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HARTEJ CORP., Plaintiff-Appellant, v. PEPSICO WORLD TRADING CO., INC., et al., Defendants-Respondents, Ashok Vasudevan, Defendant.
Judgment, Supreme Court, New York County (Alice Schlesinger, J.), entered August 8, 1997, dismissing the complaint, and bringing up for review an order, entered on or about June 25, 1997, which, in an action by plaintiff distributor against defendants supplier and its parent for breach of an exclusive distribution agreement, granted the parent's motion to dismiss the complaint as against it for failure to state a cause of action, unanimously affirmed, with costs.
The complaint is totally devoid of factual, or even conclusory, allegations tending to show defendant parent's liability for the subject transactions. This pleading defect is not remedied by either the documents that plaintiff submitted in opposition to the motion, which nowhere mention the parent, or plaintiff's affidavit, which contains no evidence of self-dealing, commingling of funds, lack of corporate formalities or other veil-piercing indicia (see, International Credit Brokerage Co. v. Agapov, 249 A.D.2d 77, 671 N.Y.S.2d 64; TNS Holdings v. MKI Secs. Corp., 243 A.D.2d 297, 300, 663 N.Y.S.2d 144, rev. on other grounds 92 N.Y.2d 335, 680 N.Y.S.2d 891, 703 N.E.2d 749), and no facts tending to show, or even the allegation, that defendant subsidiary was used for the purpose of committing a wrong (see, TNS Holdings v. MKI Secs. Corp., 92 N.Y.2d 335, 680 N.Y.S.2d 891, 703 N.E.2d 749; Matter of Morris v. New York State Dept. of Taxation & Fin., 82 N.Y.2d 135, 141-142, 603 N.Y.S.2d 807, 623 N.E.2d 1157). The claimed need for disclosure provides no basis to forestall dismissal (see, Sovereign Metal Corp. v. Ciraco, 210 A.D.2d 75, 76, 621 N.Y.S.2d 296). We have considered plaintiff's other contentions, including that regarding the subsidiary's alleged noncompliance with Business Corporation Law § 1309, and find them to be without merit.
MEMORANDUM DECISION.
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Decided: November 19, 1998
Court: Supreme Court, Appellate Division, First Department, New York.
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