Colon v. Blades, No. 3:2007cv01380 - Document 264 (D.P.R. 2010)

Court Description: OPINION AND ORDER denying re 234 Cross MOTION for Summary Judgment against Robert Morgalo filed by Ruben Blades Signed by Chief Mag. Judge Justo Arenas on 12/28/2010.(nydi)

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Colon v. Blades Doc. 264 1 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF PUERTO RICO 2 3 4 5 WILLIAM ANTHONY COLà N, 6 Plaintiff 7 8 9 10 11 12 13 14 v. RUBà N BLADES, ROBERTO MORGALO, MARTà NEZ, MORGALO & ASSOCIATES, Defendants CIVIL 07-1380 (JA) RUBà N BLADES, 15 Cross-Plaintiff 16 v. 17 18 19 20 21 22 ROBERT MORGALO, in his personal capacity and as owner and member of MARTà NEZ, MORGALO & ASSOCIATES, LLC; MARTà NEZ, MORGALO & ASSOCIATES, LLC, Cross-Defendants 23 24 OPINION AND ORDER 25 26 27 28 The matter before me is cross-plaintiff Rubén Blades cross-motion for summary judgment against Robert Morgalo filed July 13, 2010. (Docket No. 234.) The cross-plaintiff seeks summary judgment as to the first cause of action in his 29 Dockets.Justia.com 1 CIVIL 07-1380 (JA) 2 2 3 4 amended claim. 5 DENIED. 6 For the reasons set forth below, cross-plaintiff s motion is PROCEDURAL BACKGROUND 7 8 Cross-plaintiff Blades moves for summary judgment pursuant to Federal 9 Rules of Civil Procedure 56. (Docket No. 234.) Blades filed an amended cross- 10 claim against Robert Morgalo and Martínez, Morgalo and Associates, LLC, on July 11 12 29, 2008. (Docket No. 56.) Among other claims, Blades alleged that Morgalo, 13 both in his individual and official capacities, breached their contract and his 14 fiduciary duty to Blades. (Id. at ¶¶ 30-37.) Blades sought compensatory 15 16 damages in the sum of $143,000. On March 1, 2010, Blades filed a motion for 17 default judgment. (Docket No. 133.) On June 15, 2010, I entered an opinion and 18 order granting this motion against Martínez, Morgalo & Associates, awarding 19 20 damages in the amount of $133,168.16. Colón v. Blades, 717 F. Supp. 2d 175, 21 187 (D.P.R. 2010). In the present motion, Blades seeks summary judgment 22 against Morgalo in his individual capacity, citing the same breach of contract and 23 24 breach of fiduciary duty. (Docket No. 234.) Blades also filed a memorandum of 25 law. (Docket No. 234-1.) 26 27 DISCUSSION 28 Cross-plaintiff Rubén Blades seeks summary judgment on count one of his 29 amended complaint against cross-defendant Robert Morgalo, alleging breach of 1 CIVIL 07-1380 (JA) 3 2 3 4 contract and fiduciary duty. (Docket No. 56, at ¶ 30-37.) The cross-plaintiff 5 seeks redress from cross-defendant Morgalo in his individual capacity as owner 6 and member of Martínez Morgalo & Associates ( MM&A ). He argues that I should 7 8 pierce MM&A s corporate shield and hold Morgalo jointly and severally liable for 9 damages and fees. (Docket No. 56, at ¶ 37.) 10 Blades submits that cross-defendant Morgalo is but an alter ego of MM&A. 11 12 (Docket No. 234-1, at 12-13.) In support, he draws from Morgalo s deposition, 13 illustrating his belief that Morgalo did not observe corporate formalities. Among 14 the passages selected: 15 16 17 18 19 20 basically, Arturo and I are the two (2) shareholders, and we sit in the same office every single day. And we are talking every day. And we are discussing, um, the business every day. [...] There was no need for a stipulated date of board meetings, when we had meetings every single day. [Dep. Morgalo at 37:1-6] 21 22 At whatever time that we discussed anything . . . . 23 [Dep. Morgalo at 37:9-10] 24 25 26 27 28 29 We had a great ... This system is ... Okay? Is, like, I d call to Arturo and say hey, man, we need to sit down and talk What s good for you? Oh, right now . I d say okay . Boom, there you go. It s a very, very ... It s not too complicated but it s very effective. [Dep. Morgalo at 38:2-6] (Docket No. 234-1, at 13.) 1 CIVIL 07-1380 (JA) 4 2 3 4 Cross-plaintiff concludes by stating [a]ll of [the] factors [in deciding 5 whether to disregard corporate formality] are present here, especially Morgalo s 6 control of corporate affairs, undercapitalization of MM&A by the end of 2002, 7 8 nonobservance of corporate formalities, personal guarantees of Morgalo for 9 obligations of MM&A (loans) and management of the corporation without regard 10 to its independent existence. (Docket 234-1, at 14.) 11 12 13 14 Under Puerto Rico law there is a presumption that a corporate entity is separate from its controlling entity. Milán v. Centennial Commc ns Corp., 500 F. Supp. 2d 14, 26 (D.P.R. 2007) (quoting Fleming v. Toa Alta Dev. Corp., 96 D.P.R. 15 16 240, 243 (1968)). Corporate directors, officers, and shareholders are generally 17 not liable for the debts of the corporation. Wadsworth, Inc. v. Schwarz-Nin, 951 18 F. Supp. 314, 322 (D.P.R. 1996). As a rule, this shield will almost never be 19 20 dismantled. Id. This distinctness can be erased however, through piercing the 21 corporate veil. Where the directors or officers use the corporation to commit 22 fraud, courts will pierce the corporate veil and hold those officers or directors 23 24 personally liable. 25 Azucarera, 88 D.P.R. 43 (1963)). 26 27 Id. at 322 (citing South Porto Rico Sugar Corp. v. Junta This court has listed several factors in deciding whether to pierce the 28 corporate veil. Factors frequently considered are undercapitalization, 29 nonpayment of dividends, nonfunctioning officers and directors, failure to observe 1 CIVIL 07-1380 (JA) 5 2 3 4 corporate formalities, absence of corporate records, commingling of funds, and 5 use of corporate funds for non-corporate purposes. United States v. JG-24, Inc., 6 331 F. Supp. 2d 14, 63 (D.P.R. 2004) (citing Satellite Broad. Cable v. Telefónica 7 8 de España, 786 F. Supp. 1089, 1102 (D.P.R. 1992). The First Circuit has listed 9 additional factors of corporate insolvency at the time of litigation, the use of the 10 corporation in committing fraud, and the siphoning of corporate funds by the 11 12 dominant shareholders. Pepsi-Cola Metro. Bottling Co. v. Checkers, Inc., 754 F.2d 13 10, 14-16 (1st Cir. 1985). 14 There is no evidence that Morgalo committed fraud. A defendant must 15 16 allege and subsequently prove a set of facts sufficient to warrant the pierce. See, 17 e.g., Mitsubishi Caterpillar Forklift Am., Inc. v. Superior Serv. Assocs. Inc., 81 F. 18 Supp. 2d 101, 112-13 (D. Me. 1999). Cross-plaintiff submits no proof of fraud 19 20 before this court; rather, he summarily draws this conclusion from a single 21 deposition. 22 Further reading of Morgalo s deposition reveals that, quite the opposite, MM&A did keep many of the corporate formalities. MM&A held annual 23 24 shareholders meetings (Docket No. 234-5, at 38-39, Morgalo s deposition), held 25 business meetings exclusively at the office (id. at 38), kept business and personal 26 27 taxes separate (id. at 40), had independent companies keep their books (id.), and 28 issued shares of stock. (Id. at 41.) Cross-plaintiff fails to point this court to 29 anywhere in the record with evidence that MM&A or Morgalo committed fraud. A 1 CIVIL 07-1380 (JA) 6 2 3 4 plaintiff hoping to persuade a court to pierce the corporate veil must establish that 5 the directors acted with intent to defraud and that the creditor cannot collect from 6 the corporate the debt owed them. Wadsworth, Inc. v. Schwarz-Nin, 951 F. 7 8 Supp. at 322. Indeed, even [o]ne-person corporations are authorized by law and 9 should not lightly be labeled sham. Nelson v. Adams USA, Inc., 529 U.S. 460, 10 471 (2000). 11 12 In order to grant a motion for summary judgment, a genuine issue must not 13 exist. In this context, genuine means that the evidence about the fact is such 14 that a reasonable jury could resolve the point in favor of the nonmoving party 15 16 . . . . 17 justifiable inferences are to be drawn in [the non-movant s] favor. Anderson v. 18 Burke v. Town of Walpole, 405 F.3d 66, 75 (1st Cir. 2005). [A]ll Liberty Lobby, Inc., 477 U.S. 242, 255 (1986) (citing Adickes v. S.H. Kress & Co., 19 20 398 U.S. 144, 158-59 (1970)). Cross-plaintiff fails to remove any doubt that no 21 genuine issue of fact exists as to fraud perpetrated by the cross-defendant. As 22 such, I cannot grant the cross-plaintiff s motion for summary judgment. 23 24 25 26 27 28 29 JOINT AND SEVERAL LIABILITY The cross-plaintiff also moves that cross-defendant Morgalo be joint and severally liable for the debts owed to Rubén Blades Productions. This claim is without merit. As discussed above, I cannot pierce MM&A s corporate veil and find 1 CIVIL 07-1380 (JA) 7 2 3 4 Morgalo personally liable for its debts. As such, Morgalo will not be held joint and 5 severally liable. 6 At San Juan, Puerto Rico, this 28th day of December, 2010. 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 S/ JUSTO ARENAS Chief United States Magistrate Judge

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