Blair V. Bernhard & Priestly Architecture Inc.
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STATEOI<'MAINE Cumberland, BUSINESS AND CONSUMER COURT MYlJt-VI{M- 1-ov-Jr; s~. FRANCIS I. BLAIR Plaintiff Docket No. BCD-CV-14-48 / BERNHARD & PR1ESTLEY ARCHITECTURE, INC. Defendant ORDER ON PLAINTIFF'S MOTION TO AMEND COMPLAINT TO ADD PARTY DEFENDANTS Plain ti []'Francis Bla1r has filed a Motion to Amend Complaint to Add !'arty Defendants, seeking to add Ricbanl Bernhard and John Priestley, two p1·incipals of the Defendant corporat10n, as Defendants in the case. The Motion is ojlposed. The court elects to dedde the Motion without oral argument. S.•M.R. Civ P 7(b)(?). The Motion is triggered by the dissolution of the Defendant coo·poration as of September Q3, 20\1>. The Obj<><:tion to the Motion is tho·eefold. First, th\" Motion to Amend was filed all:er the Octobco· l, 20 11· deadline previous] y set for joinder of pat·ties and amendment of pleadings Second, the Defendant co•·pomtion was sllspended and reinstated, Third, the Plnintiffcannot hold the pi'Oposed individual Defendants liable without piercing the co•·porate veil. The timcline"s objection has a basis "' the October 1, 20H deadline for joinder and amendment, but the previou,ly set deadline meant that motious filed afte•· the dcacllme could be demed solely because they wet·e uutimely, unless the late filing were justified. Here, the dissoh1tion of the Defe11dant corporation became known to the Plaintiff in November 2014-, well after the deadline lOt· joinder. Plaintiff ha, presented j liStifocation fo1· not being held to the Ocwber l, 201,~ deadline. The second Objection --that the corporatio11 is in the process of being reinstated-may well be accLu·ate but it ·,s not Sllfllc'tellt. The deposition transcript filed with the Motion to Amend suggests th.t the Defenda11t coo·poration was dis.•olved, not just suspended as the Objection indicates. A co,·poratioll su.•pended by the M;une Scc•·etary of State fnr a flling violation c~n be reinstated, but it is le~s de;u· tlmt a dissolved corporation caii be un-di"solved and reconstitlotcd. The thn·d Objection .s valid "' to some of the Plaintiffs claims bllt not others. Spec'lflcally, becans~ iJI(hvitluaJ officers and employees of a corpomtion cru1 be held personally liable t(>l' thei1· own tortious acts and lOr unfair trade pmctices arising ll-om fraud or Jlli.,-ept·e"Pntation, :;ee Atlvi!nced Com/. Cm-p. !/ ?,/edt, 2000 ME B-t·, ~~ 1.q, iJOl A 2d lR9; bee nlso M!ln'ella 11. Gig11ere, 667 A2d 588, 590-91 (Me. 1995), Counts II (misn~presentation): III (negligence), V (lhudlilent misreprcscntHtion), VI (unfair trade practice) and VII (p1mit'1ve damages) nf the proposed Amended Complaim can be asserted against Messrs_ Bernhard and Priestley withont piercing the cm·pomte veil. CoHnts I (breach of contract) and IV (unjust enl"ichment) do require piCITing the COI"!'Orate veil in order to impose personal liability The proposed Amended Complaint does contam veil-piercing allegations at paragraph 7, b11l in tl1e coln·t's view, the allegations need to be sigmlicantly more specific if the Plaintiff proposes to pmceed tmder Counts I and IV as to the individuals. Acconlir1gly, it is ORDERED, I. Plaintiffs Motion to Amend to Add Additional Defendants is granted as to Cmmts II, Ill, V, VI and VII of the Amended Complaint, alld <if"nied without pre)ud'1ce as toCoullts I and IV Q, Plaintiff may, nt his option, fole an Amended Complnint nanung Richnnl Bemhm·d nnd John Priestley as Defendants will respect tn the five count~ as to which the Motion JS granted, o1· may r~ncw his Motion as to Counts I and IV with specific allegations as to the acts o1· omisswus of the in<h '''dual Defendants thnt .JUstify imposing personal liability as to Co1mts I and lV. s. The Amended Complaint or the 1·enewed Motion to Amend as to Cmmt.• J and IV shall be filed within 20 days of this Order. Punuant to M R Civ. reference in the dod(el. Dated Jnnuor·y ,"lO, 20 l.'i r. 79(a), the clerk Francis f, Blair v. Bernhard & Priestley Architecture, Inc. BCD-CV-14-48 Francis f, Blair. Plaintiff Counsel: Gerard Fournier, Esq. One Merchants Plaza, Su1te 603 PO Box 2429 Bangor, ME 04402·2429 Bernhard & Priestley Architecture, Inc. Defendant Counsel: Steven Peterson, Esq. PO Box 330 643 Rockland St, Suite B W. Rockport, ME 04865
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