Netjets Aviation, Inc. v. Lhc Communications, LLC

537 F.3d 168 (2nd Cir. 2008)

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Nature of the Case

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Facts

LHC entered into two contracts with P. In July 2000, LHC terminated its agreements with P. LHC's chief financial officer sent a letter, addressed to P stating, in pertinent part, that 'the present outstanding is $440,840.39 and we are requesting that you apply the deposit of $100,000 against the outstanding and contact this office to resolve the balance.' LHC did not receive payment of the remaining balance of $340,840.39. In 2001, LHC ceased operations. P claims against LHC and Zimmerman for breach of contract, account stated, and unjust enrichment. P contended that Zimmerman should be held liable for the debts of LHC as its alter ego. It based the piercing on evidence over (a) the frequent use of LHC air hours for personal travel by Zimmerman and his friends and family, (b) the frequent transfers of funds between LHC and Zimmerman's other companies, (c) Zimmerman's frequent withdrawal of funds from LHC for his own personal use, and (d) the fact that LHC is no longer in business and has no assets with which to pay its debt to P, a condition that P contends was caused by Zimmerman's withdrawals. The district court awarded $340,840.39 against LHC on the account-stated claims. It denied P's motion for summary judgment on its contract and account-stated claims against Zimmerman. P had failed to meet a two-pronged test showing '(1) that the business entity and its owner 'operated as a single economic entity' and (2) that [there was] an 'overall element of injustice or unfairness.'' P had failed to show that Zimmerman formed LHC with the specific fraudulent intent of evading liability to P. P appealed.