Summary
holding that parent corporation could not be held liable for any acts of wholly-owned subsidiary; although boards of directors of the two corporations overlapped, in all other respects corporation had not disregarded subsidiary's corporate separateness, had not involved itself directly in management of subsidiary and had not otherwise dominated or controlled subsidiary
Summary of this case from IMG Fragrance Brands, LLC v. Houbigant, IncOpinion
November 15, 1991
Appeal from the Supreme Court, Erie County, Ostrowski, J.
Present — Callahan, A.P.J., Boomer, Pine, Balio and Lawton, JJ.
Order unanimously reversed on the law without costs, motion granted, complaint and cross claims dismissed. Memorandum: It is uncontroverted that defendant J.C. Pitman Company (Pitman) is the wholly owned subsidiary of defendant G.S. Blodgett Company (Blodgett) and that the boards of directors of the two companies overlap. Nonetheless, in support of its motion for summary judgment, Blodgett established by proof in admissible form that, in all other respects, it had not disregarded Pitman's corporate separateness, had not involved itself directly in the management of Pitman and had not otherwise dominated or controlled Pitman. In opposition to that showing, plaintiff failed to raise any issue of fact that would preclude judgment in Blodgett's favor as a matter of law. Accordingly, the order of Supreme Court is reversed, Blodgett's motion is granted, and the complaint and cross claims against it are dismissed (see, Lener v. Club Med, 168 A.D.2d 433, 435; Meshel v. Resorts Intl., 160 A.D.2d 211; Computersearch Corp. v. ECL Indus., 142 A.D.2d 961; see also, Billy v. Consolidated Mach. Tool Corp., 51 N.Y.2d 152, 163; Bernick v. Cigna Corp., 112 A.D.2d 45).