United States District Court, S.D. Florida, Miami Division
ZHEJIANG DUSHEN NECKTIE CO., LTD. Plaintiff,
BLUE MED, INC., et al. Defendants.
ORDER DENYING DEFENDANTS9');">9; MOTION TO
JONATHAN GOODMAN, UNITED STATES MAGISTRATE JUDGE
Eros Cattaneo; Ida Arnese; Blue Med, Inc.; Neo Design, Inc.;
Pandora Holding Group, Inc.; and E.H.I. LLC move to dismiss
Count I of the Complaint filed by Plaintiff Zhejiang Dushen
Necktie Co., Ltd. [ECF Nos. 1; 10]. Under Count I, Zhejiang
seeks to pierce the corporate veil between the movants and
E.C. Global, Inc., a co-Defendant currently in bankruptcy
that Zhejiang sued for breach of contract under Count II of
the Complaint. [ECF No. 1]. Zhejiang filed an opposition
response to the motion to dismiss [ECF No. 17], and
Defendants filed a reply. [ECF No. 20]. The parties have
consented to the Undersigned issuing final orders with
respect to motions to dismiss. [ECF No. 23].
reasons explained below, the Undersigned
denies Defendants9');">9; Motion to Dismiss.
Allegations in the Complaint
is a Chinese company that manufactures and exports neckties,
scarfs, and other garments. [ECF No. 1, ¶ 2]. E.C.
Global was dissolved at the time of the lawsuit. [ECF No. 1,
¶ 3]. Its principal place of business matches the home
address of the individual Defendants -- Cattaneo and Arnese,
who are husband and wife -- and the principal place of
business, mailing address, or registered agent address for
the other corporate Defendants. [ECF No. 1, ¶¶
is the sole director, president, registered agent, secretary,
and treasurer of E.C. Global, Blue Med, and Neo Design; the
sole president and registered agent of Pandora Holding; the
sole manager and registered agent of E.H.I.; and, on
information and belief, a majority shareholder of all those
corporations. [ECF No. 1, ¶ 4]. Arnese, in turn, is the
sole vice president and vice secretary of E.C. Global and Neo
Design; the sole vice president of Blue Med and Pandora
Holding; the sole treasurer and secretary of E.H.I.; and, on
information and belief, also holds shares in all the
corporations. [ECF No. 1, ¶ 9');">9].
dispute began with E.C. Global owing Zhejiang more than $39');">91,
000 for past orders. [ECF No. 1, ¶ 12]. The two agreed
that E.C. Global would pay down the debt while placing
additional orders, which Zhejiang fulfilled. [ECF No. 1,
¶¶ 12-13]. The arrangement worked until it stopped
working, resulting in E.C. Global owing Zhejiang more than
$380, 000. [ECF No. 1, ¶ 14].
Zhejiang9');">9;s knowledge, E.C. Global filed for corporate
dissolution. [ECF No. 1, ¶ 15]. When Zhejiang learned of
the dissolution, it emailed E.C. Global, asking for the money
it was owed. [ECF Nos. 1, ¶ 16; 1-9');">9, p. 36]. Cattaneo
i am sorry i did not write you before but we have been busy
restructioning the companies. Tie business is still very very
soft with all with customers still owe us money therefore i
am also in a big crush of cash flow. We will try to help you
as much as possible but it will take a while. I am srry to
let you know that we had to close Ec Global inc and just
operation with other partners with a different company but i
am only a parter not the main boss anymore, regardless we
will try to do the best we can to help you.
[ECF No. 1-9');">9, p. 36 (grammatical and spelling errors in
Count I, Zhejiang sued Defendants under a piercing the
corporate veil theory. [ECF No. 1, ¶¶ 22-30]. After
adopting its general allegations, Zhejiang makes several
more-specific allegations in Count I. First, Zhejiang alleges
that “Cattaneo and Arnese have been conducting,
managing, and controlling the affairs of E.C. Global, Blue
Med, Neo Design, Pandora Holding, and E.H.I.” [ECF No.
1, ¶ 23]. Second, Zhejiang alleges that “Cattaneo
and Arnese have held themselves out to Plaintiff as
inseparable with, and indistinguishable from, E.C.
Global.” [ECF No. 1, ¶ 24]. Third, Zhejiang
alleges that “Cattaneo and Arnese wield such complete
dominion and control over E.C. Global, Blue Med, Neo Design,
Pandora Holding, and E.H.I. such that those corporate
Defendants are mere instrumentalities or agents, or alter
egos, of Cattaneo and Arnese.” [ECF No. 1, ¶ 25].
Zhejiang alleges that “Cattaneo and Arnese have used,
and continue to use, E.C. Global to mislead or to perpetrate
a fraud.” [ECF No. 1, ¶ 26]. Specifically,
Cattaneo and Arnese have used, and continue to use, E.C.
Global9');">9;s status as a corporate entity - which is capable
of being dissolved and which they did in fact dissolve - as a
means to evade payment of the outstanding debt owed to
Plaintiff, and to escape their contractual liability to
Plaintiff, all the while benefitting from Plaintiff9');">9;s
full compliance with and complete fulfillment of its own
commitments under the parties9');">9; contract.
[ECF No. 1, ¶ 26].
Zhejiang similarly states that “Cattaneo and Arnese
have used, and are continuing to use, Blue Med, Neo Design,
Pandora Holding, and E.H.I. to mislead or to perpetrate a
fraud.” [ECF No. ...