Adema Technologies, Inc v. Eiffert et al
Filing
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ORDER. By no later than 6/6/2015, the parties are to file simultaneous briefing addressing the three prongs set forth above with evidentiary and legal support for the argument as to whether or not it is appropriate for this Court to pierce the corp orate veil, i.e., whether SFW is an alter ego of ImaginIt and whether Imaginit is an alter ego of Ms. Eiffert. The Final Trial Preparation Conference set for 5/11/2015 at 1:00 PM, and the Trial beginning on 5/26/2015, are VACATED. Parties are DIRECTED to email Chambers (arguello_chambers@cod.uscourts.gov) on or before 6/8/2015, to reset trial dates. by Judge Christine M. Arguello on 05/07/2015. (athom, )
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLORADO
Judge Christine M. Arguello
Civil Action No. 13-cv-01139-CMA-NYW
ADEMA TECHNOLOGIES, INC.,
d/b/a GLORIA SOLAR (USA),
Plaintiff,
v.
PATRINA EIFFERT, and
IMAGINIT, INC.,
Defendants.
ORDER SUA SPONTE VACATING FINAL TRIAL
PREPARATION CONFERENCE AND TRIAL
This matter is before the Court sua sponte. In preparation for the upcoming Final
Trial Preparation Conference and trial, which is set to begin May 26, 2015, the Court
has reviewed all of the filings and submissions of the parties and notes that the parties
appear to be proceeding upon the assumption that the Court has found that
SolarFrameWorks (“SFW”) is an alter ego of ImaginIt, Inc. (“ImaginIt”) and that ImaginIt
is an alter ego of Ms. Eiffert. This is incorrect. In the Court’s Order Adopting in Part and
Rejecting in Part January 24, 2014 Amended Recommendation of United States
Magistrate Judge, the Court held, “Plaintiff’s allegations [relating to piercing the
corporate veil] are sufficient to nudge its claim just across the line from conceivable to
plausible.” (Doc. # 52 at 2–3.) That ruling was based upon the fact that the
proceedings were at a preliminary stage and no discovery had been completed. All of
Plaintiff’s claims against Defendants are dependent on a ruling by this Court that the
corporate veil should be pierced and that SFW is an alter ego of ImaginIt and that
ImaginIt is an alter ego of Ms. Eiffert.
In general, a corporation is treated as a legal entity separate from its
shareholders, officers, and directors. This permits shareholders to invest with the
assurance that they will not be held personally liable for the corporation’s debts. In re
Phillips, 139 P.3d 639, 643–44 (Colo. 2006). To determine whether it is appropriate to
pierce the corporate veil, a court must make a three-part inquiry:
1. The court must determine whether the corporate entity is the “alter ego” of the
person or entity in issue;
2. The court must determine whether justice requires recognizing the substance
of the relationship between the person or entity sought to be held liable and
the corporation over the form because the corporate fiction was “used to
perpetrate a fraud or defeat a rightful claim”; and
3. The court must consider whether an equitable result will be achieved by
disregarding the corporate form and holding a shareholder or other insider
personally liable for the acts of the business entity.
Id. at 644. All three prongs of the analysis must be satisfied. A determination as to
whether to pierce the corporate veil is a mixed question of law and fact, with the first two
prongs being decided as a matter of law by the Court and the third prong as a matter of
fact by the Jury. McCallum Family L.L.C. v. Winger, 221 P.3d 69, 73 (Colo. App. 2009).
Thus, at this stage in the proceedings, in order to proceed to a jury trial, Plaintiff
is required to persuade the Court by a preponderance of the evidence that Plaintiff
should prevail, as a matter of law, on the first two prongs of this test. Unfortunately,
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neither party has submitted this issue to the Court via summary judgment motion;1
therefore, this Court acts sua sponte. It is
ORDERED that by no later than June 6, 2015, the parties are to file simultaneous
briefing addressing the three prongs set forth above with evidentiary and legal support
for the argument as to whether or not it is appropriate for this Court to pierce the
corporate veil, i.e., whether SFW is an alter ego of ImaginIt and whether Imaginit is an
alter ego of Ms. Eiffert. It is
FURTHER ORDERED that the Final Trial Preparation Conference set for May
11, 2015 at 1:00 PM, and the Trial beginning on May 26, 2015, are VACATED. Parties
are DIRECTED to email Chambers (arguello_chambers@cod.uscourts.gov) on or
before June 8, 2015, to reset trial dates.
DATED: May
7
, 2015
BY THE COURT:
_______________________________
CHRISTINE M. ARGUELLO
United States District Judge
1
Defendants did not move for summary judgment, however, in their response to Plaintiff’s
motion for summary judgment, they argue that, “Plaintiff has apparently abandoned its claims
against Defendant ImaginIt and judgment should enter in favor of ImaginIt.” (Doc. # 101 at 16.)
To the extent Defendants sought this relief, it was obliged to file an independent motion. See
Fed. R. Civ. P. 7(b)(1) (“A request for a court order must be made by motion.”). “Arguments
asserted in response to a motion are generally not considered requests for an order.”
Grosvenor v. Qwest Corp., 733 F.3d 990, 997 (10th Cir. 2013).
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