Plumbers & Pipefitters Welfare Fund Board of Trustees of the et al v. Matrix Plumbing and Heating Inc et al
Filing
74
SECOND AMENDED OPINION AND ORDER: Court GRANTS the Plaintiffs Motion for Summary Judgment 39 only as to the issue of liability. The Court further ORDERS Helms and MKH to submit to a payroll compliance audit and provide the Plaintiffs with all docu ments necessary to complete that audit for the time period beginning January 1, 2009 and ending, at the stated termination of the Subscription Agreement, on May 30, 2010.6 These documents should include payroll journals of MKH; individual earnings an d time records on all employees of MKH; quarterly withholding tax and PICA tax returns and annual earnings reports of MKH; report of miscellaneous income payments of MKH; summary of information returns of MKH; state Unemployment Compensation tax repo rts of MKH; employer copies of monthly contribution reports to all Funds submitted by MKH; all pertinent personnel file information of MKH; and cash disbursement records of MKH. Helms and MKH SHALL COMPLY with this Order within 14 days of receiving service. The Court CONFIRMS a Telephonic Status Conference in this case to be held March 22, 2012, at 1:30PM before Judge Theresa L. Springmann. The Court will initiate the call. Signed by Judge Theresa L Springmann on 3/1/2012. (rmn)
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF INDIANA
BOARD OF TRUSTEES of the PLUMBERS &
PIPEFITTERS LOCAL NO. 172 WELFARE
FUND, et al.,
Plaintiffs,
v.
MATRIX PLUMBING AND HEATING, INC.,
MKH MECHANICAL, INC., JOSEPH
LASKOWSKI, and MATTHEW KEENON
HELMS,
Defendants.
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CAUSE NO.: 2:09-CV-414-TLS
SECOND AMENDED OPINION AND ORDER
This matter is before the Court on a Motion for Summary Judgment [ECF No. 39] filed
by the Plaintiffs.1 The Plaintiffs seek summary judgment against all the Defendants, Matrix
Plumbing and Heating Inc. (Matrix), MKH Mechanical Inc. (MKH), Joseph Laskowski, and
Matthew Keenon Helms, for damages from an alleged breach of contract, namely promises in a
collective bargaining agreement to make specified contributions to the funds the Plaintiffs
represent. The Employee Retirement Income Security Act (ERISA), see 29 U.S.C. § 1132, and
Labor Management Relations Act, see 29 U.S.C. § 185, govern this dispute.
1
The Plaintiffs are the Board of Trustees of the Plumbers & Pipefitters Local No. 172 Welfare
Fund, the Board of Trustees of the Plumbers & Pipefitters Local No. 172 Pension Fund, the Board of
Trustees of the Plumbers & Pipefitters Local No. 172 Apprenticeship and Journeyman Training Fund, the
Board of Trustees of the Plumbers & Pipefitters Local No. 172 Equality and Stabilization Fund, the
Board of Trustees of the Plumbers & Pipefitters Local No. 172 Voluntary 401(K) Fund, the Labor
Management Committee, the United Association of Journeymen and Apprentices of the Plumbing and
Pipefitting Industry of the United States and Canada Local Union No. 172 of South Bend Indiana, and the
Industry Advancement Fund.
PROCEDURAL BACKGROUND
The Plaintiffs filed a Motion for Summary Judgment [ECF No. 39] on March 23, 2011. A
status conference was held before the Magistrate Judge on April 20, 2011, during which the
Magistrate set deadlines for responses to be filed by the Defendants. On June 14, 2011, the
Plaintiffs filed an Emergency Motion for Temporary and Preliminary Injunctive Relief [ECF No.
46] to prevent MKH and Helms from liquidating assets. On June 21, the Court held a telephone
status conference with the parties during which MKH and Helms agreed to not liquidate MKH’s
significant assets pending the resolution of this case. On June 22, the Court entered an Order
[ECF No. 57] staying the transfer of MKH’s significant assets. On June 30, 2011, Laskowski
filed his Response [ECF No. 58]. Matrix, MKH, and Helms have not responded. On July 11,
2011, the Plaintiffs filed a Reply [ECF No. 59] to Laskowski’s Response. On December 29,
2011, the Plaintiffs filed a Motion for a Status Hearing [ECF No. 60] which is currently pending
before the Court and will be granted.
Laskowski was warned by the Magistrate Judge that Matrix and MKH must be
represented by attorneys. (Order Mot. Withdraw Counsel 2, ECF No. 43.) See Osborn v.
President, Dirs. & Co. of Bank of U.S., 22 U.S. 738, 830 (1824) (“A corporation, it is true, can
appear only by attorney, while a natural person may appear for himself.”) (J. Marshall); Philos
Techs., Inc. v. Philos & D, Inc., 645 F.3d 851, 857 (7th Cir. 2011) (“[C]orporations must appear
by counsel or not at all.”) (quoting Scandia Down Corp. v. Euroquilt, Inc., 772 F.2d 1423, 1427
(7th Cir.1985)). Nevertheless, Laskowski entitled his filing “Defendant Matrix Plumbing and
Heating Inc. Response to Motion for Entry of Summary Judgment.” Because corporations may
only be represented by counsel the Court will construe the Response filed pro se by Laskowski as
2
a filing made only on his own behalf. The Plaintiffs request that the Court disregard Laskowski’s
filing entirely, not just as to Matrix, but as to himself as well because, they assert, it was made in
violation of the Federal and Local Rules of Civil Procedure. Under the less stringent standards
applied to pro se filings, the Court will consider Laskowski’s filing as made properly on his own
behalf despite some procedural shortcomings, including the indication that it was submitted on
behalf of Matrix. See Philos Techs., 645 F.3d at 858 (“It has long been established that pro se
filings are held to ‘less stringent standards than formal pleadings drafted by lawyers.’”) (quoting
Haines v. Kerner, 404 U.S. 519, 520 (1972)). Although Laskowski raises some factual
contentions with the evidence presented by the Plaintiffs, none are material to the dispute and the
Court will grant summary judgment in favor of the Plaintiffs.
FACTUAL BACKGROUND
In July 2007, Matrix, owned and operated by Laskowski, entered into a Subscription
Agreement whereby it agreed to be bound by the provisions of the Collective Bargaining
Agreement (CBA) with the Plaintiffs for the period July 20, 2007, through May 30, 2010. The
Subscription Agreement required payments that Matrix failed to make. In September 2008, the
Plaintiffs filed suit in Case No. 2:08-CV-257 before Judge Joseph S. Van Bokkelen, United
States District Court Northern District of Indiana, to enforce the contract. On January 29, 2009,
the court, acting through Judge Van Bokkelen, entered a Final Judgment and Order in favor of
the Plaintiffs in the amount of $138,750.32 for unpaid contributions, liquidated damages,
interest, and attorney’s fees accrued through December 2008. Final Judgment Order ¶ 1, Bd. of
Trs. of the Plumbers & Pipefitters Welfare Fund v. Matrix Plumbing & Heating Inc., Case No.
3
2:08-CV-257 (N.D. Ind. Jan. 29, 2009), ECF No. 19.2 In that order, the Court determined that
“MATRIX is bound by the provisions of the Collective Bargaining Agreement for the remainder
of the Collective Bargaining term.” Id. ¶ 2. In February 2009 Matrix owed approximately
$257,000 to various creditors including debts owed to the Plaintiffs.
On February 9, 2009, Laskowski and Helms signed the Asset Purchase Agreement,
effective March 1, 2009, transferring the assets of Matrix to Helms for a promise to pay $35,000
within one year. Helms incorporated MKH on March 13, 2009, giving himself all shares in the
corporation and infusing no capital. In July 2009, Helms paid Laskowski $35,000 with a check
drawn from MKH’s account. Neither Laskowski nor Helms consulted with a valuation expert to
assist in determining a fair value for Matrix’s assets before the sale. Helms was employed as the
Project Manager of Matrix before he purchased its assets. The Plaintiffs estimate the value of
Matrix’s assets, in the form of accounts receivable, jobs completed, vehicles, tools, and
equipment, was “in excess of $60,000.” (Pls.’ Mem. Supp. Mot. Summ. J. 24, ECF No. 40.)
Laskowski disputes this valuation asserting that $35,000 was a fair price for Matrix’s assets.
(Laskowski Resp. 4–5, ECF No. 58.)
Helms’s purchase of Matrix assets included the use of the company’s name, its phone and
fax numbers, its customer list, its accounts receivables, its office furniture, and its vehicles. MKH
continued operating under the Matrix name, out of Matrix’s former office building, and with
many of the same employees, including Laskowski. The Purchase Agreements states that
“MATTHEW HELMS WILL NOT ASSUME ANY LIABILITIES, EXCEPT FOR FERGUSON
2
The Plaintiffs also placed this document in the record for this case. (Final Judgment Order, ECF
No. 40-9.)
4
SUPPLY FOR THE OPEN JOBS WHEN AND IF ACCOUNTS RECEIVABLE ARE
COLLECTED FOR ANY PAYABLE DUE TO FERGUSON; AND THE LIEN FOR THE
MICROTEL JOB; AND G.W. BERKHEMIER PAYABLES FOR THE NANATORIUM JOB.”
(Asset Purchase Agreement, ECF No. 40-15.) MKH did not make payments owed to the
Plaintiffs by Matrix and acted as though the CBA signed between Matrix and the Plaintiffs did
not apply to its operations.
LEGAL STANDARD
The Federal Rules of Civil Procedure state that a “court shall grant summary judgment if
the movant shows that there is no genuine dispute as to any material fact and the movant is
entitled to judgment as a matter of law.” Fed. R. Civ. P. 56(a). The motion should be granted so
long as no rational fact finder could return a verdict in favor of the party opposing the motion.
Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). A court’s role is not to evaluate the
weight of the evidence, to judge the credibility of witnesses, or to determine the truth of the
matter, but instead to determine whether there is a genuine issue of triable fact. Id. at 249–50;
Doe v. R.R. Donnelley & Sons Co., 42 F.3d 439, 443 (7th Cir. 1994). According to Rule 56:
A party asserting that a fact cannot be or is genuinely disputed must support the
assertion by:
(A) citing to particular parts of materials in the record, including depositions,
documents, electronically stored information, affidavits or declarations, stipulations
(including those made for purposes of the motion only), admissions, interrogatory
answers, or other materials; or
(B) showing that the materials cited do not establish the absence or presence of a
genuine dispute, or that an adverse party cannot produce admissible evidence to
support the fact.
Fed. R. Civ. P. 56(c)(1).
5
Although a bare contention that an issue of fact exists is insufficient to create a factual
dispute, the court must construe all facts in a light most favorable to the nonmoving party, view
all reasonable inferences in that party’s favor, see Bellaver v. Quanex Corp., 200 F.3d 485,
491–92 (7th Cir. 2000), and avoid “the temptation to decide which party’s version of the facts is
more likely true,” Payne v. Pauley, 337 F.3d 767, 770 (7th Cir. 2003). A material fact must be
outcome determinative under the governing law. Harney v. Speedway SuperAmerica, LLC, 526
F.3d 1099, 1104 (7th Cir. 2008). “Irrelevant or unnecessary facts do not deter summary
judgment, even when in dispute.” Id.
ANALYSIS
The Plaintiffs seek a finding of joint and several liability on the part all four Defendants
for the unpaid liabilities accruing from the CBA and the Court’s prior judgment against Matrix.
The Plaintiffs argue that MKH, Laskowski, and Helms abused the corporate form to avoid
Matrix’s debts to the Plaintiffs and should therefore all be liable for those debts on the basis of
alter ego liability. The Plaintiffs present several legal theories to support this outcome. Because
the Plaintiffs have presented sufficient facts to establish the liability of MKH on the basis of
being the successor to Matrix and on the part of Laskowski and Helms on the basis of being alter
egos of Matrix and MKH, the Court will not reach the issue of fraudulent conveyance or other
legal theories presented by the Plaintiffs.
A.
Successor Liability
The Plaintiffs argue that MKH is liable for Matrix’s debts as a successor. “[S]uccessor
6
entities can be liable for multiemployer pension contributions if (1) there is sufficient continuity
between the two companies and (2) the successor company had notice of the predecessor’s
liability.” Moriarty v. Svec, 164 F.3d 323, 327 (7th Cir. 1998) (also providing that federal
common law preempts state law on this issue in the ERISA context). The facts supporting a
sufficient continuity of operations between MKH and Matrix are well established and
uncontested. MKH and Matrix used the same business name, operated out of the same office
building, were managed by the same group of people, employed many of the same individuals,
served the same customers, and used the same equipment and licences. Notice on the part of
Helms and MKH, through Helms, of the debts owed to the Plaintiffs can reasonably be inferred
from Helm’s role as Project Manager at Matrix prior to the asset transfer. See Upholsterers’ Int’l
Union Pension Fund v. Artistic Furniture of Pontiac, 920 F.2d 1323, 1329 (7th Cir.1990)
(“Notice can be proven not only by pointing to facts that conclusively demonstrate actual
knowledge, but also by presenting evidence that allows the fact finder to imply knowledge from
the circumstances.”); Trs. of NECA-IBEW Pension Ben. Trust Fund v. Springman, Case No.
07-cv-0600-MJR, 2009 WL 1089549 at *4 (S.D. Ill. April 22, 2009). Helms does not, through
citation to particular parts of materials in the record, offer any evidence to dispute this inference.
See Fed. R. Civ. P. 56(c) (setting forth procedures for asserting that a fact is genuinely disputed).
Accordingly, the Court finds that MKH was a successor to Matrix with notice of Matrix’s debts
to the Plaintiffs. See Fed. R. Civ. P. 56(e) (allowing a court to consider a fact undisputed for
purposes of summary judgment where a party fails to properly address another party’s assertion
of fact as required by Rule 56(c)). On that basis, the Court will enter summary judgment against
MKH.
7
B.
Alter Ego Liability
The Plaintiffs seek liability on the part of MKH, Laskowski, and Helms for Matrix’s
obligations through a finding that each was an alter ego of Matrix.3 The determination of whether
an individual or a corporation is the alter ego of another “focuses on the existence of a disguised
continuance of a former business entity or an attempt to avoid the obligations of a collective
bargaining agreement, such as through a sham transfer of assets.” Int’l Union of Operating
Eng’rs, Local 150 v. Centor Contractors, Inc., 831 F.2d 1309, 1312 (7th Cir.1987) (citations and
quotation marks omitted); see also Cent. States, Se. & Sw. Areas Pension Fund v. John Clark
Trucking & Rigging Co., No. 05 C 0948, 2009 WL 780455, at * 7 (N.D. Ill. March 19, 2009).
“[U]nlawful motive or intent are critical inquiries in an alter ego analysis.” Centor Contractors,
831 F.2d at 1312 (quotation marks omitted). In this analysis, “[t]he factors a court should
consider are 1) the amount of respect given to the separate identity of the corporation by its
shareholders; 2) the fraudulent intent of the incorporators; and 3) the degree of injustice visited
on the litigants by respecting the corporate entity.” Cent. States, Se. & Sw. Areas Pension Fund v.
Cent. Transp., 85 F.3d 1282, 1287 (7th Cir. 1996) (citing Lumpkin v. Envirodyne Indus., 933
3
The Plaintiffs proceed under federal law rather than state law because they seek direct liability
under an alter ego analysis rather than vicarious liability under a traditional veil piercing analysis. See
Bd. of Trs., Sheet Metal Workers’ Nat’l Pension Fund v. Elite Erectors, Inc., 212 F.3d 1031, 1038 (7th
Cir. 2000) (“[A] contention that A is B’s ‘alter ego’ asserts that A and B are the same entity; liability
then is not vicarious but direct.”) (citing Varity Corp. v. Howe, 516 U.S. 489, 492 (1996)); Cent. States,
Se. & Sw. Areas Pension Fund v. Denny 250 F. Supp. 2d 948, 955 (N.D. Ill. 2003) (“[A] vicarious
liability claim falls under state common law and is preempted by ERISA, while a direct liability claim
under ERISA is a federal question.”) (citing Elite Erectors, 212 F.3d at 1038). “An individual corporate
officer may be liable under ERISA if that officer is an alter ego of the employer.” Cent. Ill. Carpenters
Health & Welfare Trust Fund v. S & S, No. 05-1094, 2009 WL 1064914, at *2 (C.D. Ill. April 20, 2009)
(citing Elite Erectors).
8
F.2d 449, 461 (7th Cir. 1991)); see also Trs. of Sheet Metal v. Pekin Climate Control, 669 F.
Supp. 2d 924, 928 (C.D. Ill. 2009).
For Helms, the Plaintiffs have provided evidence supporting the relevant factors and, as
he has failed to respond, this evidence remains uncontested. The first factor, lack of respect for
the corporate entity is demonstrated by Helms’s decision to initially take on Matrix’s assets and
continued operation through the Asset Purchase Agreement in his own name. Helms did not
incorporate MKH until March 13, 2009, almost two weeks after personally taking on Matrix’s
assets under the terms of the Asset Purchase Agreement on March 1. Similarly, Helm’s decision
to add no capital to the enterprise and to “pay” for it essentially out of Matrix’s operations
support both the lack of separate identity between the corporation and Helms and an inference
that he intended to defraud. If the Court allowed Helms to avoid liability to the Plaintiffs after
taking on Matrix’s assets and continuing its operations under the same name with the same
management, clients, and even partially completed jobs without paying anything for the
company, then the Court would be sanctioning an injustice worked through an abuse of the
corporate form and a sham transfer of assets. The Court finds Helms personally liable for
Matrix’s obligations to the Plaintiffs as an alter-ego of Matrix. The Court notes that, were MKH
not liable as a successor for Matrix’s debts, it would be liable under an alter-ego analysis
following closely on the analysis provided above for Helms.
Finally, the Court will consider Laskowski’s liability paying particular attention to the
factual contentions raised by Laskowski in his Response. Laskowski raises the following
contentions with the Plaintiffs’ arguments: the sale of Matrix was not a sham but was undertaken
because he did not want to continue operating the business; management of Matrix was changed
9
and its ownership was changed upon the sale evidencing that it was not a sham and not based on
any fraudulent motive; he did not state in his deposition that he sold Matrix in order to escape his
contractual obligations to the Plaintiffs, rather he stated that he no longer had sufficient funds to
continue the business; he “sold Matrix because [he] wanted out of business and [he] was under
the understanding that you can sell assets due to insolvency” (Laskowski Resp. 5, ECF No. 58);
he used the $35,000 received from MKH for Matrix to pay towards Matrix’s debts namely
“Indiana Department of Revenue $20,000.00, the IRS $10,000.00 and personal taxes $5000.00”
(Id. at 3); he contests the estimated value of Matrix’s assets at the time the Asset Purchase
Agreement was signed and asserts it was closer to the $35,000 agreed to; he did not have a
managerial role at MKH after the sale, rather, he became the Purchasing Agent.
Laskowski’s contentions do not raise an issue of material fact capable of preventing
summary judgment against him. With regard to the first factor in the alter-ego analysis, lack of
respect for the corporate entity, admissions within Laskowski’s own contentions weigh against
him. Specifically he admits to using some of the money MKH paid for Matrix to pay down a
personal tax liability and admits that he “believes” MKH or Helms used “funds . . . from a
Canterbury job draw” to pay for the company. (Laskowski Resp. 3) The payment by MKH from
Matrix’s continued operations indicates that Helms paid nothing for Matrix and that Laskowski,
facing insolvency, transferred the bulk of Matrix’s assets to an employee who did not pay for
them, took $5,000 to pay personal taxes, and used $20,000 to pay some of the company’s debts.
Laskowski also states, at the end of his Response that he “pray[s] the Court will sort this matter
out and award the Plaintiff[s] the $33,512.00 that I owe for the CBA employees Union
Contribution Reports through July 2008 and be able to work out a mutually agreed payment
10
plan.” (Id. at 9.) His belief that he is personally liable for debts owed to the Plaintiffs by Matrix, a
now apparently defunct corporate entity, further indicates a lack of separation between himself
and Matrix.4 Finally, the Asset Purchase Agreement states “THIS AGREEMENT IS BETWEEN
JOSEPH LASKOWSKI, SELLER OF MATRIX PLUMBING AND HEATING, INC’S ASSETS
AND MATTHEW HELMS BUYER.” (Asset Purchase Agreement, ECF No. 40-15.) The
document is signed “Joe Laskowski, Seller.” (Id.) The sale of assets by a corporation must be
undertaken by the corporation itself. See SFN Shareholders Grantor Trust v. Ind. Dep’t of State
Revenue, 603 N.E.2d 194, 198 (Ind. Tax 1992) (“Because of separate identity, shareholders
simply are unable to sell corporate assets; they can sell only their shares.”) The document’s terms
and Laskowski’s decision to sign his own name as “seller” rather than in an official capacity as
owner or president of Matrix indicates that he, rather than Matrix, was selling the company’s
assets and that he, rather than Matrix, should receive payment for those assets. These undisputed
actions demonstrate his disregard of the corporate form.
With regard to the second factor, fraudulent intent, Laskowski’s actions that failed to
distinguish between himself and Matrix, particularly taking payment for the corporation’s assets
personally and paying down personal tax liability with that payment, also provide some indirect
evidence of Laskowski’s fraudulent intent. His own statements during his deposition are
somewhat contradictory on the issue of fraudulent intent and may support his claim that he
sought to sell the business for a legitimate business purpose, namely his desire to get out of his
4
Laskowski signed the Subscription Agreement with the Plaintiffs as a “duly authorized agent of
Matrix Plumbing & Heating” giving his title as “Owner.” (Subscription Agreement, ECF No. 40-4.)
11
role as owner and operator of the business.5 That Laskowski stated under oath that he wanted to
get out of the business and did not intend this transaction to avoid Matrix’s debts to the Plaintiffs
is not a sufficient business explanation to overcome the inference of fraudulent intent drawn by
the Plaintiffs from the undisputed facts before the Court. Laskowski’s decision to remain with
MKH after the asset transfer, continuing Matrix’s same business, even if, as he claims, he held a
less managerial role, also draws into question his asserted desire to get out of the business.
More important, however, to the Court’s finding of fraudulent intent is the undisputed
time line of events leading up to the asset transfer, the factual context surrounding the transfer,
and the continued operations of Matrix’s business after the transfer. See Springman, 2009 WL
1089549 at *6 (making a finding of fraudulent intent under an ERISA alter-ego analysis relying
in part on a suspicious time line of events). Matrix failed to make payments due to the Plaintiffs
5
The Plaintiffs assert that Laskowski admitted that he entered into the Asset Purchase
Agreement specifically to avoid liabilities to them pointing to the following portion of his deposition:
Q: . . . Now I’d like to discuss what you call the closing down of Matrix. When did this
approximately occur? A: Started winding down in December. Q: Why? A: I saw – I saw no
positive way of doing business. Q: What do you mean by that? Was there something in the
way? A: You. Q: When you say ‘you,’ you’re referring to – A: The Local 172. I couldn’t
afford – I didn’t have the income to maintain it.
(Laskowski Dep. 24, ECF No. 40-12.) Laskowski asserts that he consistently provided legitimate
business reasons for shutting down, he points to the following portion of his deposition among others:
Q: When you say you saw no positive way of doing business with these amounts, if these
amounts weren’t due, do you think Matrix could still be in operation? A: That’s hard to say.
I personally didn’t want to continue on. Q: With the union obligations? A: With business
in general. Q: But you didn’t want to continue if you had to continue to contribute to the
Local 172? A: I didn’t want to continue at all. I was fed up with the whole contracting
business.
(Id. 66–67.) The Court does not find in these statements, when viewed in the light most favorable to
Laskowski, proof of his fraudulent intent. See Springman, 2009 WL 1089549 at *6 (making a finding of
fraudulent intent under an ERISA alter-ego analysis where a defendant “explicitly admitted that part of
the reason that he shut down his business was that he owed contributions to the Funds.”) However, these
statements are not sufficient to establish a material question of fact for trial with respect to Laskowski’s
intent because they do not provide an explanation for the actions he took that indicate an intent to
defraud.
12
between April and December 2008. On January 29, 2009, the Court entered judgment against
Matrix and in favor of the Plaintiffs in the amount of $138,750.32. On February 9, 2009, Helms
and Laskowski entered into the Asset Purchase Agreement transferring Matrix’s assets to Helms
and providing that Helms would not assume Matrix’s liabilities. On March 13, 2009, Laskowski
was personally served with a notice to appear for a debtors’ examination of Matrix. On the same
day Helms incorporated MKH which began operating under the name Matrix Heating and
Plumbing and essentially continuing Matrix’s operations. Laskowski does not dispute these
events or their sequence except that he asserts Helms first approached him to discuss buying
Matrix’s assets “around late fall or winter of 2008.” (Laskowski Resp. 8.) He also admits that he
knew he was behind on payments to the Plaintiffs and other creditors and that in this context he
“met with key employees on several occasions and expressed my concern for my health and that
Matrix would have to cease operations.” (Id.) Although his statements expand the time line they
also provide some additional support for the Plaintiffs’ contention that Helms purchased the
assets so Matrix could continue to operate without making further payment to the Plaintiffs.
The structure of the transaction, the specifics of which are undisputed by Laskowski,
supports a finding that Laskowski intended to defraud the Plaintiffs. Laskowski disputes the
values estimated by the Plaintiffs for various assets described in the Asset Purchase Agreement
and argues that $35,000 was a fair price for the company. However, the Court finds that Helms
and MKH paid nothing for Matrix’s assets making moot any determination of whether the
Plaintiffs or Laskowski’s valuations are correct or whether $35,000 may have been a fair price
for the totality. Helms paid nothing at the time he “purchased” Matrix’s assets and infused no
capital into MKH at the time he incorporated. Rather, in July 2009, MKH paid $35,000 out of
13
income derived from the continuation of the Matrix business in its new corporate form.
Laskowski received this money in his personal capacity and used it to pay down both corporate
and personal debts. In light of the suspicious time line of events surrounding the asset transfer
and the form of that transfer, the Court finds that Laskowski acted with intent to defraud the
Plaintiffs. Laskowski’s repeated statements of the legitimate business purpose of this transaction
in his Response do not explain the time line or the form of the transfer or provide any evidence,
beyond his own assertion that he wanted to leave the business, that a legitimate purpose, rather
than a desire to avoid debts owed to the Plaintiffs, explains the evidence presented by Plaintiffs
in favor of a finding of fraudulent intent.
With regard to the third factor, the Court finds that respecting the corporate form in this
case would work an injustice against the Plaintiffs. Laskowski’s statement that he should be
found liable for a lesser amount owed by Matrix to the Plaintiffs than that determined in Judge
Van Bokkelen’s Order appears to concede this point. If Laskowski believed the corporate form
should be respected then no judgment should be entered against him as he signed the CBA in an
official capacity as owner of Matrix. His admission of some personal liability, then, is a
recognition that the Plaintiffs would be wrongly disadvantaged if the Court respected the
corporate form in this case. The Court will enter summary judgment in favor of the Plaintiffs
against Laskowski as an alter-ego of Matrix.
CONCLUSION
For the reasons stated above, the Court GRANTS the Plaintiffs’ Motion for Summary
Judgment [ECF No. 39] only as to the issue of liability. The Court further ORDERS Helms and
14
MKH to submit to a payroll compliance audit and provide the Plaintiffs with all documents
necessary to complete that audit for the time period beginning January 1, 2009 and ending, at the
stated termination of the Subscription Agreement, on May 30, 2010.6 These documents should
include payroll journals of MKH; individual earnings and time records on all employees of
MKH; quarterly withholding tax and PICA tax returns (Forms 941) and annual earnings reports
(Forms W-2 and W-3) of MKH; report of miscellaneous income payments (Forms 1099) of
MKH; summary of information returns (Form 1096) of MKH; state Unemployment
Compensation tax reports of MKH; employer copies of monthly contribution reports to all Funds
submitted by MKH; all pertinent personnel file information of MKH; and cash disbursement
records of MKH. Helms and MKH SHALL COMPLY with this Order within 14 days of
receiving service. The Court CONFIRMS a Telephonic Status Conference in this case to be held
March 22, 2012, at 1:30PM before Judge Theresa L. Springmann. The Court will initiate the call.
SO ORDERED on March 1, 2012.
s/ Theresa L. Springmann
THERESA L. SPRINGMANN
UNITED STATES DISTRICT COURT
FORT WAYNE DIVISION
6
The Plaintiffs request documents “for the period of January 1, 2009 through present.” (Mot. to
Amend J. 5, ECF No. 71.) However, the Court does not currently view support in the record for obtaining
an audit encompassing the period from May 31, 2010 to the present. (Subscription Agreement, ECF No.
40-4 (containing Matrix’s agreement to be bound by the Collective Bargaining Agreement effective June
4, 2007, through May 30, 2010)); Final Judgment Order ¶ 3, Bd. of Trs. of the Plumbers & Pipefitters
Welfare Fund v. Matrix Plumbing & Heating Inc., Case No. 2:08-CV-257 (N.D. Ind. Jan. 29, 2009), ECF
No. 19 (“Defendant MATRIX is ordered to submit accurate and timely Contribution Reports reporting all
hours spent performing covered work under the Collective Bargaining Agreement, for all remaining
months of the Collective Bargaining term, which ends May 30, 2010, and comply with any other
requirements and conditions called for in the Collective Bargaining Agreement.”).
15
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