Universal Trading & Investment Co., Inc. et al v. Credit Suisse (Guernsey) Ltd. et al

Filing 43

OPINION AND ORDER: For the reasons stated above, Defendants' motion to dismiss is GRANTED and the complaint is therefore dismissed. The Clerk of Court is directed to enter judgment and to terminate this case. So Ordered (Signed by Judge Paul A. Crotty on 12/12/2012) (js)

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
-------------------------------------------------------------- x
UNIVERSAL TRADING & INVESTMENT CO., :
INC.; and FOUNDATION HONESTY
:
INTERNATIONAL, INC.
:
:
Plaintiffs,
:
:
-against:
:
CREDIT SUISSE (GUERNSEY) LTD.; CREDIT :
SUISSE AG; CREDIT SUISSE TRUST, LTD;
:
PHILIP GLANFIELD; PAMELA LE
:
CHEMINANT; JULIA CHURCH; and DOES 1
:
through 10
:
:
Defendants
:
------------------------------------------------------------- x

USDC SDNY
DOCUMENT
ELECTRONICALLY FILED
DOC #: _________________
DATE FILED: _December 12, 2012

12 Civ. 0198 (PAC)

OPINION & ORDER

HONORABLE PAUL A. CROTTY, United States District Judge:
Defendants Credit Suisse (Guernsey) Ltd. (“CS-G”), Credit Suisse AG (“CS-AG”),
Credit Suisse Trust Ltd. (“CS-Trust”), Philip Glanfield (“Glanfield”), Pamela Le Cheminant (“Le
Cheminant”), and Julia Church (“Church,” and with Glanfield and Le Cheminant, the
“Individual Defendants”) move to dismiss Universal Trading and Investment Co., Inc’s
(“Universal Trading”) and Foundation Honesty International, Inc.’s complaint seeking to recover
money awarded to Universal Trading in an earlier case in which Universal Trading obtained a
default judgment against United Energy Systems of Ukraine, PFG (“United Energy-Ukraine”) in
the amount of $18,344,480. Compl. at ¶¶ 1-2; see also United Energy Sys. of Ukraine, PFG v.
Universal Trading & Inv. Co., Inc., No. 97 Civ. 12180 (D. Mass.). Plaintiffs’ allegations paint a
tangled web of trusts and other entities, many of which are not parties to this action. Non-party
BL Trust was operated by CS-Trust and owned non-party Bassington, Ltd. (“Bassington”). Id. at
¶¶ 13, 55. Bassington owned 90% of non-party United Energy International, Ltd. which, in

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turn, owned 85% of non-party United Energy-Ukraine. Id. at ¶¶ 37-38, 50. Bassington was
controlled by the Individual Defendants, in their capacity as CS-Trust employees. Id. at ¶ 49.
Defendants are claimed to be complicit in a complicated international money laundering and
bribery scheme by United Energy-Ukraine and two of its former executives, Olexander and
Yulia Tymoshenko,1 who improperly transferred “at least $460,000” to an account in New York
via CS-AG and CS-G. Id. at ¶¶ 11, 13, 46, 57. Based on these allegations, Plaintiffs seek to
collect from Defendants the $18 million they are owed by United Energy-Ukraine, plus damages
claimed to be caused by Defendants’ purposeful participation in a fraudulent scheme to frustrate
Universal Trading’s efforts to collect on the judgment. For the reasons discussed below,
Defendants’ motion to dismiss the complaint is granted.
DEFENDANTS’ MOTION TO DISMISS
Defendants moved to dismiss the complaint on a variety of theories, including that (1) the
Court lacks personal jurisdiction over CS-G, CS-Trust, and the Individual Defendants; (2) the
Southern District of New York constitutes a forum non conveniens; (3) Plaintiffs failed to state a
claim upon which relief can be granted with respect to counts two through nine; and (4) count
one was inadequately pled. The Court only addresses those issues necessary to decide this
motion, and therefore does not opine on all of Defendants’ theories.
DISCUSSION
I.

Judicial Notice
In support of its opposition to Defendants’ motion to dismiss, Plaintiffs have requested

that the Court take judicial notice of voluminous filings. Defendants object that judicial notice
1

Universal Trading has brought a separate action on similar grounds against Yulia Tymoshenko, which this Court
dismissed for lack of personal jurisdiction. See Universal Trading & Inv. Co., Inc. v. Tymoshenko, No. 11 Civ.
7877 (S.D.N.Y.), Dkt. No. 28.

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would be improper with regard to statements contained in filings in other recent and ongoing
litigation. In deciding a motion to dismiss, the Court may consider “matters of which judicial
notice may be taken.” Kramer v. Time Warner, Inc., 937 F.2d 767, 773 (2d Cir. 1991). Courts
must be cautious in doing so, however, “because the effect . . . is to deprive a party of the
opportunity to use rebuttal evidence, cross-examination, and argument to attack contrary
evidence.” Int’l Star Class Yacht Racing Ass’n v. Tommy Hilfiger U.S.A., Inc., 146 F.3d 66, 70
(2d Cir. 1998). Therefore, while “‘[a] court may take judicial notice of a document filed in
another court . . . to establish the fact of such litigation and related filings,’” it may not take
judicial notice “‘for the truth of the matters asserted in the other litigation.’” Global Network
Commc’ns, Inc. v. City of New York, 458 F.3d 150, 157 (2d Cir. 2006) (quoting Int’l Star Class
Yacht Racing, 146 F.3d at 70). Since Plaintiffs seek recognition of the assertions made in other
litigations, rather than merely acknowledging the existence of the other litigations and filings
made therein, the Court rejects Plaintiffs’ Request for Judicial Notice as to assertions made in
Exhibits A, B, C, D, E, F, I and J of the Plaintiffs’ filing.
II.

Personal Jurisdiction
Defendants move to dismiss the complaint for lack of personal jurisdiction over CS-G,

CS-Trust and the Individual Defendants, but do not contest the Court’s personal jurisdiction over
CS-AG.2 Def.’s Mem. of Law at 8 n.9. Since Plaintiffs assert diversity jurisdiction, Compl. at ¶
17, personal jurisdiction is governed by New York law. D.H. Blair & Co. v. Gottdiener, 462
F.3d 95, 104 (2d. Cir. 2006). Under the New York law, jurisdiction over out-of-state defendants

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The Court cannot accept Plaintiffs’ argument that jurisdiction over CS-AG confers jurisdiction over its subsidiaries
and employees. “[T]he presence of a local corporation does not create jurisdiction over a related, but independently
managed, foreign corporation” so long as “the activities of the parent [do not] show a disregard for the separate
corporate existence of the subsidiary.” Ritchie Capital Mgmt., LLC v. Coventry First LLC, No. 07 Civ. 3494, 2007
WL 2044656, at *10 (S.D.N.Y. July 17, 2007) (quoting Volkswagenwerk Aktiengesellschaft v. Beech Aircraft
Corp., 751 F.2d 117, 120 (2d Cir. 1984)). Plaintiffs make no such showing.

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may be based on general jurisdiction under CPLR § 301 (“Section 301”) or long-arm jurisdiction
under CPLR § 302 (“Section 302”). “[P]laintiff[s] carr[y] the burden of demonstrating that
jurisdiction exists.” Penachio v. Benedict, 461 Fed. Appx. 4, 5 (2d Cir. 2012) (citing Robinson
v. Overseas Military Sales Corp., 21 F.3d 502, 507 (2d Cir. 1994)). They have failed to do so
and Defendants’ motion to dismiss with respect to CS-G, CS-Trust, and the Individual
Defendants is therefore granted.
A.

Section 301 – General Jurisdiction

Section 301 grants jurisdiction over a foreign party “engaged in such a continuous and
systematic course of ‘doing business’ [in New York] as to warrant a finding of its ‘presence’ in
this jurisdiction.” Laufer v. Ostrow, 434 N.E.2d 692, 649 (N.Y. 1982) (quoting McGowan v.
Smith, 419 N.E.2d 321, 323 (N.Y. 1981)). This requires a finding that they are “‘present’ in the
state ‘not occasionally or casually, but with a fair measure of permanence and continuity.’”
Landoil Resources Corp. v. Alexander & Alexander Servs., 77 N.Y.S.2d 28, 34 (1990). With
regards to corporations, courts consider five factors in making this determination: (1) whether the
company has an office in New York; (2) whether it solicits business in New York; (3) whether it
has any bank accounts or other property in New York; (4) whether it has a phone listing in New
York; and (5) whether it has individuals permanently located in New York to promote its
interests. See, e.g., Hoffritz for Cutlery Inc. v. Amajac, Ltd., 763 F.3d 55, 58 (2d Cir. 1985);
Seldon v. Direct Response Techs., Inc., No. 03 Civ. 5381 (SAS), 2004 WL 691222, at *4
(S.D.N.Y. Mar. 31, 2004).
Plaintiffs do not allege that CS-G had offices, solicited business, had a phone listing, or
had employees located in New York. Rather, they focus on the existence of a bank account at an
unspecified Credit Suisse entity in New York that was controlled by CS-G. Standing alone, that

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is not sufficient to confer general jurisdiction over a foreign defendant. J.L.B. Equities, Inc. v.
Ocwen Fin. Corp., 131 F. Supp. 2d 544, 548 (S.D.N.Y. 2001).
With regard to CS-Trust, Plaintiffs note that Defendants have admitted that it has
“provided trust administration services to ‘a small number of U.S. citizens,’” presumably in
order to show that it has solicited business within the United States. See Def.’s Mem. of Law at
9 (quoting Poidevin Decl. at n.2, May 14, 2012, Dkt. No. 36). But they bear the burden of
showing that CS-Trust solicited business in New York in particular, not just within the United
States. Furthermore, they omit the rest of the footnote, which specifies that “most, if not all of
these clients did not reside in the United States at the time CS-Trust provided its services.”
Poivedin Decl. at n.2. As a result, this is clearly insufficient to show a connection between CSTrust and New York.
Plaintiffs have not alleged that the Individual Defendants engaged in any “systematic
course of ‘doing business’” in New York, Lauder, 434 N.E.2d at 649. As a result, neither CS-G,
CS-Trust, nor the Individual Defendants are subject to personal jurisdiction under Section 301.
B.

Section 302 – Specific Jurisdiction

Plaintiffs assert that this Court “has jurisdiction over all Defendants, because they have
conducted business in the United States, particularly in New York.” Compl. at ¶ 18. Section
302(a)(1) provides that a court may exercise personal jurisdiction over a non-domiciliary who
“transacts any business within [New York], provided that the cause of action arises out of the
transaction of business.” Deer Consumer Prods., Inc. v. Little, 938 N.Y.S.2d 767, 776 (N.Y. Sup.
Ct. 2012) (citing Lebel v. Tello, 707 N.Y.S.2d 426, 426 (1st Dep’t 2000)). To satisfy Section
302(a)(1), “there must be ‘an articulable nexus or a substantial relationship between transactions
occurring within the state and the cause of action sued upon.’” Tamam v. Fransabank Sal, 677 F.

5

Supp. 2d 720, 726 (S.D.N.Y. 2010) (quoting Sunward Elecs., Inc. v. McDonald, 362 F.3d 17, 23
(2d Cir. 2004)). In other words, “jurisdiction will not extend to cover defendants with nothing
more than petty contacts to the state.” Id.
Plaintiffs fail to show that CS-G, CS-Trust and the Individual Defendants, through their
use of a bank account in New York, have conducted business that is sufficiently related to New
York or that the business was more than “‘merely coincidental.’” Best Van Lines, Inc. v.
Walker, 490 F.3d 239, 249 (2d Cir. 2007) (quoting Sole Resort, S.A. de C.V. v. Allure Resorts
Management, LLC, 450 F.3d 100, 103 (2d Cir 2006)).
While New York courts have long held that “the ‘mere maintenance’ of a correspondent
bank account in New York does not suffice to establish personal jurisdiction there” pursuant to
Section 302(a)(1), the interpretation and application of the term “mere maintenance” remained
ambiguous. Licci v. Lebanese Canadian Bank, SAL, No. 183, 2012 WL 5844997 (Nov. 20,
2012) (quoting Licci v. Lebanese Canadian Bank, SAL, 673 F.3d 50, 65-66 (2d Cir. 2012)). The
Court of Appeals recently clarified that a bank transacts business with New York through its
“use of a correspondent bank account, even if no other contacts between the defendant and New
York can be established, if the [bank’s] use of that account was purposeful.” Id. (quoting Licci,
673 F.3d at 66) (emphasis in original). It therefore found that a foreign bank that “did not
operate branches or offices, or maintain employees, in the United States” and whose “sole point
of contact with the United States was a correspondent account” transacted business with New
York because “complaints alleging a foreign bank’s repeated use of a correspondent account in
New York on behalf of a client . . . shows purposeful availment of New York’s dependable and
transparent banking system, the dollar as a stable and fungible currency, and the predictable
jurisdictional and commercial laws of New York and the United States.” Id. It further explained

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that “[w]hile it may be that [the bank] could have routed the dollar transactions . . . elsewhere,
the fact that [it] used a New York account ‘dozens’ of times indicates desirability and a lack of
coincidence.” Id. Accordingly, it may be concluded that CS-G transacted business in New
York as a result of its use of a correspondent account to effectuate multiple wire transfers. See
Compl. at ¶¶ 57-58.
Nevertheless, Plaintiffs have failed to allege that their claims “arise from” the wire
transfers in New York because there is no “articulable nexus or substantial relationship” between
the transfer of $460,000 dollars to a New York bank account in 1997 and Defendants’ alleged
role in the “concealment of [United Energy-Ukraine’s] assets, to prevent their collection,”
Compl. at ¶ 93, in the context of an $18 million judgment entered nearly a decade later. Section
302(a)(1) requires, “at a minimum, a relatedness between the transactions and the legal claim
such that the latter is not completely unmoored from the former.” Licci, 2012 WL 5844997.
The Court of Appeals found that a bank’s “repeated use” of a correspondent account to finance
terrorist activities were sufficient to find that terrorism-related claims arose from the bank
transactions at issue where the bank “did not route a transfer for a terrorist group once or twice
by mistake,” but “[r]ather . . . deliberately used a New York account again and again to effect its
support of . . . allegedly shared terrorist goals.” Id. That rationale is not available here. Since
Plaintiffs have not alleged that CS-G shared the goal of concealing United Energy-Ukraine’s
assets, have offered no explanation as to how this goal would be furthered by moving a relatively
paltry sum through an account in New York, or how doing so could have been intended to
prevent collection of a judgment that had not yet occurred and could not have been foreseen at
the time of the wire transfers, the claimed connection is too attenuated to find that the “arising
from” requirement has been satisfied with regard to CS-G.

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With regard to the Individual Defendants and CS-Trust, their employer, Plaintiffs only
“presume” and “infer” that at least one of the three Individual Defendants chose to transfer the
$460,000 to New York, but do not specify who made this decision. See Pl.’s Mem. of Law at
10-11. Moreover, the Complaint does not allege that any of the Individual Defendants were
involved, but rather that “Olexandr Tymoshenko instructed, by two letters . . . to wire transfer
$460,000 to Bassington’s account in New York.” Compl. at ¶ 57. Plaintiffs have therefore
failed to allege that any of the Individual Defendants or that CS-Trust transacted any business
with New York.
Accordingly, all claims against CS-G, CS-Trust, and the Individual Defendants are
dismissed for want of personal jurisdiction.
III.

Failure to State a Claim for Which Relief May Be Granted3
A.

Legal Standard

In considering a motion to dismiss, the Court “accept[s] as true all of the factual
allegations contained in the complaint,” and construes the complaint in the light most favorable
to the plaintiff. Bell. Atl. Corp. v. Twombly, 550 U.S. 544, 572 (2007). The Court only
“assess[es] the legally feasibility of the complaint;” it does not “assay the weight of the evidence
which might be offered in support thereof.” Levitt v. Bear Stearns & Co., 340 F.3d 94, 101 (2d
Cir. 2003). To state a facially plausible claim, a plaintiff must plead “factual content that allows
the court to draw the reasonable inference that the defendant is liable for the misconduct
alleged.” Ashcroft v. Iqbal, 556 U.S. 662, 677 (2009). “A pleading that offers ‘labels and
conclusions’ or ‘a formulaic recitation of the elements of a cause of action will not do.’ Nor

3

Though this analysis primarily applies to CS-AG, which did not move to dismiss the complaint for lack of personal
jurisdiction, it also provides an alternative ground for dismissing the claims against CS-G, CS-Trust, and the
Individual Defendants. See Def.’s Mem.of Law at 8 n.9.

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does a complaint suffice if it tenders ‘naked assertion[s]’ devoid of ‘further factual
enhancement.’” Id. (quoting Twombly, 550 U.S. at 557).
Complaints sounding in fraud must meet a heightened pleading standard, such that the
plaintiff “must state with particularity the circumstances constituting fraud.” Fed. R. Civ. P.
9(b). “In general, allegations of fraud based on information and belief do not satisfy the
requirements of Rule 9(b)” unless they regard “matters particularly within the knowledge of the
opposing party,” for which the allegations may be made on information and belief; but “must be
accompanied by a statement of the facts on which the belief is founded.” Cargo Partner AG v.
Albatrans Inc., 207 F. Supp. 2d 86, 116 (S.D.N.Y. 2002), aff’d, 352 F.3d 41 (2d Cir. 2003).
B.

Counts 1 and 4

Plaintiffs’ first cause of action seeks recovery from Defendants of its July 7, 2005 default
judgment against United Energy-Ukraine. Compl. at ¶ 1-2, 84, 93-95; see also United Energy
Sys. Of Ukraine, PFG v. Univ. Trading & Investment Co., Inc., Registration of Foreign
Judgment, No. 11-mc-249-P1 (S.D.N.Y. July 19, 2011), Dkt. No. 1. Universal Trading also has
a default judgment against Bassington. See Universal Trading & Investment Co. v. Bassington,
Ltd., Registration of Foreign Judgment, No. 12-mc-165-P1 (S.D.N.Y. May 15, 2012), Dkt. No.
1. Plaintiffs’ fourth cause of action seeks to pierce Bassington’s corporate veil and have
“Bassington declared as [United Energy-Ukraine’s] alter ego, for purpose of satisfying the
judgment debt.” Compl. at ¶ 111. Piercing the corporate veil is not “a cause of action
independent of that against the corporation.’” Network Enters. Inc. v. Reality Racing, Inc., No.
09 Civ. 4664, 2010 WL 3529237, at *4 (S.D.N.Y. Aug. 24, 2010) (quoting Morris v. N.Y. State
Dep’t of Taxation & Fin., 82 N.Y.2d 135, 141 (1993)). Plaintiffs’ fourth cause of action is
dismissed because, “to the extent Plaintiff[s] attempt[] to allege alter ego liability as an

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independent cause of action, the claim fails without any need for further analysis.” Id. (emphasis
in original).
It is unnecessary for the Court to reach the issue of whether Plaintiffs can successfully
pierce the corporate veil in order to hold CS-AG liable for the default judgments against
Bassington or United Energy-Ukraine. Even assuming arguendo that CS-AG is their alter ego,
Plaintiffs’ claim against CS-AG would still fail. Pursuant to Fed. R. Civ. P. 69(a)(1), the process
for executing a money judgment is governed here by N.Y.C.P.L.R. § 5225(b), under which “a
judgment creditor pursuing property in the possession of someone other than the judgment
debtor must commence an action against the person in possession.” Alliance Bond Fund, Inc. v.
Grupo Mexicano De Desarrollo, S.A., 190 F.3d 16, 21 (2d Cir. 1999) (emphasis added).
Plaintiffs allege that $460,000 was transferred to Bassington’s account with CS-G in 1997,
Compl. at ¶¶ 13, 58, and now asserts that the assets “are held through Credit Suisse’s entities,”
without specifying which entities or providing any factual allegations underlying this assertion.
Pl.’s Opp’n at 22. This is plainly insufficient to show that CS-AG currently possesses the assets
on behalf of Bassington or United Energy-Ukraine that Plaintiffs hope to recover. Plaintiffs have
not alleged that CS-AG, as opposed to its corporate affiliates, ever held assets on behalf of
Bassington, and its vague statement that it believes that the assets are now held by unspecified
“Credit Suisse entities” does not meet the pleading standards set out by Iqbal and Fed. R. Civ. P.
9(b). Moreover, the only bank account identified by Plaintiffs that Bassington held with any
Credit Suisse entity was closed in 1999. Neither CS-G nor CS-Trust currently hold funds or
other property on behalf of Bassington or United Energy-Ukraine from which their debts to
Universal Trading can be paid. Welch Decl. at ¶¶ 20-21; Le Poidevin Decl. at ¶¶ 15, 22.
Accordingly, Plaintiffs first cause of action is dismissed because “[t]here is simply no property

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or money still existing that belongs to [Bassington or United Energy-Ukraine] for [Plaintiffs] to
attach.” Baker v. Power Secs. Corp., 948 F. Supp. 255, 261 (W.D.N.Y. 1996).
C.

Counts 2, 3, 5, 6, 7, and 8

Federal courts sitting in diversity apply the forum state’s statutes of limitation. Hughes v.
Equity Office Props. Trust, 245 Fed. Appx. 88, 89 (2d Cir. 2007) (citing Guaranty Trust Co. v.
York, 326 U.S. 99, 107-08 (1945)). Pursuant to N.Y. C.P.L.R. § 202, New York applies the
shorter of the limitations period of either New York or the state of accrual, which, for purely
economic injuries, “is usually where the plaintiff resides and sustains the economic impact of the
loss.” Global Fin. Corp. v. Triarc Corp., 93 N.Y.2d 525, 530-31 (1999). Because Plaintiffs are
Massachusetts corporations, Massachusetts law governs and the statute of limitations for
Plaintiffs’ conversion (count two), unjust enrichment (count three), constructive trust (count
five), equitable lien (count six), fraudulent conveyance (count seven) and civil conspiracy (count
eight) claims is three years.4 Mass. Gen. Laws ch. 260, § 2A; see also Cambridge Literary
Props., Ltd. v. W. Goebel Porzellanfabrik G.M.B.H. & Co. KG, 448 F. Supp. 2d 244, 263 n.16
(D. Mass. 2006). Defendants’ last specified act occurred on July 7, 1998, when CS-G “blocked”
or “froze” “assets related to” accounts held by United Energy-Ukraine, Bassington, the
Tymoshenkos, and “a number of their co-conspirators,” at which point CS-AG “froze all assets
related to [United Energy-Ukraine].” Compl. at ¶¶ 68-69. Bassington’s account with CS-G was
closed on April 19, 1999 and BL Trust’s accounts with CS-G were closed on May 4, 1999, and
May 8, 2001. Welch Decl. at ¶¶ 21, 23. Plaintiffs filed their complaint in the instant matter on
January 11, 2012, over a decade later.

4

Though Defendants assert that New York’s statute of limitations should apply to Plaintiffs’ conversion claim and
that Massachusetts’s statute of limitations should apply to all of Plaintiffs’ other claims, it is not necessary to address
this distinction because the applicable statute of limitations for the conversion claim is the same regardless of which
statute is applied. Compare Mass. Gen. Laws ch. 260 § 2A and N.Y. C.P.L.R. § 214(3).

11

Plaintiffs raise three arguments regarding the statute of limitations. First, Plaintiffs argue
its 2012 default judgment against Bassington “resets the statutes of limitations applicable to a
judgment creditor.” Pl.’s Opp’n at 23. Plaintiffs fail to cite any authority for this proposition,
however, nor do they explain the supposed relationship between the default judgment against
Bassington and the claims at issue here against CS-AG. Second, Plaintiffs assert that statutes of
limitations defenses are properly raised only on summary judgment. This is not correct, they
may also be raised where “it appears on the face of the complaint that the cause of action has not
been brought within the statute of limitations.” Santos v. Dist. Council of N.Y.C. & Vicinity of
United Bhd. Of Carpenters & Joiners of Am., 619 F.2d 963, 967 n.4 (2d Cir. 1980).
Finally, Plaintiffs assert that the statute of limitations argument is “moot” because of
Defendants’ ongoing concealment of the assets in question. Pl.’s Opp’n at 23. However, “it is a
well-settled rule that causes of action in tort generally accrue under G.L. c. 260 § 2A at the time
the plaintiff is injured,” Joseph A. Fortin Construction, Inc. v. Massachusetts Housing Finance
Agency, 392 Mass. 440, 442 (1984), and the fact that “[t]he plaintiff may have suffered ongoing
injuries following the actions of which he complained . . . does not transform the alleged
wrongdoing into a continuing tort.” Kirley v. Kirley, 521 N.E.2d 1041, 1043 (Mass. App. Ct.
1988) (citations omitted). Because the last acts that Defendants allegedly committed occurred
over a decade ago, the applicable statutes of limitations have long since run. Plaintiffs’ second,
third, fifth, sixth, seventh and eighth causes of action are therefore dismissed.
D.

Count 9

Plaintiffs seeks a declaratory judgment regarding “whether Bassington has been a true
corporation or rather its corporate veil should be pierced for purposes of collecting Universal
Trading’s judgment,” whether Bassington should be held severally and jointly liable with United

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