Ranif Co v. Physician Wellness Group Inc et al

Filing 49

MEMORANDUM OPINION AND ORDER grants 33 Motion for Summary Judgment, 34 Motion for Summary Judgment, 35 Motion for Summary Judgment, 36 Motion for Summary Judgment, 37 Motion for Summary Judgment. (Ordered by Judge Brantley Starr on 11/16/2022) (ygl)

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UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF TEXAS
DALLAS DIVISION
RANIF CO., d/b/a INVISIBLE
DEFENDER,
Plaintiff,
v.
PHYSICIAN WELLNESS GROUP,
et al.,
Defendants.

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Civil Action No. 3:20-CV-3567-X

MEMORANDUM OPINION AND ORDER
Before the Court are five motions for summary judgment. [Doc. Nos. 33, 34,
35, 36, and 37].

Plaintiff filed no responses to theses motions.

After careful

consideration, and for the reasons below, the Court GRANTS all five motions.
I.

Factual Background

In its simplest form, this case involves a breach of contract between Ranif Co.
(“Ranif”) and Physician Wellness Group (“PWG”). Ranif alleges that it agreed to pay
PWG for delivering medical gowns within a certain timeframe and that PWG failed
to deliver the gowns. In addition to PWG, Ranif also asserted claims against entity
defendants Jareou Holding, LLC (“JH”) and NuVerus USA, Inc. (“NuVerus”), and
individual defendants Michael Jareou, Francisco Zangerolame, and Curtis Cruz.
Ranif claims that “at all relevant times” the defendants “were the agents,
employees, supervisors, servants[,] and joint venturers of each other,” and that

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“[e]ach Defendant is the alter ego of one or more co-Defendants.”1 Each of these five
defendants filed a motion for summary judgment asserting that it was not involved
in the complained-of conduct and was not an alter ego of any other defendant, and
that piercing the corporate veil was unwarranted under the circumstances.
Additionally, each of these motions contained an affidavit averring the defendant’s
lack of involvement.
Ranif did not respond to any of the motions for summary judgment.
II.

Legal Standard

District courts “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.”2 “A dispute is genuine if the evidence is such that a reasonable
jury could return a verdict for the nonmoving party.”3
III.

Analysis

A. NuVerus
Ranif alleges that NuVerus is an “alter ego” of PWG.4 Ranif’s complaint,
despite containing this allegation, fails to present any information sufficiently linking
NuVerus to PWG. In NuVerus’s motion for summary judgment, NuVerus put forth
evidence demonstrating that it is not related to the other defendants and did not

1

Doc. No. 21 at 3.

2

FED. R. CIV. PROC. 56(a).

3

Westfall v. Luna, 903 F.3d 534, 546 (5th Cir. 2018) (cleaned up).

4

Doc No. 21 at 2.

2

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participate in the unlawful conduct Ranif alleges.5 Specifically, the CEO of NuVerus,
defendant Michael Jareou, stated in an affidavit that “NuVerus is not an owner,
operator, [or] investor” for PWG and “is not an owner, operator, investor, [or] alter
ego” for JH.6 Ranif failed to respond to this evidentiary portion of the motion for
summary judgment and therefore fails to demonstrate that there is a genuine dispute
of material fact.
Ranif further failed to provide evidence that NuVerus is an alter ego of PWG,
as well as evidence that, if NuVerus were an alter ego of PWG, it utilized its alter ego
status to perpetuate actual fraud for its own benefit. Under the alter ego doctrine,
“courts disregard the corporate entity when there exists such unity between
corporation and individual that the corporation ceases to be separate and when
holding only the corporation liable would promote injustice.”7 Generally, the alter
ego doctrine applies when a party seeks to hold an individual or entity liable for the
obligations of a corporation in which the individual or entity owns stock. 8 A party
may demonstrate alter ego by:
[D]emonstrating several factors such as: (1) the payment of alleged
corporate debts with personal checks or other commingling of funds;
(2) representations that the individual will financially back the
corporation; (3) the diversion of company profits to the individual for his
or her personal use; (4) inadequate capitalization; (5) whether the

5

See Doc No. 37; Doc. No. 37-1.

6

Doc. No. 37-1 at 1.

7 Mancorp, Inc. v. Culpepper, 802 S.W.2d 226, 228 (Tex. 1990). The Court must apply Texas
state substantive law in this action brought under its diversity jurisdiction. See, e.g., United States
v. Lothringer, No. 20-50823, 2021 WL 4714609, at *1 (5th Cir. Oct. 8, 2021) (per curiam) (applying
Mancorp to determine whether “alter ego” status applied).
8

See Zahra Spiritual Tr. v. United States, 910 F.2d 240, 245–46 (5th Cir. 1990).

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corporation has been used for personal purposes; and (6) other failure to
keep corporate and personal assets separate.9
In its pleadings, Ranif fails to allege anything substantive that would
demonstrate how NuVerus is an alter ego of PWG. NuVerus, however, provides in
its motion for summary judgment multiple reasons why it is not an alter ego and why
it could not be held liable even if it were an alter ego. The Court accepts NuVerus’s
reasoning. Specifically, the Court agrees that Ranif does not demonstrate evidence
of abuse, dishonesty of purpose, or intent to deceive between NuVerus and PWG
because NuVerus was not involved in the transactions in dispute. The Court sees no
genuine dispute of material fact over NuVerus’s status as an alter ego.
The Court GRANTS summary judgment for NuVerus.
B. JH
Ranif also failed to show any genuine dispute of material fact exists over its
“belief” that JH is the “owner, operator, and investor” in, as well as an “alter ego” of,
defendants PWG and NuVerus.10 Accordingly, Ranif’s failure to respond to JH’s
motion for summary judgment and accompanying affidavit is fatal to its claims
against JH.
Furthermore, as with its NuVerus analysis for alter ego, Ranif provides
nothing substantive—either factually or legally—to show that JH is an alter ego of
PWG. JH, however, provides evidence—both factual and legal—to demonstrate that

9

In re Cyr, 838 F. App’x 54, 62–63 (5th Cir. 2020).

10

Doc. No. 21 at 2.

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there is no genuine dispute of material fact. Especially in light of Ranif’s failure to
respond, the Court accepts JH’s reasoning.
The Court GRANTS summary judgment for JH.
C. Curtis Cruz
According to the facts and affidavits before the Court, Curtis Cruz never acted
in his personal capacity regarding the facts in dispute in this lawsuit; instead, he
exclusively worked for PWG as a consultant.11 Furthermore, Ranif cannot pierce
PWG’s corporate veil because there is no evidence showing that Cruz is an alter ego
of PWG.12 Ranif pled no facts to demonstrate that Cruz is an alter ego, and it did not
respond to Cruz’s motion for summary judgment that presented facts to demonstrate
otherwise.

Considering the dearth of information in Ranif’s complaint and the

subsequent failure to respond to the motions for summary judgment, it is clear that
there is no genuine dispute of material fact regarding Cruz’s involvement.
The Court GRANTS summary judgment for Curtis Cruz.
D. Francisco Zangerolame
Like Curtis Cruz, Zangerolame claims he never acted in his personal capacity
and solely represented PWG and NuVerus as a contractor.13 Zangerolame provided
a brief and an attached affidavit to the Court to show the nature of his involvement,
and Ranif offered nothing to contradict this. There is no genuine dispute of material

11

Doc. No. 33 at 2–4, 33-1 at 1.

12

See Doc. No. 33 at 4–8.

13

Doc. No. 34 at 2–4.

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fact here. Furthermore, Ranif cannot pierce the corporate veil to reach Zangerolame
because no evidence shows that Zangerolame is an alter ego of PWG or NuVerus.
Zangerolame showed that he worked as a contractor and never used PWG or NuVerus
for illegal purposes.14 Ranif did not respond to this motion for summary judgment,
making it clear that there is no genuine dispute of material fact regarding
Zangerolame’s involvement.
The Court GRANTS summary judgment for Francisco Zangerolame.
E. Michael Jareou
Finally, similar to both Cruz and Zangerolame, Jareou alleges he did not act
in his personal capacity in his representation of PWG as it its owner.15 In his motion
for summary judgment and attached affidavit, Jareou provides facts to demonstrate
he never worked in his personal capacity,16 and Ranif provides no facts to contest
them. The Court sees no genuine dispute of material fact here. Additionally, Ranif
cannot pierce the corporate veil to get to Jareou personally because he is not an alter
ego of PWG nor is he using PWG for illegal purposes. The Court finds no genuine
dispute of material fact over Jareou’s personal involvement or his potential liability
as an alter ego.
The Court GRANTS summary judgment for Michael Jareou.
VI.

Conclusion

14

Id. at 5–8.

15

Doc. No. 36 at 3–4.

16

Doc. No. 36 at 4–8, 36-1.

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The standard for a claim to survive a motion for summary judgment is clear: a
demonstration of a genuine dispute of material fact. All five motions for summary
judgment appeared to show there was no genuine dispute of material fact, and Ranif
did nothing to show that there was. Therefore, the Court GRANTS all five motions
for summary judgment.
IT IS SO ORDERED this 16th day of November, 2022.

_____________________________
BRANTLEY STARR
UNITED STATES DISTRICT JUDGE

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