Roger Jeffrey Miner

“ Although the FAA clearly manifests support for these goals, we do not think that Congress has demonstrated any interest in interfering with a judicially-created doctrine that has served to conserve judicial resources and save time and work for litigants. ”

“ Glazier was hired in January of 1995 as Thomson Investment Software's Vice President and Director of Research and Development at a starting salary of $ 150,000 plus additional payments of "incentive compensation" based in part upon the revenues received by Thomson in connection with the sale or license of products developed by Glazier. On the same day, Thomson and C3 entered into an assets purchase agreement (the "Thomson Agreement" or "assets purchase agreement") . As part of the transaction, Thomson assumed C3's intellectual products, trademarks and tradenames. ”

“ There is substantial factual overlap bearing on the issues raised on the appeal and the cross-appeal. The machinations of Glazier with respect to the evasion of payment to Freeman must be examined. Glazier acted through Glazier, Inc. and C3 to insulate himself from personal liability to Freeman and thereafter entered into an agreement with Thomson also arguably designed to insulate himself from such liability. As in McCowan, the appropriateness of a stay pending arbitration requires an examination of the relationship between two defendants, here Glazier and Thomson. ”

“ The district court found that "to regard [Glazier] as anything but the sole stockholder and controlling person of C3 would be to exalt form over substance." Freeman, No. 95 Civ. 3811, slip op. at 8. Under the unique facts of the instant case, viewed in their totality, we agree that it is appropriate to treat Glazier as an "equitable owner" for veil-piercing purposes. See Lally, 603 N.Y.S.2d at 621.
B. Piercing the C3 Veil The presumption of corporate independence and limited shareholder liability serves to encourage business development. See Wm. Passalacqua Builders, Inc. ”

“ While the order staying the action as to Freeman's claim against Glazier and directing arbitration of that claim therefore is not ordinarily appealable, it is appropriate for us to exercise pendent appellate jurisdiction over the appeal in this case because of the overlap in the factors relevant to our consideration of the appealable and non-appealable issues presented. "Under the doctrine of pendent appellate jurisdiction, once we have taken jurisdiction over one issue in a case, we may, in our discretion, consider other nonappealable issues in the case as well . ”

“ The consulting agreement obligated C3 to pay Glazier, Inc. annual compensation of $ 150,000, with "cost-of-living" adjustments. In addition, it was to pay Glazier, Inc. a bonus for each calendar year equal to 60% of the first $ 200,000 in revenues received by C3, 70% of the next $ 200,000, 80% of the third $ 200,000, and 85% of all revenues received thereafter.↑ Although Glazier contends that C3 maintains in excess of $ 100,000 pending the outcome of this litigation, these funds are in escrow to indemnify Thomson for its legal fees. ”

“ See Thomson-CSF, 64 F.3d at 777. Specifically, such "liability . . . may be predicated either upon a showing of fraud or upon complete control by the dominating [entity] that leads to a wrong against third parties." Wm. Passalacqua Builders, 933 F.2d at 138. As we explained in Wm. Passalacqua Builders, to pierce the corporate veil under New York law, a plaintiff must prove that " (1) [the owner] has exercised such control that the [corporation] has become a mere instrumentality of the [owner] , which is the real actor; (2) such control has been used to commit a fraud or other wrong ”

“ See Filanto, S.p.A., 984 F.2d at 60 (In an independent proceeding, i.e., one where "the plaintiff seeks an order compelling or prohibiting arbitration or a declaration that a dispute is arbitrable or not arbitrable, and no party seeks any other relief, . . . the objecting party need not await the outcome of the arbitration before challenging the order to arbitrate." (citations omitted) ) .↑ From this revenue, C3 paid $ 66,541 in development costs, $ 18,332 in royalties, presumably to Columbia, $ 53,875 in sales commissions, $ 20,323 in legal fees, and $ 397,900 to Glazier, Inc. ”