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Presenting a live 90-minute webinar with interactive Q&A

Piercing the Corporate Veil:

Minimizing Alter Ego Liability for

Subsidiaries, Affiliates and Related Entities

Today’s faculty features:

1pm Eastern | 12pm Central | 11am Mountain | 10am Pacific

THURSDAY, JUNE 8, 2017

Matthew A. Lipman, Partner, McElroy Deutsch Mulvaney & Carpenter, Philadelphia

Brett M. Larson, Shareholder, Messerli & Kramer, Minneapolis

Nathan J. Nelson, Shareholder, Messerli & Kramer, Minneapolis

J-A27004-16

NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37

POWER LINE PACKAGING, INC. IN THE SUPERIOR COURT OF PENNSYLVANIA

Appellee

v.

HERMES CALGON/THG ACQUISITION

LLC, FRANCO S. PETTINATO AND JOSEPH FALSETTI

Appellants No. 7 EDA 2016

Appeal from the Order Entered November 24, 2015 In the Court of Common Pleas of Bucks County

Civil Division at No(s): 2010-02341-36

BEFORE: PANELLA, J., LAZARUS, J., and FITZGERALD, J.*

MEMORANDUM BY LAZARUS, J.: FILED JANUARY 10, 2017

Hermes Calgon/THG Acquisition LLC, Franco S. Pettinato and Joseph

Falsetti (collectively, Appellants) appeal from the order, entered in the Court

of Common Pleas of Bucks County, which awarded Appellee Power Line

Packaging, Inc. (Power Line) restitution, interest and storage fees based

upon claims of unjust enrichment, quantum meruit, and piercing the

corporate veil. Upon careful review, we affirm based upon the opinions of

the Honorable Gary B. Gilman.

This matter arises out of a failed business venture between the parties

in which Appellants requested that Power Line manufacture a new product

____________________________________________

* Former Justice specially assigned to the Superior Court.

J-A27004-16

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line of personal care products. Power Line allegedly spent over $62,000.00

in costs, plus significant time in development and production, for which

Appellants failed to reimburse Power Line. Following a non-jury trial held on

February 3 and 4, and September 4, 2014, the trial court found in favor of

Power Line and awarded the company restitution in the sum of $101,137.21,

plus prejudgment interest in the amount of $37,390.29. The court also

awarded post-judgment interest in the amount of $16.63 per day and

storage fees of $138.70 per month after October 2014.

Appellants filed timely post-trial motions, which the court denied on

November 18, 2015. Thereafter, Appellants filed a timely notice of appeal1

and court-ordered concise statement of errors complained of on appeal

pursuant to Pa.R.A.P. 1925(b). On appeal, Appellants raise the following

issues for our review:

1. Whether the trial court abused its discretion and/or erred as a

matter of law in finding any justifiable reliance on the part of [Power Line] with respect to its claims of misrepresentation.

2. Whether the trial court abused its discretion and/or erred as a

matter of law in finding, upon Power Line’s claim for quantum meruit, 1) that Power Line conferred a benefit upon anyone,

and/or 2) that anybody appreciated and/or retained any such benefit.

Brief for Appellant, at 2.

____________________________________________

1 Although the court denied the post-trial motions on November 18, 2015,

notice of the order was not mailed to the parties until November 24, 2015. Accordingly, the filing of the notice of appeal on December 24, 2015, was

timely.

J-A27004-16

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We note that our role in reviewing

non-jury trial verdicts is to determine whether the findings of the trial court are supported by competent evidence and whether the

trial court committed error in any application of the law. The findings of fact of the trial judge must be given the same weight

and effect on appeal as the verdict of a jury. We consider the evidence in a light most favorable to the verdict winner. We will

reverse the trial court only if its findings of fact are not supported by competent evidence in the record or if its findings

are premised on an error of law.

Rissi v. Cappella, 918 A.2d 131, 136 (Pa. Super. 2007).

Instantly, the trial court made detailed findings of fact showing that

Appellants engaged in a course of conduct that induced Power Line to

manufacture the personal care product line and that Power Line justifiably

relied upon Appellants’ actions. Likewise, the court’s determination to pierce

the corporate veil of Hermes Calgon is supported by the record. See

Advanced Telephone Systems, Inc. v. Com-Net Professional Mobile

Radio, LLC, 846 A.2d 1264, 1280, 1281 n.12 (Pa. Super. 2004) (corporate

veil is pierced when one in control “uses that control or corporate assets to

further one’s own personal interests. . . . by intermingling his personal

interests with the corporation’s interests[;]” where appropriate, “the doctrine

of piercing the corporate veil will be applied to a limited liability company.”)

We find that the opinions by the Honorable Gary B. Gilman dated

September 30, 2015, and February 24, 2016, comprehensively address the

issues raised on appeal, and we affirm on that basis. We direct the parties

to attach a copy of both decisions in the event of further proceedings.

Order affirmed.

J-A27004-16

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Judgment Entered.

Joseph D. Seletyn, Esq. Prothonotary

Date: 1/10/2017