Sham Entities • Jurisdiction • Fiduciary Shield Doctrine

Eddystone Rail Co., LLC v. Bridger Logistics, LLC, PICS Case No. 17-1256 (E.D. Pa. July 19, 2017) Kelly, S.J.(15 pages).

The court found that it had specific jurisdiction over the individual defendants in plaintiffs action alleging claims of alter ego, intentional fraudulent transfer, constructive fraudulent transfer and breach of fiduciary duties of care and loyalty to creditors and the complaint adequately alleged colorable claims against each defendant. Motions to dismiss denied.

Defendants developed a business plan to deliver North Dakota crude oil by rail to Pennsylvania and transload it to river barges for delivery to a refinery. Plaintiff entered into a contract to build a transloading facility with one LLC defendant. Plaintiff asserted that the defendant was a sham entity and sought to recover the $140 million it spent building the facility. Plaintiff alleged the LLC had no employees and no independent revenue and it made the transloading facility exclusively available to another company without obtaining any written contract or opportunity for profit in return. Plaintiff further alleged that when defendants' shipping arrangement scheme began to fail, defendants saddled plaintiff with the cost of the transloading facility. Plaintiff asserted alter ego, intentional fraudulent transfer, constructive fraudulent transfer and breach of fiduciary duties of care and loyalty to creditors. Individual defendants moved to dismiss, alleging failure to state a claim and lack of personal jurisdiction.