Here we go again:
Plaintiff seeks to collect the outstanding balance owed from Defendant Healthcare Enterprises, L.L.C. d/b/a Princesse Pharmacy and Defendant Octavio RX, Enterprises, L.L.C., d/b/a Christian's Pharmacy & Medical Supplies (collectively “Corporate Defendants”) as well as Defendant Christian. (Dkt. No. 13 at 3). Plaintiff alleges that Corporate Defendants “are shell corporations or alter egos of [Defendant] Christian, owner of the different establishments known as Princesse Pharmacy, [and] Christian's Pharmacy & Medical Supplies.”
Cesar Castillo, INC. v. Healthcare Enterprises, L.L.C., CV 2012-108, 2016 WL 5660437, at *1 (D.V.I. Sept. 27, 2016).
So, the "Corporate Defendants" are actually formed as a limited liability company (LLC). As so often happens, the court get this wrong. This is one of the challenges that come from veil piercing law that treats all such cases a "piercing the corporate veil" instead of "piercing the entity veil" or piecing the veil of limited liability." The court ultimately dismisses the veiling piercing claim as to Christian individually because there were no factual allegations in the complaint sufficient to support veil piercing. I would have dismissed it for making an impossible assertion. Following is the from th complaint:
The defendants Octavio Rx Enterprises, LLC and Healthcare Enterprises, LLC are shell corporations or alter egos of Gerard Christian, owner of the different establishments known as Princesse Pharmacy, Christian’s Pharmacy & Medical Supplies.
These are LLCs, which cannot be "shell corporations." We're done. Furthermore, it's not at all clear that the Virgin Islands recognize veil piercing for LLCs. I admit, they almost certainly do, as even when statutes don't mention veil piercing, courts usually adopt it. Still, it would be nice for someone to cite the authority that extend veil piercing to LLCs or state that they are extending the doctrine. Instead, even the defendant assumes the veil piercing option exists, stating," [A] court will permit the plaintiff to pierce the corporate veil only when it determines that the corporation is 'little more than a legal fiction.' Pearson v. Component Technology Corp., 247 F.3d 471, 485 (3rd Cir.2001)."
This is a case where the complaint gets wrong the entity type, and which then means it messes up how the entity should be analyzed. The defendant's counsel doesn't hold the plaintiff accountable. And the court allows it all. I think the court did get the outcome right, at least.
The thing is, though, if even one of these parties got it right, the whole thing probably ends up right. It's obviously going to be a long road to get this right, but for the record, I am willing to fly to the Virgin Islands to help out.