Case Number: BC604381    Hearing Date: January 11, 2018    Dept: 58

Hearing Date:              January 11, 2017

Case Name:                 Fryzer v. Albertini Italian Windows & Floors, LLC, et al.

Case No.:                    BC604381

Motion:                       Motion for Summary Judgment

Moving Party:             Defendant Marco Albertini

Opposing Party:          Plaintiff Joseph Fryzer

Tentative Ruling:      The Motion is granted.

This is an action arising from the purchase of a defective door and window system which failed during a hurricane.  On December 9, 2016, Plaintiff filed the operative First Amended Complaint alleging causes of action for (1) negligence, (2) strict products liability, (3) breach of implied warranty, (4) breach of express warranty, and (5) property damage.

Defendant Marco Albertini moves for summary judgment on the basis that the subject window system was purchased from Albertini-USA, LLC and installed by an independent contractor.  Further, Defendant argues that the evidence merely shows that he was an employee of Albertini-USA such that he is not subject to tortious liability based on acts of the corporation.  Finally, Albertini argues there is no evidence that he is alter-ego of Albertini-USA, LLC.  Defendant’s Request for Judicial Notice in connection with the motion is granted.

Plaintiff concedes that there is no basis for the first, third, fourth, and fifth causes of action.  However, Plaintiff argues that Marco Albertini is liable for the second cause of action for products liability as an alter-ego of Albertini-USA, LLC.

The alter-ego doctrine consists of two components—a unity of interest and ownership between the corporation and individual such that the corporation’s separate personality no longer exists, and an inequitable result if the individual were not held liable.  “Before a corporation’s obligations can be recognized as those of a particular person, the requisite unity of interest and inequitable result must be shown.”  (Leek v. Cooper (2011) 194 Cal.App.4th 399, 411.)  To analyze alter ego liability, courts consider a number of factors, including the commingling of funds and other assets, the holding out by one entity that it is liable for the debts of the other, identical equitable ownership, use of the same offices and employees, use of one as a mere shell or conduit for the affairs of the other, inadequate capitalization, disregard of corporate formalities, lack of segregation of corporate records, and identical directors and officers.  (Sonora Diamond Corp. v. Superior Court (2000) 83 Cal.App.4th 523, 538-539.)

Here, the Court finds that the evidence presented by Plaintiff does not raise a triable issue as to alter-ego liability.  Plaintiff argues that Marco Albertini is the alter-ego of Alberitni-USA, LLC because (1) Marco was a director of Albertini-USA (Plaintiff’s Separate Statement of Undisputed Fact ¶ 2), (2) he negotiated the door and window contract with Plaintiff (Plaintiff’s Separate Statement of Additional Fact ¶ 2), and (3) Albertini-USA is now insolvent such that there would be an inequitable result were the doctrine not applied.  (See Defendant’s Separate Statement of Undisputed Fact ¶ 3.)  Even if taken as true, the Court finds that these facts are not sufficient for a trier of fact to find alter-ego liability.  Plaintiff has produced no substantial evidence that would establish a unity of interest.  That Marco was a director of Albertini-USA and that he negotiated a contract are of little consequence in this regard standing alone. Any other conclusion would gut the basic rules that govern corporations.  Possibly, down the road, the landscape in this regard might change one way or another.

Marco Albertini’s Motion for Summary Judgment is granted.

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