REBH v. Rotterdam Ventures Inc

In REBH v. Rotterdam Ventures Inc., 252 AD2d 609 (3d Dept 1998), plaintiffs had commenced a prior action against a parent company and its subsidiary for breaches of contract. Judgment was entered against the subsidiary, but the parent company was found not to be liable on the contract, and the case against it was dismissed. Id. at 609-10. Plaintiffs subsequently commenced an enforcement action against the parent company to pierce the corporate veil and collect on the subsidiary's debt. Id. at 609. The Appellate Division held that the "Supreme Court properly rejected defendant's assertion that the present enforcement action is barred by collateral estoppel or res judicata." Id. at 610. Although the defendant in the enforcement action had been named in the initial suit and the claim against it dismissed, the Appellate Division held that because piercing the corporate veil had not been "actually determined in the prior proceeding, the doctrine of collateral estoppel does not prevent its consideration at this juncture." Id. The court further explained that "inasmuch as the claims presently before us have their origins in different factual occurrences (the earlier suit involved proof of the circumstances surrounding the execution, performance and breach of the employment contract and lease, whereas this case centers on wholly unrelated transactions between the subsidiary and the parent), seek different kinds of relief and require the application of a different body of law, res judicata does not mandate their dismissal." Id.