Cappuccitti v. Gulf Industrial Products, Inc

In Cappuccitti v. Gulf Industrial Products, Inc., 222 S.W.3d 468 (Tex. App.--Houston 1st Dist. 2007, no pet.), Cappuccitti, a chemical industry businessman, incorporated two Bahamian corporations on the same day. Id. at 474. He owned 100% of the parent company, which in turn owned 90% of the subsidiary. Id. The subsidiary entered into a business relationship with a Texas corporation that manufactured chemicals used in mining. Id. at 474-75. When the subsidiary subsequently became insolvent and failed to pay external debts, the Texas-based manufacturer sued Cappuccitti's parent company and Cappuccitti in his individual capacity, in addition to the subsidiary with which it had a direct contractual relationship. Id. at 480. The subsidiary did not challenge personal jurisdiction, but Cappuccitti and his parent company appealed from the trial court's denial of their special appearances. Id. The Court affirmed denial of the special appearances, finding that the plaintiff had presented sufficient proof to pierce the corporate veil for jurisdictional purposes. Id. at 484. Cappuccitti was the president of both corporations, the only employee of the parent corporation, and one of only two employees of the subsidiary. Id. at 474. Both companies operated out of Cappuccitti's home. Id. The subsidiary company directly paid Cappuccitti $10,000 per month as a "consultant," and Cappuccitti on at least one occasion covered the subsidiary's bills with a check drawn on his personal account. Id. at 475. As president of the subsidiary, Cappuccitti negotiated with the Texas-based manufacturer to grant valuable rights of first refusal to his wholly-owned parent company. Id. After the subsidiary company became insolvent, Cappuccitti acted as president of both companies to transfer all the assets from the subsidiary to the parent company for no value. Id. at 476. On these facts, the Court concluded that the plaintiff had met its burden in proving that Cappuccitti, the parent company, and the subsidiary were alter egos of one another and therefore Texas had personal jurisdiction over all of them. Id. at 484. The appellate court concluded that an individual, a parent company, and a subsidiary were alter egos of one another and that the trial court had personal jurisdiction over all of them. 222 S.W.3d at 484. The facts in that case showed that Cappuccitti, who was not a Texas resident, incorporated two Bahamian corporations. Cappuccitti owned 100% of the parent company, and the parent company owned 90% of the subsidiary. Id. at 482. The subsidiary formed a business relationship with a Texas corporation, and ultimately entered into a contract with it. Id. at 475. When a disagreement arose, the Texas corporation terminated the contract for non-performance, and filed suit against the subsidiary, its parent company, and Cappuccitti. Id. at 475-78. The parent company and Cappuccitti filed special appearances, which were denied by the trial court. Id. at 473. The appellate court concluded that the plaintiff had presented sufficient proof to pierce the corporate veil for jurisdictional purposes. Id. at 484. In reaching this conclusion, the appellate court cited evidence that Cappuccitti was the president of both corporations, the only employee of the parent corporation, and one of only two employees of the subsidiary; both companies operated out of Cappuccitti's home; the subsidiary company paid Cappuccitti $10,000.00 per month as a consultant; Cappuccitti negotiated with the Texas-based manufacturer to grant rights of first refusal to both companies; on at least one occasion, Cappuccitti paid the subsidiary's bills with a check drawn from his personal account; and Cappuccitti, the subsidiary, and the parent company were used interchangeably to transfer assets from one to the other, which rendered the subsidiary insolvent. Id. at 482-84.