Additionally relied upon is a series of letters, two dated January 7, 1955 and one dated January 14, 1955 in which correspondence ensues with respect to the charter party between the officers of the Amerocean S.S. Co., Inc. and the agent of the libellant, Walter A. DeLappe Co. In view of the express finding that the libellant had knowledge of the ownership of the Amersea being in Amersea Navigation Corp. of Liberia, it seems to the court that there is nothing in the correspondence which would exceed the bounds of the agent, that is the Amerocean S.S. Co., Inc. as one agent for its wholly owned subsidiary, Amersea Navigation Corp. of Liberia, and certainly it is not strong enough to contradict the knowledge that they had as of December 31, 1954 that Amersea Navigation Corp. of Liberia was the owner of the Amersea.
It is not always easy to differentiate when one corporation is the alter ego of the other, where one corporation controls by stock ownership and by corporate officers another corporation.
However, the cases uniformly hold that there must be something more than the identity of officers as well as stock ownership in corporate set-ups in order to disregard the corporate fiction. In order to brush it aside it must appear that it was organized for a fraudulent purpose or that some injury has resulted to some one from the transaction, something of fraud, something of illegality or wrongdoing, or something where the moving party has cause for complaint in connection with the transaction. United States v. White Sulphur Springs, Inc., D.C., 57 F.Supp. 48, 52; Randolph Laboratories v. Specialties Development Corporation, D.C., 62 F.Supp. 897, 900; Cannon Mfg. Co. v. Cudahy Packing Co., 267 U.S. 333, 45 S. Ct. 250, 69 L. Ed. 634; Mas v. Nu-Grape Co. of America, 4 Cir., 62 F.2d 113.
In Hazeltine Corporation v. General Electric Co., D.C., 19 F.Supp. 898 the court reviews in some detail the instances where with a subsidiary being wholly owned and managed by the same officers as of another company, that is where stock ownership and officers are the same, as to when the corporate entity may be disregarded. It would seem from the discussion therein and from a reading of the cases that where, as here, there is no fraud or illegality or wrongdoing done in the transfer, where the transfer is on its face legal, the court should be extremely cautious in disregarding corporate fiction where resort was made by way of acquiring jurisdiction to foreign attachment.
In the application of this procedure which compels the owner to put up a bond as in this instance of considerable amount, where its property may be tied up for a long period of time, and where as here the costs of delay run to several thousand dollars a day, that it be incumbent upon the person making resort to the writ that he make certain that the proper owner is singled out. In view of the strong sense of immediacy, the court deems that this matter be disposed of without waiting the full printed record. The filing of the amended libel in no wise changes the result herein reached, as no question of the foreign attachment is involved in this amended procedure.
Accordingly, on this 14th day of February, 1955, It is Ordered by this court that the Writ of Foreign Attachment be, and the same is hereby, dissolved.
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