Commissioner of Environmental Protection v. State Five Industrial Park Inc.
As explained by the Virginia Supreme Court in the 2003 case of C.F. Trust, Inc. v. First Flight, L.P., "[i]n a reverse piercing action . . . the claimant seeks to reach the assets of a corporation or some other business entity . . . to satisfy claims or a judgment obtained against a corporate insider." In 2001, the plaintiffs, including the commissioner of environmental protection, obtained a judgment in an environmental enforcement action against Joseph Farricielli and certain corporations that he owned or controlled which included civil penalties of $3.8 million. These penalties went largely unpaid. In 2005, the plaintiffs initiated this action against the defendants, Joseph Farricielli's wife, Jean Farricielli, and State Five Industrial Park, Inc., seeking to hold them liable for the obligations imposed upon Joseph Farricielli and his corporations in the 2001 judgment. The trial court, after invoking both reverse and traditional veil piercing principles, held Jean Farricielli and State Five liable for the $3.8 million judgment. The defendants appealed. The Supreme Court agreed with the defendants that the facts proven did not warrant reverse veil piercing, and, accordingly, reversed the judgment. The question of whether the doctrine is viable in Connecticut under any circumstances was not reached in the majority opinion. Certain of the trial court's subsidiary factual findings lacked evidentiary support and, therefore, were clearly erroneous. Those findings related to crucial factors that necessarily rendered reverse veil piercing inequitable. This included that the plaintiffs failed to demonstrate that the Farricielli sons, indirect owners of a 20 percent interest in State Five, were participants in any wrongdoing in relation to State Five's affairs. The plaintiffs also did not demonstrate that nonparty creditors of State Five would not be harmed by making all of the corporation's assets available to satisfy the 2001 judgment by way of a reverse veil pierce. Additionally, after reviewing the trial court's application of the identity and instrumentality rules, although the findings had some basis in the evidence, the Supreme Court was left with the definite and firm conviction that a mistake had been made. The court improperly concluded that the equitable remedy was warranted in this case. Justice Zarella concurred separately to disavow the 2002 Appellate Court case of Litchfield Asset Management Corp. v. Howell, which applied the doctrine of reverse veil piercing for the first time.