El Rio Sol Transmission, LLC v. Adolfo Sanchez, et al.

Summary

The court grants MMR Group, Inc.’s Federal Rule of Civil Procedure 12(b)(6) motion to dismiss the third-party complaint against it. The court concludes that the defendants failed to plausibly allege facts supporting alter-ego liability or independent wrongful conduct by MMR, rather than merely alleging liability based on its ownership of El Rio Sol. The dismissal is without prejudice, and the defendants may file an amended third-party complaint within 21 days.

Holdings

1. A parent corporation is not liable for the acts of its subsidiary merely because it owns the subsidiary; a complaint must allege facts plausibly showing that the parent's control rendered the subsidiary an instrumentality of the parent or otherwise justified piercing the corporate veil. Defendants' allegations that MMR owned El Rio Sol and that MMR and El Rio Sol acted together were insufficient.
2. The court considers the complaint when deciding a Rule 12(b)(6) motion and will not use affidavits and exhibits attached to an opposition brief to supply allegations absent from the complaint or convert the motion into a summary judgment motion while discovery is ongoing.
3. Dismissal of the third-party complaint as to MMR was without prejudice, and defendants were permitted to file an amended third-party complaint within 21 days.

Questions Presented

1. Whether the third-party complaint plausibly alleged a basis for holding MMR Group, Inc. liable for the conduct of El Rio Sol Transmission, LLC by piercing the corporate veil.
2. Whether allegations and exhibits attached to defendants' opposition brief could supply facts absent from the third-party complaint or require conversion of the Rule 12(b)(6) motion into a summary judgment motion.
3. Whether defendants should be granted leave to amend after dismissal.

Disposition

dismissed