Bernardin, Inc. v. Midland Oil Corp.

520 F.2d 771 (5th Cir. 1975)

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Nature of the Case

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Facts

Bernardin (P) and Zestee (D) had a product delivery contract for perpetual inventory management for P to manufacture and maintain metal closures or caps for glass jars. P would manufacture products to replace D's inventory as it sold off. D placed an order for product and P began manufacture. Then D decided to stop that product line and by June 1970 D had only used 75,000 of 600,000 of those caps in process or finished by P. D's plant burned and Midland (D1) which owned 100% of D decided to liquidate D. P contacted D1 to settle accounts. The D1 representative agreed to make semimonthly payments to P until the account was paid in full. Some payments were made, but the balance remained unpaid. P sued D1. The court found that D was indebted to P for $26,186.12 and found that D and D1 were one and the same entity from piercing the corporate veil. The lower court did this by applying the Turner case factors as listed in Choper 5th page 270.