This section contains the nature of the case and procedural background.

Glazier (D) was a graduate student at Columbia University and developed a software program. Columbia was unwilling to license the software program to a corporation of which Glazier was an officer, director, or shareholder. Instead, Columbia licensed the software program to a corporation run by a friend of Glazier who hired Glazier as an independent contractor. This company was called C-3. C-3 was dominated and controlled by Glazier. Glazier then created his own company called Glazier Inc. Glazier Inc. then worked as an independent contractor to C-3 and proceeded to work on, license and market the aforementioned software. In essence, Glazier created this scheme as a way for him to personally market and license the software program. C-3 and Daniel Freeman (P) signed a deal, whereby P would also sell and market the software. C-3 and P had a falling out, and P argues that the veil of C-3 should be pierced and that Glazier should be held responsible.

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