Quimbee logo
DMCA.com Protection Status
From our private database of 18,800+ case briefs...

Freeman v. Complex Computing Co.

United States Court of Appeals for the Second Circuit
119 F.3d. 1044 (1997)



Jason Glazier (defendant) was a software developer. In September 1992, Complex Computing Co., Inc. (C3) (defendant) was incorporated, with Glazier's friend as its sole shareholder. In November, Glazier, Inc., a corporation with Glazier as its sole shareholder, entered into a consulting agreement with C3. Under the agreement, Glazier, Inc. served as a contractor, developing and marketing Glazier's software. Although the consulting agreement was between C3 and Glazier, Inc., many provisions referred to Glazier personally. Both Glazier, Inc. and C3 were located at Glazier's apartment, and Glazier was the sole signatory on C3's bank account. In September 1993, C3 entered an agreement with Daniel Freeman (plaintiff), under which Freeman would sell and license C3's software in exchange for commissions. The C3-Freeman agreement included a termination clause and an arbitration clause. In August 1994, C3 and Thomson Investment Software (Thomson) entered into a licensing agreement. Freeman claimed this transaction resulted from his efforts. In October 1994, C3 sent Freeman a termination letter signed by Glazier. In January 1995, Glazier was hired by Thomson. Meanwhile, C3 and Thomson entered into an asset-purchase agreement. As a result, Thomson assumed most of C3's liabilities and obligations under the existing agreements, but expressly excluded the C3-Freeman agreement. In May 1995, Freeman sued in district court, demanding commissions due under the C3-Freeman agreement. The district court held that both C3 and Glazier should be compelled to arbitrate according to the C3-Freeman agreement. Specifically, the district court found that Glazier was subject to the arbitration clause, because he dominated and controlled C3. Glazier appealed on the grounds that veil-piercing should not apply, because he was not C3's shareholder and there was no finding that he used his domination of C3 to wrong Freeman.

Rule of Law


Holding and Reasoning (Miner, J.)

Dissent (Godbold, J.)

What to do next…

  1. Unlock this case brief with a free (no-commitment) trial membership of Quimbee.

    You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 498,000 law students since 2011. Some law schools—such as Yale, Vanderbilt, Berkeley, and the University of Illinois—even subscribe directly to Quimbee for all their law students. Read our student testimonials.

  2. Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.

    Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students. Read more about Quimbee.

Here's why 498,000 law students have relied on our case briefs:

  • Written by law professors and practitioners, not other law students. 18,800 briefs, keyed to 985 casebooks. Top-notch customer support.
  • The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
  • Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
  • Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.

Questions & Answers

Have a question about this case?

Sign up for a free 7-day trial and ask it

Sign up for a FREE 7-day trial