Verni v. Harry M. Stevens, Inc.

Visibly drunk Daniel Lanzaro (defendant) was served beer at Giants Stadium. Afterward Lanzaro went to two bars, then drove drunk and hit a car driven by Ronald Verni (defendant). Injured passengers Fazila Verni and two-year-old Antonia Verni (plaintiffs) obtained a nearly $110 million judgment against Harry M. Stevens, Inc. of New Jersey (HMS), Aramark Services Management of New Jersey, Inc. (ASM), their parent, Aramark Corporation (AC), and its overseeing subsidiaries, Aramark Sports and Entertainment Group, Inc. (ASEG) (collectively, defendants). HMS held the liquor license and concession contract for the stadium, while ASM provided employees who ran concessions. HMS had no employees, business premises, or other income, but HMS and ASM had separate officers and directors and observed corporate formalities. ASEG shared officers with other entities within the organization, including HMS and ASM. ASM used the same address as AC and provided employees exclusively to AC subsidiaries. HMS’s and ASM’s debt exceeded assets by $14 million, but no evidence showed their initial capitalization or how much capital corporations their size needed to run stadium concessions. HMS deposited concession income into a single centralized AC account used to pay receivables, but paychecks cut to employees identified the appropriate subsidiary. All the subsidiaries reported revenues and liabilities separately, and no evidence showed commingling. AC’s chief financial officer testified AC formed subsidiaries to allow operations in multiple states. The trial court nonetheless pierced the corporate veil by holding AC and ASEG liable. All four corporations appealed.