Crosskey Architects, LLC v. POKO Partners, LLC

Syllabus

The plaintiff, an architectural firm owned by a licensed architect, C, sought to recover damages from the defendants for the unpaid work it had performed on four projects. The plaintiff alleged claims for breach of contract, quantum meruit and unjust enrichment regarding each of the four projects, and sought to pierce the corporate veil. C had a business relationship with K and the defendant R, who together oversaw the defendant business entities and owned the majority interest in nearly all of them. K and R managed their business entities by having the businesses owned by one limited liability company while being managed and controlled by another, and at the top of that corporate structure were the defendants P Co. and M Co. The trial court noted that K rationalized his refusal to pay the plaintiff for architectural services rendered for two of the projects, including a certain reservoir project, by claiming that the plaintiff was working ''on spec'' or without compen- sation for its services unless and until the projects were ultimately approved for funding. The court found, however, that there was no credible evidence that the plaintiff or C agreed to that arrangement. The court rendered judgment in part in favor of the plaintiff and found in favor of the plaintiff on three of its claims for breach of contract, as well as on its claim for quantum meruit as to the reservoir project. The trial court also pierced the corporate veil, holding K and R personally liable for damages awarded on each count found in favor of the plaintiff, and awarded prejudgment interest pursuant to statute (§ 37-3a) on all the damages. On the defendants' appeal to this court, held: 1. The defendants could not prevail on their claim that the trial court improp- erly pierced the corporate veil and held K and R personally liable under the identity rule, which was based on their claim that the court improp- erly found that the identity test was satisfied based solely on its finding that K and