Schlossberg v. Bell Builders Remodeling, Inc.

GREENE, J. The United States Bankruptcy Court for the District of Maryland submitted to this Court a Certified Question, pursuant to the Maryland Uniform Certification of Questions of Law Act, Maryland Code (1973, 2013 Repl. Vol.), §§ 12-601 through 12-613 of the Courts and Judicial Proceedings Article (“CJP”) and Maryland Rule 8-305. The question of law set forth in the Certification Order is: Would meeting the factors set forth in DeWitt Truck Brokers, Inc. v. W. Ray Flemming Fruit Co., 540 F.2d 681 (4th Cir.1976), be sufficient to establish a paramount equity, in the absence of common law fraud, to warrant piercing the corporate veil? ⁶⁷² In the present case we are not asked to determine the underlying facts. Nor are we required to assume the truth of the allegations contained in the Adversary Complaint filed in the United States Bankruptcy Court for the District of Maryland or to apply the law of Maryland to those facts.

Accordingly, we rephrase the question in order to provide the Bankruptcy Court and the parties with a more definitive response to what we perceive to be the crux of the fundamental issue provoking certification in this case. We reformulate the question of law: Under Maryland law, where there is no allegation of common law fraud, may a court disregard the corporate entity and