Law School Resources
American Trading and Production Corp. v. Fishbach & Moore, (1970)
1. American Trading and Production Corp. v.
Fishbach & Moore, (1970);
pg. 356, briefed 2/24/97
An exposition hall was destroyed by fire. The
plaintiffs are exhibitors who lost property.
Defendants are the corporate parent of a wholly
owned subsidiary electrical contractor corporation
which allegedly installed faulty wiring in the
3. Procedural Posture:
American Trading sued to pierce the corporate veil
of the subsidiary electrical contracting corporation
to get at the assets of the parent corporation.
Defendants move for summary judgment on the grounds
that they are not liable under any theory.
Whether the wholly owned subsidiary corporation is a
mere instrumentality of the parent corporation, thus
entitling the plaintiffs to pierce the corporate
While stock control and common directors and
officers are generally prerequisites for application
of the instrumentality rule, they are not themselves
sufficient to bring the rule into operation. There
must also be some “direct intervention” by the
parent, and the actual exercise of control. Here,
that control is lacking. The undisputed facts
clearly show that the subsidiary is a separate
corporational entity, and all formalities as to its
operation have been observed. The separation of the
parent and the subsidiary is scrupulously
maintained. Furthermore, there are no equitable
considerations that would justify piercing the
corporate veil here, even if the subsidiary were the
mere instrumentality of the parent.