United States District Court, D. Colorado
RICARDO LOPEZ, on behalf of himself and all similarly situated persons, Plaintiff,
NEXT GENERATION CONSTRUCTION & ENVIRONMENTAL, LLC, a Colorado limited liability company, and CAMRON LENTE, Defendants.
ORDER GRANTING DEFENDANT CAMRON LENTE'S MOTION TO
CHRISTINE M. ARGUELLO United States District Judge
matter comes before the Court on Defendant Camron Lente's
Motion to Dismiss (Doc. # 31) the claims asserted against him
in Plaintiff Ricardo Lopez's complaint (Doc. # 18)
pursuant to Fed. R. Civ. R. 12(b)(6). For the following
reasons, the Court grants the motion and dismisses the claims
against Lente without prejudice.
Standards Governing Motions to Dismiss
purpose of a motion to dismiss under Rule 12(b)(6) is to test
“the sufficiency of the allegations within the four
corners of the complaint.” Mobley v.
McCormick, 40 F.3d 337, 340 (10th Cir. 1994). A
complaint will survive such a motion only if it contains
“enough facts to state a claim to relief that is
plausible on its face.” Bell Atl. Corp. v.
Twombly, 550 U.S. 544, 570 (2007). “The question
is whether, if the allegations are true, it is plausible and
not merely possible that the plaintiff is entitled to relief
under the relevant law.” Christy Sports, LLC v.
Deer Valley Resort Co., Ltd., 555 F.3d 1188, 1192 (10th
Cir. 2009). “The plausibility standard is not akin to a
probability requirement, but it asks for more than a sheer
possibility that a defendant has acted unlawfully.”
Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009)
(quotation marks and citation omitted).
reviewing a Rule 12(b)(6) motion, a court must accept all the
well-pleaded allegations of the complaint as true and must
construe them in the light most favorable to the plaintiff.
Williams v. Meese, 926 F.2d 994, 997 (10th Cir.
1991). Nevertheless, a complaint does not “suffice if
it tenders ‘naked assertion[s]' devoid of
‘further factual enhancement.'”
Iqbal, 556 U.S. at 678 (quoting Twombly,
550 U.S. at 557). “The court's function on a Rule
12(b)(6) motion is not to weigh potential evidence that the
parties might present at trial, but to assess whether the
plaintiff's complaint alone is legally sufficient to
state a claim for which relief may be granted.”
Miller v. Glanz, 948 F.2d 1562, 1565 (10th Cir.
Ricardo Lopez, a past employee for Next Generation
Construction & Environmental, LLC (Next Generation),
contends that he and others similarly-situated were not
compensated for overtime hours, provided mandatory rest
breaks, or compensated for meal breaks while working for Next
Generation. As pertinent here, he has therefore filed claims
against Lente,  Next Generation's founder and Chief
Executive Officer (CEO), alleging violations of the Colorado
Wage Claim Act, Colorado Minimum Wage Act, and Fair Labor
Standards Act (FLSA). Lente argues that these claims should
be dismissed under Rule 12(b)(6) because Lopez does not
allege sufficient facts to pierce Next Generation's
corporate veil and hold Lente personally liable. Lopez's
response requests that the Court permit him to amend his
Court addresses the sufficiency of Lopez's state and
federal claims below.
The Colorado Wage Claim Act and Colorado Minimum Wage Act
Rev. Stat. § 7-80-107(1) provides that Colorado's
common law principles for piecing the corporate veil apply to
“any case in which a party seeks to hold the members of
a limited liability company personally responsible for the
alleged improper actions of the limited liability
company.” See Weinstein v. Colborne Foodbotics,
LLC, 302 P.3d 263, 268 (Colo. 2013).
Generation is a limited liability company, and Lopez seeks to
hold Lente personally liable for the actions of the company.
The Court therefore applies Colorado's common law
corporate veil principles here.
general, a corporation is treated as a legal entity separate
from its shareholders, officers, and directors. McCallum
Family L.L.C. v. Winger, 221 P.3d 69, 73 (Colo.App.
2009). The fiction of the corporate veil isolates “the
actions, profits, and debts of the corporation from the
individuals who invest in and run the entity.” In
re Phillips, 139 P.3d 639, 643 (Colo. 2006). Only
extraordinary circumstances justify disregarding the
corporate entity to impose personal liability. Id.
at 644; Leonard v. McMorris, 63 P.3d 323, 330 (Colo.
2003). The paramount goal of piercing the corporate veil is
to achieve an equitable result. Phillips, 139 P.3d
at 644; Water, Waste & Land, Inc. v. Lanham, 955
P.2d 997, 1004 (Colo. 1998).
determine whether it is appropriate to pierce the corporate
veil, courts undertake a three-part inquiry.
Phillips, 139 P.3d at 644; Micciche v.
Billings, 727 P.2d 367, 372-73 (Colo. 1986). First, the
court must determine whether the corporate entity is the
“alter ego” of the person at issue.
Phillips, 139 P.3d at 644; Fink v. Montgomery
Elevator Co., 161 Colo. 342, 350, 421 P.2d 735, 739
(1966). Courts consider a variety of factors in determining
status as an alter ego, including whether (1) the corporation
is operated as a distinct business entity; (2) funds and
assets are commingled; (3) adequate corporate records are
maintained; (4) the nature and form of the entity's
ownership and control facilitate misuse by an insider; (5)
the business is thinly capitalized; (6) the corporation is
used as a “mere shell”; (7) legal formalities are
disregarded; and (8) corporate funds or assets are used for
non-corporate purposes. Phillips, 139 P.3d at 644;
Leonard, 63 P.3d at 330. Second, the court must
determine whether justice requires recognizing the substance
of the relationship between the person sought to be held
liable and the corporation over the form because the
corporate fiction was “used to perpetrate a fraud or
defeat a rightful claim.” See Phillips, 139
P.3d at 644; McCallum Family L.L.C., 221 P.3d at 74.
Third, the court must consider whether an equitable result
will be achieved by disregarding the corporate form and
holding an individual personally liable for the acts of the
business entity. Phillips, 139 P.3d at 644;
Sheffield, 211 P.3d at 721-22. All three prongs of
the analysis must be satisfied.
party seeking to pierce the corporate veil bears the burden
of demonstrating, by a preponderance of the evidence, that
the veil should be pierced. McCallum Family L.L.C.,
221 P.3d at 74. If the veil is not ...