Searching over 5,500,000 cases.

Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.

Lopez v. Next Generation Construction & Environmental, LLC

United States District Court, D. Colorado

November 8, 2016

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.


          CHRISTINE M. ARGUELLO United States District Judge

         This 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.

         I. Standards Governing Motions to Dismiss

         The 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).

         In 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. 1991).

         II. Relevant Background

         Plaintiff, 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, [1] 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 complaint.[2]

         The Court addresses the sufficiency of Lopez's state and federal claims below.

         III. The Colorado Wage Claim Act and Colorado Minimum Wage Act Claims

         Colo. 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).

         Next 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.

         In 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).

         To 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.

         The 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 ...

Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.