Consorcio RIVE, S.A. DE C v. v. Briggs of Cancun, Inc.

United States Court of Appeals
Fifth Circuit
F I L E D
UNITED STATES COURT OF APPEALS
For the Fifth Circuit November 26, 2003
Charles R. Fulbruge III
No. 01-30553 Clerk
CONSORCIO RIVE, S.A. DE C.V.,
Plaintiff- Appellant- Appellee,
VERSUS
BRIGGS OF CANCUN, INC.,
Defendant - Appellant,
and
DAVID BRIGGS ENTERPRISES, INC.,
Defendant-Appellee-Appellant.
Appeals from the United States District Court
for the Eastern District of Louisiana
(99-CV-2204)
Before SMITH, DENNIS, and CLEMENT Circuit Judges.
DENNIS, Circuit Judge:*
Plaintiff-Appellant Consorcio Rive, S.A. DE C.V. (“Rive”)
appeals the district court’s decisions to dismiss its claims
against defendant David Briggs Enterprises, Inc. (“DBE”), and to
deny its Rule 60(b) motion. Defendant-Cross Appellant, Briggs of
*
Pursuant to 5TH CIR. R. 47.5, the Court has determined that this
opinion should not be published and is not precedent except under
the limited circumstances set forth in 5TH CIR. R. 47.5.4.
1
Cancun, Inc. (“BC”), appeals the district court’s judgment
enforcing a $2,760,000 arbitration award in favor of Rive and the
district court’s denial of BC’s Rule 60(b) motion. For the reasons
discussed herein, we AFFIRM the district court’s judgments.
I.
Background
BC, a Louisiana corporation, is a subsidiary of DBE, a
Louisiana corporation, which is wholly owned and controlled by
David A. Briggs, Jr. (“Briggs”). DBE is engaged in the provision
of management services, the sale of speciality drink mixes, and the
licensing of certain business concepts and systems; it owns several
subsidiary organizations that it uses in the provision of these
services. DBE organized BC for the purpose of owning and/or
operating an establishment selling alcoholic beverages at the
retail level. BC in turn contracted with DBE to have DBE provide
general administrative and accounting services to BC. BC’s
accounts are managed through a centralized accounting system
maintained by DBE. This accounting system uses individual
departmental designations to account separately for the operations
of BC and the various other companies for which DBE provides
accounting services. In other words, all of the funds of DBE and
its subsidiaries are kept in one bank account; however, the funds
allocated to each subsidiary are tracked and kept separate for
accounting purposes.
On October 1, 1991, Rive, a Mexican corporation, and BC
2
entered into an agreement (the “Agreement”) by which Rive provided
property and permits for BC to open a Fat Tuesday’s restaurant and
bar in Cancun, Mexico. The Agreement included an arbitration
clause that stated that any controversy or claim arising out of the
Agreement would be settled by arbitration in Monterrey, Mexico,
pursuant to the rules of the Interamerican Commercial Arbitration
Commission and that judgment upon the award of the arbitrator may
be entered in a court having jurisdiction thereof.
Rive initially wanted Briggs and DBE to guarantee the
performance of the Agreement by BC. Briggs and DBE rejected this
proposal. The parties then freely negotiated a compromise in which
DBE and Briggs would not guarantee the performance of the Agreement
by BC, but BC would post a bond to guarantee the first six months
of its performance.
As a result of a dispute relating to payments due under the
Agreement, Rive initiated an arbitration proceeding against BC in
January 1996 in Mexico. In February 1996, BC responded,
designating an arbitrator. In March 1996, Rive submitted its
formal arbitration demand, which BC answered in November 1996.
After this point, despite receiving notice of the arbitration
proceedings, BC refused to participate in the arbitration
proceedings, either in person, through teleconference, or through
a representative. The arbitration continued, and the arbitration
board awarded Rive a total of $2,760,000 from BC, plus interest and
costs.
3
BC claims that it stopped participating in the arbitration
because Rive filed papers requesting a criminal investigation of
Briggs, among others, for criminal conspiracy to prevent Rive from
exercising its rights under the Agreement. This investigation made
Briggs afraid to enter Mexico and subject himself to arrest. No
arrest warrant appears to have been issued against Briggs as a
result of this action. Neither DBE nor BC was involved in this
criminal investigation.
On July 19, 1999, Rive filed suit in federal court for
enforcement of the arbitration award pursuant to the Convention and
Enforcement of Foreign Arbitral Awards (“Convention”), 9 U.S.C. §
201, against BC and DBE. The district court held that the award
should be enforced against BC. But the court dismissed DBE from the
case after refusing to pierce BC’s corporate veil. BC appeals the
district court’s enforcement of the arbitration award against it.
Rive appeals the district court’s decision to dismiss DBE from the
case.
II
Standard of Review
“We review a judgment on the merits of a nonjury civil case
applying the usual standards of review. Thus, we review
conclusions of law de novo and findings of fact for clear error.”
Switzer v. Wal-Mart Stores, Inc., 52 F.3d 1294, 1298 (5th Cir.
1995) (internal citations omitted). Accordingly, “[i]f the district
4
court's account of the evidence is plausible in light of the record
viewed in its entirety, we may not reverse even if we are convinced
that, had we been sitting as the trier of fact, we would have
weighed the evidence differently.” Id. (internal citations
omitted). Finally, “a trial court's finding is ‘clearly erroneous’
when, although there is evidence to support the finding, the
reviewing court is left with a definite and firm conviction that a
mistake has been made.” Id. (internal citations omitted).
The district court’s decision to grant or deny relief pursuant
to Rule 60(b) of the Federal Rules of Civil Procedure lies in the
sound discretion of the district court and will be reversed only
for an abuse of that discretion. Provident Life & Accident Ins.
Co. v. Goel, 274 F.3d 984, 997 (5th Cir. 2001).
Although we apply Louisiana substantive law to determine the
appropriateness of piercing the corporate veil, we utilize our own
federal standards of appellate review in evaluating the district
court’s decision. Patin v. Thoroughbred Power Boats, Inc., 294
F.3d 640, 646-47, 647 n.12 (5th Cir. 2002). The decision of
whether to pierce the corporate veil presents a mixed question of
law and fact. To the extent that the district court’s decision not
to pierce the corporate veil involves a factual determination, we
review it for clear error; to the extent that it involves questions
of law, we review those questions of law de novo. See id. at 647;
Hollowell v. Orleans Regional Hospital, LLC, 217 F.3d 379, 385 (5th
5
Cir. 2000).
III
Enforcement of Arbitration Award
BC alleges that the district court made several procedural and
substantive errors in finding that BC was responsible for the
arbitration award. Specifically, BC argues that the district court
erred (1) by not permitting it to argue all of its affirmative
defenses at trial; (2) by not holding that termination of the
Agreement removed the obligation on the parties to arbitrate; (3)
by enforcing the arbitration award contrary to the public policy of
the United States; and (4) by not holding that the Mexican criminal
proceedings initiated against Briggs prevented BC from presenting
its case to the arbitrator.2 Upon reviewing these arguments, we
disagree and affirm the decision of the district court.
A
BC argues that the district court committed reversible error
by not permitting it to argue all of the affirmative defenses that
it attempted to raise in opposition to enforcement of the
arbitration award at trial. The Convention, however, establishes
what defenses a defendant may raise to enforcement of a foreign
arbitration. Specifically, under Article V of the Convention, only
certain enumerated defenses may be raised in opposition to
2
BC and DBE also argue that the district court erred in requiring
BC and DBE to post a bond to stay the proceedings pending the
resolution of certain Mexican judicial proceedings. However,
because BC and DBE did not actually post a bond, the issue is moot.
6
“[r]ecognition and enforcement of the [arbitration] award.” 9
U.S.C. § 201. BC and DBE did not raise any of these defenses to
the district court and do not raise them to this court. Instead,
BC and DBE only present defenses on issues that should have been
raised during the arbitration itself. Because the affirmative
defenses that BC and DBE attempted to raise in the district court
are not cognizable under the Convention, the district court
properly refused to allow these defenses at trial.3
B
Defendants next contend that when the Agreement terminated,
the parties’ obligation to arbitrate their dispute terminated.
Defendants argue, therefore, that the district court erred in
enforcing the result of the arbitration. The Supreme Court has
rejected this argument and has held expressly that an arbitration
agreement contained in a contract does not terminate merely because
the contract has terminated. See Nolde Bros. v. Bakery &
Confectionary Workers Union, 430 U.S. 243, 249-55 (1977) (“[I]t
3
In addition to BC and DBE’s general complaint that the district
court improperly denied them an opportunity to argue affirmative
defenses to enforcement of the arbitration award, BC and DBE also
make separate claims concerning the affirmative defenses of setoff
and waiver. Specifically, BC and DBE claim that the arbitrator’s
award should be reduced by $900,000 because of a $900,000 payment
that Rive received from another party involved in the dispute and
because Rive waived its right to arbitrate the dispute by filing
papers requesting a criminal investigation of Briggs. Because
setoff and waiver are affirmative defenses to enforcement of the
award that are not listed in Article V of the Convention, the
district court properly rejected these claims for the reasons
explained above.
7
could not seriously be contended . . . that the expiration of the
contract would terminate the parties’ contractual obligation to
resolve such a dispute in an arbitral, rather than a judicial
forum.”). Accordingly, we reject defendants’ argument.
C
Defendants also argue that the district court’s enforcement of
the arbitration award is contrary to the public policy of the
United States because Rive used the Mexican criminal matter as a
tool of “intimidation and extortion” against BC and DBE. The
Convention allows a court to deny enforcement of a foreign
arbitration award if “the recognition or enforcement of the award
would be contrary to the public policy of that [court’s] country.”
9 U.S.C. § 201 (Convention Article V(2)(b)). However, courts
construe this public policy defense narrowly and only apply it when
enforcement of the foreign arbitration award would violate the
forum state’s most basic notions of morality and justice.
Fotochrome, Inc. v. Copal Co., 517 F.2d 512, 516 (2nd Cir. 1975).
Additionally, it is not uncommon in the United States for criminal
and civil proceedings involving the same matter to run
concurrently. See Witter v. Immigration and Naturalization
Service, 113 F.3d 549, 555 (5th Cir. 1997) (holding that the
“difficult litigation choices” that may result from a party’s being
involved in concurrent civil and criminal proceedings “do not
substantially infringe Fifth Amendment rights”). Simply put, the
8
district court correctly held that enforcing the arbitration award,
even considering that Mexican criminal proceedings were instituted,
does not violate our most basic notions of morality and justice and
does not preclude the courts from enforcing the award.4
D
Defendants also contend that the Mexican criminal proceedings
initiated against Briggs prevented BC from presenting its case to
the arbitrator. Specifically, defendants argue that Briggs was
precluded, through fear of arrest, from entering Mexico to
participate in the arbitration. Hence, it concludes, the district
court erred in enforcing the foreign arbitration award.
Article V(1)(b) of the Convention does state that a foreign
arbitration award need not be enforced where a party lacked notice
of the arbitration or was “otherwise unable to present his case.”
9 U.S.C. § 201.5 However, as the district court explained, the
strong federal policy in support of encouraging arbitration and
enforcing arbitration awards dictates that we narrowly construe the
4
Additionally, BC and DBE argue that the district court
improperly considered the testimony of Rive’s Mexican counsel
regarding the Mexican criminal procedures. We need not address
this issue because, even if the testimony should not have been
considered, its admission is harmless error. Even without the
benefit of the specific testimony concerning the Mexican criminal
procedures, the district court correctly decided that the
institution of those procedures did not violate public policy.
5
There is no contention that BC and DBE had insufficient notice
of the arbitration proceedings.
9
defense that a party was “unable to present its case.” See Parsons
& Whittemore Overseas Co. v. Societe Generale de L’industrie du
Papier, 508 F.2d 969, 975 (2nd Cir. 1974).
In this case, the district court correctly found that BC had
ample opportunity to present its case to the arbitrator. BC could
have participated in the arbitration by means other than David
Briggs’ physical presence at the arbitration. BC could have simply
sent an attorney or other corporate representative to represent it
at the arbitration. Briggs himself could have participated by
telephone. Additionally, BC participated in the arbitration to the
extent that it designated an arbitrator and filed over 80 pages of
legal argument and documentation in support of its position at
arbitration. Defendants did not present the district court with
any additional information or evidence that BC would have presented
at the arbitration had it had the opportunity to do so.
Accordingly, the district court properly rejected the argument that
BC did not have the opportunity to participate meaningfully in the
arbitration.
In conclusion, though defendants raise multiple arguments
contending that the district court improperly enforced the Mexican
arbitration award, these arguments all lack validity. Accordingly,
we affirm the district court’s decision to enforce the arbitration
award against BC.
IV
10
Piercing the Corporate Veil
Rive’s appeal challenges the district court’s decision not to
pierce BC’s corporate veil and enforce Rive’s arbitration award
against DBE. Instead, the district court entered judgment
enforcing the award against BC, but not allowing Rive to reach the
assets of DBE in collecting on that judgment.
“A corporation is a distinct legal entity from those persons
who compose it.” Sparks v. Progressive American Insurance Co., 517
So. 2d 1036, 1039 (La. App. 3 Cir. 1987); see also La.R.S. 12:93(B)
(“A shareholder of a corporation organized after January 1, 1929,
shall not be liable personally for any debt or liability of the
corporation.”); Middleton v. Parish of Jefferson, 707 So. 2d 454,
456 (La. App. 5 Cir. 1998) (“The general rule that corporations are
distinct legal entities is well supported by jurisprudence and
statute.”). Piercing the corporate veil in Louisiana in order to
impose the corporation’s liability on the corporation’s owners is
a “radical remedy” and must of course be construed very narrowly
and exercised in “exceptional circumstances.” Sparks, 517 So.2d at
1039. “Although [veil piercing] usually arise[s] to impose
personal liability on corporate shareholders for corporate debts,
this is a flexible doctrine that can be used in any situation in
which the separate personality of the corporation appears to be
blocking a just result.” Middleton, 707 So.2d at 456.
Additionally,
11
the policies behind recognition of a separate
corporate existence must be balanced against
the policies justifying piercing . . . .
Depending upon the various competing policies
and interests involved, the same factual
scenario may result in recognition of a
separate corporate identity for some purposes,
i.e. insulation of shareholders from
liability, and a disallowance of the separate
corporate entity privilege for others. Each
situation must be considered by the court on
its merits. The facts presented must
demonstrate some misuse of the corporate
privilege in that situation or the need of
limiting it in order to do justice.
Glazer v. The Commission on Ethics, 431 So. 2d 752, 757-58 (La.
1983) (internal citations omitted).
Balancing these equities, Louisiana courts have recognized
that corporate liabilities that result from consensual contractual
relationships between sophisticated parties dealing at arms length
should only be attributed to the corporate shareholders in extreme
situations. Specifically,
Where the action underlying the request to
pierce the corporate veil is based on
contract, courts have usually applied more
stringent standards to piercing the corporate
veil. The rationale for more carefully
scrutinizing these factors is that the party
seeking relief in a contract case is presumed
to have voluntarily and knowingly entered into
an agreement with a corporate entity and was
aware that he would have to suffer the
consequences of limited liability of the
shareholders associated with the corporate
entity. Accordingly, absent very compelling
equitable considerations, courts should not
rewrite contracts or disturb the allocation of
risk the parties have themselves established.
12
Riggins v. Dixie Shoring Co., 592 So.2d 1282, 1285 (La. 1992)
(Dennis, J., concurring) (internal citations omitted); see also
Barnco International, Inc. v. Arkla, Inc. 684 So.2d 986, 992 (La.
App. 2 Cir. 1996) (citing Riggins and noting that “the courts have
usually applied a more stringent standard where the party seeking
to pierce the veil, in a contract case, voluntarily entered into
an agreement with a corporate entity and knowingly accepted the
consequences of limited liability”).
While the above cited cases provide us with insight into the
general approach that the Louisiana courts take to piercing the
corporate veil, we also need to determine what particular factors,
if any, the Louisiana courts examine in determining whether the
corporate veil should be pierced in any specific case. Professor
Glenn Morris has performed an in-depth analysis of all Louisiana
veil piercing cases between 1944 and 1991. See Glenn G. Morris,
Piercing the Corporate Veil in Louisiana, 52 La.L.Rev. 271, 273
(1991). His analysis provides insight into how Louisiana courts
analyze piercing the corporate veil in consensual creditor cases.
Notably, he comments that “[o]f the many dozens of reported veil-
piercing cases covered by this article, not one of them involving
a claim by a consensual creditor has pierced the veil simply
because the obligor corporation was a controlled shell or
instrumentality.” Id. at 292. Instead, other factors must be
present in order to hold that the corporate veil should be pierced
13
in a consensual creditor case. Id.
Specifically, Louisiana courts must find one of the following
four factors before they will pierce the corporate veil in favor of
a consensual creditor: (1) the creditor is less sophisticated than
the corporation; (2) a single shareholder controls a number of
different corporations and moves assets back and forth among the
various corporations; (3) the shareholder has deliberately stripped
the corporation of assets, knowing that the corporation is about to
face liability, or has placed the contract into the shell
corporation knowing that the contract was going to be breached; or
(4) an extension of credit to the corporation has been procured, at
least in part, as the result of some false representation made
personally by the defendant shareholder or officer. Id. at 293-94
(citing, inter alia, Troyer v. Webster Homes, Inc., 566 So. 2d 114(La. App. 5 Cir. 1990); Terry v. Guillory, 538 So.2d 317 (La. App.
3 Cir. 1989); George A. Hormel & Co. v. Ford, 486 So. 2d 927 (La.
App. 5 Cir. 1986); Entech Systems Corp. v. Gaffney, 466 So.2d 788(La. App. 4 Cir. 1985)).
Rive argues that these four factors are not applicable to the
analysis of piercing the corporate veil in this case and that we
should instead apply an eighteen factor test that the Louisiana
Court of Appeal enumerated in Green v. Champion Insurance Co., 577
14
So.2d 249 (La.App.1991).6 Technically, Green did not involve
piercing the corporate veil in order to impose a corporation’s
liability onto its shareholders. Instead, Green enumerated a non-
exhaustive, non-dispositive list of factors to determine whether a
group of related companies is a “single business enterprise.” Id.
at 258. The district court heard extensive testimony on these
Green factors from both parties and specifically found that the
defendant’s expert testimony on these factors was more credible.
The district court then analyzed these factors and found that BC
and DBE did not constitute a “single business enterprise.” We
agree with the district court’s legal analysis and findings of
fact. To the extent that the Green factors apply to this case, we
affirm the district court’s refusal to use the Green factors to
6
The eighteen factors are “(1) Corporations with identity or
substantial identity of ownership, that is, ownership of sufficient
stock to give actual working control; (2) common directors or
officers; (3) unified administrative control of corporations whose
business functions are similar or supplementary; (4) directors and
officers of one corporation act independently in the interest of
the corporation; (5) corporation financing another corporation; (6)
inadequate capitalization (‘thin incorporation’); (7) corporation
causing the incorporation of another affiliated corporation; (8)
corporation paying the salaries and other expenses or losses of
another corporation; (9) receiving no business other than that
given to it by its affiliated corporations; (10) corporation using
the property of another corporation as its own; (11) noncompliance
with corporate formalities; (12) common employees; (13) services
rendered by the employees of one corporation on behalf of another
corporation; (14) common offices; (15) centralized accounting; (16)
undocumented transfers of funds between corporations; (17) unclear
allocation of profits and losses between corporations; and (18)
excessive fragmentation of a single enterprise into separate
corporations.” Green, 577 So.2d at 257-58.
15
find that BC and DBE were a single business enterprise.
We must next look at the four “piercing the corporate veil”
factors listed above to determine whether the district court
properly refused to impose liability on DBE via that theory.
Examining these four factors in turn, the district court found that
none of these factors applied to this situation. First, the court
explained that both Rive and BC are very sophisticated business
entities. Second, the court found, based on the testimony of the
accountants at trial, that all of the money in the Briggs family of
companies was adequately tracked among the various companies. The
money was not, as would be required to pierce the veil, transferred
among the companies in such a manner as to make it impossible to
track. Third, the court noted that, far from being a shell
corporation, BC is still an ongoing profitable business. Finally,
the court noted that there is no evidence in the record to
demonstrate that BC, DBE, or Briggs engaged in fraud or deceit in
entering into the Agreement with Rive. Accordingly, the district
court found that none of the four factors were met and did not
allow Rive to pierce BC’s corporate veil and enforce the
arbitration award against DBE. To the extent that the district
court’s determination involved findings of fact, we hold that the
district court did not clearly err in making those findings. To
the extent that the district court’s determination involved an
16
interpretation of law, it correctly interpreted the law.7
V
Rule 60(b) Motions
Both sides appeal the district court’s denial of their Rule
60(b) motions made after the conclusion of the trial. Rule 60(b)
allows the district court to relieve a party from a final judgment
for the following reasons: (1) mistake, inadvertence, surprise, or
excusable neglect; (2) newly discovered evidence; (3) fraud,
misrepresentation, or other misconduct of an adverse party; (4) the
judgment is void; (5) the judgment has been satisfied or relies on
a law invalidated subsequent to entry of the judgment; or (6) any
other reason justifying relief. Fed. R. Civ. P. 60(b). As
explained above, we review the district court’s decision to grant
or deny a Rule 60(b) motion for abuse of discretion. Provident
Life & Accident Ins. Co. v. Goel, 274 F.3d 984, 997 (5th Cir.
2001). Rule 60(b) is an “extraordinary” remedy; courts are
disinclined to disturb final judgments except when necessary. See
7
In addition to the analysis above, it is also notable that Rive
initially wanted DBE to assume liability under the Agreement. DBE
expressly refused, and the parties negotiated for and agreed to a
risk allocation arrangement in which DBE did not have liability
under the Agreement. For the district court to invalidate this
term of the Agreement and impose the extraordinary remedy of
corporate veil piercing on BC would directly conflict with
Louisiana law to the contrary. Barnco, 684 So.2d at 992
(“[Louisiana] courts have usually applied a more stringent standard
where the party seeking to pierce the veil, in a contract case,
voluntarily entered into an agreement with a corporate entity and
knowingly accepted the consequences of limited liability”).
17
Goldstein v. MCI Worldcom, 340 F.3d 248, 258 (5th Cir. 2003)
(citing Pease v. Pakohed, 980 F.2d 995, 998 (5th Cir. 1993) and
Longden v. Sunderman, 979 F.2d 1095, 1102 (5th Cir. 1992)).
Rive claims that BC made several misrepresentations during the
proceedings that obligate the district court to relieve Rive from
its decision not to pierce BC’s corporate veil.8 Specifically,
Rive contends that (1) several post-judgment actions by BC and DBE
indicated that they made misrepresentations at trial; (2) DBE lied
about how much revenue it received from the Fat Tuesday’s; and (3)
BC lied about being a “successful” business. We have reviewed
these arguments and uphold the decision of the district court.
First, Rive argues that BC and DBE took post-judgment actions,
such as opening a separate bank account for BC and making payments
by DBE on behalf of BC, that indicate that BC’s and DBE’s testimony
at trial were misrepresentations that necessitate Rule 60(b)
interference with enforcement of the judgment. We hold that the
district court did not abuse its discretion in holding that these
post-judgment actions by BC and DBE did not implicate the
extraordinary Rule 60(b) remedy of undercutting the judgment. Rive
also contends that defendant’s claim that DBE only received 5% of
8
To the extent that elements of Rive’s 60(b) motion relate to
alleged misconduct by BC involving enforcement of the arbitration
award against BC, we do not address the issue because it is moot.
The district court ruled in favor of Rive concerning enforcement of
the arbitration award against BC.
18
the gross revenue generated by the Fat Tuesday’s from BC must be
false because the new company managing the Fat Tuesday’s is paying
15% in fees. The district court properly held that defendants did
not prove that BC was paying more than 5% to DBE. Finally, Rive
contends that BC lied about being a “successful” company. However,
BC is a profitable company and “success” is a relative term. It
was not an abuse of discretion for the district court to hold that
it was not a misrepresentation to claim that BC was successful. In
short, the district court properly denied Rive’s Rule 60(b) motion.
BC also brought a Rule 60(b) motion, contending that a Mexican
appeals court held that the Mexican district court’s decision was
improper. Therefore, BC argues, the district court in this case
should have set aside its judgment enforcing the Mexican
arbitration award. BC, however, had an opportunity to post a bond
and stay these proceedings pending the resolution of the Mexican
appellate proceedings. BC did not post this bond. It was not an
abuse of discretion for the district court to refuse to use Rule
60(b) in this instance to undercut its judgment.
VI
Conclusion
After reviewing the record and the arguments by both parties
in this case, we affirm the judgment of the district court. BC
raises numerous arguments in opposition to enforcement of the
Mexican arbitration award against it in favor of Rive. None of the
19
arguments survive scrutiny. Rive objects to the district court’s
dismissal of DBE from this case. However, this dismissal was
proper because DBE is not responsible for BC’s corporate liability.
Finally, both parties appeal the denial of their Rule 60(b)
motions. Both motions were properly denied.
AFFIRMED
20