SABERS, Justice.

Kenny and Peggy Baatz (Baatz), appeal from summary judgment dismissing Edmond, LaVella, and Jacquette Neuroth, as individual defendants in this action.

*140 Facts

Kenny and Peggy were seriously injured in 1982 when Roland McBride crossed the center line of a Sioux Falls street with his automobile and struck them while they were riding on a motorcycle. McBride was uninsured at the time of the accident and apparently is judgment proof.

Baatz alleges that Arrow Bar served alcoholic beverages to McBride prior to the accident while he was already intoxicated. Baatz commenced this action in 1984, claiming that Arrow Bar’s negligence in serving alcoholic beverages to McBride contributed to the injuries they sustained in the accident. Baatz supports his claim against Arrow Bar with the affidavit of Jimmy Larson. Larson says he knew McBride and observed him being served alcoholic beverages in the Arrow Bar during the afternoon prior to the accident, while McBride was intoxicated. See Baatz v. Arrow Bar, 426 N.W.2d 298 (S.D.1988), for a more complete statement of the facts.

Edmond and LaVella Neuroth formed the Arrow Bar, Inc. in May 1980. During the next two years they contributed $50,-000 to the corporation pursuant to a stock subscription agreement. The corporation purchased the Arrow Bar business in June 1980 for $155,000 with a $5,000 down payment. Edmond and LaVella executed a promissory note personally guaranteeing payment of the $150,000 balance. In 1983 the corporation obtained bank financing in the amount of $145,000 to pay off the purchase agreement. Edmond and LaVella again personally guaranteed payment of the corporate debt. Edmond is the president of the corporation, and Jacquette Neu-roth serves as the manager of the business. Based on the enactment of SDCL 35-4-78 and 35-11-1 and advice of counsel, the corporation did not maintain dram shop liability insurance at the time of the injuries to Kenny and Peggy.

In 1987 the trial court entered summary judgment in favor of Arrow Bar and the individual defendants. Baatz appealed that judgment and we reversed and remanded to the trial court for trial. Baatz, supra. Shortly before the trial date, Edmond, La-Vella, and Jacquette moved for and obtained summary judgment dismissing them as individual defendants. Baatz appeals. We affirm.

Summary Judgment

A trial court may grant summary judgment only when there are no genuine issues of material fact. SDCL 15-6—56(c); Bego v. Gordon, 407 N.W.2d 801 (S.D.1987). The moving party bears the burden of showing the absence of genuine issues of material fact. Id. In resisting the motion, the non-moving party must present specific facts that show a genuine issue of fact does exist. Ruane v. Murray, 380 N.W.2d 362 (S.D.1986). Mere allegations that are devoid of specific facts will not prevent the issuance of summary judgment. Western Cas. & Sur. Co. v. Gridley, 362 N.W.2d 100 (S.D.1985). If no issue of material fact exists, then any legal questions may be decided by summary judgment. Bego, supra. When determining whether a genuine issue of material fact exists, the evidence must be viewed most favorably to the non-moving party and reasonable doubts are to be resolved against the moving party. Groseth Int’l, Inc. v. Tenneco, Inc., 410 N.W.2d 159 (S.D.1987).

1. Individual liability as employees.

SDCL 35-4-78 protects persons from the risk of injury or death resulting from intoxication enhanced by the particular sale of alcoholic beverages. Baatz, supra; Walz v. City of Hudson, 327 N.W.2d 120 (S.D.1982). Accordingly, the statute “establishes a standard of care or conduct, a breach of which is negligence as a matter of law.” Walz, supra at 123. That standard of care may be breached either by the liquor licensee or an employee of the licensee. Selchert v. Lien, 371 N.W.2d 791 (S.D.1985).

Neuroths claim there is no evidence that they individually violated the standard of care created by SDCL 35-4-78. They claim the licensee is the corporation, Arrow Bar, Inc., leaving them liable only if one of them, as an employee, served alcoholic beverages to McBride while he was intoxicated. They claim the record is void of any *141evidence indicating that any one of them served McBride on the day of the accident.

Baatz argues that this court’s decision in Selchert, supra, allowed a cause of action against both the liquor licensee and the licensee’s employees. Baatz claims that each of the Neuroths admitted in deposition to being an employee of the corporation. Consequently, under his reasoning, a cause of action may be brought against the Neu-roths in their individual capacities. However, Baatz reads the decision in Selchert too broadly. That decision was never intended to allow a cause of action against any employee of a liquor licensee when the licensee had violated SDCL 35-4-78. While a cause of action may be brought against a licensee’s employee, it must be established that that employee violated the standard of care established by the statute. Employee status alone is insufficient to sustain a cause of action. Baatz failed to offer evidence that any of the Neuroths personally served McBride on the day of the accident.

Baatz also argues that Jacquette Neuroth, as manager of the bar, is liable under the doctrine of respondeat superior. Under this doctrine, an employer may be liable for the conduct of an employee. Bucholz v. City of Sioux Falls, 77 S.D. 322, 91 N.W.2d 606 (1958). However, in this case, Jacquette Neuroth is not the employer. The employer of the individuals who may have served McBride is the corporation, Arrow Bar, Inc. Therefore, Baatz’ argument misapplies the doctrine of re-spondeat superior.

2. Individual liability by piercing the corporate veil.

Baatz claims that even if Arrow Bar, Inc. is the licensee, the corporate veil should be pierced, leaving the Neuroths, as the shareholders of the corporation, individually liable. A corporation shall be considered a separate legal entity until there is sufficient reason to the contrary. Mobridge Community Indus., Inc. v. Toure, Ltd., 273 N.W.2d 128 (S.D.1978); cf. Hamaker v. Kenwel-Jackson Mach., Inc., 387 N.W.2d 515 (S.D.1986). When continued recognition of a corporation as a separate legal entity would “produce injustices and inequitable consequences,” then a court has sufficient reason to pierce the corporate veil. Farmers Feed & Seed, Inc. v. Magnum Enter., Inc., 344 N.W.2d 699, 701 (S.D.1984). Factors that indicate injustices and inequitable consequences and allow a court to pierce the corporate veil are:

1) fraudulent representation by corporation directors;

2) undercapitalization;

3) failure to observe corporate formalities;

4) absence of corporate records;

5) payment by the corporation of individual obligations; or

6) use of the corporation to promote fraud, injustice, or illegalities.

Id. When the court deems it appropriate to pierce the corporate veil, the corporation and its stockholders will be treated identically. Mobridge, supra.

Baatz advances several arguments to support his claim that the corporate veil of Arrow Bar, Inc. should be pierced, but fails to support them with facts, or misconstrues the facts.

First, Baatz claims that since Edmond and LaVella personally guaranteed corporate obligations, they should also be personally liable to Baatz. However, the personal guarantee of a loan is a contractual agreement and cannot be enlarged to impose tort liability. Moreover, the personal guarantee creates individual liability for a corporate obligation, the opposite of factor 5), above. As such, it supports, rather than detracts from, recognition of the corporate entity.

Baatz also argues that the corporation is simply the alter ego of the Neuroths, and, in accord with Loving Saviour Church v. United States, 556 F.Supp. 688 (D.S.D.1983), aff'd, 728 F.2d 1085 (8th Cir.1984), the corporate veil should be pierced. Baatz’ discussion of the law is adequate, but he fails to present evidence that would support a decision in his favor in accordance with that law. When an individual treats a corporation “as an instrumentality *142through which he [is] conducting his personal business,” a court may disregard the corporate entity. Larson v. Western Underwriters, Inc., 77 S.D. 157, 163, 87 N.W.2d 883, 886 (1958). Baatz fails to demonstrate how the Neuroths were transacting personal business through the corporation. In fact, the evidence indicates the Neuroths treated the corporation separately from their individual affairs.

Baatz next argues that the corporation is undercapitalized. Shareholders must equip a corporation with a reasonable amount of capital for the nature of the business involved. See Curtis v. Feurhelm, 335 N.W.2d 575 (S.D.1983). Baatz claims the corporation was started with only $5,000 in borrowed capital, but does not explain how that amount failed to equip the corporation with a reasonable amount of capital. In addition, Baatz fails to consider the personal guarantees to pay off the purchase contract in the amount of $150,000, and the $50,000 stock subscription agreement. There simply is no evidence that the corporation’s capital in whatever amount was inadequate for the operation of the business. Normally questions relating to individual shareholder liability resulting from corporate undercapi-talization should not be reached until the primary question of corporate liability is determined. Questions depending in part upon other determinations are not normally ready for summary judgment. See Van Knight Steel Erection, Inc. v. Housing and Redev. Auth. of the City of St. Paul, 430 N.W.2d 1 (Minn.Ct.App.1988); see also Candee Constr. Co., Inc. v. South Dakota Dep’t of Transp., 447 N.W.2d 339, 346 (S.D.1989) (Sabers, J., dissenting). However, simply asserting that the corporation is undercapitalized does not make it so. Without some evidence of the inadequacy of the capital, Baatz fails to present specific facts demonstrating a genuine issue of material fact. Ruane, supra.

Finally, Baatz argues that Arrow Bar, Inc. failed to observe corporate formalities because none of the business’ signs or advertising indicated that the business was a corporation. Baatz cites SDCL 47-2-36 as requiring the name of any corporation to contain the word corporation, company, incorporated, or limited, or an abbreviation for such a word. In spite of Baatz’ contentions, the corporation is in compliance with the statute because its corporate name — Arrow Bar, Inc. — includes the abbreviation of the word incorporated. Furthermore, the “mere failure upon occasion to follow all the forms prescribed by law for the conduct of corporate activities will not justify” disregarding the corporate entity. Larson, supra, 77 S.D. at 164, 87 N.W.2d at 887 (quoting P.S. & A. Realties, Inc. v. Lodge Gate Forest, Inc., 205 Misc. 245, 254, 127 N.Y.S.2d 315, 324 (1954)). Even if the corporation is improperly using its name, that alone is' not a sufficient reason to pierce the corporate veil. This is especially so where, as here, there is no relationship between the claimed defect and the resulting harm.

In addition, the record is void of any evidence which would support imposition of individual liability by piercing the corporate veil under any of the other factors listed above in 1), 4) or 6).

In summary, Baatz fails to present specific facts that would allow the trial court to find the existence of a genuine issue of material fact. There is no indication that any of the Neuroths personally served an alcoholic beverage to McBride on the day of the accident. Nor is there any evidence indicating that the Neuroths treated the corporation in any way that would produce the injustices and inequitable consequences necessary to justify piercing the corporate veil. In fact, the only evidence offered is otherwise. Therefore, we affirm summary judgment dismissing the Neuroths as individual defendants.

WUEST, C.J., and MORGAN and MILLER, JJ., concur.

HENDERSON, J., dissents.

HENDERSON, Justice

(dissenting).

This corporation has no separate existence. It is the instrumentality of three shareholders, officers, and employees. Here, the corporate fiction should be dis*143regarded. The factors of Curtis v. Feurhelm, 335 N.W.2d 575 (S.D.1983) were disregarded by the trial court.

A corporate shield was here created to escape the holding of this Court relating to an individual’s liability in a dram shop action. Thus, our holdings in Baatz v. Arrow Bar, 426 N.W.2d 298 (S.D.1988), Selchert v. Lien, 371 N.W.2d 791 (S.D.1985) and Walz v. City of Hudson, 327 N.W.2d 120 (S.D.1982) have been totally circumvented.

As a result of this holding, the message is now clear: Incorporate, mortgage the assets of a liquor corporation to your friendly banker, and proceed with carefree entrepreneuring.

In both of these briefs, the parties argue, all in all, about the facts. One may reasonably conclude that there exists questions of fact. See, Deuchar v. Foland Ranch, Inc., 410 N.W.2d 177, 181 (S.D.1987) holding that: “Issues of negligence or related matters are ordinarily not susceptible of summary adjudication.”

Baatzes had their case thrown out of court when many facts were in dispute. I am reminded of the old lawyer, before a jury, who expressed his woe of corporations. He cried out to the jury: “A corporation haveth no soul and its hind end you can kicketh not.”

FACTS JUSTIFYING JURY TRIAL

Peggy Baatz, a young mother, lost her left leg; she wears an artificial limb; Kenny Baatz, a young father, has had most of his left foot amputated; he has been unable to work since this tragic accident. Peggy uses a cane. Kenny uses crutches. Years have gone by since they were injured and their lives have been torn asunder.

Uninsured motorist was drunk, and had a reputation of being a habitual drunkard; Arrow Bar had a reputation of serving intoxicated persons. (Supported by depositions on file). An eyewitness saw uninsured motorist in an extremely intoxicated condition, shortly before the accident, being served by Arrow Bar. Therefore, a question of fact exists as to liability being violated under SDCL 35-4-78(2). This evidence must be viewed most favorably to the nonmoving party. American Indian Agr. Credit Consortium, Inc. v. Ft. Pierre Livestock, Inc., 379 N.W.2d 318 (S.D.1985). A police officer testified, by deposition, that uninsured motorist was in a drunken stupor while at the Arrow Bar.

Are the Neuroths subject to personal liability? It is undisputed, by the record, that the dismissed defendants (Neuroths) are immediate family members and stockholders of Arrow Bar. By pleadings, at settled record 197, it is expressed that the dismissed defendants are employees of Arrow Bar. Seller of the Arrow Bar would not accept Arrow Bar, Inc., as buyer. Seller insisted that the individual incorporators, in their individual capacity be equally responsible for the selling price. Thus, the individuals are the real party in interest and the corporate entity, Arrow Bar, Inc., is being used to justify any wrongs perpetrated by the incorporators in their individual capacity. Conclusion: Fraud is perpetrated upon the public. At a deposition of Edmond Neuroth (filed in this record), this “President” of “the corporation” was asked why the Neuroth family incorporated. His answer: “Upon advice of counsel, as a shield against individual liability.” The corporation was undercapitalized (Neu-roths borrowed $5,000 in capital). For authorities establishing undercapitalization as an indication that a legitimate, separate corporate entity is not maintained, see, Vol. 1 W. Fletcher, Cyclopedia of Corporations, section 44.1, at 528 (rev. ed. 1983); Curtis v. Feurhelm, 335 N.W.2d 575 (S.D.1983); Anderson v. Abbott, 321 U.S. 349, 362, 64 S.Ct. 531, 538, 88 L.Ed. 793 (1944). In Loving Saviour Church, cited by the majority, the Eighth Circuit Court of Appeals reflected upon this Court’s stance in casting aside corporate veils, expressing that this Court decides each case sui generis with the outcome in accordance with the underlying facts of each case. In Loving Saviour Church, it was held that a chiropractor could not use a church to escape income taxes; here, a corporation conceived in undercapitalization as “a shield,” in the words of “the President,” should not be used as an artifice to avoid the intent of *144SDCL 35-4-78(2). In Curtis, cited by the majority opinion, we held that corporate entity should be disregarded if use of the corporation was employed to promote fraud, injustice, and illegality.

Clearly, it appears a question arises as to whether there is a fiction established to escape our previous holdings and the intent of our State Legislature. Truly, there are fact questions for a jury to determine: (1) negligence or no negligence of the defendants and (2) did the Neuroth family falsely establish a corporation to shield themselves from individual liability, i.e., do facts in this scenario exist to pierce the corporate veil?

CONCLUSION

Plaintiffs are entitled to a jury trial under the State Constitution to have a jury resolve these two issues. The South Dakota Constitution, art. VI, § 6, begins with these words: “The right of trial by jury shall remain inviolate and shall extend to all cases at law without regard to the amount in controversy,_” The majority writer, Justice Sabers, wrote in Klatt v. Continental Insurance Company, 409 N.W.2d 366, 368 (S.D.1987), for the majority and expressed: “Therefore, we affirm only if there are no genuine issues of material fact and the legal questions have been correctly decided.” Genuine issues of material fact on negligence should be resolved by the jury and there are questions concerning the legality of this corporation which have not been, in my opinion, correctly decided.

Therefore, I respectfully dissent.

*55Justice Souter

delivered the opinion of the Court.

The United States brought this action for the costs of cleaning up industrial waste generated by a chemical plant. The issue before us, under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA), 94 Stat. 2767, as amended, 42 U. S. C. §9601 et seq., is whether a parent corporation that actively participated in, and exercised control over, the operations of a subsidiary may, without more, be held liable as an operator of a polluting facility owned or operated by the subsidiary. We answer no, unless the corporate veil may be pierced. But a corporate parent that actively participated in, and exercised control over, the operations of the facility itself may be held directly liable in its own right as an operator of the facility.

I

In 1980, CERCLA was enacted in response to the serious environmental and health risks posed by industrial pollution. See Exxon Corp. v. Hunt, 475 U. S. 355, 358-359 (1986). “As its name implies, CERCLA is a comprehensive statute that grants the President broad power to command government agencies and private parties to clean up hazardous waste sites.” Key Tronic Corp. v. United States, 511 U. S. 809, 814 (1994). If it satisfies certain statutory conditions, the United States may, for instance, use the “Hazardous Substance Superfimd” to finance cleanup efforts, see 42 U. S. C. §§ 9601(11), 9604; 26 U. S. C. § 9507, which it may then replenish by suits brought under § 107 of the Act against, among others, “any person who at the time of disposal of any hazardous substance owned or operated any facility.” 42 U. S. C. § 9607(a)(2). So, those actually “responsible for any damage, environmental harm, or injury from chemical poi*56sons [may be tagged with] the cost of their actions,” S. Rep. No. 96-848, p. 13 (1980).1 The term “person” is defined in CERCLA to include corporations and other business organizations, see 42 U. S. C. § 9601(21), and the term “facility” enjoys a broad and detailed definition as well, see §9601(9).2 The phrase “owner or operator” is defined only by tautology, however, as “any person owning or operating” a facility, § 9601(20)(A)(ii), and it is this bit of circularity that prompts our review. Cf. Exxon Corp. v. Hunt, supra, at 363 (CERCLA, “unfortunately, is not a model of legislative draftsmanship”).

II

In 1957, Ott Chemical Co. (Ott I) began manufacturing chemicals at a plant near Muskegon, Michigan, and its intentional and unintentional dumping of hazardous substances significantly polluted the soil and ground water at the site. In 1965, respondent CPC International Inc.3 incorporated a wholly owned subsidiary to buy Ott I’s assets in exchange for CPC stock. The new company, also dubbed Ott Chemical Co. (Ott II), continued chemical manufacturing at the site, and continued to pollute its surroundings. CPC kept the *57managers of Ott I, including its founder, president, and principal shareholder, Arnold Ott, on board as officers of Ott II. Arnold Ott and several other Ott II officers and directors were also given positions at CPC, and they performed duties for both corporations.

In 1972, CPC sold Ott II to Story Chemical Company, which operated the Muskegon plant until its bankruptcy in 1977. Shortly thereafter, when respondent Michigan Department of Natural Resources (MDNR)4 examined the site for environmental damage, it found the land littered with thousands of leaking and even exploding drums of waste, and the soil and water saturated with noxious chemicals. MDNR sought a buyer for the property who would be willing to contribute toward its cleanup, and after extensive negotiations, respondent Aerojet-General Corp. arranged for transfer of the site from the Story bankruptcy trustee in 1977. Aerojet created a wholly owned California subsidiary, Cordova Chemical Company (Cordova/California), to purchase the property, and Cordova/California in turn created a wholly owned Michigan subsidiary, Cordova Chemical Company of Michigan (Cordova/Michigan), which manufactured chemicals at the site until 1986.5

By 1981, the federal Environmental Protection Agency had undertaken to see the site cleaned up, and its long-term remedial plan called for expenditures well into the tens of millions of dollars. To recover some of that money, the *58United States filed this action under §107 in 1989, naming five defendants as responsible parties: CPC, Aerojet, Cordova/California, Cordova/Miehigan, and Arnold Ott.6 (By that time, Ott I and Ott II were defunct.) After the parties (and MDNR) had launched a flurry of contribution claims, counterclaims, and cross-claims, the District Court consolidated the eases for trial in three phases: liability, remedy, and insurance coverage. So far, only the first phase has been completed; in 1991, the District Court held a 15-day bench trial on the issue of liability. Because the parties stipulated that the Muskegon plant was a “facility” within the meaning of 42 U. S. C. § 9601(9), that hazardous substances had been released at the facility, and that the United States had incurred reimbursable response costs to clean up the site, the trial focused on the issues of whether CPC and Aerojet, as the parent corporations of Ott II and the Cordova companies, had “owned or operated” the facility within the meaning of § 107(a)(2).

The District Court said that operator liability may attach to a parent corporation both directly, when the parent itself operates the facility, and indirectly, when the corporate veil can be pierced under state law. See CPC Int’l, Inc. v. Aerojet-General Corp., 777 F. Supp. 549, 572 (WD Mich. 1991). The court explained that, while CERCLA imposes direct liability in situations in which the corporate veil cannot be pierced under traditional concepts of corporate law, “the statute and its legislative history do not suggest that CERCLA rejects entirely the crucial limits to liability that are inherent to corporate law.” Id., at 573. As the District Court put it:

“a parent corporation is directly liable under section 107(a)(2) as an operator only when it has exerted power or influence over its subsidiary by actively participating in and exercising control over the subsidiary’s business *59during a period of disposal of hazardous waste. A parent’s actual participation in and control over a subsidiary’s functions and decision-making creates ‘operator’ liability under CERCLA; a parent’s mere oversight of a subsidiary’s business in a manner appropriate and consistent with the investment relationship between a parent and its wholly owned subsidiary does not.” Ibid.

Applying that test to the facts of this ease, the District Court held both CPC and Aerojet liable under § 107(a)(2) as operators. As to CPC, the court found it particularly telling that CPC selected Ott IPs board of directors and populated its executive ranks with CPC officials, and that a CPC official, G. R. D. Williams, played a significant role in shaping Ott II’s environmental compliance policy.

After a divided panel of the Court of Appeals for the Sixth Circuit reversed in part, United States v. Cordova/Michigan, 59 F. 3d 584, that court granted rehearing en banc and vacated the panel decision, 67 F. 3d 586 (1995). This time, 7 judges to 6, the court again reversed the District Court in part. 113 F. 3d 572 (1997). The majority remarked on the possibility that a parent company might be held directly liable as an operator of a facility owned by its subsidiary: “At least conceivably, a parent might independently operate the facility in the stead of its subsidiary; or, as a sort of joint venturer, actually operate the facility alongside its subsidiary.” Id., at 579. But the court refused to go any further and rejected the District Court’s analysis with the explanation:

“[Wjhere a parent corporation is sought to be held fia-ble as an operator pursuant to 42 U. S. C. § 9607(a)(2) based upon the extent of its control of its subsidiary which owns the facility, the parent will be liable only when the requirements necessary to pierce the corporate veil [under state law] are met. In other words,... whether the parent will be liable as an operator depends *60upon whether the degree to which it controls its subsidiary and the extent and manner of its involvement with the facility, amount to the abuse of the corporate form that will warrant piercing the corporate veil and disregarding the separate corporate entities of .the parent and subsidiary.” Id., at 580.

Applying Michigan veil-piercing law, the Court of Appeals decided that neither CPC nor Aerojet7 was liable for controlling the actions of its subsidiaries, since the parent and subsidiary corporations maintained separate personalities and the parents did not utilize the subsidiary corporate form to perpetrate fraud or subvert justice.

We granted certiorari, 522 U. S. 1024 (1997), to resolve a conflict among the Circuits over the extent to which parent corporations may be held liable under CERCLA for operating facilities ostensibly under the control of their subsidiaries.8 We now vacate and remand.

*61J — { H-1 H

It is a general principle of corporate law deeply “ingrained in our economic and legal systems” that a parent corporation (so-called because of control through ownership of another corporation’s stock) is not liable for the acts of its subsidiaries. Douglas & Shanks, Insulation from Liability Through Subsidiary Corporations, 39 Yale L. J. 193 (1929) (hereinafter Douglas); see also, e. g., Buechner v. Farbenfabriken Bayer Aktiengesellschaft, 38 Del. Ch. 490, 494, 154 A. 2d 684, 687 (1959); Berkey v. Third Ave. R. Co., 244 N. Y. 84, 85, 155 N. E. 58 (1926) (Cardozo, J.); 1 W. Fletcher, Cyclopedia of Law of Private Corporations §33, p. 568 (rev. ed. 1990) (“Neither does the mere fact that there exists a parent-subsidiary relationship between two corporations make the one liable for the torts of its affiliate”); Horton, Liability of Corporation for Torts of Subsidiary, 7 A. L. R. 3d 1343, 1349 (1966) (“Ordinarily, a corporation which chooses to facilitate the operation of its business by employment of another corporation as a subsidiary will not be penalized by a judicial determination of liability for the legal obligations of the subsidiary”); cf. Anderson v. Abbott, 321 U. S. 349, 362 (1944) (“Limited liability is the rule, not the exception”); Burnet v. Clark, 287 U. S. 410, 415 (1932) (“A corporation and its stockholders are generally to be treated as separate entities”). Thus it is horn-book law that “the exercise of the ‘control’ which stock ownership gives to the stockholders ... will not create liability *62beyond the assets of the subsidiary. That ‘control’ includes the election of directors, the making of by-laws ... and the doing of all other acts incident to the legal status of stockholders. Nor will a duplication of some or all of the directors or executive officers be fatal.” Douglas 196 (footnotes omitted). Although this respect for corporate distinctions when the subsidiary is a polluter has been severely criticized in the literature, see, e. g., Note, Liability of Parent Corporations for Hazardous Waste Cleanup and Damages, 99 Harv. L. Rev. 986 (1986), nothing in CERCLA purports to reject this bedrock principle, and against this venerable common-law backdrop, the congressional silence is audible. Cf. Edmonds v. Compagnie Generale Transatlantique, 448 U. S. 256, 266-267 (1979) (“[Sjilenee is most eloquent, for sueh reticence while contemplating an important and controversial change in existing law is unlikely”). The Government has indeed made no claim that a corporate parent is liable as an owner or an operator under § 107 simply because its subsidiary is subject to liability for owning or operating a polluting facility.

But there is an equally fundamental principle of corporate law, applicable to the parent-subsidiary relationship as well as generally, that the corporate veil may be pierced and the shareholder held liable for the corporation’s conduct when, inter alia, the corporate form would otherwise be misused to accomplish certain wrongful purposes, most notably fraud, on the shareholder’s behalf. See, e. g., Anderson v. Abbott, supra, at 362 (“[Tjhere are occasions when the limited liability sought to be obtained through the corporation will be qualified or denied”); Chicago, M. & St. P. R. Co. v. Minneapolis Civic and Commerce Assn., 247 U. S. 490, 501 (1918) (principles of corporate separateness “have been plainly and repeatedly held not applicable where stock ownership has been resorted to, not for the purpose of participating in the affairs of a corporation in the normal and usual manner, but for the purpose ... of controlling a subsidiary company so *63that it may be used as a mere agency or instrumentality of the owning company"); P. Blumberg, Law of Corporate Groups: Tort, Contract, and Other Common Law Problems in the Substantive Law of Parent and Subsidiary Corporations §§6.01-6.06 (1987 and 1996 Supp.) (discussing the law of veil piercing in the parent-subsidiary context). Nothing in CERCLA purports to rewrite this well-settled rule, either. CERCLA is thus like many another congressional enactment in giving no indication that “the entire corpus of state corporation law is to be replaced simply because a plaintiff’s cause of action is based upon a federal statute,” Burks v. Lasker, 441 U. S. 471, 478 (1979), and the failure of the statute to speak to a matter as fundamental as the liability implications of corporate ownership demands application of the rule that “[i]n order to abrogate a common-law principle, the statute must speak directly to the question addressed by the common law,” United States v. Texas, 507 U. S. 529, 534 (1993) (internal quotation marks omitted). The Court of Appeals was accordingly correct in holding that when (but only when) the corporate veil may be pierced,9 may a parent corporation *64foe charged with derivative CERCLA liability for its subsidiary’s actions.10

IV

A

If the Act rested liability entirely on ownership of a polluting facility, this opinion might end here; but CERCLA liability may turn on operation as well as ownership, and nothing in the statute’s terms bars a parent corporation from direct liability for its own actions in operating a facility owned by its subsidiary. As Justice (then-Professor) Douglas noted almost 70 years ago, derivative liability cases are to be distinguished from those in which “the alleged wrong can seemingly be traced to the parent through the conduit of its own personnel and management” and “the parent is directly a participant in the wrong complained of.” Douglas 207,208.11 *65In such instances, the parent is directly liable for its own actions. See H. Henn & J. Alexander, Laws of Corporations 347 (3d ed. 1983) (hereinafter Henn & Alexander) (“Apart from corporation law principles, a shareholder, whether a natural person or a corporation, may be liable on the ground that such shareholder’s activity resulted in the liability”). The fact that a corporate subsidiary happens to own a polluting facility operated by its parent does nothing, then, to displace the rule that the parent “corporation is [itself] responsible for the wrongs committed by its agents in the course of its business,” Mine Workers v. Coronado Coal Co., 259 U. S. 344, 395 (1922), and whereas the rules of veil piercing limit derivative liability for the actions of another corporation, CERCLA’s “operator” provision is concerned primarily with direct liability for one’s own actions. See, e.g., Sidney S. Arst Co. v. Pipefitters Welfare Ed. Fund, 25 F. 3d 417, 420 (CA7 1994) (“[T]he direct, personal liability provided by CERCLA is distinct from the derivative liability that results from piercing the corporate veil” (internal quotation marks omitted)). It is this direct liability that is properly seen as being at issue here.

Under the plain language of the statute, any person who operates a polluting facility is directly liable for the costs of cleaning up the pollution. See 42 U. S. C. § 9607(a)(2). This is so regardless of whether that person is the facility’s owner, the owner’s parent corporation or business partner, or even a saboteur who sneaks into the facility at night to discharge its poisons out of malice. If any such act of operating a corporate subsidiary’s facility is done on behalf of a parent corporation, the existence of the parent-subsidiary relationship under state corporate law is simply irrelevant to the issue of direct liability. See Riverside Market Dev. Corp. v. International Bldg. Prods., Inc., 931 F. 2d 327, 330 (CA5) (“CERCLA prevents individuals from hiding behind the corporate shield when, as ‘operators,’ they themselves actually participate in the wrongful conduct prohibited by the Act”), *66cert. denied, 502 U. S. 1004 (1991); United States v. Kayser-Roth Corp., 910 F. 2d 24, 26 (CA1 1990) (“[A] person who is an operator of a facility is not protected from liability by the legal structure of ownership”).12

This much is easy to say: the difficulty comes in defining actions sufficient to constitute direct parental “operation.” Here of course we may again rue the uselessness of CERCLA’s definition of a facility’s “operator” as “any person ... operating” the facility, 42 U. S. C. § 9601(20)(A)(ii), which leaves us to do the best we can to give the term its “ordinary or natural meaning.” Bailey v. United States, 516 U. S. 137, 145 (1995) (internal quotation marks omitted). In a mechanical sense, to “operate” ordinarily means “[t]o control the functioning of; run: operate a sewing machine.” American Heritage Dictionary 1268 (3d ed. 1992); see also Webster’s New International Dictionary 1707 (2d ed. 1958) (“to work; as, to operate a machine”). And in the organizational sense more obviously intended by CERCLA, the word ordinarily means “[t]o conduct the affairs of; manage: operate a business.” American Heritage Dictionary, supra, at 1268; see also Webster’s New International Dictionary, supra, at 1707 (“to manage”). So, -under CERCLA, an operator is simply someone who directs the workings of, manages, or conducts the affairs of a facility. To sharpen the definition for purposes of CERCLA’s concern with environmental contamination, an operator must manage, direct, or conduct operations specifically related to pollution, that is, operations having *67to do with the leakage or disposal of hazardous waste, or decisions about compliance with environmental regulations.

B

With this understanding, we are satisfied that the Court of Appeals correctly rejected the District Court’s analysis of direct liability. But we also think that the appeals court erred in limiting direct liability under the statute to a parent’s sole or joint venture operation, so as to eliminate any possible finding that CPC is hable as an operator on the facts of this case.

1

By emphasizing that “CPC is directly hable under section 107(a)(2) as an operator because CPC actively participated in and exerted significant control over Ott II’s business and decision-making,” 777 F. Supp., at 574, the District Court apphed the “actual control” test of whether the parent “actually operated the business of its subsidiary,” id., at 573, as several Circuits have employed it, see, e. g., United States v. Kayser-Roth Corp., supra, at 27 (operator liability “requires active involvement in the affairs of the subsidiary”); Jacksonville Elec. Auth. v. Bernuth Corp., 996 F. 2d 1107, 1110 (CA11 1993) (parent is hable if it “actually exercised control over, or was otherwise intimately involved in the operations of, the [subsidiary] corporation immediately responsible for the operation of the faeihty” (internal quotation marks omitted)).

The well-taken objection to the actual control test, however, is its fusion of direct and indirect habihty; the test is administered by asking a question about the relationship between the two corporations (an issue going to indirect liability) instead of a question about the parent’s interaction with the subsidiary’s faeihty (the source of any direct habihty). If, however, direct habihty for the parent’s operation of the faeihty is to be kept distinct from derivative habihty for the subsidiary’s own operation, the focus of the enquiry must *68necessarily be different under the two tests. “The question is not whether the parent operates the subsidiary, but rather whether it operates the facility, and that operation is evidenced by participation in the activities of the facility, not the subsidiary. Control of the subsidiary, if extensive enough, gives rise to indirect liability under piercing doctrine, not direct liability under the statutory language.” Oswald 269; see also Schiavone v. Pearce, 79 F. 3d 248, 254 (CA2 1996) (“Any liabilities [the parent] may have as an operator, then, stem directly from its control over the plant”). The District Court was therefore mistaken to rest its analysis on CPC’s relationship with Ott II, premising liability on little more than “CPC’s 100-percent ownership of Ott II” and “CPC’s active participation in, and at times majority control over, Ott II’s board of directors.” 777 F. Supp., at 575. The analysis should instead have rested on the relationship between CPC and the Muskegon facility itself.

In addition to (and perhaps as a reflection of) the erroneous focus on the relationship between CPC and Ott II, even those findings of the District Court that might be taken to speak to the extent of CPC’s activity at the facility itself are flawed, for the District Court wrongly assumed that the actions of the joint officers and directors are necessarily attributable to CPC. The District Court emphasized the facts that CPC placed its own high-level officials on Ott II’s board of directors and in key management positions at Ott II, and that those individuals made major policy decisions and conducted day-to-day operations at the facility: “Although Ott II corporate officers set the day-to-day operating policies for the company without any need to obtain formal approval from CPC, CPC actively participated in this decision-making because high-ranking CPC officers served in Ott II management positions.” Id., at 559; see also id., at 575 (relying on “CPC’s involvement in major decision-making and day-today operations through CPC officials who served within Ott II management, including the positions of president and chief *69executive officer,” and on “the conduct of CPC officials with respect to Ott II affairs, particularly Arnold Ott”); id., at 558 (“CPC actively participated in, and at times controlled, the policy-making decisions of its subsidiary through its representation on the Ott II board of directors”); id., at 559 (“CPC also actively participated in and exerted control over day-to-day decision-making at Ott II through representation in the highest levels of the subsidiary’s management”).

In imposing direct liability on these grounds, the District Court failed to recognize that “it is entirely appropriate for directors of a parent corporation to serve as directors of its subsidiary, and that fact alone may not serve to expose the parent corporation to liability for its subsidiary’s acts.” American Protein Corp. v. AB Volvo, 844 F. 2d 56, 57 (CA2), cert. denied, 488 U. S. 852 (1988); see also Kingston Dry Dock Co. v. Lake Champlain Transp. Co., 31 F. 2d 265, 267 (CA2 1929) (L. Hand, J.) (“Control through the ownership of shares does not fuse the corporations, even when the directors are common to each”); Henn & Alexander 355 (noting that it is “normal” for a parent and subsidiary to “have identical directors and officers”).

This recognition that the corporate personalities remain distinct has its corollary in the “well established principle [of corporate law] that directors and officers holding positions with a parent and its subsidiary can and do ‘change hats’ to represent the two corporations separately, despite their common ownership.” Lusk v. Foxmeyer Health Corp., 129 F. 3d 773, 779 (CA5 1997); see also Fisser v. International Bank, 282 F. 2d 231, 238 (CA2 1960). Since courts generally presume “that the directors are wearing their ‘subsidiary hats’ and'not their ‘parent hats’ when acting for the subsidiary,” P. Blumberg, Law of Corporate Groups: Procedural Problems in the Law of Parent and Subsidiary Corporations § 1.02.1, p. 12 (1983); see, e. g., United States v. Jon-T Chemicals, Inc., 768 F. 2d 686, 691 (CA5 1985), cert. denied, 475 U. S. 1014 (1986), it cannot be enough to establish liability *70here that dual officers and directors made policy decisions and supervised activities at the facility. The Government would have to show that, despite the general presumption to the contrary, the officers and directors were acting in their capacities as CPC officers and directors, and not as Ott II officers and directors, when they committed those acts.13 The District Court made no such enquiry here, however, disregarding entirely this time-honored common-law rule.

In sum, the District Court’s focus on the relationship between parent and subsidiary (rather than parent and facility), combined with its automatic attribution of the actions of dual officers and directors to the corporate parent, erroneously, even if unintentionally, treated CERCLA as though it displaced or fundamentally altered common-law standards of limited liability. Indeed, if the evidence of common corporate personnel acting at management and directorial levels were enough to support a finding of a parent corporation’s direct operator liability under CERCLA, then the possibility of resort to veil piercing to establish indirect, derivative liability for the subsidiary’s violations would be academic. There would in essence be a relaxed, CERCLA-speeifie rule of derivative liability that would banish traditional standards and expectations from the law of CERCLA liability. But, as we have said, such a rule does not arise from congressional silence, and CERCLA’s silence is dispositive.

2

We accordingly agree with the Court of Appeals that a partieipation-and-control test looking to the parent’s supervi*71sion over the subsidiary, especially one that assumes that dual officers always act on behalf of the parent, cannot be used to identify operation of a facility resulting in direct parental liability. Nonetheless, a return to the ordinary meaning of the word “operate” in the organizational sense will indicate why we think that the Sixth Circuit stopped short when it confined its examples of direct parental operation to exclusive or joint ventures, and declined to find at least the possibility of direct operation by CPC in this case.

In our enquiry into the meaning Congress presumably had in mind when it used the verb “to operate,” we recognized that the statute obviously meant something more than mere mechanical activation of pumps and valves, and must be read to contemplate “operation” as including the exercise of direction over the facility’s activities. See supra, at 66-67. The Court of Appeals recognized this by indicating that a parent can be held directly liable when the parent operates the facility in the stead of its subsidiary or alongside the subsidiary in some sort of a joint venture. See 113 F. 3d, at 579. We anticipated a further possibility above, however, when we observed that a dual officer or director might depart so far from the norms of parental influence exercised through dual offieeholding as to serve the parent, even when ostensibly acting on behalf of the subsidiary in operating the facility. See n. 13, supra. Yet another possibility, suggested by the facts of this case, is that an agent of the parent with no hat to wear but the parent’s hat might manage or direct activities at the facility.

Identifying such an occurrence calls for line-drawing yet again, since the acts of direct operation that give rise to parental liability must necessarily be distinguished from the interference that stems from the normal relationship between parent and subsidiary. Again norms of corporate behavior (undisturbed by any CERCLA provision) are crucial reference points. Just as we may look to such norms in identifying the limits of the presumption that a dual office*72holder acts in his ostensible capacity, so here we may refer to them in distinguishing a parental officer’s oversight of a subsidiary from such an officer’s control over the operation of the subsidiary’s facility, “[Ajctivities that involve the facility but which are consistent with the parent’s investor status, such as monitoring of the subsidiary’s performance, supervision of the subsidiary’s finance and capital budget decisions, and articulation of general policies and procedures, should not give rise to direct liability.” Oswald 282. The critical question is whether, in degree and detail, actions directed to the facility by an agent of the parent alone are eccentric under accepted norms of parental oversight of a subsidiary’s facility.

There is, in fact, some evidence that CPC engaged in just this type and degree of activity at the Muskegon plant. The District Court’s opinion speaks of an agent of CPC alone who played a conspicuous part in dealing with the toxic risks emanating from the operation of the plant. G. R. D. Williams worked only for CPC; he was not an employee, officer, or director of Ott II, see Tr. of Oral Arg. 7, and thus, his actions were of necessity taken only on behalf of CPC. The District Court found that “CPC became directly involved in environmental and regulatory matters through the work of... Williams, CPC’s governmental and environmental affairs director. Williams ... became heavily involved in environmental issues at Ott II.” 777 F. Supp., at 561. He “actively participated in and exerted control over a variety of Ott II environmental matters,” ibid., and he “issued directives regarding Ott II’s responses to regulatory inquiries,” id., at 575.

We think that these findings are enough to raise an issue of CPC’s operation of the facility through Williams’s actions, though we would draw no ultimate conclusion from these findings at this point. Not only would we be deciding in the first instance an issue on which the trial and appellate courts did not focus, but the very fact that the District Court did not see the ease as we do suggests that there may be still *73more to be known about Williams’s activities. Indeed, evén as the factual findings stand, the trial court offered little in the way of concrete detail for its conclusions about Williams’s role in Ott II’s environmental affairs, and the parties vigorously dispute the extent of Williams’s involvement. Prudence thus counsels us to remand, on the theory of direct operation set out here, for reevaluation of Williams’s role, and of the role of any other CPC agent who might be said to have had a part in operating the Muskegon facility.14

V

The judgment of the Court of Appeals for the Sixth Circuit is vacated, and the ease is remanded with instructions to return it to the District Court for further proceedings consistent with this opinion.

It is so ordered.

BARBARA MILANO KEENAN, Circuit Judge:

In 2013, the district court held Randy Coley (Mr. Coley) liable for conducting a fraudulent scheme involving the unauthorized transmission of television programming provided by DIRECTV, LLC (DIRECTV). The court entered judgment against Mr. Coley in the amount of over $2.3 million. After an unsuccessful attempt to satisfy its judgment against Mr. Coley personally, DIRECTV filed a motion in the district court to "reverse pierce" the "corporate veil" of three of Mr. Coley's limited liability companies (LLCs), contending that the three entities were "alter egos" of Mr. Coley. The district court granted DIRECTV's motion, finding that the LLCs were alter egos of Mr. Coley and, thus, were subject to execution of DIRECTV's judgment against Mr. Coley.

*382This appeal raises the question whether application of Delaware law in this case permits the remedy of reverse piercing a corporate veil of an LLC, when the LLC has been determined to be the alter ego of its sole member. Upon our review, we affirm the district court's decision to allow this remedy, based on our consideration of existing Delaware law and of the overwhelming evidence that the LLCs at issue were alter egos of Mr. Coley. We also affirm the balance of the district court's judgment.

I.

Randy Coley has operated various businesses that provide consumers access to cable television services. DIRECTV widely distributes cable television services to many entities and individuals, including services to facilities that have multiple residential rooms, such as hotels and hospitals. In 2000, Mr. Coley, through his now-defunct company East Coast Cablevision, LLC (ECC), contracted with DIRECTV to provide its programming to 168 rooms at the Massanutten Resort in Virginia. By May 2011, Mr. Coley was receiving payment for cable services provided to over 2,500 units at Massanutten by DIRECTV. During this time, however, Mr. Coley continued to pay DIRECTV only for services provided to the original 168 units, and fraudulently retained the excess revenue received for services provided to more than 2,300 units. Mr. Coley and ECC continued to provide unauthorized DIRECTV programming to those additional units at the Massanutten Resort until DIRECTV initiated an investigation and discovered the fraudulent scheme.

In 2011, Sky Cable, LLC (Sky Cable), a dealer of DIRECTV's services, sued Mr. Coley, his wife, Kimberli Coley (Mrs. Coley), and DIRECTV, among others, in the district court, alleging that Sky Cable had been deprived of certain revenue as a result of Mr. Coley's unlawful distribution scheme at the Massanutten Resort. The court ultimately dismissed Sky Cable's claims against DIRECTV, but DIRECTV filed cross-claims in the case under 47 U.S.C. § 605(a) against Mr. Coley, Mrs. Coley, and ECC for unauthorized receipt and distribution of DIRECTV's programming.

The evidence before the district court showed that in addition to ECC, Mr. Coley also managed three other LLCs, namely, Its Thundertime, LLC (ITT), East Coast Sales, LLC (East Coast), and South Raleigh Air, LLC (South Raleigh). At issue in this case is appellant ITT, an LLC in which Mr. Coley is the sole member, which was incorporated in 2008 under Delaware law. Mr. Coley stated that he created ITT to hold title to real property for various rental properties purchased by him and his wife. According to Mr. Coley, ITT collected only the profit, as opposed to the entire revenue, obtained from rentals of these properties. DIRECTV has not alleged that ITT was a part of the illegal cable television transmission scheme conducted by Mr. Coley and ECC.

The evidence further showed that Mr. Coley is also the sole member of East Coast and South Raleigh, each of which manages and collects income on the properties owned by ITT. Mr. Coley and these three LLCs have engaged in a continuous commingling of funds. For example, on various occasions, Mr. Coley directed that one LLC transfer funds to another LLC to pay certain expenses, including mortgage payments on properties for which Mr. Coley and his wife were the mortgagors. Mr. Coley at times also admitted that he did not keep complete records of how and why funds were transferred between him and his LLCs.

*383During the proceedings in the district court and before entry of judgment, Mrs. Coley represented that she had not been involved in her husband's businesses and had no membership interest in ITT. Likewise, Mr. Coley testified prior to entry of judgment that Mrs. Coley had never worked outside the family home, and that Mr. Coley was the sole member of ITT.

After years of litigation, the district court entered judgment in favor of DIRECTV against Mr. Coley and ECC for certain violations of federal communications law under 47 U.S.C. § 605(a). The court awarded damages to DIRECTV in the amount of $2,393,000. DIRECTV and Mrs. Coley stipulated to her dismissal from the case with prejudice, based on representations by her and Mr. Coley that she had no ownership interest in any of Mr. Coley's companies.

DIRECTV was unable to collect any payment on the judgment from Mr. Coley, who allegedly has few personal assets. Mr. Coley apparently dissolved ECC after the district court entered its judgment. However, discovery in the case revealed that several of Mr. Coley's LLCs, including ITT, held title to or managed Mr. Coley's assets. Therefore, to enforce its judgment against Mr. Coley, DIRECTV filed a motion in the district court to reverse pierce the corporate veil of ITT, East Coast, and South Raleigh to obtain access to the LLCs' assets. These three LLCs were not parties to the case and had not been served with process.

In response to DIRECTV's motion, Mr. Coley asserted, contrary to his earlier representations made under oath in the district court, that Mrs. Coley had a 50 percent membership interest in ITT and had been a member of ITT since "day one." At the time of DIRECTV's motion, Mrs. Coley was not a party to the lawsuit, and she had not directly asserted her alleged interest in ITT in the district court. However, Mrs. Coley filed an action in North Carolina state court, which later was dismissed, seeking a declaration that she held a 50 percent interest in ITT. See Coley v. Its Thundertime LLC , No. 16-CVS-3019, 2016 WL 3944082, at *1, *5 (N.C. Super. Ct. July 15, 2016).

Although Delaware has not expressly adopted the remedy of reverse piercing of a corporate veil, neither party asked the district court to certify that issue of law to the Delaware Supreme Court under that court's Rule 41. In July 2016, over two years after its initial judgment issued, the district court entered an amended judgment rendering the three LLCs co-judgment debtors with Mr. Coley. The district court held that: (1) under Delaware law, the three LLCs were alter egos of Mr. Coley, and (2) that Delaware would recognize reverse veil piercing under such circumstances.1 The court also held that the Coleys were equitably estopped from asserting that Mrs. Coley had any membership interest in the LLCs. Finally, the court held that DIRECTV's failure to serve process on the LLCs did not prevent the court from exercising jurisdiction over them. Mr. Coley, Mrs. Coley, and ITT2 timely appealed.3

*384II.

As an initial matter, DIRECTV has asked us to dismiss Mrs. Coley's appeal on the grounds that she did not participate in the post-judgment proceedings in the district court and does not qualify as a nonparty entitled to appeal. Mrs. Coley contends in response that she has established a sufficient legal interest in the judgment to file an appeal. We disagree with Mrs. Coley's position.4

We review de novo Mrs. Coley's asserted right to appeal as a nonparty. See Microsystems Software, Inc. v. Scandinavia Online AB , 226 F.3d 35, 39 (1st Cir. 2000) ; see also David v. Alphin , 704 F.3d 327, 333 (4th Cir. 2013). Generally, nonparties to proceedings in the district court may not appeal from a district court's judgment. Kenny v. Quigg , 820 F.2d 665, 667 (4th Cir. 1987) ; see also Marino v. Ortiz , 484 U.S. 301, 304, 108 S.Ct. 586, 98 L.Ed.2d 629 (1988) (noting that the "better practice" is for nonparty to seek intervention). A limited exception arises if a nonparty has an interest in the litigation and actively participated in the particular stage of district court proceedings that is challenged on appeal. See Doe v. Pub. Citizen , 749 F.3d 246, 259-61 (4th Cir. 2014) (explaining that nonparty that did not participate generally nevertheless could appeal because it participated in matters relevant on appeal); Microsystems , 226 F.3d at 41 (noting that litigants cannot "evade" party status and later expect to be treated as parties); Dopp v. HTP Corp. , 947 F.2d 506, 512 (1st Cir. 1991) (holding that party who secured dismissal prior to judgment could not appeal). This limited exception is particularly applicable when the nonparty is the only person or entity in a position to appeal a given aspect of the district court's judgment. See Kenny , 820 F.2d at 668.

Mrs. Coley testified prior to being dismissed from the case in the pre-judgment proceedings that she had no membership interest in ITT. She now advances the contrary argument that she holds a 50 percent interest in ITT, but she did not participate in any manner in the post-judgment proceedings at issue in this appeal.5 Additionally, we observe that Mr. Coley is in a position to represent on appeal any interest that Mrs. Coley otherwise could assert. Under these circumstances and in view of the equities of this case, we grant DIRECTV's motion to dismiss Mrs. Coley's appeal. See Hilao v. Estate of Marcos , 393 F.3d 987, 992 (9th Cir. 2004) (holding that nonparty can only appeal when it participated in proceedings and equities favor the appeal).

III.

A.

Mr. Coley and ITT (the defendants) contend that the district court erred in reverse piercing ITT's corporate veil. They primarily assert: (1) that Delaware law does not permit reverse piercing of a corporate veil, even when the corporation is an alter ego of the judgment debtor; and (2) that Delaware's "LLC charging statute," 6 Del. Code § 18-703, provides the *385exclusive remedy for a judgment creditor seeking access to the financial interest of an LLC's member.

In response, DIRECTV argues that the district court correctly predicted that Delaware law would permit reverse veil piercing under these factual circumstances, and that the Delaware LLC charging statute does not limit the ability of a judgment creditor to reverse pierce the corporate veil of an LLC that is the alter ego of a judgment debtor. We agree with DIRECTV's position.

We review de novo the question whether Delaware state law would recognize reverse piercing of the corporate veil of an LLC. See Salve Regina Coll. v. Russell , 499 U.S. 225, 239, 111 S.Ct. 1217, 113 L.Ed.2d 190 (1991) ; McNair v. Lend Lease Trucks, Inc. , 95 F.3d 325, 328 (4th Cir. 1996). A corporation is a fictional legal entity separate from its shareholders. DeWitt Truck Brokers, Inc. v. W. Ray Flemming Fruit Co. , 540 F.2d 681, 683 (4th Cir. 1976). The corporate form generally insulates shareholders from personal liability for the corporation's debts, because those debts are not imputed to the shareholders. See generally id. Like a corporation, an LLC also generally protects its "members" from personal liability for the LLC's debts. See NetJets Aviation, Inc. v. LHC Commc'ns, LLC , 537 F.3d 168, 176 (2d Cir. 2008).

Nevertheless, courts have disregarded the legal distinction between a business entity and the individuals who hold ownership interests in that entity, if maintaining the distinction would "produce injustices or inequitable consequences." DeWitt , 540 F.2d at 683 (citation omitted). In such circumstances, a court may "pierce the veil" separating the entity and its constituent members and treat the entity and its members as identical. See id . Importantly, similar circumstances warrant piercing the veil of both corporations and LLCs. NetJets , 537 F.3d at 176.

Traditional veil piercing permits a court to render an individual liable in a judgment against a business entity in which the individual has an interest, when the entity "is in fact a mere instrumentality or alter ego of [the individual]." Id. (citing Geyer v. Ingersoll Publ'ns Co. , 621 A.2d 784, 793 (Del. Ch. 1992) ); 1 W. Fletcher, Fletcher Cyclopedia of the Law of Corporations § 41 (2017) [1 Fletcher ] (observing that traditional piercing of an entity's corporate veil results in "liability [being] imposed upon its members"). Conversely, reverse veil piercing attaches liability to the entity for a judgment against the individuals who hold an ownership interest in that entity. See C.F. Tr., Inc. v. First Flight, L.P. , 306 F.3d 126, 134 (4th Cir. 2002) (explaining that reverse piercing renders the entity liable for debts of a member); see also Zahra Spiritual Tr. v. United States , 910 F.2d 240, 244 (5th Cir. 1990) (noting that courts can reverse pierce a corporation's veil based on a finding of alter ego).

Reverse piercing is classified into two types, namely, insider reverse piercing and outsider reverse piercing. See 1 Fletcher , supra , § 41.70. "Insider" reverse piercing applies when "the controlling [member or shareholder] urges the court to disregard the corporate entity that otherwise separates the [member or shareholder] from the corporation." 1 James D. Cox & Thomas Lee Hazen, Treatise on the Law of Corporations § 7:18 [Cox & Hazen] (3d ed. 2017). However, many courts strongly oppose allowing a company's veil to be pierced for the benefit of the individuals who themselves have created the company.

*3866 Id. ; 2 F. Hodge O'Neal & Robert B. Thompson, Close Corporations and LLCs: Law and Practice § 8:18 [O'Neal & Thompson] (Rev. 3d ed.) ("[C]ourts rarely permit a corporation to be disregarded for the benefit of its own shareholders.").

"Outsider" reverse piercing, the type relevant here, applies when an outside third party, frequently a creditor, urges a court to render a company liable in a judgment against its member. First Flight , 306 F.3d at 134 ("Outsider reverse veil-piercing extends [the] traditional veil-piercing doctrine to permit a third-party creditor to 'pierce[ ] the veil' to satisfy the debts of an individual out of the corporation's assets." (citation omitted and second alteration in original) ). Many courts have allowed outsider reverse piercing in actions by creditors, Cox & Hazen, supra , § 7:18, because outsider reverse piercing "follows logically the premises of traditional veil piercing," O'Neal & Thompson, supra , § 8:18. The states that have barred outsider reverse piercing have done so "in large part because of the potential harm to innocent shareholders [or members]."7 Cox & Hazen, supra , § 7:18.

The law of the state in which an entity is incorporated generally governs the question whether a court may pierce an entity's veil. See First Nat'l City Bank v. Banco Para El Comercio Exterior de Cuba , 462 U.S. 611, 621, 103 S.Ct. 2591, 77 L.Ed.2d 46 (1983) ; Taurus IP, LLC v. DaimlerChrysler Corp. , 726 F.3d 1306, 1336 (Fed. Cir. 2013) (applying law of state of incorporation to reverse piercing claim). Accordingly, we apply Delaware law to this question.8 Because no Delaware court to date has recognized reverse veil piercing, Crystallex Int'l Corp. v. Petroleos de Venezuela, S.A. , 213 F.Supp.3d 683, 690 n.7 (D. Del. 2016), rev'd on other grounds , 879 F.3d 79 (3d Cir. 2018), our task is to predict whether Delaware would recognize such a remedy under the circumstances presented here. See Askew v. HRFC, LLC , 810 F.3d 263, 266 (4th Cir. 2016) (explaining that we may predict state law when an issue is not settled); see also United States v. Badger , 818 F.3d 563, 568, 571 (10th Cir. 2016) (predicting that Utah would permit reverse piercing).

Delaware courts have recognized traditional veil piercing as an equitable remedy, but have cautioned that the remedy is appropriate only in exceptional circumstances. Wallace ex rel. Cencom Cable Income Partners II, Inc. v. Wood , 752 A.2d 1175, 1183 (Del. Ch. 1999) ("Persuading a Delaware court to disregard the corporate entity is a difficult task." (citation omitted) ). The Delaware Supreme Court has stated that the corporate form may be disregarded "in the interest of justice, when such matters as fraud, contravention of law or contract, public wrong, or where equitable consideration among members of the corporation require it, are involved." Pauley Petroleum Inc. v. Cont'l Oil Co. , 43 Del.Ch. 516, 239 A.2d 629, 633 (1968). In Delaware, the alter ego theory is a general principle of corporate law according to which a court may pierce a company's veil if separate entities "operate[ ] as a single economic entity such that it would be inequitable for [the] Court to uphold a legal *387distinction between them." NetJets , 537 F.3d at 177 (citation omitted).

Although there are obvious differences between piercing an entity's veil to render an individual liable, and piercing the veil to render a company liable, we have explained that in many jurisdictions "the same considerations that justify [traditional] piercing [of] the corporate veil may justify piercing the veil in 'reverse.' " First Flight , 306 F.3d at 135 (citing 1 Fletcher , supra , § 41.70). But see Cancan Dev., LLC v. Manno , No. CV 6429-VCL, 2015 WL 3400789, at *22 (Del. Ch. May 27, 2015) (observing that reverse piercing may require different analysis). Notably, in Delaware, disregarding the corporate fiction "can always be done if necessary to prevent fraud or chicanery," a principle that would support both traditional and reverse veil piercing. See Adams v. Clearance Corp. , 35 Del.Ch. 459, 121 A.2d 302, 308 (1956) (emphasis added) (noting that disregarding corporate form can be appropriate but not addressing veil piercing directly). Just as traditional veil piercing permits a court to hold a member liable for a company's actions, reverse veil piercing permits a court to hold a company liable for a member's actions if recognizing the corporate form would cause fraud or similar injustice. See Pauley , 239 A.2d at 633 ; Harco Nat'l Ins. Co. v. Green Farms. Inc. , No. CIV. A. 1131, 1989 WL 110537, at *4 (Del. Ch. Sept. 19, 1989) (observing that Pauley applied directly to corporate veil piercing).

Reverse veil piercing is particularly appropriate when an LLC has a single member, because this circumstance alleviates any concern regarding the effect of veil piercing on other members who may have an interest in the assets of an LLC. See 1 Fletcher , supra , § 41.70 (noting that "potential harm" to other members "must be considered"). Therefore, when an entity and its sole member are alter egos, the rationale supporting reverse veil piercing is especially strong. And because Delaware courts apply the alter ego theory only in exceptional circumstances, recognition of reverse veil piercing for the limited purpose of preventing fraudulent conduct would not threaten the general viability of the corporate form in Delaware. See Wallace , 752 A.2d at 1183.

We also observe that "Delaware has a powerful interest of its own in preventing the entities that it charters from being used as vehicles for fraud. Delaware's legitimacy as a chartering jurisdiction depends on it." NACCO Indus., Inc. v. Applica Inc. , 997 A.2d 1, 26 (Del. Ch. 2009). Were Delaware to permit courts to hold an alter ego member liable for an entity's debts without also allowing courts to hold the alter ego entity liable for the member's debts, fraudulent members could hide assets in plain sight to avoid paying a judgment. Delaware law is clear, however, that a corporate form cannot be used as a "shield" to hinder creditors from collecting on adjudicated claims. See Martin v. D.B. Martin Co. , 10 Del.Ch. 211, 88 A. 612, 614, 619 (1913) ; see also First Flight , 306 F.3d at 135 (noting that corporate form should not be used to "shelter" assets "from lawful claims of judgment creditors" (citation omitted) ).

And finally, Delaware courts have signaled some willingness to apply a theory of reverse veil piercing. In Spring Real Estate, LLC v. Echo/RT Holdings, LLC , the Court of Chancery of Delaware noted that "where [a] subsidiary is a mere alter ego of the parent to the extent that the Court may engage in 'reverse veil-piercing,' the Court may treat the assets of the subsidiary as those of the parent" for certain *388purposes.9 No. CV 7994-VCN, 2016 WL 769586, at *3 (Del. Ch. Feb. 18, 2016). And, in another decision, the Delaware Chancery Court observed that a claim of traditional veil piercing "might have prevailed" had it been presented properly as a claim of reverse veil piercing. Cancan , 2015 WL 3400789, at *22. Given this present status of Delaware law regarding the issue before us, we conclude that Delaware would recognize outsider reverse piercing of an LLC's veil when the LLC is the alter ego of its sole member.

Our conclusion is not altered by the defendants' contention that Delaware's LLC charging statute, 6 Del. Code § 18-703, is the exclusive remedy for a judgment creditor seeking access to the assets of an LLC's member. The LLC charging statute provides, in part, that "[o]n application by a judgment creditor ... a court having jurisdiction may charge the limited liability company interest of the judgment debtor to satisfy the judgment," but only for "distributions" to which the debtor would otherwise be entitled. 6 Del. Code § 18-703(a). The LLC charging statute also has an "exclusivity" clause that states:

The entry of a charging order is the exclusive remedy by which a judgment creditor of a member or a member's assignee may satisfy a judgment out of the judgment debtor's limited liability company interest and attachment, garnishment, foreclosure or other legal or equitable remedies are not available to the judgment creditor, whether the limited liability company has 1 member or more than 1 member.

6 Del. Code § 18-703(d).

Although neither the Delaware Supreme Court nor the Delaware Chancery Court has interpreted this exclusivity provision in Section 18-703, we think that it is clear that piercing the veil of an alter ego is not the type of remedy that the provision was designed to prohibit. The rule of statutory construction known as "ejusdem generis " instructs that, when general words follow the enumeration of specific items in a list, the general words apply "only to other items akin to those specifically enumerated." Harrison v. PPG Indus., Inc. , 446 U.S. 578, 588, 100 S.Ct. 1889, 64 L.Ed.2d 525 (1980) ; see In re IAC/InterActive Corp. , 948 A.2d 471, 495-96 (Del. Ch. 2008). Thus, the general phrase "or other legal or equitable remedies," which follows the three enumerated remedies in the exclusivity provision, refers to similar types of remedies as those specifically listed. The remedies specifically enumerated in the exclusivity provision, "attachment, garnishment, [and] foreclosure," involve traditional common law actions by which a creditor may seize particular property of a debtor. See, e.g. , BFP v. Resolution Tr. Corp. , 511 U.S. 531, 541, 114 S.Ct. 1757, 128 L.Ed.2d 556 (1994) (explaining that foreclosure is a remedy pertaining to debtor's interest in specific property); N. Ga. Finishing, Inc. v. Di-Chem, Inc. , 419 U.S. 601, 610, 95 S.Ct. 719, 42 L.Ed.2d 751 (1975) (Powell, J., concurring in the judgment) ("Garnishment and attachment remedies afford the ... judgment creditor a means of assuring ... that the debtor will not remove from the jurisdiction, encumber, or otherwise dispose of certain assets ...."); Sniadach v. Family Fin. Corp. of Bay View , 395 U.S. 337, 340, 89 S.Ct. 1820, 23 L.Ed.2d 349 (1969) (assuming *389that "attachments in general" apply to "specialized type[s] of property," including the attachment of wages).

Reverse veil piercing under the alter ego theory, however, involves seeking assets of a debtor through a challenge to the legitimacy of an LLC or a corporation. Thus, when an LLC is determined to be the alter ego of its sole member, this finding permits a court to treat the LLC as "identical" to its member, such that the court regards "the ultimate party in interest ... in law and fact as the sole party in a particular transaction." See Pauley , 239 A.2d at 633 (emphasis added); see also DeWitt , 540 F.2d at 683. In such circumstances, "the separateness of the [LLC] has ceased." 1 Fletcher , supra , § 41.10. Accordingly, because piercing the veil of an LLC effectively eliminates the legal status of the LLC in very narrow circumstances in which fraud or other injustice has been established, that remedy is unlike the various common law seizure remedies listed in the exclusivity provision of the Delaware LLC charging statute.

Moreover, an interpretation of the LLC charging statute that would prevent courts' ability to reverse pierce an LLC's veil would contradict Delaware courts' traditional "power ... to look through these legal fictions ... and see by whom and through what agencies the wrong is done and on whom the loss ultimately falls." Martin , 88 A. at 615. Such an outcome impermissibly would limit Delaware's ability to "prevent[ ] the entities that it charters from being used as vehicles for fraud," and would allow solvent debtors to engage in fraud by using the LLC form solely to avoid liability for their debts. NACCO , 997 A.2d at 26. Delaware courts are empowered to disregard the corporate form to prevent such "chicanery." Adams , 121 A.2d at 309.

Accordingly, we conclude that Delaware's LLC charging statute does not prevent a court from reverse piercing the veil of an LLC that serves only as an alter ego of its sole member, because such an LLC is a "sham entity." See Crosse v. BCBSD, Inc. , 836 A.2d 492, 497 (Del. 2003). The district court therefore correctly held that under Delaware law, outsider reverse piercing of an LLC is warranted to render an LLC a co-judgment debtor when the LLC is the alter ego of its sole member.10

B.

Mr. Coley next argues that the district court erred in concluding that ITT was his alter ego. He contends that such a conclusion required the court to find that ITT had a fraudulent purpose. Mr. Coley asserts that because the court failed to make a finding of fraudulent purpose, the court erred in reverse piercing ITT's veil. We disagree with Mr. Coley's argument.

Because a court's conclusion that an LLC is an alter ego of its member "depends largely on the resolution of questions of fact," we will uphold that determination if it is not clearly erroneous. In re Cty. Green Ltd. P'ship , 604 F.2d 289, 292 (4th Cir. 1979). In Delaware, to prevail under an alter ego theory, a plaintiff is not required to show "actual fraud but must show a mingling of the operations of the entity and its owner plus an 'overall element of injustice or unfairness.' " NetJets , 537 F.3d at 176 (quoting Harco , 1989 WL 110537, at *5 ); Irwin & Leighton, Inc. v. W.M. Anderson Co. , 532 A.2d 983, 989 (Del. Ch. 1987) (explaining that the test for disregarding corporate form "cannot be reduced to a single formula");

*390Martin , 88 A. at 615 (observing that when disregarding corporate form, there was no requirement that corporation was "originally intended to perpetrate a fraud").

If legally separate entities fail to follow corporate formalities when doing business with one another, this failure may raise an inference that the entities are one and the same.11 See NetJets , 537 F.3d at 178. Additionally, piercing an entity's veil under the alter ego theory is particularly appropriate when a single individual or entity completely dominates and controls another entity. Wallace , 752 A.2d at 1183-84.

Here, the district court found that ITT, East Coast, and South Raleigh were Mr. Coley's alter egos because they "operate as a single economic entity in which money flows freely between them at [Mr.] Coley's whim." The court further found significant evidence of "[Mr.] Coley's failure to observe corporate formalities, an utter lack of proper accounting records, and extensive commingling of assets." We conclude that the district court did not clearly err in its alter ego finding.

We reject Mr. Coley's contention that an alter ego must have been created with an expressly fraudulent purpose. See NetJets , 537 F.3d at 177 (noting that there is no requirement that an alter ego was "originally intended to perpetrate a fraud" (citing Martin , 88 A. at 615 ) ). Instead, it is enough that the entity was used to cause fraud or injustice.12 See id. at 176-77 ; Pauley , 239 A.2d at 633 ; Harco , 1989 WL 110537, at *5.

The evidence that Mr. Coley and his LLCs are alter egos is substantial. Mr. Coley clearly controls ITT and, on multiple occasions, testified pre-judgment that he is ITT's sole member. Mrs. Coley separately testified that she had no ownership interest in any of Mr. Coley's business entities and was not a member of ITT.13 Mr. Coley also produced an operating agreement during pre-judgment discovery listing himself as ITT's only member, and testified that he is the only one who "get[s] a check" from his LLCs.

There is also abundant evidence in the record that Mr. Coley and his LLCs commingled their funds. Mr. Coley failed to keep complete records of how and why funds were deposited from one LLC's account into another LLC's account, or into his personal accounts. Checks made out to "East Coast Sales" were sometimes deposited into Mr. Coley's personal account. However, Mr. Coley also received income directly from East Coast. Mr. Coley even reported East Coast's profit and loss on his individual tax return. Yet, in his deposition testimony, Mr. Coley could not explain the amounts that he received from his LLCs as salary and other income. For example, he stated as follows:

Q: Well, I'm trying to understand, Mr. Coley, what do you exactly buy with your own money. Because as far as I can tell, you've got at least $130,000 flowing into your and [Mrs. Coley's] account, your tax return from 2014 reports business income of $66,000 and a bunch of losses. And so I'm trying to understand *391how that all fits together. Can you explain it to me?

A: No. I don't know how-I don't-I can't explain this here. I can't explain that.

Funds also were transferred freely among the LLCs. For example, South Raleigh and East Coast collected the rental revenue on properties owned by ITT, but South Raleigh and East Coast then transferred that revenue, less their expenses, to ITT as profit. Mr. Coley failed to explain why the revenue did not go directly to ITT, the owner of the properties. And when asked why certain transfers of funds also were made from ITT to one of the other LLCs, Mr. Coley had no explanation.

Mr. Coley also testified that payments for ITT's "major expenses" frequently were transferred from another LLC to ITT. He stated that these expenses included "major thing[s] like taxes, insurance, taxes, we make sure it's all paid out of [ITT]." Other expenses, however, were paid by another LLC, without passing through ITT. For example, Mr. Coley speculated that certain checks written from the South Raleigh account might have been used to pay "HOA fees" on the properties owned by ITT. Yet, he stated confusingly that those checks "are paid to South Raleigh Air. [But t]hey are [ITT's] money." Still other funds from Mr. Coley's LLCs were used to pay loans on two vehicles for which Mr. Coley personally was the borrower.

Finally, the LLCs also made payments on mortgages for properties owned by ITT. Mr. Coley testified that on one such property, East Coast made payments on the mortgage loan, but that he and his wife were the borrowers. South Raleigh also made mortgage payments on a separate property owned by ITT, for which Mr. and Mrs. Coley were the borrowers. Moreover, even the mortgage on Mr. Coley's personal residence was paid by one of his LLCs. Nevertheless, Mr. Coley took the mortgage interest deduction on such properties on his personal tax return. This cumulative evidence strongly indicates that Mr. Coley and his LLCs were in fact a single economic entity, NetJets , 537 F.3d at 176, utterly dominated and controlled by Mr. Coley, Wallace , 752 A.2d at 1183. We also conclude that an "overall element of injustice or unfairness" is present in this case, because DIRECTV has not received any payment on its judgment against Mr. Coley although the district court found Mr. Coley liable over four years ago. See NetJets , 537 F.3d at 176. We therefore hold that the district court's finding that ITT and Mr. Coley are alter egos was not clearly erroneous.

C.

The defendants next argue that the district court erred in holding that Mr. Coley's participation in the post-judgment proceedings permitted the court to exercise jurisdiction over ITT, despite the fact that ITT was not served with process. DIRECTV argues in response that because the court had jurisdiction over ITT's alter ego, Mr. Coley, the court necessarily had jurisdiction over ITT. Again, we agree with DIRECTV.

We review de novo a court's determination of its personal jurisdiction over a nonparty. See Mylan Labs., Inc. v. Akzo, N.V. , 2 F.3d 56, 59-60 (4th Cir. 1993). Typically, service of process is a precondition to a court's exercise of personal jurisdiction over a defendant. See Fed. Deposit Ins. Corp. v. Schaffer , 731 F.2d 1134, 1135-36 (4th Cir. 1984). However, when a court has engaged in traditional veil piercing, the court may exercise personal jurisdiction vicariously over an individual if the court has jurisdiction over the *392individual's alter ego company. See Newport News Holdings Corp. v. Virtual City Vision , Inc ., 650 F.3d 423, 433 (4th Cir. 2011) (observing that courts have "consistently acknowledged that it is compatible with due process to exercise personal jurisdiction over an individual ... who is an alter ego" (citation omitted) ); see also Ranza v. Nike, Inc. , 793 F.3d 1059, 1072-73 (9th Cir. 2015) (noting that alter ego test "may be used to extend personal jurisdiction"). Moreover, a court may exercise jurisdiction over an entity if its alter ego "participated fully in the proceedings [below] and therefore waived any objections to lack of service of process." Transfield ER Cape Ltd. v. Indus. Carriers, Inc. , 571 F.3d 221, 224 (2d Cir. 2009) (citation omitted).

Fundamentally, the jurisdictional inquiry concerns whether a particular party is before the court. See, e.g. , Daimler AG v. Bauman , 571 U.S. 117, 134 S.Ct. 746, 754, 187 L.Ed.2d 624 (2014) (observing that personal jurisdiction involves court's authority over a particular defendant); Cent. States, Se. & Sw. Areas Pension Fund v. Cent. Transp., Inc. , 841 F.2d 92, 95-96 (4th Cir. 1988) (noting that jurisdiction involves question of "proper parties"). When a company is an alter ego of its sole member, the alter ego and the member are effectively the same entity. Pauley , 239 A.2d at 633. Accordingly, "the jurisdictional contacts of [the individual] are the jurisdictional contacts of the [alter ego entity]." See Patin v. Thoroughbred Power Boats Inc. , 294 F.3d 640, 653 (5th Cir. 2002) (citation omitted); see also Ranza , 793 F.3d at 1072-73. Moreover, when reverse veil piercing of a single-member LLC is involved, the individual already is properly before the court. Thus, there is no concern that the alter ego LLC controlled by that individual must somehow receive independent notice of a legal action. Cf. Restatement (Second) of Judgments § 59(5) (Am. Law Inst. 1982) (observing that, in traditional piercing context, notice to alter ego individual is appropriate). We therefore conclude that an LLC that is the alter ego of its sole member is properly before the court when the court has jurisdiction over that member. See Ranza , 793 F.3d at 1072-73.

Here, the defendants do not contend that the court erred in exercising personal jurisdiction over Mr. Coley, ITT's sole member, who participated fully in the district court proceedings. See Carefirst of Md., Inc. v. CareFirst Pregnancy Ctrs., Inc. , 334 F.3d 390, 397 (4th Cir. 2003) (explaining that personal jurisdiction is proper when the defendant directed business activities at the forum state); Transfield , 571 F.3d at 224. Accordingly, applying the principles set forth above, we hold that the court did not err in exercising jurisdiction over ITT.

IV.

Finally, we find no merit in the defendants' argument that the district court erred in holding that the Coleys were equitably estopped from asserting any membership interest in ITT during the post-judgment proceedings. We review the district court's decision applying equitable estoppel for abuse of discretion. Am. Bankers Ins. Grp., Inc. v. Long , 453 F.3d 623, 629 (4th Cir. 2006).

Equitable estoppel is a doctrine that is intended to protect litigants from "unscrupulous opponents who induce a litigant's reliance" and "then reverse themselves to argue that they win under the opposite scenario." See Teledyne Indus., Inc., v. NLRB , 911 F.2d 1214, 1220 (6th Cir. 1990) (citation omitted); In re Varat Enters., Inc. , 81 F.3d 1310, 1317 (4th Cir. 1996) (explaining that estoppel rule is *393designed to protect party that may be prejudiced by an opponent's change of position). A party may invoke equitable estoppel by showing that (1) an adversary made a representation, (2) upon which the party relied, (3) that was contradicted by the adversary's later representation, (4) to the party's detriment. Zoroastrian Ctr. & Darb-E-Mehr of Metro. D.C. v. Rustam Guiv Found. of N.Y. , 822 F.3d 739, 753 (4th Cir. 2016) ; Teledyne , 911 F.2d at 1220.

In the pre-judgment proceedings, Mrs. Coley represented that she had no ownership interest in any of Mr. Coley's business entities and was not a member of ITT. Mr. Coley also testified that he was the sole member of ITT, and that his wife had no membership interest in ITT. He even produced an operating agreement for ITT in 2012 indicating that he was the sole member. DIRECTV relied on the Coleys' representations in dismissing its claims against Mrs. Coley.14

In direct contrast to his prior position, Mr. Coley asserted during the post-judgment proceedings that Mrs. Coley has been a member of ITT since "day one." Mrs. Coley herself sought a declaration in North Carolina state court that she had a 50 percent interest in ITT. Under these circumstances, DIRECTV would have suffered prejudice if the district court had accepted the Coleys' new position, which was a complete repudiation of their earlier sworn statements during the pre-judgment litigation. The Coleys' shifting positions reflected an attempt to assert whatever position would advance their quest to avoid liability and to place their personal assets beyond the reach of DIRECTV. Accordingly, we hold that the district court did not abuse its discretion in estopping the assertion of Mrs. Coley's alleged interest in ITT in the post-judgment proceedings.15

V.

For these reasons, we affirm the district court's decision to reverse pierce the veil of ITT, rendering ITT a co-debtor in the judgment against Mr. Coley. We also affirm the district court's decision to estop Mr. Coley from asserting that Mrs. Coley has a membership interest in ITT, and we grant DIRECTV's motion to dismiss Mrs. Coley's appeal.

AFFIRMED

*416Fuld, J.

This case involves what appears to be a rather common practice in the taxicab industry of vesting the ownership of a taxi fleet in many corporations, each owning only one or two cabs.

The complaint alleges that the plaintiff was severely injured four years ago in New York City when he was run down by a taxicab owned by the defendant Seon Cab Corporation and negligently operated at the time by the defendant Márchese. The individual defendant, Carlton, is claimed to be a stockholder of 10 corporations, including Seon, each of which has but two cabs registered in its name, and it is implied that only the minimum automobile liability insurance required by law (in the amount of $10,000) is carried on any one cab. Although seemingly independent of one another, these corporations are alleged to be “ operated * * * as a single entity, unit and enterprise ” with regard to financing, supplies, repairs, employees and garaging, and all are named as defendants.1 The plaintiff asserts that he is also entitled to hold their stockholders personally liable for the damages sought because the multiple corporate structure constitutes an unlawful attempt “ to defraud members of the general public” who might be injured by the cabs.

*417The defendant Carlton has moved, pursuant to CPLR 3211 (a)7, to dismiss the complaint on the ground that as to him it “ fails to state a cause of action The court at Special Term granted the motion but the Appellate Division, by a divided vote, reversed, holding that a valid cause of action was sufficiently stated. The defendant Carlton appeals to us, from the nonfinal order, by leave of the Appellate Division on a certified question.

The law permits the incorporation of a business for the very purpose of enabling its proprietors to escape personal liability (see, e.g., Bartle v. Home Owners Co-op., 309 N. Y. 103, 106) but, manifestly, the privilege is not without its limits. Broadly speaking, the courts will disregard the corporate form, or, to use accepted terminology, “pierce the corporate veil”, whenever necessary “to prevent fraud or to achieve equity”. (International Aircraft Trading Co. v. Manufacturers Trust Co., 297 N. Y. 285, 292.) In determining whether liability should be extended to reach assets beyond those belonging to the corporation, we are guided, as Judge Cardozo noted, by “ general rules of agency”. (Berkey v. Third Ave. Ry. Co., 244 N. Y. 84, 95.) In other words, whenever anyone uses control of the corporation to further his own rather than the corporation’s business, he will be liable for the corporation’s acts “ upon the principle of respondeat stiperior applicable even where the agent is a natural person ”. (Rapid Tr. Subway Constr. Co. v. City of New York, 259 N. Y. 472, 488.) Such liability, moreover, extends not only to the corporation’s commercial dealings (see, e.g., Natelson v. A. B. L. Holding Co., 260 N. Y. 233; Quaid v. Ratkowsky, 224 N. Y. 624; Luckenbach S. S. Co. v. Grace & Co., 267 F. 676, 681, cert. den. 254 U. S. 644; Weisser v. Mursam Shoe Corp., 127 F. 2d 344) but to its negligent acts as well. (See Berkey v. Third Ave. Ry. Co., 244 N. Y. 84, supra; Gerard v. Simpson, 252 App. Div. 340, mot. for lv. to app. den. 276 N. Y. 687; Mangan v. Terminal Transp. System, 247 App. Div. 853, mot. for lv. to app. den. 272 N. Y. 676.)

In the Mangan case (247 App. Div. 853, mot. for lv. to app. den. 272 N. Y. 676, supra), the plaintiff was injured as a result of the negligent operation of a cab owned and operated by one of four corporations affiliated with the defendant Terminal. Although the defendant was not a stockholder of any of the oper*418ating companies, both the defendant and the operating companies were owned, for the most part, by the same parties. The defendant’s name (Terminal) was conspicuously displayed on the sides of all of the taxis used in the enterprise and, in point of fact, the defendant actually serviced, inspected, repaired and dispatched them. These facts were deemed to provide sufficient cause for piercing the corporate veil of the operating company — the nominal owner of the cab which injured the plaintiff — and holding the defendant liable. The operating companies were simply instrumentalities for carrying on the business of the defendant without imposing upon it financial and other liabilities incident to the actual ownership and operation of the cabs. (See, also, Callas v. Independent Taxi Owners Assn., 66 F. 2d 192 [D. C. Ct. App.], cert. den. 290 U. S. 669; Association of Independent Taxi Operators v. Kern, 178 Md. 252; P. & S. Taxi & Baggage Co. v. Cameron, 183 Okla. 226; cf. Black & White v. Love, 236 Ark. 529; Economy Cabs v. Kirkland, 127 Fla. 867, adhered to on rearg. 129 Fla. 309.)

In the case before us, the plaintiff has explicitly alleged that none of the corporations ‘ ‘ had a separate existence of their own” and, as indicated above, all are named as defendants. However, it is one thing to assert that a corporation is a fragment of a larger corporate combine which actually conducts the business. (See Berle, The Theory of Enterprise Entity, 47 Col. L. Rev. 343, 348-350.) It is quite another to claim that the corporation is a ‘ ‘ dummy ’ ’ for its individual stockholders who are in reality carrying on the business in their personal capacities for purely personal rather than corporate ends. (See African Metals Corp. v. Bullowa, 288 N. Y. 78, 85.) Either circumstance would justify treating the corporation as an agent and piercing the corporate veil to reach the principal but a different result would follow in each case. In the first, only a larger corporate entity would be held financially responsible (see, e.g., Mangan v. Terminal Transp. System, 247 App. Div. 853, mot. for lv. to app. den. 272 N. Y. 676, supra; Luckenbach S. S. Co. v. Grace & Co., 267 F. 2d 676, 881, cert. den. 254 U. S. 644, supra; cf. Gerard v. Simpson, 252 App. Div. 340, mot. for lv. to app. den. 276 N. Y. 687, supra) while, in the other, the stockholder would be personally liable. (See, e.g., Natelson v. A. B. L. Holding Co., 260 N. Y. 233, supra; Quaid v. Rat *419 kowsky, 224 N. Y. 624, supra; Weisser v. Mursam Shoe Corp., 127 F. 2d 344, supra.) Either the stockholder is conducting the business in his individual capacity or he is not. If he is, he will be liable; if he is not, then, it does not matter- — -insofar as his personal liability is concerned — that the enterprise is actually being carried on by a larger “ enterprise entity (See Berle, The Theory of Enterprise Entity, 47 Col. L. Rev. 343.)

At this stage in the present litigation, we are concerned only with the pleadings and, since CPLR 3014 permits causes of action to be stated “ alternatively or hypothetically ”, it is possible for the plaintiff to allege both theories as the basis for his demand for judgment. In ascertaining whether he has done so, we must consider the entire pleading, educing therefrom ‘ ‘ ‘ whatever can be implied from its statements by fair and reasonable intendment.’ ” (Condon v. Associated Hosp. Serv., 287 N. Y. 411, 414; see, also, Kober v. Kober, 16 N Y 2d 191, 193-194; Dulberg v. Mock, 1 N Y 2d 54, 56.) Reading the complaint in this case most favorably and liberally, we do not believe that there can be gathered from its averments the allegations required to spell out a valid cause of action against the defendant Carlton.

The individual defendant is charged with having “ organized, managed, dominated and controlled ’ ’ a fragmented corporate entity but there are no allegations that he was conducting business in his individual capacity. Had the taxicab fleet been owned by a single corporation, it would be readily apparent that the plaintiff would face formidable barriers in attempting to establish personal liability on the part of the corporation’s stockholders. The fact that the fleet ownership has been deliberately split up among many corporations does not ease the plaintiff’s burden in that respect. The corporate form may not be disregarded merely because the assets of the corporation, together with the mandatory insurance coverage of the vehicle which struck the plaintiff, are insufficient to assure him the recovery sought. If Carlton were to be held individually liable on those facts alone, the decision would apply equally to the thousands of cabs which are owned by their individual drivers who conduct their businesses through corporations organized pursuant to section 401 of the Business Corporation Law and carry the minimum insurance required by subdivision 1 (par. [a]) of section 370 of the Vehicle and Traffic Law. These *420taxi owner-operators are entitled to form such corporations (cf. Elenkrieg v. Siebrecht, 238 N. Y. 254), and we agree with the court at Special Term that, if the insurance coverage required by statute “is inadequate for the protection of the public, the remedy lies not with the courts but with the Legislature. ’ ’ It may very well be sound policy to require that certain corporations must take out liability insurance which will afford adequate compensation to their potential tort victims. However, the responsibility for imposing conditions on the privilege of incorporation has been committed by the Constitution to the Legislature (N. Y. Const., art. X, § 1) and it may not be fairly implied, from any statute, that the Legislature intended, without the slightest discussion or debate, to require of taxi corporations that they carry automobile liability insurance over and above that mandated by the Vehicle and Traffic Law.2

This is not to say that it is impossible for the plaintiff to state a valid cause of action against the defendant Carlton. However, the simple fact is that the plaintiff has just not done so here. While the complaint alleges that the separate corporations were undercapitalized and that their assets have been intermingled, it is barren of any “ sufficiently particular [ized] statements ” (CPLB 3013; see 3 Weinstein-Korn-Miller, N. Y. Civ. Prac., par. 3013.01 et seq., p. 30-142 et seq.) that the defendant Carlton and his associates are actually doing business in their individual capacities, shuttling their personal funds in and out of the corporations “ without regard to formality and to suit their immediate convenience.” (Weisser v. Mursam Shoe Corp., 127 P. 2d 344, 345, supra.) Such a “ perversion of the privilege to do business in a corporate form ” (Berkey v. Third Ave. Ry. Co., 244 N. Y. 84, 95, supra) would justify imposing personal liability on the individual stockholders. (See African Metals Corp. v. Bullowa, 288 N. Y. 78, supra.) Nothing of the sort has in fact been charged, and it cannot reasonably or logically be inferred from the happenstance that the business of Seon *421Cab Corporation may actually be carried on by a larger corporate entity composed of many corporations which, under general principles of agency, would be liable to each other’s creditors in contract and in tort.3

In point of fact, the principle relied upon in the complaint to sustain the imposition of personal liability is not agency but fraud. Such a cause of action cannot withstand analysis. If it is not fraudulent for the owner-operator of a single cab corporation to take out only the minimum required liability insurance, the enterprise does not become either illicit or fraudulent merely because it consists of many such corporations. The plaintiff’s injuries are the same regardless of whether the cab which strikes him is owned by a single corporation or part of a fleet with ownership fragmented among many corporations. Whatever rights he may be able to assert against parties other than the registered owner of the vehicle come into being not because he has been defrauded but because, under the principle of respondeat superior, he is entitled to hold the whole enterprise responsible for the acts of its agents.

In sum, then, the complaint falls short of adequately stating a cause of action against the defendant Carlton in his individual capacity.

The order of the Appellate Division should be reversed, with costs in this court and in the Appellate Division, the certified question answered in the negative and the order of the Supreme Court, Richmond County, reinstated, with leave to serve an amended complaint.

Keating, J.

(dissenting). The defendant Carlton, the shareholder here sought to be held for the negligence of the driver of a taxicab, was a principal shareholder and organizer of the defendant corporation which owned the taxicab. The corporation was one of 10 organized by the defendant, each containing *422two cabs and each cab having the “ minimum liability ” insur--anee coverage mandated by section 370 of the Vehicle and Traffic Law. The sole assets of these operating corporations are the vehicles themselves and they are apparently subject to mortgages.*

From their inception these corporations were intentionally undercapitalized for the purpose of avoiding responsibility for acts which were bound to arise as a result of the operation of a large taxi fleet having cars out on the street 24 hours a day and engaged in public transportation. And during the course of the corporations’ existence all income was continually drained out of the corporations for the same purpose.

The issue presented by this action is whether the policy of this State, which affords those desiring to engage in a business enterprise the privilegie of limited liability through the use of the corporate device, is .so strong that it will permit that privilege to continue no matter how much it is abused, no matter how irresponsibly the corporation is operated, no matter what the cost to the public. I do not believe that it is.

Under the circumstances of this case the shareholders should all be held individually liable to this plaintiff for the injuries he suffered. (See Mull v. Colt Co., 31 F. R. D. 154, 156; Teller v. Clear Serv. Co., 9 Misc 2d 495.) At least, the matter should not be disposed of on the pleadings by a dismissal of the complaint. “If a corporation is organized and carries on business without substantial capital in such a way that the corporation is likely to have no sufficient assets available to meet its debts, it is inequitable that shareholders should set up such a flimsy organization to escape personal liability. The attempt to do corporate business without providing any sufficient basis of financial responsibility to creditors is an abuse of the separate entity and will be ineffectual to exempt the shareholders from corporate debts. It is coming to be recognized as the policy of law that shareholders should in good faith put at the risk of the business unincumbered capital reasonably adequate for its prospective liabilities. If capital is illusory or trifling compared with the business to be done and the risks *423of loss, this is a ground for denying the separate entity privilege.’’ (Ballantine, Corporations [rev. ed., 1946], § 129, pp. 302-303.)

In Minton v. Cavaney (56 Cal. 2d 576) the Supreme Court of California had occasion to discuss this problem in a negligence case. The corporation of which the defendant was an organizer, director and officer operated a public swimming pool. One afternoon the plaintiffs’ daughter drowned in the pool as a result of the alleged negligence of the corporation.

Justice Roger Tbavetor, speaking for the court, outlined the applicable law in this area. ‘ ‘ The figurative terminology ‘ alter ego ’ and ‘ disregard of the corporate entity ’ ”, he wrote, “ is generally used to refer to the various situations that are an abuse of the corporate privilege * * * The equitable owners of a corporation, for example, are personally liable when they treat the assets of the corporation as their own and add or withdraw capital from the corporation at will * * *; when they hold themselves out as being personally liable for the debts of the corporation * * *; or when they provide inadequate capitalization and actively participate in the conduct of corporate affairs ”. (56 Cal. 2d, p. 579; italics supplied.)

Examining the facts of the case in light of the legal principles just enumerated, he found that “ [it was] undisputed that there was no attempt to provide adequate capitalization. [The corporation] never had any substantial assets. It leased the pool that it operated, and the lease was forfeited for failure to pay the rent. Its capital was ‘ trifling compared with the business to be done and the risks of loss ’ ”. (56 Cal. 2d, p. 580.)

It seems obvious that one of "the risks of loss” referred to was the possibility of drownings due to the negligence of the corporation. And the defendant’s failure to provide such assets or any fund for recovery resulted in his being held personally liable.

In Anderson v. Abbott (321 U. S. 349) the defendant shareholders had organized a holding company and transferred to that company shares which they held in various national banks in return for shares in the holding company. The holding company did not have sufficient assets to meet the double liability requirements of the governing Federal statutes which provided that the owners of shares in national *424banks were personally liable for corporate obligations “ to the extent of tbe amount of their stock therein, at the par value thereof, in addition to the amount invested in such shares ” (U. S. Code, tit. 12, former § 63).

The court had found that these transfers were made in good faith, that other defendant shareholders who had purchased shares in the holding company had done so in good faith and that the organization of such a holding company was entirely legal. Despite this finding, the Supreme Court, speaking through Mr. Justice Douglas, pierced the corporate veil of the holding company and held all the shareholders, even those who had no part in the organization of the corporation, individually responsible for the corporate obligations as mandated by the statute.

“ Limited liability ”, he wrote, “ is the rule, not the exception; and on that assumption large undertakings are rested, vast enterprises are launched, and huge sums of capital attracted. But there are occasions when the limited liability sought to be obtained through the corporation will be qualified or denied. Mr. Justice Caedozo stated that a surrender of that principle of limited liability would be made ‘ when the sacrifice is essential to the end that some accepted public policy may be defended or upheld. ’ * * * The cases of fraud make up part of that exception * * * But they do not exhaust it. An obvious inadequacy of capital, measured by the nature and magnitude of the corporate undertaking, has frequently been an important factor in cases denying stockholders their defense of limited liability * * * That rule has been invoked even in absence of a legislative policy which undercapitalisation would defeat. It becomes more important in a case such as the present one where the statutory policy of double liability will be defeated if impecunious bank-stock holding companies are allowed to be interposed as non-conductors of liability. It has often been held that the interposition of a corporation will not be allowed to defeat a legislative policy, whether that was the aim or only the result of the arrangement * * * < the courts will not permit themselves to be blinded or deceived by mere forms of law ’ but will deal ‘ with the substance of the transaction involved as if the corporate agency did not exist and as the justice of the case may require.’ ” (321 U. S., pp. 362-363; emphasis added.)

*425The policy of this State has always been to provide and facilitate recovery for those injured through the negligence of others. The automobile, by its very nature, is capable of causing severe and costly injuries when not operated in a proper manner. The great increase in the number of automobile accidents combined with the frequent financial irresponsibility of the individual driving the car led to the adoption of section 388 of the Vehicle and Traffic Law which had the effect of imposing upon the owner of the vehicle the responsibility for its negligent operation. It is upon this very statute that the cause of action against both the corporation and the individual defendant is predicated.

In addition the Legislature, still concerned with the financial irresponsibility of those who owned and operated motor vehicles, enacted a statute requiring minimum liability coverage for all owners of automobiles. The important public policy represented by both these statutes is outlined in section 310 of the Vehicle and Traffic Law. That section provides that: “The legislature is concerned over the rising toll of motor vehicle accidents and the suffering and loss thereby inflicted. The legislature determines that it is a matter of grave concern that motorists shall be financially able to respond in damages for their negligent acts, so that innocent victims of motor vehicle accidents may be recompensed for the injury and financial loss inflicted upon them.”

The defendant Carlton claims that, because the minimn-m amount of insurance required by the statute was obtained, the corporate veil cannot and should not be pierced despite the fact that the assets of the corporation which owned the cab were “ trifling compared with the business to be done and the risks of loss ’ ’ which were certain to be encountered. I do not agree.

The Legislature in requiring minimum liability insurance of $10,000, no doubt, intended to provide at least some small fund for recovery against those individuals and corporations who just did not have and were not able to raise or accumulate assets sufficient to satisfy the claims of those who were injured as a result of their negligence. It certainly could not have intended to shield those individuals who organized corporations, with the specific intent of avoiding responsibility to the public, where the operation of the corporate enterprise yielded profits sufficient to purchase additional insurance. Moreover, it is rea*426sonable to assume that the Legislature believed that those individuals and corporations having substantial assets would take out insurance far in excess of the minimum in order to protect those assets from depletion. Given the costs of hospital care and treatment and the nature of injuries sustained in auto collisions, it would be unreasonable to assume that the Legislature believed that the minimum provided in the statute would in and of itself be sufficient to recompense “innocent victims of motor vehicle accidents * * * f or the injury and financial loss inflicted upon them ’ ’.

The defendant, however, argues that the failure of the Legislature to increase the minimum insurance requirements indicates legislative acquiescence in this scheme to avoid liability and responsibility to the public. In the absence of a clear legislative statement, approval of a scheme having such serious consequences is not to be so lightly inferred.

The defendant contends that the court will be encroaching upon the legislative domain by ignoring the corporate veil and holding the individual shareholder. This argument was answered by Mr. Justice Douglas in Anderson v. Abbot (supra, pp. 366-367) where he wrote that: “ In the field in which we are presently concerned, judicial power hardly oversteps the bounds when it refuses to lend its aid to a promotional project which would circumvent or undermine a legislative policy. To deny it that function would be to make it impotent in situations where historically it has made some of its most notable contributions. If the judicial power is helpless to protect a legislative program from schemes for easy avoidance, then indeed it has become a handy implement of high finance. Judicial interference to cripple or defeat a legislative policy is one thing; judicial interference with the plans of those whose corporate or other devices would circumvent that policy is quite another. Once the purpose or effect of the scheme is clear, once the legislative policy is plain, we would indeed forsake a great tradition to say we were helpless to fashion the instruments for appropriate relief.” (Emphasis added.)

The defendant contends that a decision holding him personally liable would discourage people from engaging in corporate enterprise.

*427What I would merely hold is that a participating shareholder of a corporation vested with a public interest, organized with capital insufficient to meet liabilities which are certain to arise in the ordinary course of the corporation’s business, may be held personally responsible for such liabilities. Where corporate income is not sufficient to cover the cost of insurance premiums above the statutory minimum or where initially adequate finances dwindle under the pressure of competition, bad times or extraordinary and unexpected liability,, obviously the shareholder will not be held liable (Henn, Corporations, p. 208, n.7).

The only types of corporate enterprises that will be discouraged as a result of a decision allowing the individual shareholder to be sued will be those such as the one in question, designed solely to abuse the corporate privilege at the expense of the public interest.

For these reasons I would vote to affirm the order of the Appellate Division.

Chief Judge DesmoNd arid Judges Yaw Voorhis, Burke and Scileppi concur with Judge Fuld; Judge KeatiNg dissents and votes to affirm in an opinion in which Judge BergaN concurs.

Order reversed, etc.

Judge GODBOLD concurs in part, and dissents in part, in a separate opinion.

MINER, Circuit Judge:

Defendant-appellant Jason Glazier appeals from a judgment entered in the United States District Court for the Southern District of New York (Kaplan, J.) to the extent that the judgment compels him to arbitrate the claims made against him by plaintiffappellee-cross-appellant Daniel Freeman. The claims were asserted under the provisions of a contract between Freeman and defendant Complex Computing Company, Inc. (“C3”). The court found that, although Glazier was neither an employee, officer, director, nor shareholder of C3, his control and dominion over C3 warranted the piercing of the corporate veil in order to impose personal liability upon him. Freeman cross-appeals from so much of the judgment as denies his motion to compel arbitration of his claims against defendant Thomson Trading Services, Inc. (“Thomson”), a corporation that purchased the assets of C3, stays his claims against Thomson pending the final determination of the arbitration as to Glazier and C3, and places on the suspense docket those matters not otherwise disposed of by the district court’s judgment.

For the reasons that follow, we affirm in part and reverse in part.

BACKGROUND

While pursuing graduate studies under a fellowship at Columbia University in the early 1990s, Glazier co-developed computer software with potential commercial value and negotiated with Columbia to obtain a license for the software. Columbia apparently was unwilling to license software to a corporation of which Glazier was an officer, director, or shareholder. Nonetheless, Columbia was willing to license the software to a corporation that retained Glazier as an independent contractor. The licensed corporation then could sublicense the product to others for profit.

Accordingly, in September of 1992, C3 was incorporated, with an acquaintance of Glazier’s as the sole shareholder and initial director, and Seth Akabas (a partner of Glazier’s counsel in this action) as the president, treasurer and assistant secretary. In November of 1992, another corporation, Glazier, Inc., of which Glazier was the sole shareholder, entered into an agreement with C3 (the “consulting agreement”).1 Under the consulting agreement, Glazier, Inc. was retained as an independent contractor (titled as C3’s “Scientific Advisor”) to develop and market Glazier’s software, which was licensed from Columbia, and to provide support services to C3’s clients. Glazier was designated the sole signatory on C3’s bank account, and was given a written option to purchase all of C3’s stock for $2,000.

In September of 1993, C3 entered into an agreement with Freeman (the “C3-Freeman Agreement”), under which Freeman agreed to sell and license C3’s computer software products for a five-year term. In exchange, *1047C3 agreed to pay Freeman commissions on the revenue received by C3 over a ten-year period from the client-base developed by Freeman, including the revenue received from sales and licensing, maintenance and support services. The C3-Freeman Agreement included provisions relating to Freeman’s compensation if C3 terminated the agreement prior to its expiration, or if C3 made a sale that did not result in revenues because of a future merger, consolidation, or stock acquisition. The agreement included an arbitration clause,2 as well as a provision that the entire agreement would be binding upon the heirs, legal representatives, successors and assigns of the parties.

Schedule 1 of the C3-Freeman Agreement listed the customers from whom Freeman would receive commissions. Although C3’s president signed the C3-Freeman Agreement, Glazier personally signed the periodic amendments to Schedule 1. On March 24, 1994, Glazier signed an amended Schedule 1 that listed as customers, among numerous others, Thomson Financial, Banker’s Trust and Chemical Bank. The amendment provided that “[t]o date, Dan Freeman has performed — and will continue to perform — material marketing services” as regards these customers.

On August 22, 1994, C3 and Thomson Investment Software, a unit or affiliate of Thomson, entered into a licensing agreement that granted Thomson exclusive worldwide sales and marketing rights of C3’s products. Freeman contends that the licensing agreement resulted from efforts made by him over approximately nine months to bring the transaction to fruition.

In October of 1994, C3 gave Freeman the requisite 60-days notice of the termination of its agreement with him. The letter of termination, signed by Glazier, explained that C3’s exercise of its option to terminate Freeman’s employment was “an action to combat the overly generous termination clause we committed to, and to force a renegotiation of your sales contract.”

Glazier was hired in January of 1995 as Thomson Investment Software’s Vice President and Director of Research and Development at a starting salary of $150,000 plus additional payments of “incentive compensation” based in part upon the revenues received by Thomson in connection with the sale or license of products developed by Glazier. On the same day, Thomson and C3 entered into an assets purchase agreement (the “Thomson Agreement” or “assets purchase agreement”). As part of the transaction, Thomson assumed C3’s intellectual products, trademarks and tradenames. It also assumed most of the liabilities and obligations of existing agreements involving C3, including agreements with C3 customers such as Banker’s Trust and Chemical Bank. The Thomson Agreement set forth a list of C3 agreements assumed by Thomson, but expressly excluded the C3-Freeman Agreement. Thomson paid a total of $750,000, from which Glazier was paid $450,000 as a “signing bonus” in connection with his new employment contract; and C3 was paid $300,000, $100,000 of which was held by Thomson in an escrow account to indemnify Thomson for legal expenses in defending itself against claims arising from the assets purchase agreement, as well as for other expenses.

In May of 1995, Freeman commenced the action giving rise to this appeal. Named as defendants were C3, Thomson, and Glazier. In his complaint Freeman alleged that C3 and Thomson terminated the August 22, 1994, licensing agreement and entered into the assets purchase agreement with the specific intent of depriving him of commissions due. Freeman asserted claims against C3 and, on successor liability theories, Thomson, for breach of contract. He sought relief from Glazier and Thomson for inducement of C3’s alleged breach of contract and on a fraudulent conveyance theory. He estimated that he currently was due more than $100,-*1048000, and that the moneys due him in the future under the agreement would be in excess of $5 million.

Pursuant to 9 U.S.C. § 3, defendants responded by seeking a stay of the action pending arbitration. Defendants contended that Freeman was obliged to arbitrate his claims against C3 in accordance with the terms of the C3-Freeman Agreement, and that the claims against Thomson and Glazier should not proceed until the arbitration was concluded. Freeman then moved to compel all three defendants to arbitrate, asserting that Glazier and Thomson were obliged to arbitrate on the theory that they were alter egos of, or successors in interest to, C3. Defendants countered that the arbitration clause in the agreement did not bind either Glazier or Thompson because neither one was a signatory to the C3-Freeman Agreement.

In a memorandum opinion dated June 28, 1996, the district court found that both C3 and Glazier should be compelled to arbitrate their disputes with Freeman in accordance with the C3-Freeman Agreement. The district court found that Glazier was subject to the arbitration clause of the C3-Freeman Agreement because he “did not merely dominate and control C3 — to all intents and purposes, he was C3” and because he held the “sole economic interest of any significance” in the corporation. Freeman v. Complex Computing Co., Inc., 931 F.Supp. 1115, 1120 (S.D.N.Y.1996). The district court intended the judgment to “dispose[ ] of all claims asserted herein between and among [Freeman, C3 and Glazier].” Id. at 1124.

Freeman’s motion to compel arbitration of his claims against Thomson was denied, however, and Freeman’s claims against Thomson were stayed pending the final determination of the arbitration. Freeman had argued that the district court should hold Thomson hable as C3’s successor under each of four exceptions to the general rule that a corporation is not responsible for the debts and liabilities of its predecessor, specifically: (1) there was an express or implied assumption of the predecessor’s liabilities; (2) there was a consolidation or merger of seller and purchaser; (3) the purchaser was a mere continuation of seller; and (4) the transaction was fraudulently entered into in order to escape obligations. The district court rejected each of these arguments.

First, the district court rejected Freeman’s “assumption of liability” argument. It reasoned that it should not infer the existence of an obligation contradictory to the terms of the assets purchase agreement under which Thomson expressly declined responsibility for the C3-Freeman Agreement. Second, the district court rejected Freeman’s “merger” argument. It found that, “given that there is no continuity of ownership, physical location, management, assets, or personnel, nor a dissolution of C3, there has not been a de facto merger.” Id. at 1122. Third, the district court rejected Freeman’s contention that Thomson was a mere continuation of C3. The district court reasoned that because C3 continues to exist as a separate entity, Thomson could not be viewed merely as a continuation of C3. Finally, the district court rejected Freeman’s argument that the assets purchase agreement constituted a “fraudulent transfer” entered into by the parties in order to escape existing obligations. The district court recognized that Freeman’s theory depended upon the acceptance of his contention that somehow Thomson knew Glazier would remove the proceeds of the assets purchase from C3, thus rendering C3 unable to honor its alleged obligations to Freeman under the C3-Freeman Agreement. The district court rejected this contention because it found that Freeman offered no evidentiary support for his allegation that Thomson had the requisite knowledge.

In accordance with the foregoing, the district court denied Freeman’s motion to compel Thomson to arbitrate and stayed Freeman’s claims against Thomson pending the outcome of the arbitration among Freeman, C3 and Glazier. It placed on the suspense docket so much of the proceeding as was not otherwise disposed of by its memorandum opinion. Accordingly, judgment was entered on July 8, 1996, directing Freeman, C3 and Glazier to proceed to arbitration. This appeal and cross-appeal followed.

*1049DISCUSSION

I. Appellate Jurisdiction

A. Jurisdiction Over the Cross-Appeal

In making the motions giving rise to the judgment of the district court, both Freeman and the defendants cited section 3 of the Federal Arbitration Act (“FAA”), 9 U.S.C. § 3, as authority for the relief sought. Section 3 provides in part:

If any suit or proceeding be brought ... upon any issue referable to arbitration under an agreement in writing for such arbitration, the court in which such suit is pending, upon being satisfied that the issue involved in such suit or proceeding is referable to arbitration under such an agreement, shall on application of one of the parties stay the trial of the action until such arbitration has been had....

On his motion, Freeman contended that his claims against Glazier were referable to arbitration under the C3-Freeman Agreement on a veil-piercing theory and that his claims against Thomson were referable to arbitration under the Agreement on a successor liability theory. Freeman prevailed on the former theory but not on the latter. He contends in his cross-appeal that the court erred in fading to order Thomson to proceed to arbitration on his claims against it.

Section 16 of the FAA provides that “[a]n appeal may be taken from ... an order ... denying a petition under section 4 of this title to order arbitration to proceed.” 9 U.S.C. § 16(a)(1)(B). Section 4 relates to the procedure to be followed in applications made to a court to compel arbitration. It is apparent that Freeman’s cross-appeal is from an order denying a petition under section 4 and that immediate review of that order may be had under the provisions of 9 U.S.C. § 16(a)(1)(B).

B. Jurisdiction Over the Appeal

The district court accepted Freeman’s veil-piercing theory in ordering Glazier to arbitrate despite Glazier’s status as a nonsignatory to the C3-Freeman Agreement. See Thomson-CSF, S.A. v. American Arbitration Ass’n, 64 F.3d 773, 776 (2d Cir.1995). Glazier’s appeal is from so much of the judgment as orders him to proceed to arbitration. We ordinarily lack jurisdiction over an appeal from an order compelling arbitration in an “embedded” proceeding. See 9 U.S.C. § 16(b)(2) (“an appeal may not be taken from an interlocutory order ... directing arbitration to proceed under section 4 of this title”); see also Filanto, S.p.A. v. Chilewich Int’l Corp., 984 F.2d 58, 60-61 (2d Cir.1993) (“If the suit is ‘embedded,’ i.e., a party has sought some relief other than an order requiring or prohibiting arbitration (typically some relief concerning the merits of the allegedly arbitrable dispute),” an order compelling arbitration is not appealable “until the arbitration has occurred and its result is available for challenge on a motion to confirm or vacate the award.”).

While the order staying the action as to Freeman’s claim against Glazier and directing arbitration of that claim therefore is not ordinarily appealable, it is appropriate for us to exercise pendent appellate jurisdiction over the appeal in this case because of the overlap in the factors relevant to our consideration of the appealable and non-appealable issues presented. “[U]nder the doctrine of pendent appellate jurisdiction, once we have taken jurisdiction over one issue in a ease, we may, in our discretion, consider other nonappealable issues in the case as well____” San Filippo v. U.S. Trust Co. of N.Y., 737 F.2d 246, 255 (2d Cir.1984). We recognize that a careful exercise of our discretion is required. See Swint v. Chambers County Comm’n, 514 U.S. 35, 49, 115 S.Ct. 1203, 1211, 131 L.Ed.2d 60 (1995) (cautioning that “a rule loosely allowing pendent appellate jurisdiction would encourage parties to parlay [appealable] collateral orders into multi-issue interlocutory appeal tickets”).

Applying the cautionary advice of Swint, we have determined that we would exercise pendent appellate jurisdiction only “over an independent but related question that is ‘inextricably intertwined’ with the [appealable issue] or is ‘necessary to ensure meaningful review’ of that issue.” Kaluczky v. City of White Plains, 57 F.3d 202, 207 (2d Cir.1995) (quoting Swint, 514 U.S. at 51, 115 S.Ct. at 1212). In Kaluczky, we concluded that the *1050issues on appeal were “inextricably intertwined” within the meaning of Swint because “there [was] sufficient overlap in the factors relevant to the appealable and nonappealable issues to warrant our exercising plenary authority over the appeal.” Id. (internal quotation omitted).

In an earlier case, McCowan v. Sears, Roebuck & Co., 908 F.2d 1099 (2d Cir.1990), we found sufficient overlap in the appeals of Dean Witter Reynolds, Inc. (“Dean Witter”) and Sears, Roebuck & Co. (“Sears”) to warrant the exercise of pendent appellate jurisdiction. The plaintiffs’ complaint against Dean Witter and Sears was predicated on the same transactions. The plaintiffs, who had entered into an agreement containing an arbitration provision with Dean Witter, alleged “controlling person liability” against Sears. The district court denied the motions of both Dean Witter and Sears for a stay of proceedings pending arbitration between the plaintiffs and Dean Witter. Both parties appealed. Despite a procedural default on the part of Dean Witter in filing its notice of appeal, we exercised pendent appellate jurisdiction over its appeal.

Similarly, both the appeal and the cross-appeal in the case before us require analysis of the C3-Freeman Agreement and its provision for arbitration. There is substantial factual overlap bearing on the issues raised on the appeal and the cross-appeal. The machinations of Glazier with respect to the evasion of payment to Freeman must be examined. Glazier acted through Glazier, Inc. and C3 to insulate himself from personal liability to Freeman and thereafter entered into an agreement with Thomson also arguably designed to insulate himself from such liability. As in McCowan, the appropriateness of a stay pending arbitration requires an examination of the relationship between two defendants, here Glazier and Thomson. The issues of successor liability and veil-piercing are inextricably intertwined as the result of the relationships among Freeman, Glazier and Thomson, and meaningful review cannot be had of the Freeman cross-appeal without the exercise of pendent appellate jurisdiction over Glazier’s appeal.3

We are mindful of the recent determination of the Seventh Circuit that section 16(b) precludes the exercise of pendent appellate jurisdiction over orders staying federal court proceedings pending arbitration. See IDS Life Ins. Co. v. SunAmerica, Inc., 103 F.3d 524, 528 (7th Cir.1996). We respectfully disagree, finding in the FAA no indication by Congress that the long-standing doctrine of pendent appellate jurisdiction is totally eliminated as to appeals of orders staying federal court proceedings pending arbitration. IDS itself expresses some uncertainty as to the holding. See id. (“Congress may have precluded the application of the doctrine of pendent appellate jurisdiction to those orders. We cannot be certain of this.”).

In the final analysis, IDS comes down on the side of preclusion upon a finding of congressional policy of “support for facilitating arbitration in order to effectuate private ordering and lighten the caseload of the federal courts.” Id. Although the FAA clearly manifests support for these goals, we do not think that Congress has demonstrated any interest in interfering with a judicially-created doctrine that has served to conserve judicial resources and save time and work for litigants. In this case, resolution of the appeal together with the cross-appeal will facilitate arbitration by defining the issues to be arbitrated as well as identifying the proper participants in the arbitration. The goals envisioned by Congress in enacting section 16 of the FAA will therefore be advanced by the application of pendent appellate jurisdiction in this case.

*1051 II. Piercing the Corporate Veil

Glazier argues on appeal that the district court erred in piercing the corporate veil to compel him to arbitrate Freeman’s claims pursuant to the arbitration provision of the C3-Freeman Agreement. First, he contends that he cannot be held liable on a veil-piercing theory because he is neither a shareholder, officer, director or employee of C3. Second, Glazier argues that the district court’s determination that he controlled C3 does not justify piercing the corporate veil in the absence of a factual finding that he used his control over C3 to wrong Freeman. We reject the former contention, but agree that the district court erred in piercing the corporate veil before finding that Glazier used his domination of C3 to wrong Freeman.

Neither party disputes that New York law applies to these issues. We review de novo the district court’s legal conclusions. See, e.g., Delchi Carrier SpA v. Rotorex Corp., 71 F.3d 1024, 1029 (2d Cir.1995).

A. Glazier’s Equitable Ownership of C3

Glazier contends that he should not be held personally liable under a veil-piercing theory because he is not a shareholder, officer, director, or employee of C3. We reject this argument.

New York courts have recognized for veil-piercing purposes the doctrine of equitable ownership, under which an individual who exercises sufficient control over the corporation may be deemed an “equitable owner”, notwithstanding the fact that the individual is not a shareholder of the corporation. See, e.g., Guilder v. Corinth Constr. Corp., — A.D.2d -, -, 651 N.Y.S.2d 706, 707 (3d Dep’t 1997) (“Even if the [principals] were not [the corporation]^ legal owners, it is apparent that they dominated and controlled the corporation to such an extent that they may be considered its equitable owners.”). As the Appellate Division explained in Lally v. Catskill Airways, Inc., a nonshareholder defendant may be, “in reality,” the equitable owner of a corporation where the nonshareholder defendant “exercisefs] considerable authority over [the corporation] ... to the point of completely disregarding the corporate form and acting as though [its] assets [are] his alone to manage and distribute.” 198 A.D.2d 643, 603 N.Y.S.2d 619, 621 (3d Dep’t 1993).

Equitable ownership has been recognized for veil-piercing purposes. See Mediators, Inc. v. Manney, No. 93 Civ. 2304, 1996 WL 554576, at *5 (S.D.N.Y. Sept.30, 1996) (citing Lally in determining that a nonshareholder could “only be held liable under an alter ego theory if she was an equitable owner” (internal quotation and alteration omitted)); cf. Dow Chem. Pac. Ltd. v. Rascator Maritime S.A., 782 F.2d 329, 343 (2d Cir.1986) (in maritime case, defendant who claimed to be no more than a creditor of the dominated entity was personally liable where defendant treated the entity as his alter ego and used it for fraudulent purposes); In re MacDonald, 114 B.R. 326, 332-33 (D.Mass.1990) (piercing the corporate veil in bankruptcy case to establish debtor as the equitable owner of corporate stock that ostensibly was owned by debtor’s father, and therefore finding stock subject to turnover order); In re Chamock, 97 B.R. 619, 628 (Bankr.M.D.Fla.1989) (finding the following factors to be considered in determining that the debtor, who was neither a shareholder, officer or director, was the equitable owner: the debtor’s “dominion control over the assets and affairs of these entities and the total lack of involvement ... by the president and sole stockholder,” and the debtor’s repeated representations to the public that he owned the assets and was in the sole control of the entities).

Because Glazier “exercised considerable authority over [the corporation] ... to the point of completely disregarding the corporate form and acting as though [its] assets were his alone to manage and distribute,” see Lally, 603 N.Y.S.2d at 621, he is appropriately viewed as C3’s equitable owner for veil-piercing purposes. If there were board meetings, no minutes were kept from August 1994 through May 1995. Glazier agreed to personally indemnify C3’s sole shareholder and director against any liability arising from the performance of his duties as C3’s director. The president of C3 never attended a meeting of the Board of Directors. No shareholder received dividends or other dis*1052tributions, despite the corporate income of $563,257 in 19944 and $200,000 from the assets sale to Thomson.

Glazier used C3 to sell his intellectual product and powers, including the software that he had eo-developed at Columbia and which Columbia licensed to C3. Through payments from C3 to Glazier, Inc., he received the vast majority of the resulting revenues.5 Both Glazier, Inc. and C3 were located at Glazier’s apartment, and Glazier was the sole signatory on C3’s bank account. Glazier, Inc.’s consulting agreement with C3 expressly provided that it was terminable if Glazier himself was unable to perform or supervise the performance of Glazier, Inc.’s obligations to C3, which were described as “marketing [C3’s] software products, developing new software products, enhancing [C3’s] existing software products, and providing support services to [C3’s] clients.” These obligations essentially described C3’s entire business.

Glazier himself gave Thomson a resumé stating that from 1992 to the present, Glazier was the principal, owner and manager of C3, and that Glazier, Inc. was the predecessor to C3. C3 paid over $8000 to the law firm that represented Glazier personally in his negotiations with Thomson. These negotiations resulted in Thomson employing Glazier and paying him a $450,000 signing bonus. C3 then paid Glazier, through Glazier, Inc., an additional $210,000 out of the proceeds of the assets and other funds that were in the C3 bank account following the assets purchase. After payment of taxes and other expenses, this left only $10,000 in C3’s account. Freeman contends that this balance renders C3 unable to fulfill its alleged obligations to him.6 Additionally, Glazier had an option to purchase all the shares of C3 from its sole shareholder for $2000. Thus, at his discretion, he could have become the sole shareholder for a small payment.

The district court found that “[t]o regard [Glazier] as anything but the sole stockholder and controlling person of C3 would be to exalt form over substance.” Freeman, 931 F.Supp. at 1120. Under the unique facts of the instant case, viewed in their totality, we agree that it is appropriate to treat Glazier as an “equitable owner” for veil-piercing purposes. See Lally, 603 N.Y.S.2d at 621.

B. Piercing the CS Veil

The presumption of corporate independence and limited shareholder liability serves to encourage business development. See Wm. Passalacqua Builders, Inc. v. Resnick Developers S., Inc., 933 F.2d 131, 139 (2d Cir.1991). Nevertheless, that presumption will be set aside, and courts will pierce the corporate veil under certain limited circumstances. See Thomson-CSF, 64 F.3d at 777. Specifically, such “[ljiability ... may be predicated either upon a showing of fraud or upon complete control by the dominating [entity] that leads to a wrong against third parties.” Wm. Passalacqua Builders, 933 F.2d at 138. As we explained in Wm. Passalacqua Builders, to pierce the corporate veil under New York law, a plaintiff must prove that “(1) [the owner] ha[s] exercised such control that the [corporation] has become a mere instrumentality of the [owner], which is the real actor; (2) such control has been used to commit a fraud or other wrong; and (3) the fraud or wrong results in an unjust loss or injury to plaintiff.” Id. (internal quotation omitted).

To the extent that we have restated this test in cases such as Carte Blanche (Singapore) Pte., Ltd. v. Diners Club International, Inc., 2 F.3d 24 (2d Cir.1993), in *1053which we stated that veil-piercing will be allowed “in two broad situations: to prevent fraud or other wrong, or where a parent dominates and controls a subsidiary,” id. at 26, the element of domination and control never was considered to be sufficient of itself to justify the piercing of a corporate veil. Unless the control is utilized to perpetrate a fraud or other wrong, limited liability will prevail. See Wm. Passalacqua Builders, 933 F.2d at 138. As we explained in Electronic Switching Industries, Inc. v. Faradyne Electronics Corp., even if a plaintiff showed that the dominator of a corporation had complete control over the corporation so that the corporation “had no separate mind, will, or existence of its own,” New York law will not allow the corporate veil to be pierced in the absence of a showing that this control “was used to commit wrong, fraud, or the breach of a legal duty, or a dishonest and unjust act in contravention of plaintiffs legal rights, and that the control and breach of duty proximately caused the injury complained of.” 833 F.2d 418, 424 (2d Cir.1987); see Gorrill v. Icelandair/Flugleidir, 761 F.2d 847, 853 (2d Cir.1985).

In determining whether “complete control” exists, we have considered such factors as: (1) disregard of corporate formalities; (2) inadequate capitalization; (3) intermingling of funds; (4) overlap in ownership, officers, directors, and personnel; (5) common office space, address and telephone numbers of corporate entities; (6) the degree of discretion shown by the allegedly dominated corporation; (7) whether the dealings between the entities are at arms length; (8) whether the corporations are treated as independent profit centers; (9) payment or guarantee of the corporation’s debts by the dominating entity, and (10) intermingling of property between the entities. See Wm. Passalacqua Builders, 933 F.2d at 139. No one factor is decisive. See Thomson-CSF, 64 F.3d at 778. In this case, there is little question that Glazier exercised “complete control” over C3.

As discussed in the context of equitable ownership, the record is replete with examples of Glazier’s control over C3. Therefore, the district court’s finding of control was not erroneous. However, the district court erred in the decision to pierce C3’s corporate veil solely on the basis of a finding of domination and control. “While complete domination of the corporation is the key to piercing the corporate veil, ... such domination, standing alone, is not enough; some showing of a wrongful or unjust act toward plaintiff is required.” Morris v. New York State Dep’t of Taxation & Fin., 82 N.Y.2d 135, 603 N.Y.S.2d 807, 811, 623 N.E.2d 1157, 1161 (1993) (citation omitted); see Wm. Passalacqua Builders, 933 F.2d at 138. Thus, while we accept the district court’s factual finding that Glazier controlled C3, we remand to the district court the issue of whether Glazier used his control over C3 to commit a fraud or other wrong that resulted in unjust loss or injury to Freeman. Though there is substantial evidence of such wrongdoing, a finding on this issue must be made in the first instance by the district court before veil-piercing occurs. We therefore remand to the district court with instructions to determine whether Glazier used his control over C3 to commit a fraud or other wrong that resulted in an unjust loss or injury to Freeman.

III. Freeman’s Cross-Appeal

Freeman cross-appeals (1) the denial of his motion to compel arbitration of his claims against Thomson; (2) the stay of his claims against Thomson pending the final determination of the arbitration; and (3) the placement on the suspense docket of that which was not otherwise disposed of by the June 28, 1996, memorandum opinion. We affirm the order of the district court with respect to Thomson for the reasons stated by the district court.

We have considered the parties’ remaining contentions and find them all to be without merit.

CONCLUSION

For the foregoing reasons, we affirm the order of the district court with respect to Thomson. However, we reverse and remand to the district court those aspects of the order and the subsequent judgment compelling Glazier to arbitrate Freeman’s claims against him for the district court to determine whether Glazier used his control over *1054C3 to commit a wrongful or unjust act toward Freeman in determining whether to pierce the corporate veil.

GODBOLD, Senior Circuit Judge,

concurring in part, dissenting in part.

I concur in part and dissent in part.

I agree that we have jurisdiction over the appeal and the cross-appeal.

I concur in affirming the district court’s holding that Glazier was in total control of C3. I see no need, however, to remand the case to the district court for it to determine whether “Glazier used his control over C3 to commit a fraud or other wrong that resulted in an unjust loss or injury to Freeman.” The record before us discloses fraud or other wrong by Glazier, through C3, resulting in an unjust loss or injury to Freeman. Consequently C3’s corporate veil is to be pierced, and, without more, arbitration should proceed against Glazier as well as C3.

In some “corporate veil” cases one must search the record for evidence shedding light on whether an individual’s control of the corporation has been used to commit a fraud or wrong resulting in unjust loss or injury. Not in this case. Here it all hangs out.

C3 is Glazier’s creature, subject to his “complete control” (“he [Glazier] was C3”). C3 agreed with Freeman for him to sell and license C3’s software products for five years and to receive commissions for ten years on revenue received from Freeman’s clients. Plus, if C3 merged or consolidated, Freeman was to receive an additional payment of 10% percent of the total consideration conveyed. The agreement contained a termination clause. C3 could terminate on sixty days notice, but Freeman was entitled to receive all compensation for services previously rendered as well as the commissions that accrued over a ten year period (presumably to include 10% percent of the consideration for a buy out or merger).

An arbitration clause was included: “Any controversy or claim arising out of or related to this Agreement or any breach thereof ... shall be settled by arbitration.”

Approximately a year after the C3-Freeman agreement was made C3 entered into an agreement with Thomson Trading Services, Inc., an account developed by Freeman, to make Thomson its exclusive worldwide marketer. Thomson purchased C3’s assets and C3 became essentially a shell. Thomson hired Glazier as vice president and director of research at a handsome salary and commissions and paid him a $450,000 “signing bonus” plus $210,000 for C3 assets. Thomson took over existing C3 agreements, but not C3’s agreement with Freeman. That agreement remained C3’s responsibility. But C3 has paid Freeman nothing.

It remained for C3 to get rid of Freeman. It did so by a purported termination of the C3-Freeman agreement. C3 recited that it was exercising its option to terminate as “an action to combat the overly generous termination clause we committed to, and to force a renegotiation of your sales contract.” In short, Freeman was not to receive the benefits guaranteed him by the termination clause; the termination was to force him to give up the “overly generous” termination benefits he was entitled to receive. The asserted termination was not to implement the provision for termination but in derogation of it.

By this Tinker-to Evans-to Chance play:

— C3’s business has gone to Thomson.

— Thomson has handsomely rewarded Glazier.

— Thomson, in acquiring C3, has not assumed responsibility for the Freeman agreement.

— Glazier is enjoying the generous fruits of the C3- Thomson deal while C3 has been reduced to a shell.

— Freeman has been stripped of his benefits, paid nothing, and hung out to dry, on the asserted ground that benefits (past and future) agreed to be paid to him by C3 were too generous.

This is fraud by Glazier — a fully revealed rip off. But if one shrinks from the word “fraud” it is at least a “wrongful injury.” We *1055should not hesitate to say so at the appellate level, for the record is clear.

PER CURIAM.

We have for review Bransford v. Berman, 601 So.2d 1306 (Fla. 4th DCA 1992), based on apparent conflict with the opinion in Orlando Executive Park, Inc. v. Robbins, 433 So.2d 491 (Fla.1983). We have jurisdiction. Art. V, § 3(b)(3), Fla. Const.

In 1990, Jeremy Bransford entered a Mobil Mini Mart gas station in Broward County owned by Mobil Oil Corporation but leased to Alan Berman. While on the premises, Bransford was attacked and beaten by one of Berman’s employees, who allegedly had a history of assaulting customers. Bransford later sued Mobil on the theory that it had effectively established an apparent agency relationship with the leaseholder, Berman.

As grounds, Bransford noted the facts that Mobil owned the property, that Mobil products were sold in the station, that Mobil trademarks and logos were used throughout the premises, and that the franchise agreement with Mobil required the use of Mobil symbols and the selling of Mobil products. Moreover, Mobil allegedly sent its representatives to the station to provide various routine franchise support services. The trial court ordered summary judgment in favor of Mobil, but the district court reversed the relevant portions of that order.

We find Bransford’s allegations legally insufficient to plead a case against Mobil. In today’s world, it is well understood that the mere use of franchise logos and related advertisements does not necessarily indicate that the franchisor has actual or apparent control over any substantial aspect of the franchisee’s business or employment decisions. Nor does the provision of routine contractual support services refute this conclusion. Here, the contract itself expressly stated that Berman “is an independent businessman, and nothing in this contract shall be deemed as creating any right in [Mobil] to exercise any control over, or to direct in any respect, the conduct or management of [the] business.”.

Franchisors may well enter into an agency relationship with a franchisee if, by contract or action or representation, the franchisor has directly or apparently participated in some substantial way in directing or managing acts of the franchisee, beyond the mere fact of providing contractual franchise support activities. However, nothing in the present record sufficiently establishes that the parties to the instant contract ceased to honor the. contract’s own terms, actually or *121apparently. There thus is no remaining issue of material fact to support the district court’s decision as to Mobil.

In cases of alleged apparent agency, something must have happened to communicate to the plaintiff the idea that the franchisor is exercising substantial control. Our law is well settled that an apparent agency exists only if each of three elements are present: (a) a representation by the purported principal; (b) a reliance on that representation by a third party; and (c) a change in position by the third party in reliance on the representation. Sapp v. City of Tallahassee, 348 So.2d 363, 367 (Fla. 1st DCA), cert. denied, 354 So.2d 985 (Fla.1977); Cawthon v. Phillips Petroleum Co., 124 So.2d 517 (Fla. 2d DCA 1960).

It is the first of these elements that is primarily relevant here. The factual allegations in the complaint below clearly fail to allege even the minimum level of a “representation” necessary to create an apparent agency relationship. The plaintiff below alleged no genuine factual representation by Mobil, but merely assumed that such a representation is implicit in the prominent use of Mobil symbols and products throughout the station and in the provision of support activities. As noted above, such an assumption is not sustainable in today’s world. Unless properly amended, the complaint below clearly fails to state a cause of action against Mobil.

While the Orlando Executive Park case appears to create some distinction between “oil company cases” and others, we find any such distinction irrelevant to the holding of that case. The only relevant fact in Orlando Executive Park was that the franchisor’s direct participation was substantial despite the fact it did not own the property: The franchisor actually operated several components within the complex in question. Orlando Executive Park, 433 So.2d at 494. That fact alone obviously and directly “represented” to the public that the franchisor was in substantial control of the business, even though the franchisor did not own the premises.

Indeed, actual ownership of the premises is relevant only to the extent it may indicate some degree of actual or apparent control over the business. Mobil’s ownership here is irrelevant because the record indicates that Mobil had leased the property to another who possessed actual and superseding control over the premises; and there was nothing beyond trademark symbols, Mobil products, and franchise support to indicate any apparent control by Mobil as to this plaintiff.

We recognize that Orlando Executive Park suggested that oil company cases somehow are different from other franchising cases and that logos or other trademark symbols alone can create an apparent agency. Because we believe these to be erroneous impressions, we recede from Orlando Executive Park to the extent it is inconsistent with this opinion. The briefs in this case as well as the district court’s opinion indicate the unnecessary confusion caused by the misleading language in Orlando Executive Park, which requires us to clarify the relevant law as set forth in this opinion above.

we address one further as-asof the district court’s opinion. At one point the opinion apparently reinstates only the claim of negligent retention against Ber-Ber-Yet, the district court seems to hold that Mobil still might have some vicarious liability as to the claim of failure to provide adequate security — even though dismissdismissal of the same claim against apparappar-ently is left intact. The opinion below and the record are not entirely clear on this point and, in any event, we need not determine what the court actually held. We merely note for the instruction of the courts below that the dismissal of any claim against an apparent agent also requires dismissal of the same claim against the apparent principal. This is based on the simple fact apparappar-ent agency is a theory of vicarious liability imputing the acts of the agent to principrinci-pal. Thus, if the agent cannot be held liable, neither can the principal, because there is nothing to impute.

This proceeding is remanded for proceedings consistent with our views here, and with instructions that the trial court’s order of summary judgment in favor of Mobil be rein*122stated. The decision of the district court is quashed.

It is so ordered.

GRIMES, C.J., OVERTON, KOGAN and HARDING, JJ., and MeDONALD, Senior Justice, concur.

SHAW, J., dissents with an opinion.

SHAW, Justice,

dissenting.

I would uphold the district court’s ruling that the trial court erred in granting Mobil’s motion for summary judgment.

I. FACTS

The record shows that Jeremy Bransford, an eighteen-year-old former student at the Art Institute in Fort Lauderdale, entered a Mobil Mini Mart with a friend, bought two sub sandwiches, and then exchanged sharp words with the attendant, Hyman Stetham. As Bransford was walking out the door, Stet-ham yelled heatedly at him, and the two approached one another. Without further warning, Stetham punched Bransford three times in the face, reached behind his own back as if to draw a gun, and threatened, “I’ll shoot you if I have to.” Bransford testified that when Stetham struck him in the face he did so with a folded-up knife in his hand, which functioned as a pair of brass knuckles.

Bransford was treated at a local hospital for extensive facial injuries. His facial bones were crushed in three places and he now has metal plates and screws permanently implanted in his face. One bone remains cracked. Bransford experiences pain whenever he chews and has blurred vision. The assault was recorded on videotape; Stetham pled nolo contendere to criminal charges and was sentenced to one year probation.

II. THE COMPLAINT

Count 1 of Bransford’s amended complaint alleged: (1) that Mobil represented that the Mini Mart was the agent of Mobil Oil Corporation, and (2) that as a result of this representation Bransford entered the station believing that it would be operated at a level commensurate with that expected of Mobil Oil Corporation.

7. This is a claim for negligence against Defendant, MOBIL, for negligently failing to provide adequate security at the premises....

8. On or about the date of the incident in question, Plaintiff claims that the Defendant, MOBIL, created an agency relationship between itself and the Defendant, STETHEM and or BERMAN, which was in existence on the date of this incident. This agency relationship existed by virtue of the following:

a) There was a representation made by MOBIL that the station in question was owned and/or controlled by MOBIL and/or that the station was the agent of MOBIL. ...

9. The Plaintiff relied upon these representations made by MOBIL, to his detriment, and entered the property believing that it was a MOBIL station and that the property would be operated at a level commensurate with that expected of the MOBIL OIL CORPORATION.

10. By virtue of the agency relationship as aforesaid, MOBIL is vicariously responsible for the negligence of BERMAN and/or STETHEM.

(Emphasis added.)

Record evidence at the summary judgment hearing supports Bransford’s first claim, i.e., that Mobil represented “the station was the agent of Mobil.” Mobil owned the station and prominently displayed its logo, insignia, and color scheme in order to induce customers to patronize the station. Mobil gas and other products were sold there. Employees were required to wear Mobil uniforms and Stetham was wearing a Mobil hat when he assaulted Bransford. Alan Berman, the operator of the station, testified that Mobil representatives monitored the station routinely and at times were on the premises to “discuss [its] business operation”:

Q. Has a Mobil representative ever come down to your station and given you advice on how to run the station or how to operate it in the seven years that you’ve been at that location?

*123A. They do come down and discuss [my] business operation.

Mobil representatives checked on the station’s pricing, appearance, and advertising.

Further evidence supports Bransford’s second allegation, i.e., that as a result of Mobil’s representations he entered the station believing “the property would be operated at a level commensurate with that expected of the Mobil Oil Corporation.” In fact, the contractual agreements entered into between Berman and Mobil show that Mobil expressly intended to create this impression among customers. The agreements recognized that customers would be drawn to the Mini Mart by the Mobil signs and insignia. The agreements further stated that Berman was required by Mobil to provide “fair, courteous, and efficient service to [the] customers,” and to “provid[e] continued training, guidance, and supervision to employees to insure high standards of retailing and services,” as set out below.

III. THE CONTRACTS

As pointed out in the majority opinion, the Retail Dealer Contract provided in relevant part:

17. Relationship of Seller and Buyer. Buyer is an independent businessman, and nothing in this contract shall be deemed as creating any right in Seller to exercise any control over, or to direct in any respect, the conduct or management of Buyer’s business, subject only to Buyer’s performance of the obligations imposed under this contract.

(Emphasis added.) The majority fails to include in its opinion the last portion of this quote, underlined above, which is the key provision. The “obligations imposed under this contract” included:

9. Customer Service. Buyer agrees that while using any trademark, brand name, or other identification of Seller, Buyer shall: (a) render prompt, fair, courteous, and efficient service to Buyer’s customers; (b) promptly investigate all customer complaints, and make such adjustments which are reasonable and appropriate ... (d) provide qualified attendants to render good service to customers_

(Emphasis added.)

Further, the Service Station Lease provided in relevant part:

5. Use of Premises — Business Operations. Tenant acknowledges that Landlord has made a substantial investment in developing the premises as a retail gasoline facility; that Landlord has developed service stations throughout the country which are distinguished by design, trademark, decor, and graphics; that Landlord has built valuable goodwill throughout the country and has fostered confidence in the motoring public in service stations and products bearing Landlord’s trademarks; that Landlord has advertised its products extensively throughout the country; and that the continued success of Landlord, and of Tenant as well as all other Mobil dealers, is dependent upon each Mobil dealer maintaining the highest standards of service station operation and customer service_ Tenant further agrees to ... render prompt, efficient, and courteous service to all customers, providing continued training, guidance, and supervision to employees to ensure high standards of retailing and services_

(Emphasis added.)

These provisions guaranteeing exemplary customer service were imposed and enforceable by Mobil. The underlying issue in this case, i.e., whether Mobil had control over the quality of customer service at the station, was thus a matter of extensive contractual agreement. This directly refutes the statement in the majority opinion that “there was nothing beyond trademark symbols, Mobil products, and franchise support to indicate any apparent control by Mobil as to this plaintiff.” Maj. op. at 121. According to the agreements, Mobil set the standard for employee/customer relations at the Mini Mart.

The record thus contains substantial evidence supporting Bransford’s claims that he relied on Mobil’s representation that the station was the agent of Mobil, and that as a result of this he reasonably believed the station would be operated at a level commensu*124rate with that expected of Mobil Oil Corporation.

IV. APPARENT AGENCY AND SUMMARY JUDGMENT

This Court has noted that the doctrine of “apparent agency” has three elements and is ordinarily a question for the jury:

As [the petitioner] concedes, the district court correctly set out the three elements needed to establish apparent agency: (1) a representation by the principal; (2) reb-anee on that representation by a third person; and (3) a change of position by the third person in reliance upon such representation to his detriment. The existence of an agency relationship is ordinarily a question to be determined by a jury in accordance with the evidence adduced at trial, and can be proved by facts and circumstances on a case-by-case basis.

Orlando Executive Park, Inc. v. Robbins, 433 So.2d 491, 494 (Fla.1993).

The matter of agency is inappropriate for jury determination only if the record shows that there is no genuine issue as to any material fact and summary judgement is required:

(c) Motion and Proceedings Thereon. The motion [for summary judgment] shall state with particularity the grounds upon which it is based.... The judgment sought shall be rendered forthwith if the pleading, depositions, answers to interrogatories, and admissions on file together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law.

Fla.R.Civ.P. 1.510.

V. CONCLUSION

In the present case, as noted above, the record contains vast evidence creating a genuine issue of fact as to whether Mobil represented that the Mini Mart was its agent and that customers could expect a level of operation commensurate with Mobil Oil Corporation.

Accordingly, under this Court’s Rules of Civil Procedure the trial court erred in granting summary judgment in favor of Mobil Oil Corporation.