MCI Worldcom Communications, Inc. v. LD Wholesale, Inc.
MCI Worldcom Communications, Inc. v. LD Wholesale, Inc.
Opinion of the Court
SUMMARY ORDER
ON CONSIDERATION WHEREOF, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that this case is AFFIRMED IN PART and VACATED AND REMANDED IN PART.
Defendants-Appellants LD Wholesale, Inc. (“LD”) and Frank Schmaeling (“Schmaeling”) here appeal from a judgment entered following a bench trial on breach of contract and fraud claims brought against them by plaintiff-appellee MCI WorldCom Communications, Inc. We assume the parties’ familiarity with the facts and procedural history of this case and we reference the facts only as necessary to explain our decision.
On appeal from a bench trial, we review de novo a district court’s conclusions of law and we review for clear error a district court’s findings of fact.
The district court also properly found Schmaeling liable for breach of contract under an “ ‘alter ego’ piercing of the corporate veil theory.” However, while we conclude that the district court properly determined damages for the breach of contract by LD, we vacate and remand the district court’s award of damages to WorldCom for breach of contract by Schmaeling. The district court awarded WorldCom damages against Schmaeling that were nearly twice the damages that
Given our conclusion that LD and Schmaeling are each liable to WorldCom for breach of contract, we need not and do not evaluate the district court’s “alternative[]” holding that LD and Schmaeling are also liable to WorldCom for fraud or fraudulent concealment.
Lastly, we note that WorldCom’s various theories of recovery were all presented as alternative theories arising out of the same injury. Thus, the judgment entered by the district court, which purports to express liability on the causes of action as cumulative, must be amended to reflect that only one recovery is due.
Accordingly, for the reasons stated above, the judgment of the district court is AFFIRMED IN PART and VACATED AND REMANDED IN PART.
. The appellants contend that the district court’s findings of fact are entitled to something less than clear error review in this case because the district court largely adopted WorldCom's proposed findings of fact. We reject this contention and find that clear error review is appropriate, because here the district court did "more than merely adopt a party’s proposed findings ... in haec verba” but rather "revised them in certain respects and not in others.” Counikan v. Allstate Ins. Co., 194 F.3d 357, 363 (2d Cir. 1999).
. The terms of this tariff are legally binding upon LD, see Marcus v. AT&T Corp., 138 F.3d 46, 56 (2d Cir. 1998) (noting that filed tariffs "conclusively and exclusively enumerate the rights and liabilities of the contracting parties” (citation omitted)).
Reference
- Full Case Name
- MCI WORLDCOM COMMUNICATIONS, INC., PlaintiffAppellee v. LD WHOLESALE, INC., and Frank Schmaeling, Daniel Videlyra, Albert Cowles, and Silvana Cordero
- Cited By
- 1 case
- Status
- Published