Freeman v. Complex Computing Co., Inc.

Glazier (defendant), though not C3's formal shareholder, exercised total practical control over it — both companies operated from his apartment, he was the sole signatory on C3's bank account, and he disregarded corporate formalities throughout. C3 had a commission agreement with Freeman (plaintiff) to sell its software, with a termination clause and arbitration clause; after C3 (via Glazier) terminated Freeman, Glazier was hired by Thomson, and C3 sold its assets to Thomson in a deal that expressly excluded assuming the Freeman agreement's obligations. Freeman sued for his unpaid commissions, and the district court compelled both C3 and Glazier personally to arbitrate, finding Glazier so dominated and controlled C3 that he should be treated as bound by its arbitration clause; Glazier appealed, arguing veil-piercing required proof his control was used to wrong Freeman, which the district court never found.