Berkey v Third Avenue Railway



''Berkey v. Third Avenue Railway Co'' 244 N.Y. 602 (1927) is a classic veil piercing case by Judge Benjamin N. Cardozo in United States corporate law.


Minnie Berkey had an accident on a tram line operated by the Forty-second Street, etc., Railway Company. She suffered personal injury. The Third Avenue Railway owned it, along with another two corporations with street railways on different routes. Third Avenue not only owned nearly all the stock, the
board of directors A board of directors (commonly referred simply as the board) is an executive committee that jointly supervises the activities of an organization, which can be either a for-profit or a nonprofit organization such as a business, nonprofit orga ...
and executive officers were also nearly the same. Ms Berkey sued the parent, Third Avenue Railway Co, to compensate her for personal injury. However, it was contrary to New York law at the time for one street railway company to assign its franchise to another without the Railway Commission's approval. So it was argued that a transfer in any liabilities from one to the other was an illegal contract, and therefore transfer of tort liability for Ms Berkey's personal injury was also illegal.


The New York Court of Appeals held that the Third Avenue Railway Co was not liable for the debts of the subsidiary. The domination of the parent company over the subsidiary had to be complete for the parent company to be treated as liable for the debts of the subsidiary. It was needed that the subsidiary be merely the
alter ego An alter ego (Latin Latin (, or , ) is a classical language belonging to the Italic languages, Italic branch of the Indo-European languages. Latin was originally a dialect spoken in the lower Tiber area (then known as Latium) around presen ...
of the parent, or that the subsidiary be thinly capitalized, so as to perpetrate a fraud on the creditors. Cardozo J said the following.

See also

* US corporate law *'' Walkovszky v. Carlton'', 223 N.E.2d 6 (NY 1966) *'' Salomon v A Salomon & Co Ltd'' *'' Adams v Cape Industries plc'', two UK law cases which took a much more restricted approach *'' DHN Food Distributors Ltd v Tower Hamlets LBC'', a less restrictive UK case by Lord Denning MR.


{{reflist New York (state) state case law United States corporate case law 1927 in United States case law 1927 in New York (state) Streetcars in New York (state)