See, e.g., SICK, Inc. v. Motion Control Corp., 2003 WL 21448864, at *9 (D. Minn. June 19, 2003) (“showing that the two companies share employees, offices, and equipment” is insufficient to pierce the corporate veil). And Relator's other allegations, at most, show that several related entities provide services to each other and to employees who work in related facilities.

Nonetheless, Minnesota, like Indiana, appears to require that a civil conspiracy claim rest on a narrow set of underlying claims: specifically a tort or a criminal act. D.A.B. v. Brown, 570 N.W.2d 168, 172 (Minn.Ct.App. 1997) (“[T]he conspiracy count fails because it is not supported by an underlying tort”); SICK, Inc. v. Motion Control Corp., No. Civ. 01-1496 JRTFLN, 2003 WL 21448864, at *10 (D. Minn. June 19, 2003) (“[C]ourts have held that civil conspiracy must be based upon a criminal act or an underlying intentional tort.”).

Simply alleging that "two companies share employees, offices, and equipment" is not enough. SICK, Inc. v. Motion Control Corp., No. 01-1496, 2003 WL 21448864, at *9 (D. Minn. June 19, 2003). "Parents of wholly owned subsidiaries necessarily control[,] direct, and supervise the subsidiaries to some extent."

Finally, because Kedrowski has not adequately alleged that defendants engaged in unlawful acts, the claim for civil conspiracy fails as well. See SICK, Inc. v. Motion Control Corp., No. 01-1496, 2003 WL 21448864, at *10 (D. Minn. June 19, 2003) (noting "that civil conspiracy must be based upon a criminal act or an underlying intentional tort"). As a result, dismissal is also warranted for failure to state a claim.

Plaintiffs fail to allege facts to support their legal conclusion of injustice or unfairness. See SICK, Inc. v. Motion Control Corp., No. Civ. 01-1496 (JRT/FLN), 2003 WL 21448864, at *9 (D. Minn. June 19, 2003) (dismissing alter ego claim because plaintiff failed to "properly plead[] that `injustice or fundamental unfairness' exists"). "[A]lthough corporations are related, there can be no piercing of the veil without a showing of improper conduct."

Because Sierra did not breach the FHA, there is no underlying wrongful act upon which to base a claim for conspiracy, and Sierra's motion for summary judgment on the conspiracy counterclaim is granted. See SICK, Inc. v. Motion Control Corp., Civ. No. 01-1496, 2003 WL 21448864, *11 (D. Minn. June 19, 2003) (dismissing civil conspiracy claim because underlying claim for breach of contract was dismissed). 3. Tortious Interference with Prospective Contractual Relation

Plaintiffs do not allege any specific facts to support the allegation that Defendants wrongfully transferred the intellectual property rights from AFP to ELCA. The alter ego doctrine is designed to impose liability on the true defendant, rather than a corporate form. SICK, Inc. v. Motion Control Corp., No. 01-1496, 2003 WL 21448864, at *9 (D. Minn. June 19, 2003). In doing so, the Court is to analyze the "reality" of the corporate functions and to find injustice or fundamental unfair.

"[A] civil conspiracy claim is merely a vehicle for asserting vicarious or joint and several liability," and, thus, such a "claim" is dependent upon a valid underlying tort claim. Sick, Inc. v. Motion Control Corp., Civ. No. 01-1496, 2003 WL 21448864, at *10 (D. Minn. June 19, 2003) (citations omitted); accord Stephenson v. Deutsche Bank AG, 282 F.Supp.2d 1032, 1070 (D. Minn. 2003). Because the underlying tort claims are subject to dismissal, the conspiracy claim must also be dismissed.

Plaintiffs are mistaken in this regard, as courts routinely consider, and grant, motions to dismiss for failure adequately to allege facts sufficient to support the imputation of liability on an alleged alter-ego. See, e.g., G4SJustice Servs., Inc. v. Correctional Program Servs., Inc., 07-cv-00945-JMS-SEB, 2009 U.S. Dist. LEXIS 88689, at *3-4 (S.D.Ind. Sept. 25, 2009); Masterson Personnel, Inc. v. McClatchy Co., Civ. No. 05-1274 (RHK/JJG), 2005 WL 3132349, **5-6, 2005 U.S. Dist. LEXIS 29565, at *17-18 (D.Minn. Nov. 22, 2005); SICK, Inc. v. Motion Control Corp., Civil No. 01-1496 (JRT/FLN), 2003 WL 21448864, *9, 2003 U.S. Dist. LEXIS 10612, at *28 (D. Minn. June 19, 2003); Group Health Plan, Inc. v. Philip Morris Inc., No. 98-1036 (PAM/JGL), 1999 U.S. Dist. LEXIS 9640, at *18-19 (D.Minn. Apr. 1, 1999).

"[A] civil conspiracy claim is merely a vehicle for asserting vicarious or joint and several liability," and hence such a "claim" is dependent upon a valid underlying tort claim. Sick, Inc. v. Motion Control Corp., Civ. No. 01-1496, 2003 WL 21448864, at *10 (D. Minn. June 19, 2003) (Tunheim, J.) (citations omitted); accord Stephenson v. Deutsche Bank AG, 282 F. Supp. 2d 1032, 1070 (D. Minn. 2003) (Kyle, J.). Because the underlying tort claims here (Counts 1 through 3) are subject to dismissal under Rule 9(b), the conspiracy claim must also be dismissed.