Under Michigan law, there is a presumption that the corporate form will be respected. Seasword v. Hilti, 537 N.W.2d 221, 224 (Mich. 1995) (citing Herman v. Mobile Homes Corp., 26 N.W.2d 757, 761 (Mich. 1947)). "This presumption, often called the `corporate veil,' may be pierced only where an otherwise separate corporate existence has been used to `subvert justice or cause a result that [is] contrary to some overriding public policy.'"

Under Michigan law, separate business structures are not "fictions"; instead, there is a presumption that the corporate form will be respected. Seasword v. Hilti, 449 Mich. 542, 547, 537 N.W.2d 221, 224 (1995) (citing Herman v. Mobile Homes Corp., 317 Mich. 233, 243, 26 N.W.2d 757, 761 (1947)). "This presumption, often referred to as a 'corporate veil,' may be pierced only when an otherwise separate corporate existence has been used to 'subvert justice or cause a result that [is] contrary to some overriding public policy.' "

Id. (citing Stalbosky v. Belew, 205 F.3d 890, 893-94 (6th Cir.2000)). Under Michigan law, there is a presumption that the corporate form will be respected. Seasword v. Hilti, 449 Mich. 542, 537 N.W.2d 221, 224 (1995) (citing Herman v. Mobile Homes Corp., 317 Mich. 233, 26 N.W.2d 757, 761 (1947)). "This presumption, often called the `corporate veil,' may be pierced only where an otherwise separate corporate existence has been used to `subvert justice or cause a result that [is] contrary to some overriding public policy.'"

There is no indication in the record as to why LAD would incur this debt were LAD and LAN to have kept expenses for their own distinct work projects separately. See, e.g.,Florence Cement Co. , 292 Mich. App. at 470, 807 N.W.2d 917 (noting that a corporation was an instrumentality of individuals when the individuals treated their personal liabilities as those of the corporate entity, borrowed money on behalf of the corporate entity when the entity needed capital, and allowed the corporate entity to make payments on behalf of its members when it had no duty to do so); see alsoIndusource, Inc. v. Sandvik Tooling France S.A.S. , No. 16-10056, 2016 WL 6216003, at *4 (E.D. Mich. Oct. 25, 2016) (a finding that "the parent regards the subsidiary's business as its own project" supports the determination that the subsidiary is a mere instrumentality) (citing Herman v. Mobile Homes Corp. , 317 Mich. 233, 239–41, 26 N.W.2d 757 (1947) ). Additionally, there is evidence supporting the finding that LAD and LAN failed to maintain corporate formalities.

Under Michigan law, there is a presumption that the corporate form will be respected. Seasword v. Hilti, [ 449 Mich. 542] 537 N.W.2d 221, 224 (1995) (citing Herman v. Mobile Homes Corp., [ 317 Mich. 233] 26 N.W.2d 757, 761 (1947)). "This presumption, often called the `corporate veil,' may be pierced only where an otherwise separate corporate existence has been used to `subvert justice or cause a result that [is] contrary to some overriding public policy.'"

In Count 4 of the complaint, Plaintiff seeks to recover on its judgment against Rocketsports from Gentilozzi, who was at all times the sole owner and the manager of the company. Under Michigan law, there is a presumption that the corporate form will be respected. Seasword v. Hilti, Inc. , 449 Mich. 542, 537 N.W.2d 221, 224 (1995) (citing Herman v. Mobile Homes Corp. , 317 Mich. 233, 26 N.W.2d 757, 761 (1947) ). This presumption, often referred to as the corporate veil, is that the entity is separate and distinct from its owner or owners.

The Michigan Supreme Court has held that "[i]n determining whether the corporate entity should be disregarded and the parent company held liable on the contracts of its subsidiary because the latter served as a mere instrumentality or adjunct of the former, each case is sui generies and must be decided in accordance with its own underlying facts." Herman v. Mobile Homes Corp., 317 Mich. 233, 243 (1947). The analysis of whether a subsidiary is the "mere instrumentality" or "alter ego" of the parent corporation is a fact specific inquiry requiring the court to consider many factors including:

In determining whether to pierce the corporate veil "each case is sui generis and must be decided in accordance with its own underlying facts." Herman v. Mobile Homes Corp., 317 Mich. 233, 243, 26 N.W.2d 757 (1947). The Court must first determine if Northern was a mere instrumentality of Carter's.

("Where a corporation is so organized and controlled, and its affairs so conducted, as to make it a mere instrumentality or agent or adjunct of another corporation, its separate existence as a distinct corporate entity will be ignored."); Herman v. Mobile Homes Corp., 26 N.W.2d 757, 758 (Mich. 1947) ("[P]laintiffs . . . did establish . . . that the latter were so completely controlled and dominated by defendant . . . as to make each of them the mere instrumentality ...."); Maki v. Copper Range Co., 328 N.W.2d 430, 433 (Mich. Ct. App. 1982) (noting the prong is met when plaintiff shows "control by the parent to such a degree that the subsidiary has become its mere instrumentality"). However, Michigan courts also consider a variety of other points in addressing this factor, including undercapitalization of the company, the maintenance of separate books, the separation of corporate and individual finances, the use of the corporation to support fraud or illegality, the honoring of corporate formalities, and whether the company is a sham.

Regarding the second element—which is the parties’ main point of contention—Michigan courts have held that a breach of contract can be the kind of wrong that justifies piercing a corporate veil if the corporate form has been abused. See, e.g. , 1st State Title v. LP Recordings, LLC , No. 322964, 2015 WL 7750297, at *5 (Mich. Ct. App. Dec. 1, 2015) (per curiam) (citing Herman v. Mobile Homes Corp. , 317 Mich. 233, 26 N.W.2d 757 (1947) ; Brown Bros. Equip. Co. v. State Highway Comm. , 51 Mich.App. 448, 215 N.W.2d 591 (1974) ). Thus, we must decide whether RACER sufficiently pleaded that DTE Energy exercised control over DTEPN to cause DTEPN's breach and harm RACER.