TSR The Full & Glorious History of NuTSR

Mannahnin said:

But there's so little (or no) separation here. These businesses functionally are just Justin, employing a couple of folks working retail storefront. There's no larger organization with levels of management and diffused decision-making.

It's Justin using his Port City Kava cc point of service to charge transactions from the Dungeon Hobby Shop Museum, which come/came directly from the TSR Hobbies website and are branded with the TSR Hobbies logo. It's the DHSM Facebook page advertising his other totally unrelated business which has no connection to TSR or old school gaming. It's Justin rebranding his books as "OSR Games, LLC" AFTER filing bankruptcy with TSR Hobbies and claiming to have no assets worth anything. All the corporate governance is just Justin behind different LLCs which he mixes the interests of interchangeably, because those businesses are really all just him.

ESPN has their own board of directors, their own legal team, hundreds or thousands of people involved with decision making, and none of the corporate funds involved going into their own pockets except through a paycheck.

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I get what you're saying. I just can't find anywhere in legal definitions of comingling that you can't mention any other of your companies, or that mentioning is allowed as long as your company is large enough. Especially since these are LLCs, which offer levels of protection for being so, regardless if it's 1 person or 1000 people running it.

Sacrosanct said:

I get what you're saying. I just can't find anywhere in legal definitions of comingling that you can't mention any other of your companies, or that mentioning is allowed as long as your company is large enough. Especially since these are LLCs, which offer levels of protection for being so, regardless if it's 1 person or 1000 people running it.

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But I guess the point isn't whether a given instance of advertising an unrelated business represents "comingling" (of assets? interests? I'm not clear what statute you might be referring to), but whether it's an example of how he operates the businesses interchangeably to each other's (well, just his) benefit.

You don't need to care about the high road when you can bombard your target from orbit.

Juggling? I wouldn’t call it something that involves this much skill or practice or intention.

Mannahnin said:

But I guess the point isn't whether a given instance of advertising an unrelated business represents "comingling" (of assets? interests? I'm not clear what statute you might be referring to), but whether it's an example of how he operates the businesses interchangeably to each other's (well, just his) benefit.

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Brief interlude.

As always, things can change depending on the jurisdiction. What people are discussing here is "piercing the corporate veil."

So, for example, in Washington state you must show that "1) the corporate form was intentionally used to violate or evade a duty, and (2) piercing the veil is necessary and required to prevent unjustified loss to the injured party." Maple Valley Park Place, LLC v. Tax Resource Centers, Inc., No. 78832-9-I (Was. Ct. App. 2020).

In North Carolina, however, the standard is a two-part test. First, you must show that " "the corporation is so operated that it is a mere instrumentality or alter ego of the sole or dominant shareholder and a shield for his activities in violation of the declared public policy or statute of the State." Green v. Freeman, 749 SE 2d 262, 270 (NC 2013). Evidence to "justify piercing the corporate veil includes inadequate capitalization, noncompliance with corporate formalities, lack of a separate corporate identity, excessive fragmentation, siphoning of funds by the dominant shareholder, nonfunctioning officers and directors, and absence of corporate records." Id. Once this has been established, you still have establish that the noncorporate defendant may be held liable for their personal activities as an officer or director (or member for LLCs). To do this, you would have to show control (complete domination), that such control was used to commit the wrong, and that the control caused the wrong complained of. Id.

If you peer closely, you will see that the two rules are actually very similar, although the devil is in the details.

When people are talking about "comingling," what they are saying is that there was a disregard of corporate formalities and the corporate forms are simply instrumentalities (alter egos) of an individual. The most common problem is comingling of assets. However, while it would be de minimis, it is also the case that using businesses interchangeably to promote each other wouldn't help.

The problem with the above hypothetical (ESPN and Little Mermaid) is that they are all part of Disney. Theoretically, all of these are completely separate businesses, with the only commonality that they have a member in common.

Snarf Zagyg said:

What people are discussing here is "piercing the corporate veil."

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(IANAL)

As an interesting side note, the corporate veil has already been pierced in the case of NuTSR vs WotC. WotC named NuTSR, the DHSM, and Justin Lanasa personally in their counterclaim. Lanasa has not challenged that, and I believe to formal period to contest it has already passed in that case. So, Justin is already in a bit of a spot of trouble to start with, as they can likely go after his personal assets (i.e. real estate) when asking for legal costs.

In theory, the veil could still work in the opposite direction to partially protect Lanasa's businesses if he goes down personally. There are other people who claim to be "owners" of Hardwire Tattoo (although we don't know the formal structure), and we don't know a lot of details about how the vape shops or Museum of the Bizarre are managed. Separating Lanasa's personal finances from those businesses will be really important to ensure they don't end up on the chopping block when/if Lanasa goes down financially.

Also, it's purely speculation on my part, but I believe that the main reason Lanasa wants Ernie Gygax and Jeff Leason to keep saying that they're "partners" in the DHSM is because he thinks WotC will leave the DHSM out of the legal battle to avoid the impression of fighting a Gygax or original TSR employees in court.

You'd think this is all the sort of things his lawyers would have been telling him, at length, that he needed to mind. Is he ignoring them, or did he hire Lionel Hutzes when what he needs are Saul Goodmans?

(Or is it Goodmen?)

Deset Gled said:

(IANAL)

As an interesting side note, the corporate veil has already been pierced in the case of NuTSR vs WotC. WotC named NuTSR, the DHSM, and Justin Lanasa personally in their counterclaim. Lanasa has not challenged that, and I believe to formal period to contest it has already passed in that case. So, Justin is already in a bit of a spot of trouble to start with, as they can likely go after his personal assets (i.e. real estate) when asking for legal costs.

In theory, the veil could still work in the opposite direction to partially protect Lanasa's businesses if he goes down personally. There are other people who claim to be "owners" of Hardwire Tattoo (although we don't know the formal structure), and we don't know a lot of details about how the vape shops or Museum of the Bizarre are managed. Separating Lanasa's personal finances from those businesses will be really important to ensure they don't end up on the chopping block when/if Lanasa goes down financially.

Also, it's purely speculation on my part, but I believe that the main reason Lanasa wants Ernie Gygax and Jeff Leason to keep saying that they're "partners" in the DHSM is because he thinks WotC will leave the DHSM out of the legal battle to avoid the impression of fighting a Gygax or original TSR employees in court.

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.... I don't think it's proper to go to far into the weeds in analyzing the specific facts of this case, but I will say the following-

1. Naming LaNasa individually in the counterclaim did not pierce the corporate veil. As to why the fact that he was named individually was not contested with a motion to dismiss, that is a question for the attorneys in this action. However, the issue was not waived, and there was no time period that expired.

2. "Reverse piercing" is even more uncommon that piercing (which, despite the love for it here, is something that happens about as often as lighting striking a person).

3. It doesn't matter what someone says about an LLC. What matters is who the members are and their interests. In addition, DHSM, LLC, is already a named counter-defendant.

Cordwainer Fish said:

You'd think this is all the sort of things his lawyers would have been telling him, at length, that he needed to mind. Is he ignoring them, or did he hire Lionel Hutzes when what he needs are Saul Goodmans?

(Or is it Goodmen?)

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Cordwainer Fish said:

You'd think this is all the sort of things his lawyers would have been telling him, at length, that he needed to mind. Is he ignoring them, or did he hire Lionel Hutzes when what he needs are Saul Goodmans?

(Or is it Goodmen?)

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Goodmens's