Landlord and tenant – Corporate veil

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Where a plaintiff landlord has moved for leave to amend its complaint against five corporations, each of which is a parent or affiliate of the tenant, the motion should be allowed because the landlord’s allegations, accepted as true, state a plausible claim to pierce the tenant’s corporate veil.

“BMR-21 Erie Street LLC (‘Landlord’) brought this action against its tenant, MIL 21E, LLC (‘Tenant’) but also against five other corporations, each of which is a parent or affiliate of Tenant (‘Tenant Affiliates’ or ‘Affiliates’). Although the Lease, negotiated between two sophisticated parties and their lawyers, does not provide that Tenant Affiliates are liable under the Lease should Tenant default, Landlord alleges that it is entitled to pierce the corporate veil of Tenant to reach the Tenant Affiliates.

“Landlord commenced this lawsuit on September 24, 2025. On November 25, 2025, the Tenant Affiliates filed under Superior Court Rule 9A their motion for judgment on the pleadings, contending that Landlord had failed to allege a basis to pierce the corporate veil to make Tenant Affiliates responsible for Tenant’s lease obligations. On November 26, 2025, Tenant filed for bankruptcy protection and filed a suggestion of bankruptcy in this action. I scheduled a hearing for December 22, 2025 with respect to the Affiliates’ motion for judgment on the pleadings. Shortly before the scheduled hearing, Landlord filed in conformance with Rule 9A, its motion for leave to supplement and amend their complaint, in which Landlord seeks to expand its allegations against the Affiliates, bolstering its claims in response to the Affiliates’ dispositive motion. The Affiliates oppose Landlord’s motion for leave, contending: first, that the amended complaint violates the bankruptcy stay because it continues and adds to Landlord’s claims against Tenant, a debtor in bankruptcy; and second, that the amended complaint is futile because it provides no basis for piercing the corporate veil. …

“Between the time Landlord commenced this action and when it filed its motion for leave to supplement and amend its complaint, Tenant commenced bankruptcy proceedings, triggering the automatic stay set forth in 11 U.S.C. §362. …

“Cognizant of the automatic stay, Landlord explicitly states, in its motion for leave and in a footnote to its amended complaint, that it does not seek to continue its action against Tenant in light of Tenant’s bankruptcy petition, and that Landlord acknowledges that the bankruptcy court will adjudicate its claim against Tenant, unless and until the bankruptcy stay is lifted. …

“… Because Landlord acknowledges the bankruptcy stay, does not state new claims against Tenant,1 but seeks to expand its allegations against the non-debtor Affiliates, the amended complaint does not run afoul of the bankruptcy stay. If the bankruptcy judge presiding over Tenant’s bankruptcy views the issue differently, Landlord may have to answer to that court. …

“The Affiliates’ futility argument turns on analysis of the proposed amended complaint, in the context of the case law governing the corporate disregard doctrine. …

“… Landlord has alleged facts supporting common ownership, common leadership, and pervasive control. Landlord alleges that the Affiliates siphoned money from Tenant, unfairly caused Tenant to withhold rent payments, and ultimately caused Tenant to become insolvent. Landlord has also alleged that Tenant communicated with Tenant’s licensees (roughly equivalent to Landlord’s subtenants) in a manner that drove those licensees from remaining at Landlord’s premises and moving to lab space offered by Affiliates. … Because those allegations are meaningfully detailed and must be accepted as true, the amended complaint is not futile.

“Affiliates’ motion goes beyond the allegations of the complaint and seeks an adjudication that certain of Landlord’s allegations are untrue and should be discounted. Those arguments, or others, may prevail at a later stage, but at this stage I must accept as true the Landlord’s allegations and draw all reasonable inferences from those allegations in favor of Landlord. Here, Landlord’s allegations, accepted as true, state a plausible claim that Landlord may be entitled to pierce the corporate veil of Tenant and reach the Tenant affiliates. Whether Landlord’s claim will prevail at summary judgment is a different question, but one that is premature. …

“The plaintiff, Landlord’s, motion for leave to amend is allowed. … This action may proceed against the Tenant Affiliates but is stayed in all respects with respect to Tenant pursuant to 11 U.S.C. §362.”

BMR-21 Erie Street LLC v. MIL 21E, LLC, et al. (Lawyers Weekly No. 09-015-26) (7 pages) (Barry-Smith, J.) (Middlesex Superior Court) (Civil Action No. 2584CV02648-BLS-1) (Feb. 2, 2026).

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