Facts: Appellee and Steven Fishman formed ‘FELD’ as a limited liability corporation in 1998, to pursue business opportunities in the nursing home industry with equal percentage of interest. At the time of its formation, FELD had no assets and no business and its sole purpose is to hold the stock of 22 Acquisition. FELD did not follow the formal corporate customs like holding a bank account, having employees and business meetings. FELD observed the formalities required to form an LLC in Pennsylvania and hence it acquired the status of a limited liability company (LLC) and its role was only limited till maintaining the stocks of 22 Acquisition. Healthcare Financial Partners (“Healthcare Financial”) and Complete Care Services (“CCS”) proposed the creation of 22 Acquisition as a vehicle to acquire leasehold interests in nursing homes and to save an otherwise sinking investment made by Healthcare Financial.
In October 1998, FELD entered into an agency agreement with 22 Acquisition. The agreement made 22 Acquisition the agent for FELD in all business affairs and provided 22 Acquisition would act solely at FELD’s direction. Healthcare Financial was also a lender to Chart well Enterprises, an entity that held operating leases for fifteen nursing homes in Florida and Texas. Sometime in 1998, 22 Acquisition obtained the leasehold interests to the nursing homes formerly run by Chartwell. Appellee and Mr. Fishman did not invest any money to acquire the nursing homes or receive funds directly from FELD, CCS, or the individual nursing homes.Neither Appellee nor Mr. Fishman personally guaranteed any of the therapy contractsbetween CCS (on behalf of 22 Acquisition) and NovaCare. CCS managed all payments and made the decisions as to which vendors would be paid and which would not. NovaCare was among the vendors that did not receive payments during this period and the time of termination in May 1999 the time of termination in May 1999 the nursing home facilities owed NovaCare $752,232.61.hencce, NovaCare subsequently filed suit against 22 Acquisition and FELD in the Montgomery County Court of Common Pleas to collect on the unpaid therapy services.
Issue: In 2005, NovaCare obtained two separate judgments against 22 Acquisition and FELD for $1,960,781.39 and in the same month, Appellants filed a complaint against Appellee and Mr. Fishman to pierce the corporate veil of FELD and enforce the judgment against Appellee and Mr. Fishman personally. Mr. Fishman settled out of court in 2008, and the case proceeded to a bench trial against Appellee in January 2009. After the trial concluded, the court issued an order, with supporting opinion containing findings of fact and conclusions of law, and refused to pierce the corporate veil of FELD and On July 15, 2009, the court entered final judgment on the docket.But NovaCare was