Sesame Fails to State a Claim for Breach of Contract Against United
Sesame’s breach of contract claim against United should be dismissed because United is not a party to the Agreement and the Complaint fails to allege any basis to pierce the corporate veil. Under New York law, a parent corporation cannot be held liable for its subsidiary’s conduct absent allegations that it exercised complete domination over the transaction at issue and used that domination to commit a wrong. See Rich v. J.A. Madison, LLC, 246 A.D.3d 1, 4–5 (1st Dep’t 2025). Here, the Complaint alleges only a parent-subsidiary relationship and does not plead any facts suggesting domination, control, or involvement by United in the conduct at issue. Nor does it allege that Sesame dealt with United at all. Because United is not a party to the Agreement and because Sesame has failed to plausibly allege a coherent veil-piercing theory, Sesame has failed to state this claim, as well. See Dragons 516 Ltd. v. Knights Genesis Inv. Ltd., 226 A.D.3d 563 (1st Dep’t 2024).