News & Insights

Kevin F.X. DeTurris Secures Key Virginia Court of Appeals Win for Constellis, LLC on Successor Liability

News

January 27, 2025

Blankingship & Keith, P.C., is pleased to announce a significant legal victory in the Virginia Court of Appeals, which upheld a favorable ruling for its client, Constellis, LLC, in a complex breach of contract and successor liability case initiated by PAE National Security Solutions, LLC (“PAE”).

In PAE Nat’l Sec. Sols., LLC v. Constellis, LLC (No. 1598-23-4, 2025 WL 36973, Va. Ct. App. Jan. 7, 2025), PAE alleged breach of contract against Strategic Social, LLC (“S2”) and sought to extend liability to Constellis, LLC under the doctrine of successor liability. PAE argued that Constellis, LLC, as a parent company, should bear responsibility for unpaid invoices related to a government contract project in Iraq.

The Virginia Court of Appeals affirmed the trial court’s decision, rejecting PAE’s claims and holding that Constellis, LLC, as a parent company twice removed, could not be held liable under the successor liability doctrine. This decision reinforces established principles of Virginia corporate law and clarifies the limited circumstances under which successor liability may be applied.

Key Findings from the Court’s Opinion:

  • Constellis, LLC did not expressly or impliedly assume the liabilities of its subsidiaries.
  • Sharing a common in-house legal department was insufficient to establish successor liability.
  • The court emphasized the importance of maintaining separate corporate identities, stating that piercing the corporate veil requires extraordinary justification, which PAE failed to demonstrate.
  • Successor liability applies only in the context of an asset purchase, not a stock or membership interest purchase.

“This outcome reaffirms the fundamental principles of corporate law and shields our client from unfounded liability,” said Kevin F.X. DeTurris, counsel for Constellis, LLC. “We are pleased that the Court of Appeals recognized the importance of preserving the legal separation between parent companies and their subsidiaries.”

This victory highlights Blankingship & Keith’s expertise in navigating intricate commercial litigation and defending corporate clients against complex liability claims.


About Blankingship & Keith

Founded in 1979, Blankingship & Keith, P.C. has a strong reputation for providing comprehensive legal services across a diverse array of practice areas, including business law, family law, personal injury, and real estate. Known for its dedication to a client-centered approach, Blankingship & Keith continues to deliver tailored, effective legal solutions designed to meet each client’s unique needs.

For more information, visit Blankingship & Keith’s website or contact us at (703) 691-1235.

 

Media Contact:

Craig Schultz
Marketing & Business Development Manager
Blankingship & Keith, P.C.
703-691-1235
cschultz@bklawva.com

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