[PUBLISH] In the United States Court of Appeals For the Eleventh Circuit

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No. 23-10922 ____________________

W.P. PRODUCTIONS, INC., Plaintiff,

SYDNEY SILVERMAN Third Party Defendant-Appellant versus TRAMONTINA U.S.A., INC.,

Defendant,

SAM’S WEST, INC., Third Party Plaintiff-Appellee. USCA11 Case: 23-10922 Document: 31-1 Date Filed: 05/06/2024 Page: 2 of 11

2 Opinion of the Court 23-10922

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Appeal from the United States District Court for the Southern District of Florida D.C. Docket No. 0:18-cv-63162-JIC ____________________

Before WILSON, LUCK, and LAGOA, Circuit Judges. PER CURIAM: Sydney Silverman appeals the district court’s grant of sum- mary judgment in favor of Sam’s West, Inc. 1 The district court pierced the corporate veil and held Silverman personally liable for judgments entered in favor of Sam’s West against W.P. Produc- tions (WPP). WPP owed significant debt to Sam’s West but brought a tort lawsuit against Tramotina U.S.A., Inc.2 and Sam’s West. After the court entered a final judgment against WPP in that tort case, Sam’s West eventually brought this supplemental lawsuit to pierce WPP’s corporate veil and hold Silverman personally liable for WPP’s unpaid judgments. The district court granted summary judgment in favor of Sam’s West. On appeal, Silverman alleges

1 “Sam’s West, Inc.” is a corporation that includes “Sam’s Club” stores. Often,

including in the briefing, “Sam’s West” and “Sam’s Club” are used inter- changeably. In this opinion, “Sam’s Club” specifically refers to Sam’s Club stores. 2 Tramotina, U.S.A., Inc. was involved in the underlying tort lawsuit brought

by WPP. However, Tramotina has not been involved with the litigation Sam’s West brought to pierce WPP’s corporate veil. USCA11 Case: 23-10922 Document: 31-1 Date Filed: 05/06/2024 Page: 3 of 11

23-10922 Opinion of the Court 3

that the district court improperly pierced the corporate veil on summary judgment. After careful review and with the benefit of oral argument, we affirm the district court. I. Factual and Procedural Background Silverman was the sole shareholder of WPP, which was an S Corporation. 3 Silverman used a shared bank account for his per- sonal funds and WPP’s corporate funds. He allegedly used a “scorecard” system to distinguish personal from corporate funds. Between January 2015 and June 2022, Silverman spent $3,248,003 from the shared account. These expenses can be broken up as (1) $2,415,803 on personal expenses 4 charged to WPP and personal credit cards, and (2) $832,200 transferred to himself, his relatives, or their trust funds. WPP had a license agreement allowing WPP to use Wolf- gang Puck’s name. WPP sold Wolfgang Puck-branded kitchen products to Sam’s Club for Sam’s Club to sell in its stores. In 2015, WPP and Sam’s Club entered an agreement whereby Sam’s Club would feature WPP products in two Instant Savings Booklets in