asserted that its corporate veil should not be pierced and that personal jurisdiction did not exist
over it in Illinois.
Old Orchard responded to Harry Rosen’s motion to dismiss by reiterating that Harry
Rosen controlled the SSI subsidiaries, particularly with regard to cash management. Old Orchard
further asserted that Harry Rosen only superficially observed corporate formalities and treated the
SSI subsidiaries’ employees as its own. In support of this argument, Old Orchard attached
various employment documents that had been distributed to one of SSIOO’s employees, some of
which were printed on Harry Rosen letterhead and which referred to Harry Rosen employment
policies, goals, and standards. Old Orchard also pointed out that Harry Rosen had paid the cost
of defending Specialty Stores in the federal lease litigation. In support, Old Orchard attached
Harry Rosen’s response to certain interrogatories, in which it admitted as much.
Harry Rosen responded that it had not engaged in any fraud, misconduct, or abuse of the
corporate form such that piercing the corporate veil would be equitable. Harry Rosen attached,
inter alia, another affidavit from Conrad Frejlich averring that Harry Rosen did not treat its
subsidiaries’ funds as its own and that its books accurately reflected the transfers of money
between the corporate layers.
Following a hearing, the circuit court granted Harry Rosen’s motion to dismiss. In a
written memorandum, the court found that no basis existed to exercise either general or specific
personal jurisdiction over Harry Rosen in Illinois where Harry Rosen was not a party to either the
lease or the guaranty out of which the judgment in question arose and where SSIOO and Harry
Rosen were engaged in separate and distinct businesses. The court further found that Old
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