In the 

United States Court of Appeals 

For the Seventh Circuit ____________________ 

No. 20-1106 

SHANNON C. PRINCE, 

Plaintiff-Appellant, 

v.

APPLETON AUTO, LLC, et al., 

Defendants-Appellees. 

____________________ 

Appeal from the United States District Court for the 

Eastern District of Wisconsin. 

No. 18-cv-1465 — Nancy Joseph, Magistrate Judge. 

____________________ 

ARGUED SEPTEMBER 22, 2020 — DECIDED OCTOBER 21, 2020 

____________________ 

Before SYKES, Chief Judge, FLAUM, and ROVNER, Circuit 

Judges. 

FLAUM, Circuit Judge. Defendant-appellee Applecars, LLC 

is a member of a network of affiliated but corporately distinct 

used-car dealerships located in Wisconsin. Plaintiff-appellant 

Shannon Prince worked at Applecars for several months in 

2018 before he was fired. Prince claims his firing was retaliatory, and sued Applecars and its affiliates for racial discrimi-
2 No. 20-1106 

nation under Title VII of the Civil Rights Act of 1964. The district court granted summary judgment to the defendants, noting that Applecars had fewer than fifteen employees and 

therefore was not subject to Title VII. Because there is insufficient evidence to support Prince’s theory that we should 

pierce the corporate veil of the dealership network, and 

thereby aggregate the number of employees such that Title 

VII would apply, we affirm. 

I. Background 

Prince worked as a salesman with Applecars, LLC for several months in 2017 until he was fired. Defendants claim he 

was fired for performance issues, while Prince maintains defendants discriminated against him because of his race. 

Applecars operated a used car dealership in Appleton, 

Wisconsin. The Applecars dealership was affiliated with four 

other dealerships throughout Wisconsin: Wausau Auto, Antigo Auto, Green Bay Auto, and La Crosse Auto. Each of these 

dealerships was independently owned by a separate Wisconsin limited liability company. In turn, defendant Robert 

McCormick owned a majority or outright share in each of 

these LLCs. Furthermore, each of the dealerships received 

management services from Capital M, Inc., which McCormick 

also owned. Applecars alone had fewer than fifteen employees, but if the court were to aggregate all the dealerships, both 

parties agree they would have had greater than fifteen employees. 

The overlap between these companies was substantial. 

Specifically, Capital M provided management services to 

each dealership, including marketing, financial, accounting, 

“visionary,” and payroll services; Capital M tracked shared 
No. 20-1106 3 

dealership inventory, held personal employee records, and issued identical employee handbooks for each dealership; and 

Capital M’s operations manager hired, fired, and promoted 

each dealership’s general manager. McCormick was the sole 

or majority owner of each dealership. The employees of each 

dealership gathered as one for events and parties several 

times per year. 

Beyond these shared functions directed by Capital M, all 

the dealerships also advertised on a single website, 

www.199ride.com. The landing page marketed the dealerships with some language suggesting a single entity, including “Wisconsin’s #1 Highest Volume Independent Dealer” 

and “We are a dealer for the people.” Yet, there were other 

clear indicators that each dealership is a separate entity. The 

landing page displayed all four dealerships’ names, physical 

addresses, and phone numbers. Under a “Locations” tab, a 

visitor could access a drop-down menu with names of each 

dealership linked to their own websites. The bottom of the 

landing page included the d/b/a for each dealership as well. 

Apart from their intertwined daily operations, each dealership and its LLC owner properly maintained corporate formalities and records. Capital M’s management services billed 

each dealership separately. Each dealership individually paid 

for Capital M’s management services and for the use of the 

199ride.com trademark and website. Each dealership had a 

distinct general manager, its own bank accounts, and its own 

financial reports. The dealerships also filed and paid their 

own taxes, paid their own employees (and issued their own 

W-2 forms for their employees), and entered into their own 

contracts for business purposes. 
4 No. 20-1106 

In response to his termination, Prince initially filed a Wisconsin state law Administrative Complaint, which he then 

withdrew in favor of bringing this action in federal court. At 

his request, the Equal Employment Opportunity Commission 

issued Prince a Right to Sue letter. Prince brought suit alleging 

Title VII violations against defendants in the Eastern District 

of Wisconsin. In the fall of 2019, the parties consented to a 

magistrate judge’s ability to enter final judgment in the case. 

In December 2019, the magistrate judge granted defendants’ 

motion for summary judgment, finding that Applecars was 

not liable under Title VII because, with fewer than fifteen employees, it was not an “employer” under the statutory definition. Prince timely appealed. 

II. Discussion 

We review this grant of summary judgment de novo, 

viewing the record and drawing all reasonable inferences in 

the light most favorable to Prince, the non-moving party. 

Hansen v. Fincantieri Marine Grp., LLC, 763 F.3d 832, 836 (7th 

Cir. 2014). Summary judgment is appropriate if the moving 

party “shows that there is no genuine dispute as to any 

material fact and the movant is entitled to judgment as a 

matter of law.” Fed. R. Civ. P. 56(a). 

Congress exempted small businesses from the strictures of 

Title VII. The statute only applies to an “employer,” which it 

defines as “a person engaged in an industry affecting commerce who has fifteen or more employees for each working 

day in each of twenty or more calendar weeks in the current 

or preceding calendar year.” 42 U.S.C. § 2000e(b). The parties 

agree that Applecars alone never met the fifteen-employee 

threshold during the relevant time period; they also agree that 

if all related dealerships were aggregated, there would be 
No. 20-1106 5 

more than fifteen employees altogether. The dispute therefore 

rests solely on the question of whether we ought to pierce the 

dealerships’ corporate veils and aggregate the dealerships’ 

employees to render them subject to Title VII. 

Fortunately, we have analyzed such a situation before. The 

leading case is Papa v. Katy Industries, Inc., 166 F.3d 937 (7th 

Cir. 1999). There, we addressed “what test to use to determine 

whether an employer that has fewer than 15 ... employees, 

and thus falls below the threshold for coverage by the major 

federal antidiscrimination laws, ... should be deemed covered 

because it is part of an affiliated group of corporations that 

has in the aggregate the minimum number of employees.” Id. 

at 939 (citations omitted). We noted that the purpose of exempting small businesses from Title VII was not to encourage 

discrimination by them but rather “to spare very small firms 

from the potentially crushing expense of mastering the intricacies of the antidiscrimination laws, establishing procedures 

to assure compliance, and defending against suits when efforts at compliance fail.” Id. at 940. We then laid out three circumstances when the existence of an affiliated company 

would result in potential liability under Title VII.1 The instant 

case only concerns one such ground, on which Prince raises 

his appeal: 

1 In particular, employee aggregation is appropriate “where: (1) the 

enterprise has purposely divided itself into smaller corporations to dodge 

requirements imposed by the anti-discrimination laws; (2) a creditor of 

one corporation could, by piercing the corporate veil, sue its affiliate; or 

(3) the affiliate directed the discriminatory act or practice of which the 

plaintiff complains.” Bridge v. New Holland Logansport, Inc., 815 F.3d 356, 

364 (7th Cir. 2016) (citing Papa, 166 F.3d at 940–42). 
6 No. 20-1106 

The first situation is where, the traditional conditions being present for “piercing the veil” to 

allow a creditor, voluntary or involuntary, of 

one corporation to sue a parent or other affiliate, 

the parent or affiliates of the plaintiff’s employer 

would be liable for the employer’s debts. If because of neglect of corporate formalities, or a 

holding out of the parent as the real party with 

whom a creditor nominally of a subsidiary is 

dealing, a parent (or other affiliate) would be liable for the torts or breaches of contract of its 

subsidiary, it ought equally to be liable for the 

statutory torts created by federal antidiscrimination law. In such a case the parent by its actions has forfeited its limited liability. This approach is conventional in discrimination cases 

where the employee of a subsidiary seeks to affix liability on the parent for reasons unrelated 

to the subsidiary’s being within the exemption 

for employers who have only a few employees. 

Id. at 940–41 (citations omitted). 

Piercing the corporate veil for the purpose of employee aggregation requires a plaintiff show more than a degree of integration of corporate operations. In Papa, a consolidated appeal of two discrimination cases, each plaintiff unsuccessfully 

sought to aggregate employees by piercing the corporate veil. 

In the first case, we denied veil-piercing, id. at 942, even 

though the subsidiary Walsh Press Company, Inc. had a “degree of integration” with the parent company Katy Industries, 

Inc, id. at 939. Katy fixed the salaries of Walsh employees, pro-
No. 20-1106 7 

vided pension plans for Walsh employees, funded Walsh, integrated Walsh’s computer operations, provided Walsh with 

its own subaccounts within Katy’s checking account (in lieu 

of Walsh having its own bank account), and required that 

Walsh seek its approval for writing checks of more than 

$5,000. Id. Similarly, in the second case, despite noting a “degree of integration” between GJHSRT, a trucking company, 

and Frederick Group of Companies, the affiliated group of 

which it was a part, id., we declined to pierce the corporate 

veil, id. at 942. Among the Frederick affiliates, payroll, benefits, and computer operations were centralized. Id. at 939. Additionally, the board of directors’ membership overlapped between the two companies and employees moved between affiliates. Id.

Despite the level of integration in both cases, we found the 

facts did not support veil-piercing, in part, because “[f]irms 

too tiny to achieve the realizable economies of scale or scope 

in their industry will go under unless they can integrate some 

of their operations with those of other companies, whether by 

contract or by ownership.” Id. at 942. More to the point: 

Why should it make a difference if the integration takes the form instead of common ownership, so that the tiny employer gets his pension 

plan, his legal and financial advice, and his payroll function from his parent corporation without contractual formalities, rather than from independent contractors? 

That is all that’s involved in the cases before 

us. ... There is no showing that an ordinary 

creditor of one of the subsidiaries could pierce 
8 No. 20-1106 

the corporate veil and sue the parent corporation or any of the other subsidiaries. 

Id. 

More recently, in Bridge v. New Holland Logansport, Inc., we 

reiterated that employee aggregation is appropriate only in 

certain enumerated circumstances, such as where “a creditor 

of one corporation could, by piercing the corporate veil, sue 

its affiliate.” 815 F.3d at 364. We emphasized that the test is 

not whether (or to what extent) corporations are integrated, 

but rather whether the integration serves to manipulate creditors and thus warrant veil-piercing under relevant state law. 

See id. at 364–65. We therefore considered each entities’ operations, integrated or otherwise, only to the extent they bore 

on the determinative question: whether the two entities “neglected forms intended to protect creditors from being confused about whom they can look to for the payment of their 

claims.” Id. at 364 (quoting Papa, 166 F.3d at 943). 

In deciding whether the number of employees of defendant New Holland Logansport (the plaintiff’s former employer) and New Holland Rochester should be aggregated in 

Bridge, we held aggregation was not appropriate because the 

companies had respected the corporate formalities. We 

acknowledged that the entities “did do a fair amount of sharing,” including sharing similar names, directors, certain employees’ services, equipment, manuals, programs to track and 

access inventory, centralized benefits, and addresses on their 

tax return. Id. at 364. But even though the substantial overlap 

in their operations “bespeaks a certain degree of integration,” 

it “does not suggest [] a misuse of corporate form,” confusing 

creditors of which company might be liable for a debt. Id. The 

companies had separate invoices, bank accounts, tax returns, 
No. 20-1106 9 

locations, inventories, advertising, and management of operations, falling short of demonstrating that Logansport was a 

“mere instrumentality or adjunct” of Rochester to warrant 

piercing the corporate veil. Id. at 365. Even their use of a single 

shared website did not upset this conclusion. Although the 

website contained specific statements that, in isolation, 

“impl[ied] that New Holland ... was a single company with 

multiple store locations,” the website’s language, viewed as a 

whole, gave the impression that the entities were distinct corporations. See id. The website listed physical addresses for 

each and referred to them as separate companies. Because the 

“corporate forms were [not] so ignored or manipulated as to 

perpetrate a fraud on the companies’ creditors,” we affirmed 

summary judgment for the employer. Id. 

Because piercing the corporate veil is governed by state 

law,2 we must also look to Wisconsin state law to help us determine whether we ought to pierce the corporate veil. The 

Wisconsin Supreme Court “recognizes that the corporation is 

a separate entity and is treated as such under all ordinary circumstances.” Fontana Builders, Inc. v. Assurance Co. of Am., 

882 N.W.2d 398, 414 (Wis. 2016) (citation and internal quotation marks omitted). “Piercing the corporate veil is appropriate only when applying the corporate fiction would accomplish some fraudulent purpose, operate as a constructive 

fraud, or defeat some strong equitable claim.” Id. (citation and 

internal quotation marks omitted). 

2 We held in Bridge that “[v]eil-piercing is governed by state law” and 

applied Indiana law because both entities were incorporated there.” 

815 F.3d at 364. The parties here agree that the Wisconsin law on veilpiercing applies. 
10 No. 20-1106 

Having reviewed Papa, Bridge, and Wisconsin precedent 

on the issue, we now turn to the facts at hand. The logic in 

Papa that it makes sense for affiliated small businesses to share 

some operational efficiencies applies to the coordination between Applecars, the other dealerships, and Capital M. See 

166 F.3d at 942. Applecars and its related dealerships overlapped a great deal in terms of operations, particularly in the 

areas of shared services received from Capital M. But we have 

already deemed it legitimate to share those services, such as 

marketing, financial, accounting, and employee records, 

without risking veil-piercing. That McCormick was the sole 

or majority owner of the business is not dispositive; indeed, 

the fact that other owners held shares in some dealerships but 

not others is a textbook reason for such companies to maintain 

formal corporate separation, even if they contracted together 

for some services. See id.

True, the dealerships shared a web address (where they 

were advertised and counted together as Wisconsin’s largest 

independent used car dealership), perhaps weighing in favor 

of piercing the veil. But that alone is not enough, particularly 

where 199rides.com, much like newhollandrochester.com, 

identified the dealerships separately by name and by address, 

and importantly, where the companies in question respected 

every corporate formality. See Bridge, 815 F.3d at 365. The undisputed evidence that the dealerships properly kept records 

and maintained separate financial accounts overwhelms any 

slight doubts brought on by the website. Id. (“Though the operations of these two small businesses were in some ways 

combined, their identities were separate enough that piercing 

the veil between affiliates would be inappropriate here.”). 
No. 20-1106 11 

None of the Wisconsin courts’ bases for veil-piercing 

apply either. There is no evidence that respecting the 

dealerships’ corporate forms will allow them to “accomplish 

some fraudulent purpose, operate as a constructive fraud, or 

defeat some strong equitable claim.” Fontana Builders, 882 

N.W.2d at 414 (citation omitted). Prince tries to argue that it 

would defeat his own strong equitable Title VII claim, but this 

is insufficient. As defendants point out, under this logic any 

Title VII or other federal discrimination complainant could 

pierce the corporate veil with no evidence whatsoever beyond 

his own allegations. This is not enough. 

Prince cites a Seventh Circuit case, Parker v. Scheck Mechanical Corp., 772 F.3d 502 (7th Cir. 2014), and a Wisconsin Supreme Court case, Wiebke v. Richardson & Sons, Inc., 

265 N.W.2d 571 (Wis. 1978), to buttress his argument that Applecars failed to sufficiently separate itself from its affiliates so 

as to warrant veil-piercing. Neither case controls. In Parker we 

reversed a district court’s entry of summary judgment where 

the plaintiff argued the corporate identities of his employer 

and an affiliated company were blurred. The evidence indicated that the related companies shared office space, corporate officers, and some operations. Id. at 504. The critical difference between Parker and the instant appeal (and Papa and 

Bridge) is that no discovery had taken place in Parker before 

summary judgment was granted. Id. at 507. The Parker court 

held that the plaintiff “d[id] not have overwhelming evidentiary support for the proposition that the line between the two 

companies is blurred,” but allowed the case to revive because 

the defendants did not meet their initial burden to show no 

material question of fact. Id. By contrast, the parties here have 

taken discovery and submitted substantial evidence, which 
12 No. 20-1106 

indicates that the dealerships’ corporate forms do not improperly overlap. 

Nor does Wiebke support Prince’s contention that this case 

“truly is one of the rare occasions where a company has organized, controlled and conducted its corporate affairs in such 

a way that there is no separation between itself and its affiliates.” In Wiebke, the Wisconsin Supreme Court held that 

Wiebke, a personal employee of Richardson, could recover a 

debt owed by Richardson from Richardson’s company. 

265 N.W.2d at 572. Wiebke had loaned $6,000 in exchange for 

a promissory note signed by Richardson in his individual capacity. Id. At that time, Richardson was also the president and 

sole shareholder of his company. Id. Richardson deposited 

Wiebke’s check into the corporation’s account. Id. at 573. He 

claimed that, because he did not have a personal checking account, he would draw checks on the corporation’s account to 

pay personal expenses. Id. When Richardson defaulted on the 

loan, the corporation, not Richardson, paid Wiebke an interest 

payment in the form of a corporate check that was displayed 

on corporate records as a corporate expense. Id. The debt remained unpaid. Id. 

The court held that this messy commingling of personal 

and corporate funds invited it to pierce the corporate veil. 

“Richardson failed to draw the line between his individual 

and corporate affairs and is in a poor position to ask the court 

to do so.” Id. at 574. The facts of this case demonstrate what is 

lacking in Prince’s complaint: any suggestion that the dealerships failed to properly maintain their corporate personhood, 

records, or funds. 

As we wrote in Papa, it is “nonsense” to suggest that a corporate group must erect firewalls among its affiliates or else 
No. 20-1106 13 

risk Title VII liability. 166 F.3d at 943. “The corporate veil is 

pierced, when it is pierced, not because the corporate group 

is integrated ... but (in the most common case) because it has 

neglected forms intended to protect creditors from being confused about whom they can look to for the payment of their 

claims.” Id. (citations omitted). Here, there is no evidence the 

defendants neglected corporate forms or risked confusing 

creditors. While substantially integrated, the dealerships 

properly maintained separate accounts, identities, and corporate records. In this case, there is no basis to pierce the corporate veil. 

III. Conclusion 

For the foregoing reasons, we AFFIRM the judgment of the 

district court.