Berger was planning to produce a fashion show in Las Vegas. In April, Berger entered into a written licensing agreement with CBS Films, Inc., a wholly owned subsidiary of CBS, for presentation of the show.

The next year, Stewart Cowley decided to produce a fashion show similar to Berger's and entered into a contract with CBS. CBS broadcast Cowley's show, but not Berger's. Berger brought this action against CBS to recover damages for breach of his contract with CBS Films. Berger claimed that CBS was liable because CBS Films was not operated as a separate entity, and that the court should disregard the parent-subsidiary form.

In support of this claim, Berger showed that CBS Films's directors were employees of CBS, that CBS's organizational chart included CBS Films, and that all lines of employee authority from CBS Films passed through CBS employees to the CBS chairman of the board.

CBS, in turn, argued that Berger had failed to justify piercing the corporate veil and disregarding the corporate identity of CBS Films to hold CBS liable. Decision?