The U.S. Court of Appeals for the Ninth Circuit reversed a district court's summary judgment decision that shielded Higher Connection LLC managers from personal liability in a breach of contract dispute with Ignite International Limited, a Wyoming corporation.

In an unpublished memorandum opinion filed Jan. 7, the three-judge panel reversed the U.S. District Court for the District of Arizona's grant of summary judgment for defendants Zachariah James Gleason and Mirza Baig, who serve as the sole members and managers of Higher Connection LLC.

The case centers on a complex corporate dispute where Ignite International initially prevailed on breach of contract claims against Higher Connection LLC at the district court level. However, the district court declined to pierce the corporate veil to hold Gleason and Baig personally liable for Higher Connection's debt to Ignite.

The district court had granted summary judgment for Ignite on the breach of contract claim against Higher Connection but ruled separately in favor of Gleason and Baig individually, effectively protecting them from personal liability for the corporate debt. This dual ruling created the unusual situation where the corporation was liable but its controlling managers were not.

The Ninth Circuit panel, consisting of Circuit Judges Collins, Mendoza, and Desai, heard oral arguments in Phoenix on Sept. 16, 2025. The case originated in the District of Arizona under Judge Michael T. Liburdi, who presided over the initial proceedings that began in 2021.

According to the appellate court's opinion, Ignite had affirmatively sought application of Arizona law before the district court. The appeals court noted that this strategic choice by Ignite's legal team resulted in a waiver of any argument that the district court should have applied different state law to the dispute.

The corporate veil piercing doctrine allows courts to hold individual shareholders or managers personally liable for corporate debts when certain conditions are met. Courts typically require a showing that the corporate form was used to perpetrate fraud, avoid legal obligations, or achieve other inequitable purposes.

While the opinion is marked "NOT FOR PUBLICATION," indicating it cannot serve as binding precedent, it provides insight into how federal appeals courts analyze corporate veil piercing claims in commercial disputes. The Ninth Circuit's decision to reverse and remand suggests the district court may have applied an incorrect legal standard or failed to consider material factual disputes.

The case involves multiple corporate entities, including Higher Connection LLC and Higher Connection 3PL LLC, both defendants in the original litigation. The "3PL" designation typically refers to third-party logistics companies, suggesting the dispute may involve supply chain or distribution arrangements.

Ignite International's appeal focused specifically on the district court's refusal to hold Gleason and Baig personally liable despite their roles as the LLC's sole members and managers. This type of challenge is common in commercial litigation where plaintiffs seek to recover damages directly from individuals who control corporate entities.

The Ninth Circuit's jurisdiction over the appeal stems from 28 U.S.C. § 1291, which grants federal appellate courts authority to review final judgments from district courts. The reversal indicates the appeals court found legal error in the lower court's analysis of the veil piercing claims.

Corporate law experts note that veil piercing cases often turn on specific factual circumstances, including whether corporate formalities were observed, whether personal and corporate assets were commingled, and whether the corporate structure was used to avoid legitimate obligations.

The remand order means the case returns to the district court for further proceedings consistent with the Ninth Circuit's analysis. This could involve additional discovery, motion practice, or potentially a trial on the personal liability claims against Gleason and Baig.

For Ignite International, the reversal represents a second chance to pursue personal liability claims against the Higher Connection managers. The Wyoming corporation had initially succeeded in proving breach of contract against the LLC but was denied the ability to collect directly from the individual defendants.

The case highlights the ongoing importance of corporate veil piercing doctrine in commercial disputes, particularly in cases involving closely held companies with limited shareholders or members. Courts must balance the fundamental principle of limited liability against situations where corporate structures may be misused.

The unpublished nature of the opinion means it cannot be cited as precedential authority in future cases, though it may still provide persuasive guidance for similar disputes in the Ninth Circuit's jurisdiction, which covers western states including Arizona, California, and others.

With the case now remanded, both parties will need to prepare for renewed litigation on the personal liability issues, potentially extending the dispute that originated more than four years ago in 2021.