                            RECOMMENDED FOR FULL-TEXT PUBLICATION
                                 Pursuant to Sixth Circuit Rule 206
                                        File Name: 07a0090p.06

                     UNITED STATES COURT OF APPEALS
                                   FOR THE SIXTH CIRCUIT
                                     _________________


                                                     X
                            Plaintiffs-Appellants, -
 JAMES T. CORRIGAN, et al.,
                                                      -
                                                      -
                                                      -
                                                         No. 05-4625
          v.
                                                      ,
                                                       >
 UNITED STATES STEEL CORPORATION; KOBE STEEL, -
                                                      -
                           Defendants-Appellees. -
 LTD.,

                                                      -
                                                     N
                      Appeal from the United States District Court
                           for the Northern District of Ohio.
                 No. 03-01835—Kenneth S. McHargh, Magistrate Judge.
                                    Argued: November 2, 2006
                                Decided and Filed: March 5, 2007
                Before: RYAN, BATCHELDER, and SUTTON, Circuit Judges.
                                       _________________
                                            COUNSEL
ARGUED: Scott J. Orille, McINTYRE, KAHN & KRUSE CO., Cleveland, Ohio, for Appellants.
Dianne Foley, SPIETH, BELL, McCURDY & NEWELL, Cleveland, Ohio, Thomas J. Lee, TAFT,
STETTINIUS & HOLLISTER, Cleveland, Ohio, for Appellees. ON BRIEF: Scott J. Orille,
McINTYRE, KAHN & KRUSE CO., Cleveland, Ohio, for Appellants. Dianne Foley, SPIETH,
BELL, McCURDY & NEWELL, Cleveland, Ohio, Thomas J. Lee, Ronn J. Gehring, TAFT,
STETTINIUS & HOLLISTER, Cleveland, Ohio, Michael P. Duff, UNITED STATES STEEL
CORPORATION, Pittsburgh, Pennsylvania, for Appellees.
                                       _________________
                                           OPINION
                                       _________________
        RYAN, Circuit Judge. The plaintiffs, James T. Corrigan and William Watterson, are former
nonunion steel industry employees. After the two men retired, they sued United States Steel Corp.
(U.S. Steel) and Kobe Steel, Ltd., claiming entitlement to increased retirement benefits and damages
for age discrimination. Neither defendant was ever the plaintiffs’ direct employer. The district court
granted summary judgment for the defendants, holding that on both claims—retirement benefits and
age discrimination—the plaintiffs, to survive summary judgment, had to demonstrate that they were
entitled to pierce the defendant corporations’ corporate veils under Ohio law, and failed to do so.



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No. 05-4625           Corrigan, et al. v. United States Steel Corp., et al.                      Page 2


         We affirm the district court’s application of Ohio state law piercing standards, rather than
the federal law standards, and we agree that, as a matter of law, the plaintiffs have not made out a
justiciable case showing the defendants’ liability for the enhanced retirement benefits the plaintiffs
claim. However, we also conclude that the district court erred in finding against the plaintiffs on
their state law discrimination claim because the plaintiffs’ veil piercing efforts failed. We hold,
rather, that while the plaintiffs’ age discrimination claim against U.S. Steel required no veil piercing,
the claim fails because the plaintiffs have not shown that they are victims of unlawful age
discrimination.
        Accordingly, we affirm summary judgment in favor of the defendants.
                                                   I.
       In 1970, Corrigan and Watterson began working for USX Corporation, the corporate
predecessor to defendant U.S. Steel, at its Lorain Works facility. As a term of their employment
with USX, the plaintiffs were enrolled in a “30 and out” pension and retirement benefit plan, which
allowed nonunion workers, like the plaintiffs, to retire with full pension benefits once they had
completed 30 years of continuous service with USX. In May 1989, USX, Kobe Steel, USS Lorain
Holding Company, and Kobe/Lorain, Inc., entered into an agreement forming USS/Kobe Steel
Company (USS/Kobe) as an Ohio general partnership, the equal partners being USS Lorain and
Kobe/Lorain. USS Lorain was a wholly owned subsidiary of USX. Kobe/Lorain was a wholly
owned subsidiary of Kobe Delaware, Inc., which in turn was a wholly owned subsidiary of Kobe
Steel USA Holding, Inc., which in turn was a wholly owned subsidiary of defendant Kobe Steel.
Under the 1989 agreement, Lorain Works became a part of USS/Kobe, and the plaintiffs became
employees of USS/Kobe. The USX “30 and out” benefit plan continued to recognize service and
earnings with USS/Kobe for employees, such as the plaintiffs, who had worked for USX prior to
June 30, 1989.
        In 1999, Republic Technologies International Holdings, LLC (RTI), a new company in
which Kobe Steel and USX each held only a minority interest, agreed to purchase part of the Lorain
Works facility from USS/Kobe. At the same time, Lorain Tubular Company, LLC, a 50/50 joint
venture between a Kobe Steel subsidiary and USX before merging into U.S. Steel in 2001, agreed
to purchase the remaining part of the Lorain Works facility. Under the new 1999 Master
Restructuring Agreement governing these transactions, the plaintiffs became employees of RTI.
(This fact is critical.) USX agreed to continue to honor its employee benefit obligations and RTI
assumed the employee benefit obligations of USS/Kobe. The plaintiffs also requested employment
with Lorain Tubular, but they were not hired.
         In August 1999, RTI, the plaintiffs’ new employer, changed its retirement plans and froze
all age, service, and earnings accrual plans as of September 30, 1999. However, USX, the plaintiffs’
original employer, continued to offer the 30 year class pension. This meant that an employee who
had 30 years of service with USX, USS/Kobe, and RTI combined, but only 19 years of service with
USX, would be eligible for a 30 year class pension from USX, but the benefit would be paid only
for the 19 years of service to USX. RTI, which assumed USS/Kobe’s pension responsibilities, was
responsible for the remainder of the 30 year pension, i.e., 11 years of service. Watterson retired in
2000 and Corrigan retired in 2001. Each was awarded pension benefits based on 30 years of service,
but U.S. Steel paid only for the 19 years of service at USX.
       The plaintiffs filed suit in an Ohio court alleging claims of fraud, breach of contract, and
promissory estoppel to recover additional benefits they believe they are owed under the 30 year
pension plan, mainly the other 11 years of benefits. The plaintiffs also claimed USX discriminated
against them on the basis of age when its subsidiary, Lorain Tubular, did not hire them. USX
removed the case to federal district court, where summary judgment was granted for the defendants
No. 05-4625            Corrigan, et al. v. United States Steel Corp., et al.                       Page 3


on all claims. The court held that the plaintiffs failed to show, under Ohio state law standards for
piercing the corporate veil, that U.S. Steel, or USX, and Kobe Steel were not separate and distinct
from USS/Kobe and RTI. The plaintiffs appealed.
                                                    II.
        We review a summary judgment decision de novo, using the same standards considered by
the district court. Thomas v. Cohen, 453 F.3d 657, 660 (6th Cir. 2006). Summary judgment is
proper only where “the pleadings, depositions, answers to interrogatories, and admissions on file,
together with the affidavits, if any, show that there is no genuine issue as to any material fact and
that the moving party is entitled to a judgment as a matter of law.” Fed. R. Civ. P. 56(c). Summary
judgment must be entered against the opposing party, however, if that party “fails to make a showing
sufficient to establish the existence of an element essential to that party’s case, and on which [it] will
bear the burden of proof at trial.” Celotex Corp. v. Catrett, 477 U.S. 317, 322 (1986). In making
these determinations, the court “‘must view the factual evidence and draw all reasonable inferences
in favor of the non-moving party.’” Thomas, 453 F.3d at 660 (citation omitted). A grant of
summary judgment will be upheld only if the district court applied the proper law. Equitable Life
Assurance Soc’y of the U.S. v. Poe, 143 F.3d 1013, 1015-16 (6th Cir. 1998).
                                                   III.
        Under the long-standing Erie doctrine, in actions brought in federal court invoking diversity
jurisdiction, a court must apply the same substantive law as would have been applied if the action
had been brought in a state court of the jurisdiction where the federal court is located. Poe, 143 F.3d
at 1016 (citing Erie R.R. v. Tompkins, 304 U.S. 64 (1938)). When the success of a state law claim
brought in federal court under diversity jurisdiction is dependent on piercing the corporate veil, this
question of substantive law is governed by the law of the state in which the federal court sits. See,
e.g., Taylor Steel, Inc. v. Keeton, 417 F.3d 598, 604 (6th Cir. 2005). In this case, all the claims
brought by the plaintiffs—fraud, breach of contract, promissory estoppel, and age
discrimination—are governed by state law. Therefore, the district court, sitting in Ohio, properly
applied the State of Ohio’s piercing law.
        In Employment Retirement Income Security Act (ERISA) cases, some courts, including this
circuit, have applied a federal standard for piercing the corporate veil, see, e.g., Michigan
Carpenters Council Health and Welfare Fund v. C.J. Rogers, Inc., 933 F.2d 376, 384 (6th Cir.
1991); Lumpkin v. Envirodyne Indus., Inc., 933 F.2d 449, 460 (7th Cir. 1991), but they have done
so because the underlying ERISA claim is a federal law claim. See Lumpkin, 933 F.2d at 460, and
Alman v. Danin, 801 F.2d 1, 3-4 (1st Cir. 1986). Since the plaintiffs brought only state law claims,
cases applying a federal veil-piercing standard do not apply. Under the Erie doctrine, the district
court correctly applied the Ohio standard.
                                                   IV.
        The plaintiffs brought their claims of fraud, breach of contract, and promissory estoppel
against U.S. Steel and Kobe Steel, even though neither of these companies was their direct employer
when the alleged misdeeds took place. Rather, during the relevant time period, the plaintiffs worked
for USS/Kobe and RTI. The plaintiffs’ fraud claim is directed at statements made by the president
of USS/Kobe and the breach of contract claim is based on benefit provisions that bound only
USS/Kobe and RTI, not defendants U.S. Steel and Kobe Steel. Therefore, in order to hold U.S. Steel
and Kobe Steel liable for the actions of USS/Kobe and RTI, the plaintiffs must pierce the corporate
veil between these companies.
        A parent corporation generally is not liable for the acts of its subsidiary, even if its subsidiary
is wholly owned. United States v. Bestfoods, 524 U.S. 51, 61 (1998); LeRoux’s Billyle Supper Club
No. 05-4625           Corrigan, et al. v. United States Steel Corp., et al.                      Page 4


v. Ma, 602 N.E.2d 685, 687-88 (Ohio Ct. App. 1991). However, in extraordinary cases, such as the
corporate form being used for wrongful purposes, courts will pierce the corporate veil and disregard
the corporate entity, treating the parent corporation and its subsidiary as a single entity. Bestfoods,
524 U.S. at 62. In such cases, the subsidiary corporation is treated as the “alter ego” of the parent
corporation shareholder and the parent corporation may be held liable for the obligations of the
subsidiary. LeRoux’s Billyle, 602 N.E.2d at 688. The burden of proof to demonstrate grounds for
piercing the corporate veil is on the party seeking to impose liability on the parent corporation. Id.
at 689.
         Under Ohio law, a court will pierce the corporate veil if a plaintiff shows: (1) the parent’s
control over the subsidiary was “so complete” that the subsidiary had “no separate mind, will, or
existence of its own”; (2) the parent’s exercise of control over the subsidiary amounted to “fraud or
an illegal act” against the plaintiff; and (3) “injury or unjust loss resulted to the plaintiff from such
control and wrong.” Belvedere Condominium Unit Owners’ Ass’n v. R.E. Roark Cos., 617 N.E.2d
1075, 1077 (Ohio 1993); see also Carter- Jones Lumber Co. v. LTV Steel Co., 237 F.3d 745, 748
(6th Cir. 2001). To determine whether the first prong of this test has been satisfied, Ohio courts
often consider a variety of factors: (a) grossly inadequate capitalization; (b) failure to observe
corporate formalities; (c) insolvency of the debtor corporation at the time the debt was incurred;
(d) the parent holding itself out as personally liable for certain subsidiary obligations; (e) diversion
of funds or other property of the subsidiary for the parent’s use; (f) the absence of corporate records;
and (g) the fact that the subsidiary was a mere facade for the operations of the parent. LeRoux’s
Billyle, 602 N.E.2d at 689.
        While these factors are helpful in deciding the first prong—the extent of the parent’s control
over the subsidiary—a court should focus on principles of equity and whether the relationship is so
dominating that respecting it would be unjust. See Danziger v. Luse, 815 N.E.2d 658, 662, 667
(Ohio 2004); State ex rel. Petro v. Mercomp, Inc., 853 N.E.2d 1193, 1198 (Ohio Ct. App. 2006).
“[A] plaintiff must show that the individual and the corporation are fundamentally
indistinguishable.” Belvedere, 617 N.E.2d at 1086. In Danziger, the court found facts of some
overlapping management, but determined the evidence was insufficient to show the requisite
“complete control” of the subsidiary by the parent. 815 N.E.2d at 667. Specifically, the court
pointed to: “separate meetings, separate record keeping, separate shareholder meetings, different
assets owned and held by each corporation, different income streams, and the purely passive income
[of the shareholder].” Id. at 668.
         In this case, in order to pierce the corporate veils that separate U.S. Steel and Kobe Steel
from USS/Kobe and RTI, the plaintiffs must pierce a succession of corporate veils. USS/Kobe was
a general partnership with the equal partners being USS Lorain and Kobe/Lorain. Being general
partners, USS Lorain and Kobe/Lorain would be liable for USS/Kobe’s debts. Therefore, in order
to reach the assets of USX and Kobe Steel, the plaintiffs must show that the court should pierce the
corporate veils between USX and USS Lorain and between Kobe Steel, Kobe Delaware, Inc., Kobe
Steel USA Holding, Inc., and Kobe/Lorain. The plaintiffs also must pierce the corporate veil
between USX and Kobe Steel and RTI. Since RTI was not a subsidiary of USX or Kobe Steel, the
plaintiffs would have to succeed with their argument that RTI assumed the retirement benefit
liabilities of USS/Kobe, and then pierce the veil between USS/Kobe and USX and Kobe Steel.
Thus, all of the plaintiffs’ claims depend on piercing the veils between USS/Kobe and USX and
Kobe Steel.
        The plaintiffs try to satisfy the first prong of the Ohio veil piercing test—“complete control”
of the subsidiary by the parent—by arguing that USS/Kobe was the alter ego of both USX and Kobe
Steel because both the USX and Kobe Steel subsidiaries involved with USS/Kobe were formed
within one month of the creation of USS/Kobe; both USX and Kobe Steel were named to the
USS/Kobe partnership agreement and the 1999 Master Restructuring Agreement; and Kobe Steel
No. 05-4625            Corrigan, et al. v. United States Steel Corp., et al.                      Page 5


directly entered into agreements governing the operation of the Lorain Works facility. In addition,
the plaintiffs argue that while USS/Kobe had separate officers from its parent companies, they were
not independently employed, many employees were shared between the companies, and USX and
Kobe Steel controlled the companies.
        These arguments, both individually and taken together, fail to show that RTI or USS/Kobe
and Kobe Steel or USX were “fundamentally indistinguishable,” Belvedere, 617 N.E.2d at 1086, and
thus fail the first prong of Ohio’s veil piercing test. While the plaintiffs claim that Kobe Steel and
USX directly controlled USS/Kobe because they created the partner subsidiaries so close in time to
the creation of USS/Kobe, they have presented no evidence of this control and companies are not
required to wait a length of time to utilize the limited liability benefits of the parent-subsidiary
corporate form. Furthermore, the plaintiffs’ argument has even less force for Kobe Steel since the
plaintiffs have not even attempted to show that the court should pierce the corporate veil between
all the subsidiaries of Kobe Steel. Kobe Steel was separated from Kobe Lorain by two other
subsidiaries and the plaintiffs have not presented any evidence showing why the corporate form
should be disregarded as to each of these levels of subsidiaries. Since parent corporations generally
are not held liable for the acts of even wholly owned subsidiaries, LeRoux’s Billyle, 602 N.E.2d at
687-88, the plaintiffs’ first argument fails.
        The plaintiffs’ arguments regarding USX’s and Kobe Steel’s involvement in running
USS/Kobe are similarly unpersuasive. The plaintiffs must show that USX’s and Kobe Steel’s
control of their subsidiaries was “so complete” that the subsidiary had “no separate mind, will, or
existence of its own,” under the first prong of the piercing test. Belvedere, 617 N.E.2d at 1077.
While Kobe Steel and USX were parties to the USS/Kobe formation agreement and 1999 Master
Restructuring Agreement and Kobe Steel entered a few other agreements on behalf of Kobe Lorain,
the plaintiffs have not presented evidence demonstrating that these were not isolated incidents of
control by USX and Kobe Steel. These incidents do not show that USX or Kobe Steel had taken
over the day-to-day operations of USS/Kobe or that USS/Kobe lacked control over its own
operations.
        Similarly, the plaintiffs’ claim that USS/Kobe shared officers and employees with USX and
Kobe Steel does not give us a reason to pierce the corporate veils separating the corporations. The
plaintiffs mainly rely on testimony from USS/Kobe’s president to support their claim that
USS/Kobe’s management committee was comprised of USX and Kobe Steel employees. However,
the USS/Kobe president also testified that USS/Kobe’s management committee did not handle the
day-to-day operations of USS/Kobe. The plaintiffs offer no evidence to disprove this testimony or
to show that USX and Kobe Steel employees controlled USS/Kobe. Furthermore, even taking the
plaintiffs’ claim as accurate, proof of some overlapping management between subsidiary and parent
is an insufficient basis to pierce the corporate veil. Danziger, 815 N.E.2d at 668; Bestfoods, 524
U.S. at 62.
        The plaintiffs have neither alleged nor shown a number of other factors Ohio courts have
found material to justify veil piercing: (a) grossly inadequate capitalization; (b) failure to observe
corporate formalities; (c) insolvency of the debtor corporation at the time the debt was incurred;
(d) the parent holding itself out as personally liable for certain subsidiary obligations; (e) diversion
of funds or other property of the subsidiary for the parent’s use; (f) the absence of corporate records;
and (g) the fact that the subsidiary was a mere facade for the operations of the parent. LeRoux’s
Billyle, 602 N.E.2d at 689. The plaintiffs allege only (g) and their conclusory claims fall short
because the evidence does not show that USS/Kobe has been dominated and controlled by U.S. Steel
or Kobe Steel.
        The plaintiffs have failed to satisfy the first prong of the Ohio piercing test and so no analysis
of the other two prongs is necessary. The district court properly found that the plaintiffs could not
No. 05-4625           Corrigan, et al. v. United States Steel Corp., et al.                     Page 6


pierce the corporate veil and properly granted summary judgment in favor of the defendants on the
plaintiffs’ claims of fraud, breach of contract, and promissory estoppel.
                                                  V.
       We turn now to the plaintiffs’ age discrimination claim. The plaintiffs claim that they were
discriminated against because of their age when they applied for positions with Lorain Tubular in
1999. They might have brought age discrimination claims directly against Lorain Tubular; however,
Lorain Tubular merged into U.S. Steel in 2001 and ceased to exist. While generally purchasers of
a corporation’s assets are not liable for the debts and obligations of the seller corporation, one clear
exception is where “the transaction amounts to a de facto consolidation or merger,” which we will
assume was the legal effect of the U.S. Steel takeover of Lorain Tubular. Welco Indus., Inc. v.
Applied Cos., 617 N.E.2d 1129, 1130-31 (Ohio 1993). U.S. Steel assumed the rights and obligations
of Lorain Tubular when it took over the company. We will treat the plaintiffs’ age discrimination
claim as a direct claim against U.S. Steel, which does not require piercing the corporate veil between
U.S. Steel and Lorain Tubular as the district court mistakenly concluded.
       Ordinarily, we would remand to the district court to decide whether U.S. Steel is entitled to
summary judgment on the plaintiffs’ age discrimination claim. However, the parties agree that there
are no material facts at issue for this claim, and so we will decide the claim ourselves instead of
sending the issue back to the district court. We find that the plaintiffs have failed to allege an
adequate claim of age discrimination and affirm the summary judgment in favor of U.S. Steel.
        Ohio courts generally decide state law age discrimination claims under federal law
interpreting Title VII. Bucher v. Sibcy Cline, Inc., 738 N.E.2d 435, 442 (Ohio Ct. App. 2000). A
Title VII-type analysis involves determining whether a plaintiff has made a prima facie case under
the McDonnell Douglas formula. Mauzy v. Kelly Servs., Inc., 664 N.E.2d 1272, 1276 (Ohio 1996);
McDonnell Douglas Corp. v. Green, 411 U.S. 792, 802 (1973). Where there is no direct evidence
of discrimination, McDonnell Douglas calls for a burden-shifting regime, Majewski v. Automatic
Data Processing, Inc., 274 F.3d 1106, 1115 (6th Cir. 2001), under which a plaintiff has the initial
burden of demonstrating that: (1) he was a member of the statutorily protected class; (2) he suffered
an adverse employment decision; (3) he was qualified for the job; and (4) he was rejected in favor
of a person not belonging to the protected class. Mittman v. Bahls, 772 N.E.2d 181, 189-90 (Ohio
Ct. App. 2002) (citing Barker v. Scovill, Inc., 451 N.E.2d 807, 808 (1983), holding modified on
other grounds by Kohmescher v. Kroger Co., 575 N.E.2d 439 (Ohio 1991)). The protected class
includes all workers 40 years old or older. Grosjean v. First Energy Corp., 349 F.3d 332, 335 (6th
Cir. 2003). The last prong, (4), “require[s] replacement not by a person outside the protected class,
but merely replacement by a significantly younger person.” Id. “Significantly younger” has been
interpreted to mean someone 8 years younger or more. Id. at 340.
         The plaintiffs applied for a number of positions with Lorain Tubular in August 1999. The
first group of jobs the plaintiffs sought came into existence because the Lorain facility split up its
operations. The result was a number of openings at Lorain Tubular including: department manager
for maintenance and engineering; electrical engineering and high voltage maintenance manager;
mechanical engineering and environmental manager; three shift managers of maintenance services;
tubular information systems manager; and shift manager #3 for seamless finishing. The plaintiffs
have met the requirements of the first two prongs of a prima facie case of age discrimination because
both were more than 40 years old when they applied and lost benefits when they were not hired for
the positions. However, neither plaintiff offers any evidence for his qualification for these jobs and
most of the evidence in the record is to the contrary. The plaintiffs admitted at deposition that for
many of these positions they were either not qualified, needed significant training, or that the person
hired was much more qualified. Even assuming they were qualified, the plaintiffs do not point to
any evidence that they were replaced by “significantly younger” people, and indeed once again the
No. 05-4625            Corrigan, et al. v. United States Steel Corp., et al.                      Page 7


evidence that does exist is to the contrary. The positions of the three shift managers, the shift
manager #3 for seamless finishing, and the tubular information systems manager were filled by
qualified employees above the age of 40.
        The second group of jobs the plaintiffs applied for were two openings as a #4 seamless
operations manager. The plaintiffs present some argument to support a prima facie case for these
two positions, but still fall short. Once again the plaintiffs satisfy the first two prongs of their prima
facie case because both the plaintiffs were more than 40 years old when they applied and lost
benefits when they were not hired for the positions. They also presented some evidence in the form
of deposition testimony supporting their qualifications for these positions, and arguably satisfy the
third prong. But they fail to establish the fourth prong of a prima facie case for one of the two
positions because that position was filled by a person the plaintiffs admit was over age 40. But the
other position was filled by a person significantly under the age of 40, and so we will assume that
the plaintiffs made out their prima facie case for this one position.
        Once a plaintiff establishes a prima facie case and raises a presumption of discrimination,
the burden shifts to the defendant to show that the defendant acted for a legitimate nondiscriminatory
reason. Texas Dep’t of Cmty. Affairs v. Burdine, 450 U.S. 248, 253 (1981); Manzer v. Diamond
Shamrock Chems. Co., 29 F.3d 1078, 1082 (6th Cir. 1994). Once the defendant presents these
reasons, the burden of proceeding shifts back to the plaintiff who now has the burden of proving that
the employers’ proffered nondiscriminatory reasons are pretextual. Burdine, 450 U.S. at 255-56.
To show pretext, a plaintiff must prove by a preponderance of the evidence that the employer’s
proffered reasons: (a) had no basis in fact; (b) did not actually motivate the non-hiring; or (c) were
insufficient to motivate the refusal to hire. Manzer, 29 F.3d at 1084.
        Here, as to the position in question, defendant U.S. Steel argues that Lorain Tubular hired
the younger Chris Knight rather than the plaintiffs because Knight had better qualifications.
According to the deposition testimony of the U.S. Steel manager of employee relations, Knight had
previous supervisory operations management experience in manufacturing and a degree in
operations management. This nondiscriminatory explanation shifts the burden to the plaintiffs to
prove this reason is a pretext. In response, the plaintiffs offer only conclusory statements that this
reason is a pretext and do not support their claims with evidence showing that the defendant U.S.
Steel’s nondiscriminatory reason had no basis in fact, did not motivate the employment decision,
or were insufficient to motivate the employment decision. Id. Consequently, the plaintiffs have
failed to meet their burden and have not shown age discrimination for this position.
      The plaintiffs cannot satisfy their McDonnell Douglas burdens for any position with Lorain
Tubular and, therefore, fail in their age discrimination claims.
                                                   VI.
       Because the plaintiffs cannot pierce the corporate veil and did not present adequate evidence
to support age discrimination claims, the district court’s summary judgment in favor of defendants
U.S. Steel and Kobe Steel is AFFIRMED.
