March 31, 1993        [NOT FOR PUBLICATION]
                United States Court of Appeals
                    For the First Circuit
                                         

No. 92-2107

           ROBERT PLOUFFE, d/b/a HOBBIES UNLIMITED,

                    Plaintiff, Appellant,

                              v.

                   NEW PACE, INC., ET AL.,

                    Defendants, Appellees.

                                         

         APPEAL FROM THE UNITED STATES DISTRICT COURT

               FOR THE DISTRICT OF RHODE ISLAND

    [Hon. Raymond J. Pettine, Senior U.S. District Judge]
                                                        

                                         

                            Before

                 Torruella, Selya, and Stahl,

                       Circuit Judges.
                                     

                                         

Jeffrey A. Lanphear for appellant.
                   

Peter F. Mathieu with  whom Dennis S. Baluch and Baluch, Mahoney &amp;
                                                                  
Gianfrancesco were on brief for appellees.
         

                                         

                                         

          Per  Curiam.   In this  appeal, plaintiff-appellant
                     

Robert Plouffe claims that  the district court (1) improperly

vacated an entry  of default in order to reach  the merits of

his book account claim; and (2) erred when, upon reaching the

merits,  it declined to pierce the corporate veil in order to

hold  defendants-appellees Bruce  and Pamela  Ross personally

liable on the claim.  Finding no error, we affirm.

                              I.
                                

           FACTUAL BACKGROUND AND PRIOR PROCEEDINGS
                                                   

          In  1983, Bruce  and Pamela  Ross formed  New Pace,

Inc.  (hereinafter "New Pace"),  a Massachusetts corporation,

in  order to own and operate hobby shops in Massachusetts and

New  Hampshire.    From  approximately  1983  to  1990,  they

purchased hobby supplies  for their stores from  Plouffe.  By

1990, however, the stores had failed, the corporation and the

Rosses were insolvent, and Plouffe was owed over $61,000.

          In  May  of  1990,  Plouffe  commenced  a diversity

action  in Rhode  Island Federal  District Court  against New

Pace and against  the Rosses individually  for the amount  of

the debt.  The  Rosses failed to answer the  complaint within

twenty days as required by Fed. R. Civ. P. 12(a), and Plouffe

promptly filed for an entry of  default under Fed. R. Civ. P.

55.   

          Subsequent  to  the  entry  of  default,  New  Pace

admitted  liability  on the  full amount  of  the debt.   The

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Rosses, however, denying personal liability,  moved to vacate

the  entry  of default  against  them.    A Magistrate  Judge

granted the motion to vacate, and the case went to trial.

          The  sole  issue at  the  one-day  bench trial  was

whether the Rosses  should be held personally  liable for New

Pace's debt.  The evidence at trial  showed that New Pace had

failed  to observe  several corporate  formalities, including

record-keeping and holding annual meetings.   The corporation

had, however, filed corporate income tax  returns, maintained

a separate corporate bank  account, and made all  payments to

Plouffe from  the corporate account.   Moreover, the district

court  found no bad faith or  misuse of the corporate form by

the Rosses.   Accordingly, it declined  Plouffe's entreaty to

disregard the  corporate form and hold  the Rosses personally

liable  on  New Pace's  debt.   As  noted above,  Plouffe now

argues  that the  district court  erred in  (1)  vacating the

entry of default; (2) refusing to hold  the Rosses personally

liable on the debt.  We address these arguments in turn.

                             II.
                                

                          DISCUSSION
                                    

A.  The Default
               

            While there is no precise formula for determining

when to set aside a default, a district court should consider

"`whether the  default was willful, whether  setting it aside

would  prejudice  the adversary,  and  whether a  meritorious

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defense is  presented.'" Leshore v. County  of Worcester, 945
                                                        

F.2d 471, 472 (1st  Cir. 1991) (quoting Coon v.  Grenier, 867
                                                        

F.2d  73,  76  (1st  Cir. 1989))  (citation  omitted).    Our

standard  of review  on appeal is  deferential.   "A district

court's action on a motion to set aside a default lies within

the court's  sound discretion  and should be  overturned only

for abuse of that discretion."  Id.  Moreover, we are  guided
                                   

by  the  "`philosophy  that  actions   should  ordinarily  be

resolved on their merits.'"   Id. (quoting Coon, 876  F.2d at
                                               

76).

          A  careful review of the record in the instant case

satisfies us  that the Magistrate Judge  properly weighed the

factors  of  willfulness,  prejudice  and the  merit  of  the

defense  in  vacating  the  entry of  default.    The  record

presents  no  evidence  of  willful default  by  the  Rosses;

Plouffe  failed  to articulate  any  prejudice;1  and, as  is

demonstrated more fully infra,  the Rosses' defense that they
                             

were  not personally  liable for  the debts  of New  Pace was

meritorious.  Accordingly, we find no  abuse of discretion in

the Magistrate Judge's order vacating the entry of default.2

                    

1.  Both below  and on appeal, Plouffe  has insisted, without
elaboration,  that he was  prejudiced by the  passage of time
which  followed the  default.  We  agree with  the Magistrate
Judge that, Plouffe's  insistence aside, the record  provides
no evidence of prejudice due to the passage of time.

2.  Plouffe  also argues that he  is entitled to  the cost of
personal service on New Pace and the Rosses because he served
them  once   by  mail,   received  no   acknowledgement,  and

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B.  Piercing the Corporate Veil
                               

          Plouffe's second ground for appeal fares no better.

Relying almost exclusively on  the Rosses' failure to observe

corporate formalities, Plouffe argues that the district court

erred  in declining to pierce the corporate veil and hold the

Rosses personally liable on New Pace's debt.

          Under  Massachusetts  law,3   while  disregard   of

corporate formalities is one  factor which courts consider in

determining whether  to  disregard the  corporate  form,  see
                                                             

Evans  v.  Multicon Constr.  Corp.,  574  N.E.2d 395,  398-99
                                  

(Mass.  App. Ct.  1991);  Pepsi-Cola Metro.  Bottling Co.  v.
                                                         

                    

subsequently effected personal service as required by Fed. R.
Civ.  P.  4(c)(2)(C)(ii).    Costs  are  allowed  in  such  a
situation  "[u]nless good cause is  shown."  Fed.  R. Civ. P.
4(c)(2)(D).   In the instant case, the Magistrate Judge heard
evidence  on  the  Rosses'  failure  to  acknowledge service,
including their assertions that  they were preoccupied trying
to keep their business afloat and that they had no counsel in
Rhode Island.   Based on this evidence, the  Magistrate Judge
determined that  good cause  had been  shown for the  Rosses'
failure to acknowledge service by mail.  Plouffe v. New Pace,
                                                             
Inc.,  1992  WL  426456,  at  *1  (D.R.I.   July  19,  1992).
    
Reviewing  this determination  under  an abuse  of discretion
standard, Coon, 867 F.2d at 76, we find nothing in the record
              
which  would warrant reversing the Magistrate Judge's finding
of good cause.  
          To the  extent that  Plouffe seeks other  costs and
attorney's fees, he does so in a perfunctory manner.  We have
often  warned that  arguments made  in a  perfunctory manner,
unaccompanied by some effort at developed argumentation,  are
deemed waived.    Federal Deposit  Ins. Co.  v. World  Univ.,
                                                             
Inc.,  978  F.2d 10,  15 (1st  Cir.  1992).   Accordingly, we
    
reject Plouffe's additional requests for costs and attorney's
fees.

3.  The parties do not dispute that Massachusetts law governs
the issue of  whether the  Rosses are to  be held  personally
liable for New Pace's debts.  

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Checkers, Inc., 754 F.2d 10, 14-16  (1st Cir. 1985) (applying
              

Massachusetts  law), it is by no means the sole determinative

factor.   Rather, courts examine a series of factors to "form

an opinion  whether  the  over-all  structure  and  operation

misleads."    Evans,  574  N.E.2d   at  400.    Of  paramount
                   

importance is  the fact that, without  exception, "[t]here is

present in the  cases which have looked through the corporate

form  an  element of  dubious  manipulation  and contrivance,

finagling,  such that corporate  identities are  confused and

third  parties  cannot be  quite certain  with what  they are

dealing."  Id.
              

          After hearing Bruce  Ross's testimony and reviewing

all of the evidence at trial, the district court specifically

found no such dubious manipulation or contrivance on the part

of  the  Rosses.4   We  find  nothing  to  suggest that  this

factual finding was erroneous.   

           In addition, while the Rosses'  record-keeping was

clearly  insufficient under  Massachusetts law, we  note that

New Pace met its corporate obligations at least to the extent

that it  (1) filed  corporate tax returns;  (2) maintained  a

separate  corporate  bank  account;   and  (3)  paid  Plouffe

exclusively from this corporate account.  In sum, the  record

                    

4.  In its final order, the district stated: "There is simply
no doubt that the defendant, Mr. Ross, is not a conniver.  He
is  merely   unsophisticated   and  ignorant   of   corporate
niceties."  

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offers no  evidence suggesting that the  Rosses' conduct rose

to a  level which justifies disregarding  the corporate form.

Accordingly,  we  decline  to  disturb  the  district court's

verdict in favor of the Rosses.5  

                             III.
                                 

                          CONCLUSION
                                    

          For  the  foregoing  reasons,   the  order  of  the

district court is affirmed.
                          

                    

5.  Plouffe also  argues that the Rosses  assumed or admitted
personal  liability on New Pace's debt when Bruce Ross sent a
letter  to his  creditors,  including Plouffe,  promising  to
repay  his debts.    It is  well  established that  where  an
individual  assumes personal  responsibility for  a corporate
debt  due  to  a belief  that  s/he  is  morally, though  not
legally, inclined to do so,  such an agreement is  gratuitous
and unenforceable  due to lack of consideration.   See, e.g.,
                                                            
Gishen  v. Dura  Corp.,  285 N.E.2d  117,  123 (Mass.  1972).
                      
Bruce  Ross's  testimony at  trial,  as  well as  his  letter
promising  to  pay New  Pace's  debts,  established that  his
promise  to  pay  was  exactly  such  a  gratuitous  promise.
Accordingly, we  agree with  the district court's  finding of
unenforceability.
          In  addition,  Plouffe   raises  issues  of  unjust
enrichment  and quasi-contract.    To the  extent that  these
arguments were made to the district court, they were  offered
for  the first time in  a perfunctory manner  in a post-trial
memorandum.  It  is well  settled that "arguments  made in  a
perfunctory manner below are deemed waived on appeal."  World
                                                             
University,  978 F.2d at 16.  Thus, we treat Plouffe's unjust
          
enrichment and quasi-contract arguments as waived.  Moreover,
even if we were to reach these arguments on their merits, our
decision that Plouffe contracted with  New Pace, and not with
                                                        
the Rosses,  would preclude  Plouffe from  recovering against
the  Rosses  on  theories  of unjust  enrichment  and  quasi-
contract.
          Finally, to  the extent  that Plouffe raises  other
arguments on appeal (such as his insistence that the district
court  should  have  levied  sanctions  and  entered  summary
judgment in his  favor), they are meritless and  are rejected
without further comment.

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