of the [Hotel]”). It is also apparent from the Agreement that Lerfer and Calumet delegated the day-today management of Taber to Taber’s officers, Eugene and Linda Romano. Appel-lees have introduced no evidence to suggest that either Lerfer or Calumet ever usurped that role. In sum, the record reveals that Ler-fer and Calumet serve as holding companies which manage their assets in Taber, a separate, and legally distinct, partnership entity, and that all their “activities” as holding companies occur exclusively in New York. We need go no further. Under either the “nerve center” test or the “center of corporate activity” test, the principal place of business of both Lerfer and Calumet is New York. Cf. Vareka Invs., N.V. v. American Inv. Properties, Inc., 724 F.2d 907, 910 (11th Cir.) (<HOLDING>), cert. denied, 469 U.S. 826, 105 S.Ct. 107, 83
holding that under north carolina law a corporate parent cannot be held liable for the acts of its subsidiary unless the corporate structure is a sham holding that ecuador corporation which served as passive investment vehicle for florida real estate venture had principal place of business in ecuador where it maintained its corporate books and records made all corporate decisions held all corporate meetings hired its employees and obtained loans for the initial purchase of the venture holding that a corporate officer signing a contract in his corporate capacity is generally not liable for damages under the contract holding that grand jury testimony of officer and inhouse counsel for corporate defendant was properly admitted as admission against the corporate defendant holding that the general corporate laws are incorporated into the corporate charter