Justia Business Law Opinion Summaries
Goldgroup Resources v. Dynaresource De Mexico
Respondents-Appellants DynaResource de Mexico, S.A. de C.V. and DynaResource, Inc. (“DynaResources”) appealed the district court’s confirmation of an arbitration award in Applicant-Appellee Goldgroup’s favor. This case involves a protracted dispute over a contract relating to a gold mining operation in Mexico. Goldgroup is a subsidiary of a Canadian company with a portfolio of projects in Mexico. DynaUSA, a Texas-based company, incorporated DynaMexico specifically for the purpose of developing the San Jose de Gracia property in the Sinaloa region of Northern Mexico. In 2006, Goldgroup and DynaResources entered into an Earn In/Option Agreement (the “Option Agreement”) which gave Goldgroup the right to earn up to a 50 percent equity interest in DynaMexico if Goldgroup invested a total of $18 million in four phases over approximately four years. The Option Agreement contained a dispute resolution provision specifying that “[a]ll questions or matters in dispute under this Agreement shall be submitted to binding arbitration . . . in Denver, Colorado under the Rules of the American Arbitration Association (‘AAA’) by a single arbitrator selected by the parties.” The Option Agreement also states that Mexican law applies “in respect to the shares of DynaMexico and the acquisition thereof,” and that venue and jurisdiction for any dispute under the Option Agreement would be in Denver. In 2011, Goldgroup exercised its option, became a 50 percent shareholder in DynaMexico, and appointed two directors. However, before the parties could agree on the fifth director, their relationship broke down due to a dispute over management issues. In 2012, DynaResources filed the first of numerous lawsuits between the parties; Goldgroup defended in part by arguing that DynaResources’s claims were subject to arbitration. Finding no reversible error to the district court's judgment, the Tenth Circuit Court of Appeals affirmed. View "Goldgroup Resources v. Dynaresource De Mexico" on Justia Law
Wayne L. Ryan Revocable Trust v. Ryan
The Supreme Court affirmed the judgment of the lower court determining the fair value of certain shares to be purchased by a corporation to be $467 million and awarding the petitioning shareholder $256 million in prejudgment interest, holding that this appeal was without merit.The successor president and chief executive officer (CEO) of Streck, Inc. implemented a sales process that failed to produce an offer acceptable to the majority shareholder, and the corporation was not sold. The majority shareholder sued Streck and its president and CEO, alleging breach of fiduciary duty and shareholder oppression. Streck opted to purchase the petitioning shareholder's shares and, after a trial, the court determined the fair value of the shares and awarded the petitioning shareholder prejudgment interest. The Supreme Court affirmed, holding that Streck's appeal was without merit. View "Wayne L. Ryan Revocable Trust v. Ryan" on Justia Law
Pacific Gulf Shipping Co. v. Vigorous Shipping & Trading S.A.
In this admiralty case, Pacific Gulf, in possession of an arbitral award against Adamastos Shipping, tried to collect from Blue Wall and Vigorous Shipping on the grounds that they are either successors to or alter-egos of Adamastos. The district court dismissed the successor-liability claim and granted summary judgment to Blue Wall and Vigorous on the alter-ego claim.After determining that Pacific Gulf has standing, the panel applied federal common law and joined other courts in holding that maritime law requires a transfer of all or substantially all of the predecessor's assets to the alleged successor before successor liability will be imposed on that alleged successor. In this case, the panel concluded that Pacific Gulf has failed to plead that Blue Wall and its subsidiaries "comprise successor corporate business entities of" Adamastos. The panel explained that Pacific Gulf alleged no transfer of any assets (let alone all or substantially all) from Adamastos to Blue Wall or its subsidiaries. Therefore, because Pacific Gulf failed to plead a factual prerequisite to corporate successorship, the district court correctly dismissed the claim based on that theory.The panel also agreed with the district court that Pacific Gulf's discovery revealed nothing to allow a reasonable juror to rule in its favor on the alter-ego theory. Viewing the record as a whole, the panel considered the factors for determining whether a party has pierced the corporate veil and agreed with the district court that Pacific Gulf came away "empty handed" from discovery. Therefore, there is insufficient evidence to support a finding that either Blue Wall or Vigorous was operated as an alter-ego of Adamastos. View "Pacific Gulf Shipping Co. v. Vigorous Shipping & Trading S.A." on Justia Law
Deluxe Entertainment Services Inc. v. DLX Acquisition Corp.
The Court of Chancery granted Defendants' motion for judgment on the pleadings in this action seeking to draw or claw back several million dollars in cash, holding that Defendants were entitled to the motion.Seller sold all outstanding shares of its wholly owned subsidiary (together, with its subsidiaries, Target) to Buyer (together with Target, Defendants). All of Target's assets, except for those excluded by the parties' purchase agreement, were transferred in the stock transaction (the disputed cash). After the transaction closed, millions of dollars in cash remained in Target's bank accounts. Seller asked Buyer to return the disputed cash but Buyer refused. Seller then brought this complaint. Defendants sought judgment on the pleadings in their favor. The Court of Chancery granted the motion, holding that no material issue of fact existed and that Defendants were entitled to judgment as a matter of law. View "Deluxe Entertainment Services Inc. v. DLX Acquisition Corp." on Justia Law
Eletech, Inc. v. Conveyance Consulting Group, Inc.
The Supreme Court affirmed the judgment of the district court entered against Appellants - Conveyance Consulting Group, Inc., Jones Consulting Inc., and Jonathan Jones - holding that Appellants' claims were either waived or without merit.Eletech, Inc. brought this action alleging that Jones, the former Vice President of Eletech, engaged in self-dealing and interfered with business opportunities. The court entered judgment in favor of Eletech as a discovery sanction and dismissed Appellants' counterclaim. Appellants appealed, arguing that the district court abused its discretion in granting motions to withdraw, motions to compel, and a motion for sanctions. The Supreme Court affirmed, holding that Appellants' claims were unavailing. View "Eletech, Inc. v. Conveyance Consulting Group, Inc." on Justia Law
Guzman v. Johnson
The Supreme Court affirmed the judgment of the district court dismissing Appellant's shareholder complaint against Appellees, the individual directors of a corporation and its controlling stockholder, holding that Appellant failed to rebut the business judgment rule and allege particularized facts demonstrating the requisite breach of fiduciary duty.In her complaint, Appellant alleged breach of fiduciary duty and sought damages from a merger. The district court dismissed the complaint for failure to state a claim, determining that the business judgment rule applied. The Supreme Court affirmed, holding (1) Nev. Rev. Stat. 78.138 and Chur v. Eighth Judicial District Court, 458 P.3d 336 (Nev. 2020), foreclose the inherent fairness standard that previously allowed a shareholder to automatically rebut the business judgment rule and shift the burden of proof to the director; and (2) the district court properly dismissed Appellant's complaint. View "Guzman v. Johnson" on Justia Law
Ford Motor Co. v. Montana Eighth Judicial District Court
Ford, incorporated in Delaware and headquartered in Michigan, markets, sells, and services its products across the U.S. and overseas and encourages a resale market for its vehicles. Montana and Minnesota courts exercised jurisdiction over Ford in products-liability suits stemming from car accidents that injured state residents. The vehicles were designed and manufactured elsewhere, and originally were sold outside the forum states.The Supreme Court affirmed the rejection of Ford's jurisdictional arguments. The connection between the claims and Ford’s activities in the forum states is close enough to support specific jurisdiction. A state court may exercise general jurisdiction only when a defendant is “essentially at home” in the state. Specific jurisdiction covers defendants less intimately connected with a state if there was “some act by which [defendant] purposefully avails itself of the privilege of conducting activities within the forum State” and the claims “must arise out of or relate to the defendant’s contacts” with the forum.Ford purposefully availed itself of the privilege of conducting activities in both states. There is no requirement of a causal link locating jurisdiction only in the state where Ford sold the car in question or the states where Ford designed and manufactured the vehicle. Specific jurisdiction attaches in cases in which a company cultivates a market for a product in the forum state and the product malfunctions there. Ford advertises and markets its vehicles in Montana and Minnesota and fosters ongoing connections to Ford owners. Because Ford systematically served a market in Montana and Minnesota for the very vehicles that the plaintiffs allege malfunctioned and injured them in those states, there is a strong “relationship among the defendant, the forum, and the litigation.” View "Ford Motor Co. v. Montana Eighth Judicial District Court" on Justia Law
Always Busy Consulting v. Babford & Company
The Pennsylvania Supreme Court granted discretionary review to consider whether a notice of appeal filed at a single docket number corresponding to the lead case of multiple consolidated civil cases should have been quashed for failing to satisfy the requirements of Pa.R.A.P. 341(a) as interpreted in Commonwealth v. Walker, 185 A.3d 969 (Pa. 2018). The Superior Court relied on Walker to quash the appeal below at one docket number, but the Supreme Court held Walker was inapplicable to the particular facts of this case and therefore reversed. View "Always Busy Consulting v. Babford & Company" on Justia Law
Attorney General v. Facebook, Inc.
In this case involving the Attorney General's investigation into Facebook, Inc. under Mass. Gen. Laws ch. 93A focusing on whether Facebook misrepresented the extent to which it protected or misused user data the Supreme Judicial Court held that most of the civil investigative demands (demands) served by the Attorney General were not covered by the attorney-client privilege but that the work product doctrine applied to the documents requested.After potential widespread misuse of Facebook user data by third-party applications was reported Facebook started an investigation, known as the app developer investigation (ADI), to identify the extent to which the apps had misused user data and to determine potential resulting legal liabilities. At issue were six requests contained with the Attorney General's demands. Facebook argued that the attorney-client privilege and the work product doctrine protected the information. A judge determined that most of the information was neither privileged nor work product. The Supreme Judicial Court reversed in part, holding (1) the documents sought by the first five requests were covered by the work product doctrine; (2) the sixth request required further review; and (3) a remand was required to determined whether some of the documents requested constituted opinion work product. View "Attorney General v. Facebook, Inc." on Justia Law
Next Technologies, Inc. v. Beyond the Office Door LLC
Next makes office equipment and refers potential customers to reviews that rate its products highly. Next's competitor, Beyond, published reviews critiquing Next’s standing desks. Instead of pursuing a claim under the Lanham Act, 15 U.S.C. 1125, Next sued in federal court under diversity jurisdiction, relying on Wisconsin’s common law of defamation. The district judge treated product reviews and political commentary as equivalent and cited the Constitution, holding that because Next is a “limited-purpose public figure”—made so by its own efforts to sell its wares—all criticism by a competitor is constitutionally protected unless the statements are knowingly false or made with reckless indifference to their truth. The court concluded that the standard was not met. The Seventh Circuit affirmed on other grounds, stating that it was “skeptical” about the trial court’s use of the Constitution. On the district court’s approach, few claims under the Lanham Act ever could succeed, and commercial advertising would be treated just like political campaigning. Next failed to state a claim under Wisconsin law. “Whatever one can say about whether both gray paint and polished metal should be called ‘silver,’ or whether two circuit boards are as good as one, these are not ‘false assertions of specific unfavorable facts.’” View "Next Technologies, Inc. v. Beyond the Office Door LLC" on Justia Law