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In 2015 the Pittsburgh City Council passed and Mayor William Peduto (collectively, “the City”) signed the Paid Sick Days Act (“PSDA”) and the Safe and Secure Buildings Act (“SSBA”). Plaintiff-appellees (collectively, “Challengers”) filed suit seeking declaratory and injunctive relief, challenging the PSDA’s and SSBA’s validity on the basis that the HRC precluded the City from imposing the burdens those ordinances entailed upon local employers. The Allegheny County Court of Common Pleas considered the challenges to both laws, and found, in separate decisions issued within four days of each other, that both ordinances were ultra vires as impermissible business regulations pursuant to Section 2962(f) of the Home Rule Charter and Optional Plans Law (“the HRC”). The Pennsylvania Supreme Court was asked to consider whether these ordinances ran afoul of the qualified statutory preclusion of local regulations that burden business. The Court held that the PSDA did not exceed those limitations, but that the SSBA did. View "Pa. Rstrnt & Lodging v. City of Pittsburgh" on Justia Law

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At the times relevant to this litigation, the appellants, Baer Buick GMC and Grata Chevrolet (“Dealers”), and the appellee, General Motors, LLC, were parties to dealer sales and service agreements, per which Dealers sold and serviced vehicles manufactured by General Motors. Under the contractual terms, Dealers committed to performing repairs required by limited warranties extended by General Motors upon sales with no additional charge to customers (albeit that the projected cost of such repairs was factored into the purchase price for new vehicles). General Motors was then required to reimburse Dealers in accordance with a Service Policies and Procedures Manual (the “SPPM”). Through the SPPM, General Motors agreed to pay dealers at large for labor during warranty work under either of two options, denominated “Option A (Retail Rate) and Option C (CPI-based).” Option C, apparently, was the preferred option among dealers for labor reimbursement. General Motors’ standard reimbursement policy for parts installed in connection with warranty repairs was to pay one hundred and forty percent of the dealers’ costs. Apparently, both labor reimbursement alternatives, Options A and C, were initially made available to all dealers regardless of whether they sought reimbursement for parts under the standard contractual methodology or invoked an alternative rate, presumably under a governing regulatory statute. In 2012, however, General Motors instituted a policy effectively rendering any dealer pursuing an alternative reimbursement methodology for calculating warranty parts reimbursement ineligible for contractually-based Option C reimbursement for labor. Dealers, along with several other franchise dealers, lodged a protest with the State Board of Vehicle Manufacturers, Dealers and Salespersons (the “Board”), claiming that General Motors violated Section 9(a)(3) of the Board of Vehicles Act by contractually changing the manner in which it reimbursed dealers for warranty labor, when Dealers had merely exercised their statutory rights concerning reimbursement for warranty parts. They also challenged General Motors’ ability to impose a surcharge on dealers that elect the statutory retail reimbursement rate for warranty parts but not labor. In response, General Motors contended that nothing in the Act guaranteed dealers the right to participate in Option C, which was purely a matter of contract. After review, the Pennsylvania Supreme Court affirmed the order of the Commonwealth Court as it related to Section 9(a), and reversed as concerned Section 9(b.4)(1)(i). View "General Motors, LLC v. St Brd/Vehicle Manufacturer" on Justia Law

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In 2005 Paramount leased a parcel of highway-adjacent property in Bellwood, Illinois, planning to erect a billboard. Paramount never applied for a local permit. When Bellwood enacted a ban on new billboard permits in 2009, Paramount lost the opportunity to build its sign. Paramount later sought to take advantage of an exception to the ban for village-owned property, offering to lease a different parcel of highway-adjacent property directly from Bellwood. Bellwood accepted an offer from Image, one of Paramount’s competitors. Paramount sued Bellwood and Image, alleging First Amendment, equal-protection, due-process, Sherman Act, and state-law violations. The Seventh Circuit affirmed summary judgment in favor of the defendants. Paramount lost its lease while the suit was pending, which mooted its claim for injunctive relief from the sign ban. The claim for damages was time-barred, except for an alleged equal-protection violation. That claim failed because Paramount was not similarly situated to Image; Paramount offered Bellwood $1,140,000 in increasing installments over 40 years while Image offered a lump sum of $800,000. Bellwood and Image are immune from Paramount’s antitrust claims. The court did not consider whether a market-participant exception to that immunity exists because Paramount failed to support its antitrust claims. View "Paramount Media Group, Inc. v. Village of Bellwood" on Justia Law

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KCP, the plaintiff, had hoped to act as a middleman in a potential distribution deal for a novel cleaning product and targeted Henkel, a large consumer products company as a potential distributor. KCP and Henkel entered into a non-disclosure agreement (NDA) to aid in the negotiations of a distribution deal. KCP provided Henkel with confidential information about the product. Following a year of exchanging information and engaging in negotiations, the NDA lapsed, and no deal was consummated. KCP asserts that Henkel’s parent company, Henkel KGaA, used confidential information it acquired through the NDA to develop the product on its own and also interfered with the potential distribution deal. The district court granted summary judgment in favor of KGaA. As to a breach of contract claim, the court found that KGaA was not a party to the NDA and could not be liable for its breach. As to a tortious interference claim, the court found that KGaA is the parent company of Henkel, so the parent-subsidiary privilege immunizes it from a tortious interference claim involving its subsidiary; the court found that the narrow “improper motive” exception to that privilege did not apply. The Sixth Circuit affirmed summary judgment in favor of KGaA, KCP has not presented sufficient evidence of any improper motive or means to pierce the parent-subsidiary privilege. View "Knight Capital Partners Corp. v. Henkel AG & Co." on Justia Law

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The Ninth Circuit certified the following questions to the California Supreme Court: Does section 16600 of the California Business and Professions Code void a contract by which a business is restrained from engaging in a lawful trade or business with another business? Is a plaintiff required to plead an independently wrongful act in order to state a claim for intentional interference with a contract that can be terminated by a party at any time, or does that requirement apply only to at-will employment contracts? View "Ixchel Pharma, LLC v. Biogen, Inc." on Justia Law

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The absence of a judgment in the state court litigation does not mean that plaintiff lacks Article III standing to bring this suit. Enterprise filed suit against several defendants, alleging a claim under the Missouri Uniform Fraudulent Transfer Act. The district court dismissed the complaint without prejudice based on the ground that there was no case or controversy because Enterprise lacked Article III standing. The Eighth Circuit reversed and held that Enterprise has alleged facts sufficient to demonstrate the elements of standing. In this case, Enterprise has sufficiently alleged a present injury in fact, fairly traceable to defendants, as the transferees of the funds. Therefore, the court remanded for further proceedings. View "Enterprise Financial Group Inc. v. Podhorn" on Justia Law

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Schaumburg’s 2016 ordinance requires commercial buildings to send fire‐alarm signals directly to the local 911 dispatch center, NWCDS, which has an exclusive arrangement with Tyco. To send signals to NWCDS, local buildings must use Tyco equipment. Schaumburg’s notice of the ordinance referred to connection through Tyco and stated that accounts would be charged $81 per month to rent Tyco’s radio transmitters and for the monitoring service. Tyco pays NWCDS an administrative fee of $23 per month for each account it connects to the NWCDS equipment. Tyco’s competitors filed suit charging violations of constitutional, antitrust, and state tort law. The district court dismissed the case. The Seventh Circuit reversed the dismissal of the Contracts Clause claim against Schaumburg. The complaint alleges a potentially significant impairment, the early cancellation of the competitors’ contracts, and Schaumburg’s self‐interest, $300,000 it stands to gain. The court otherwise affirmed, noting that entities not alleged to have taken legislative action cannot be liable under the Contracts Clause. WIth respect to constitutional claims, the court noted the government’s important interest in fire safety. Rejecting antitrust claims, the court stated that the complaint did not allege a prohibited agreement, as opposed to an independent, legislative decision. View "Alarm Detection Systems, Inc. v. Village of Schaumburg" on Justia Law

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Valley National Bank ("VNB") petitioned the Alabama Supreme Court for a writ of mandamus to direct the Montgomery Circuit Court to dismiss a declaratory-judgment action filed against VNB by Jesse Blount, Wilson Blount, and William Blount. William owned a 33% interest in Alabama Utility Services, LLC ("AUS"). William also served as the president of WWJ Corporation, Inc. ("WWJ"), and WWJ managed AUS. Wilson and Jesse, William's sons, owned all the stock of WWJ. In May 2013, William transferred his 33% interest in AUS to WWJ, and WWJ then owned all of the interest in AUS. In July 2015, VNB obtained a $905,599.90 judgment against William in an action separate from the underlying action. On August 31, 2015, Asset Management Professionals, LLC, purchased from WWJ all the assets of AUS for $1,600,000. On July 17, 2018, the Blounts filed a declaratory-judgment action seeking a judgment declaring "that (a) William's transfer of his interest in AUS to WWJ was not fraudulent as to [VNB], (b) William was not the alter ego of AUS or WWJ, (c) the sale of AUS did not result in a constructive trust in favor of [VNB], and (d) the [Blounts] did not engage in a civil conspiracy." VNB responded by filing a motion to dismiss pursuant to Rule 12(b)(1) and (b)(6), Ala. R. Civ. P., asserting the lack of subject-matter jurisdiction and the lack of a justiciable controversy. The parties were referred to mediation, which was unsuccessful. The Supreme Court determined that with regard to the Blounts' complaint, insofar as it sought a judgment declaring that William's transfer of his interest in AUS to WWJ was not fraudulent as to VNB and that the Blounts did not engage in a civil conspiracy, a declaratory-judgment action was inappropriate as a means of resolving those issues. Therefore, VNB had demonstrated a clear legal right to have its motion to dismiss granted as to those claims. With regard to the alter-ego claim and the constructive-trust claim, VNB did not demonstrate "a clear legal right" to have those claims dismissed. The Court therefore granted in part, and denied in part, the petition for mandamus relief. View "Ex parte Valley National Bank." on Justia Law

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Ronald Smithberg appealed a judgment ordering Smithberg Brothers, Inc., to purchase his interest in the family farm corporation for $169,985 and dismissing on summary judgment his other claims against the corporation and its remaining shareholders, Gary and James Smithberg. After review, the North Dakota Supreme Court concluded Ronald Smithberg raised genuine issues of material fact regarding his claims against the corporation and Gary and James Smithberg, and the district court erred in granting summary judgment dismissing those claims. The court’s valuation of Ronald Smithberg’s interest in the corporation was reversed because his interest could not be valuated until his derivative claims on behalf of the corporation were resolved. View "Smithberg v. Smithberg, et al." on Justia Law

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The Court of Chancery granted in part and denied in part Defendants' motion to dismiss Plaintiff's complaint brought in an effort to collect on an unpaid judgment, holding that one claim must be dismissed as untimely. JPMorgan Chase Bank, N.A. sued Data Treasury Corporation (DTC) and obtained a final judgment against DTC for $69 million. JPMorgan bought this action in an effort to collect on its judgment. DTC moved to dismiss all of JPMorgan's claims on a variety of grounds. JPMorgan claimed that DTC's directors should be liable for dividends DTC paid its stockholders after DTC licensed its patents to someone other than JPMorgan in violation of DTC's obligation to tell JPMorgan under a license agreement. JP Morgan also claimed it was entitled to recover the distributions because they were fraudulent transfers. The Court of Chancery held (1) JPMorgan had standing as a creditor of DTC to assert a claim under Section 174 to recover for itself and other creditors of DTC the dividends DTC paid; (2) the six-year limitations period in 8 Del. C. 174 is a statute of repose. The court thus finds that JPMorgan’s Section 174 claim must be dismissed as untimely; and (3) all of JPMorgan’s fraudulent transfer claims were timely filed. View "JPMorgan Chase Bank, N.A. v. Ballard" on Justia Law