Justia Business Law Opinion Summaries

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The American Civil Liberties Union of New Jersey (ACLU) sought to obtain records from the County Prosecutors Association of New Jersey (CPANJ), a nonprofit association whose members are the twenty-one county prosecutors. The ACLU claimed that CPANJ is a public agency required to disclose records under the Open Public Records Act (OPRA) and a public entity subject to the common law right of access. CPANJ denied the request, asserting that it is not a public agency for purposes of OPRA and is not a public entity subject to the common law right of access. The ACLU filed a lawsuit, but the trial court dismissed the complaint, holding that CPANJ is not a public agency within the meaning of OPRA and that CPANJ’s records do not constitute public records for purposes of the common law right of access. The Appellate Division affirmed the trial court's decision.The Supreme Court of New Jersey agreed with the lower courts, holding that CPANJ is neither a public agency under OPRA nor a public entity subject to the common law right of access. The court found that the ACLU’s factual allegations did not support a claim against CPANJ under OPRA or the common law. The court concluded that a county prosecutor, who is a constitutional officer, is not the alter ego of the county itself, and does not constitute a “political subdivision” as that term is used in OPRA. Therefore, CPANJ, an organization in which the county prosecutors are members, is not a public agency for purposes of OPRA. The court also found that the ACLU did not allege facts suggesting that CPANJ is an entity upon which a common law right of access request for documents may properly be served. The judgment of the Appellate Division was affirmed. View "American Civil Liberties Union of New Jersey v. County Prosecutors Association of New Jersey" on Justia Law

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Apex Solutions, Inc., a cannabis business, filed a lawsuit against Falls Lake Insurance Management Company, Inc., after the insurance company refused to pay the full amount of a claim Apex filed following a burglary at its facility. The burglars stole a large portion of Apex's cannabis inventory from two separate vaults. Apex claimed that the thefts constituted two separate occurrences, each subject to a $600,000 per occurrence limit under its insurance policy. Falls Lake, however, contended that the thefts constituted a single occurrence, subject to a single $600,000 limit.The Superior Court of California, County of Alameda, granted summary judgment in favor of Falls Lake, ruling that a single per occurrence limit applied. The court also rejected Apex's claim for additional payments under its business interruption coverage.On appeal, the Court of Appeal of the State of California, First Appellate District, Division Four, affirmed the lower court's ruling on the per occurrence limit, agreeing that the thefts constituted a single occurrence. However, the appellate court found that Apex had raised a triable issue of fact regarding the calculation of its lost business income. The court therefore reversed the judgment in part and remanded the case for further proceedings on that issue. View "Apex Solutions v. Falls Lake Insurance Management Co., Inc." on Justia Law

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The case involves Circle City Broadcasting I, LLC, a local television broadcasting network operating in Indianapolis, which owns two local television stations—WISH-TV and WNDY. The company is majority-owned by DuJuan McCoy, a Black man. The dispute arose when DISH and DirecTV Network declined to pay broadcast fees to Circle City for rights to carry the company’s two Indianapolis-based television stations. Circle City alleged that the decisions reflected discrimination against its majority owner, DuJuan McCoy, and thus discrimination against the company itself.Previously, the United States District Court for the Southern District of Indiana entered summary judgment for DISH and DirecTV, concluding that Circle City failed to identify evidence permitting a jury to find that the decisions not to pay the broadcast fees reflected anything other than lawful business choices responsive to dynamics of the television broadcast market.The United States Court of Appeals For the Seventh Circuit affirmed the lower court's decision. The court found that Circle City failed to produce evidence that would allow a jury to find that DISH or DirecTV's conduct during the contractual negotiations reflected racial discrimination. The court concluded that DISH and DirecTV declined to pay fees for rights to broadcast WISH and WNDY because Circle City—unlike Nexstar—as the new owner of both stations lacked the market power to demand the fees. The court also found that Circle City fell short of demonstrating any pretext in DISH and DirecTV’s explanations for choosing not to pay retransmission fees. View "Circle City Broadcasting I, LLC v. DISH Network L.L.C." on Justia Law

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A group of neurosurgeons and their practice group, Comprehensive Neurosurgical, P.C., sued The Valley Hospital after the hospital granted another group of neurosurgeons exclusive privileges in areas where the plaintiffs had previously held privileges. The plaintiffs claimed that the hospital did not deal with them fairly or act in good faith when it granted these exclusive privileges. The plaintiffs had joined the hospital's medical staff in 2003 and had helped grow the hospital's neurosurgical programs and facilities. They primarily derived their practice from treating "unassigned" ER patients and also received "specialized privileges" to use certain equipment. In 2015, the hospital granted a different group of neurosurgeons exclusive rights to use this equipment and to treat "unassigned" ER patients, thereby revoking the plaintiffs' privileges in those areas.The plaintiffs filed a complaint against the hospital. Following summary judgment motions, two claims reached the jury: a breach of contract claim and a breach of the implied covenant of good faith and fair dealing claim. The jury found no cause of action on the breach of contract claim but awarded damages based on the breach of implied covenant claim. The hospital appealed, and the Appellate Division affirmed both the denial of summary judgment and the jury’s verdict. The hospital then petitioned for certification.The Supreme Court of New Jersey held that the plaintiffs’ good faith and fair dealing claim properly survived summary judgment, but the jury was not correctly charged or asked to rule on that claim. The court found that the trial judge failed to instruct the jury that the only underlying contract to which the implied covenant could attach had to be one beyond the rights afforded by the Bylaws. The court also found that the improper admission into evidence of privileged emails and the improper remarks by plaintiffs’ attorney had the capacity to lead the jury to reach a verdict it would not have otherwise reached and thus deprived the hospital of a fair trial. The court reversed the verdict on the implied covenant claim, vacated it, and remanded the matter for further proceedings. View "Comprehensive Neurosurgical, P.C. v. The Valley Hospital" on Justia Law

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The case involves a dispute between Firexo Group Limited (FGL), a British company that manufactures fire extinguishers, and Firexo, Inc., a Florida-based company that was created to sell FGL's products in the United States. Scot Smith, a resident of Ohio, purchased 70% of Firexo, Inc. from FGL under a Joint Venture Agreement (JVA). The JVA included a forum-selection clause designating England or Wales as the exclusive jurisdiction for any disputes arising from the agreement. Firexo, Inc., which was not a signatory to the JVA, later sued FGL in an Ohio court over issues with the fire extinguishers. FGL sought to dismiss the case based on the forum-selection clause in the JVA.The district court granted FGL's motion to dismiss, applying the "closely related" doctrine. This doctrine allows a non-signatory to a contract to be bound by a forum-selection clause if the non-signatory is sufficiently closely related to the contract. The district court found that Firexo, Inc. was closely related to the JVA and therefore subject to the forum-selection clause. Firexo, Inc. appealed this decision, arguing that the district court applied the wrong law and analytical approach in determining the applicability of the contract.The United States Court of Appeals for the Sixth Circuit reversed the district court's decision. The appellate court agreed with Firexo, Inc. that the district court had applied the wrong law. The court held that the "closely related" doctrine, a federal common law rule, should not have been used to interpret the JVA's forum-selection clause. Instead, the court should have applied the law specified in the JVA, which was English law. Under English law, contracts do not apply to non-signatories unless certain exceptions apply, none of which were present in this case. Therefore, the forum-selection clause in the JVA did not apply to Firexo, Inc., and the case was remanded for further proceedings. View "Firexo, Inc. v. Firexo Group Limited" on Justia Law

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The case revolves around a dispute between two competitors in the construction equipment market, I Dig Texas, LLC, and Kerry Creager, along with Creager Services, LLC. I Dig Texas used copyrighted photographs of Creager's products, which were made in China, in its advertisements to emphasize its own products' American-made status. This led to claims under the Copyright Act and the Lanham Act.Previously, the United States District Court for the Northern District of Oklahoma granted summary judgment to I Dig Texas on Creager's federal claims and remanded all of the state-law claims to state court. Creager had claimed that the use of its photographs constituted copyright infringement and that the accompanying text misrepresented the origin of I Dig Texas's products.The United States Court of Appeals for the Tenth Circuit affirmed the lower court's decision. The court found that Creager failed to present evidence of any profit from the use of its photographs, which was necessary to establish a claim for copyright infringement. The court also found that I Dig Texas's advertisements were not literally false under the Lanham Act. The advertisements were ambiguous as to whether a product is considered American-made when it is assembled in the United States but uses some foreign components. The court concluded that such a claim is not literally false because the claim itself is ambiguous. The court also affirmed the lower court's decision to decline supplemental jurisdiction over the remaining state-law claims and remand these claims to state court. View "I Dig Texas v. Creager" on Justia Law

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The case revolves around Macquarie Infrastructure Corporation and its subsidiary's business of storing liquid commodities, including No. 6 fuel oil. In 2016, the United Nations' International Maritime Organization adopted a regulation, IMO 2020, which capped the sulfur content of fuel oil used in shipping at 0.5% by 2020. No. 6 fuel oil typically has a sulfur content closer to 3%. Macquarie did not discuss IMO 2020 in its public offering documents. In 2018, Macquarie announced a drop in the amount of storage capacity contracted for use by its subsidiary's customers, partly due to the decline in the No. 6 fuel oil market, leading to a 41% fall in Macquarie's stock price.Moab Partners, L.P. sued Macquarie and various officer defendants, alleging a violation of §10(b) and Rule 10b–5. Moab argued that Macquarie's public statements were misleading as it concealed the impact of IMO 2020 on its subsidiary's business. The District Court dismissed Moab's complaint, but the Second Circuit reversed the decision, stating that Macquarie had a duty to disclose under Item 303 and that its violation could sustain Moab’s §10(b) and Rule 10b–5 claim.The Supreme Court of the United States held that the failure to disclose information required by Item 303 cannot support a private action under Rule 10b–5(b) if the failure does not render any "statements made" misleading. The Court clarified that Rule 10b–5(b) does not proscribe pure omissions, but only covers half-truths. The Court vacated the judgment of the Court of Appeals for the Second Circuit and remanded the case for further proceedings consistent with its opinion. View "Macquarie Infrastructure Corp. v. Moab Partners, L. P." on Justia Law

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This case involves a dispute among Players Recreation Group, LLC, an Alabama limited-liability company, three of its members, Jason L. McCarty, Felix McCarty, and Doyle Sadler, and S&M Associates, Inc., a company owned by Sadler. The LLC, established in 1999, owns and operates a bowling alley known as 'the Super Bowl.' In 2003, S&M, a company owned by Sadler, loaned the LLC $150,000, which is evidenced by a promissory note. In 2006, the Super Bowl began incurring substantial losses, and the LLC ultimately defaulted on the promissory note payable to S&M. In July 2015, S&M and Sadler sued the LLC and the other members of the LLC, asserting a breach-of-contract claim and a claim seeking an accounting. In August 2015, the LLC, Jason, and Felix filed an answer and a counterclaim, alleging that Sadler had breached his duty of loyalty and his duty of care to the LLC.The case proceeded to a bench trial. The parties initially stipulated that the LLC owed S&M a total of $310,139.66 on the promissory note; the trial court ultimately entered a judgment against the LLC for that amount based on the parties' stipulation. The case was then tried solely on the counterclaims asserted against Sadler by the LLC, Jason, and Felix. The trial court entered a judgment against Sadler on the counterclaims, based on its findings that Sadler had breached not only a duty of loyalty and a duty of care to the LLC, but also the implied covenant of good faith and fair dealing owed to the LLC. The trial court assessed damages against Sadler in the amount of $368,167.92.On appeal to the Supreme Court of Alabama, Sadler argued that the trial court erred insofar as it entered a judgment against him on the counterclaims asserted against him by the LLC, Jason, and Felix. The Supreme Court of Alabama agreed and reversed the judgment entered against Sadler on the counterclaims asserted against him because there was no evidence to support findings that Sadler had breached the duty of loyalty and the duty of care owed to the LLC or the implied covenant of good faith and fair dealing, and remanded the case to the trial court for the entry of a judgment consistent with this opinion.On remand, S&M and Sadler filed a motion for attorney's fees, costs, and expenses. The trial court denied the motions for attorney's fees, costs, and expenses. The trial court also found that the LLC had incurred $2,713,230.33 in expenses without contribution by Sadler or Scott Montgomery. That finding was not disturbed on appeal and has become the law of the case. The trial court took judicial notice that Jason and Felix McCarty have perfected, as the remaining members of the LLC, that claim or debt by filing a second mortgage with the Probate Court of Jefferson County, which second mortgage is inferior to the mortgage held by the late Ferris Ritchey’s real estate company, and the perfection of this claim makes it a priority over and superior to the claims of other creditors, including S&M.S&M and Sadler appealed the trial court's order on remand. The Supreme Court of Alabama affirmed the trial court's order on remand insofar as it denied S&M's and Sadler's requests for attorney's fees and costs, reversed the order insofar as it addressed the LLC's mortgage executed in favor of Jason and Felix and its purported priority, and remanded this case with instructions for the trial court to set aside that portion of its order that addressed the LLC's mortgage and its purported priority. View "S&M Associates, Inc. v. Players Recreation Group, LLC" on Justia Law

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The case revolves around a dispute between the City of Gulf Shores and Coyote Beach Sports, LLC. The city passed a municipal ordinance regulating the motor-scooter-rental business, which required renters to possess a specific type of license. Coyote Beach Sports, a Louisiana-based company that rented motor scooters in Gulf Shores, claimed that this ordinance effectively halted its business as most customers did not possess the required license. Consequently, Coyote filed a complaint against the city, seeking a judgment declaring the ordinance invalid, monetary damages, and attorney fees and costs.The case was first heard in the Baldwin Circuit Court where, after a jury trial, the court declared the ordinance preempted by state law. The jury awarded Coyote $200,416.12 in compensatory damages. The city appealed the trial court's judgment. Later, Coyote filed a motion for attorney fees, and the trial court awarded Coyote $59,320 in attorney fees without holding a hearing. The city appealed this order as well.The Supreme Court of Alabama reviewed the case and the issue of whether the municipal ordinance was preempted by state law. The court concluded that the ordinance was not preempted under any of the three recognized circumstances under which municipal ordinances are preempted by state law. The court found a distinct difference between the state's requirement for a license to operate a motorcycle or motor-driven cycle and a municipality's regulation of the rental of such vehicles. The court also found no conflict between the ordinance and state law. Therefore, the Supreme Court of Alabama reversed the judgment of the circuit court and the order awarding Coyote attorney fees, remanding the matters for further proceedings. View "City of Gulf Shores v. Coyote Beach Sports, LLC" on Justia Law

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The case involves AURC III LLC, an Oregon limited liability company, and several Washington and Delaware limited liability companies collectively referred to as Point Ruston. Point Ruston purchased a 97-acre former copper smelter and environmental clean-up site located on the Puget Sound waterfront in Ruston and Tacoma, Washington, for $169,000,000 and developed it in phases. To fund the second phase of development, Point Ruston negotiated a $66 million loan from American United Development Group, which created AURC III LLC to raise and manage funds from foreign investors seeking United States residency. After disbursing the full amount of the loan, AURC filed an amended complaint against Point Ruston, alleging that Point Ruston was delinquent on interest payments in breach of its loan agreement. The superior court ordered Point Ruston and AURC to engage in arbitration as per their loan agreement.The arbitrator issued an interim award only on the amount of current and default interest due and awarded $10,969,015 to AURC. The arbitrator then issued a final award for the same amount, as well as awarding attorney fees and arbitration fees and expenses. In total, Point Ruston was required to pay over $11.4 million. AURC moved to confirm the award and for presentation of judgment. Initially, Point Ruston agreed AURC was “entitled to confirmation of the Award and entry of a Final Judgment” but opposed attaching the arbitrator’s awards to that judgment. Before the court could enter the written confirmation order and judgment, Point Ruston paid the award and filed a motion to dismiss the case as moot because no live dispute remained. After AURC alerted the court that it received the award amount from Point Ruston, the court denied the motion to dismiss. The court entered the confirmation order with the interim and final awards attached as exhibits, as well as a judgment against Point Ruston. AURC filed a full satisfaction of judgment.Point Ruston appealed on two grounds. It challenged (1) the superior court’s denial of the motion to dismiss and (2) the court’s decision to attach the arbitration awards to the confirmation order. Division Two of the Court of Appeals affirmed in an unpublished opinion. Point Ruston sought review in the Supreme Court of the State of Washington, which was granted.The Supreme Court of the State of Washington held that when a party seeks a confirmation order, RCW 7.04A.220 requires issuance of the order subject to narrow exceptions inapplicable here. Payment of an arbitration award does not render the underlying case moot. The court also held that attaching an arbitrator’s award merely identifies the basis for the confirmation order. Accordingly, the court affirmed the Court of Appeals. View "AURC III, LLC v. Point Ruston Phase II, LLC" on Justia Law