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The Supreme Court affirmed the decision of the court of appeals in this case alleging tortious interference involving a parent corporation and its wholly-owned subsidiary, holding that a parent company has a qualified privilege to interfere with the contractual relations of its wholly-owned subsidiary unless it employs wrongful means or its interference is not in the economic interest of the subsidiary. Plaintiff brought suit against against CONSOL of Kentucky Inc. (CKI), the wholly-owned subsidiary of CONSOL Energy, Inc. (Energy), Energy, and others, alleging that Energy interfered with the contractual relation between Plaintiff and CKI. The jury found for Plaintiff. The court of appeals concluded that a parent company cannot tortiously interfere with a wholly-owned subsidiary unless it employs wrongful means when interfering and that Energy was entitled to interfere in this case. The Supreme Court affirmed, holding that Plaintiff adduced no proof as to the required element of wrongful means in a tortious interference claim involving a parent and its wholly-owned subsidiary. View "Sparkman v. Consol Energy, Inc." on Justia Law

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In 2008, Lucinda Cox and Hollis Griffin, who had been friends for over 20 years, opened a cosmetology school together. Cox was one of the school's teachers and Griffin handled administration. The relationship deteriorated over time: Cox alleged Griffin intentionally filed a false police report accusing Cox of forgery and embezzlement, leading to Cox's arrest and seven-day incarceration. Cox's attorney asked the court to instruct the jury on false arrest (false imprisonment) and intentional infliction of emotional distress. Cox's complaint did not allege a cause of action for malicious prosecution, and the court did not instruct on malicious prosecution. After the jury awarded Cox $450,000 in a general verdict, the trial court granted Griffin's motion for judgment notwithstanding the verdict (JNOV) because under Hagberg v. California Federal Bank, 32 Cal.4th 350 (2004), citizen reports of suspected criminal activity can only be the basis for tort liability on a malicious prosecution theory. When a citizen contacts law enforcement to report a suspected crime, the privilege in Civil Code section 47(b) barred causes of action for false imprisonment and intentional infliction of emotional distress, even if the police report was made maliciously. Cox's only argument on appeal was the JNOV should have been reversed because "the elements of malicious prosecution were supported by substantial evidence in the record." The Court of Appeal rejected Cox's argument because an appellant "cannot challenge a judgment on the basis of a new cause of action [she] did not advance below." The Court found an exception to that rule allowing a change in theory on appeal if the new theory involves a question of law on undisputed facts. But that exception did not apply here because the record did not contain undisputed evidence establishing all elements of malicious prosecution. Accordingly, although the jury found that Griffin intentionally filed a false police report causing Cox emotional distress, the Court of Appeal was compelled to affirm the defense judgment. View "Cox v. Griffin" on Justia Law

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The Court of Chancery found that the fair value of Aruba Networks, Inc., as defined by 8 Del. C. 262, was $17.13 per share, which was the thirty-day average market price at which its shares traded before the media reported news of the transaction that gave rise to the appellants’ appraisal rights. The issue this case presented for the Delaware Supreme Court's review centered on whether the Court of Chancery abused its discretion in arriving at Aruba’s thirty-day average unaffected market price as the fair value of the appellants’ shares. Because the Court of Chancery’s decision to use Aruba’s stock price instead of the deal price minus synergies was rooted in an erroneous factual finding that lacked record support, the Supreme Court answered that in the positive and reversed the Court of Chancery’s judgment. On remand, the Court of Chancery was directed to enter a final judgment for petitioners, awarding them $19.10 per share, which reflected the deal price minus the portion of synergies left with the seller as estimated by the respondent in this case, Aruba. View "Verition Partners Master Fund Ltd., et al. v. Aruba Networks, Inc." on Justia Law

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In the underlying actions, the People asserted claims under Business and Professions Code section 17501 against real parties in interest and alleged that real parties sold products online by means of misleading, deceptive or untrue statements regarding the former prices of those products. The trial court sustained real parties' demurrer without leave to amend on the ground that the statute was void for vagueness as applied to real parties. The Court of Appeal granted the petition for writ of mandate seeking relief from the ruling regarding the section 17501 claims, and held that real parties failed to demonstrate any constitutional defect on demurrer. Regarding real parties' challenge to section 17501 as an unconstitutional regulation of free speech, as a preliminary matter, the court rejected petitioner's contention that the statute targets only false, misleading or deceptive commercial speech; the plain language of the statute restricts protected commercial speech and thus, the statute was subject to the test for constitutional validity set forth in Central Hudson Gas & Elec. v. Public Serv. Comm'n (1980) 447 U.S. 557, 566; and, because the undeveloped record was inadequate to apply the test, real parties' "free speech" challenge necessarily failed on demurrer. The court also rejected real parties' contention that section 17501 was void for vagueness, and rejected the facial and as-applied challenges. View "People v. Superior Court" on Justia Law

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Defendant appealed a jury verdict finding that he vicariously and contributorily infringed Erickson's copyrighted images by displaying them on his website and did so willfully. This case arose when defendant hired a website developer, Only Websites, to redevelop defendant's company website and three photos taken by Erickson were incorporated on the company site. The panel vacated the jury's vicarious liability verdict because Erickson presented no evidence that could constitute a direct financial benefit as a matter of law. However, the panel affirmed the jury's contributory liability verdict and upheld the judgment against defendant, because the district court did not plainly err in instructing the jury that "knowledge" for contributory infringement purposes includes having a "reason to know" of the infringement. Finally, the panel vacated the jury's willfulness finding and remanded for a determination of whether defendant's infringement was willful on the existing record. View "Erickson Productions, Inc. v. Kast" on Justia Law

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In this shareholder-derivative action, Shareholders of The Western Union Company averred several of Western Union’s Officers and Directors breached their fiduciary duties to the company by willfully failing to implement and maintain an effective anti-money-laundering-compliance program (AML-compliance program), despite knowing of systemic deficiencies in the company’s AML compliance. The Shareholders didn’t make a pre-suit demand on Western Union’s Board of Directors to pursue this litigation, and the district court found no evidence that such demand would have been futile. The district court thus dismissed the case, reasoning that the Shareholders’ obligation to make a pre-suit demand on the Board was not excused. The Tenth Circuit concurred with the district court's decision to dismiss, and affirmed. View "City of Cambridge Retirement v. Ersek" on Justia Law

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Plaintiff, while a director of a nonprofit public benefit corporation called Wildlife Waystation, filed suit against defendants alleging claims of self-dealing and misconduct. The trial court sustained defendants' demurrers to the complaint, which claimed that plaintiff no longer had standing when the Waystation board of directors removed her as a director. The Court of Appeal reversed and held that plaintiff did not lose standing to maintain this action when Waystation removed her as a director. Rather, she had standing under Corporations Code sections 5233, 5142, and 5223 at the time she instituted this action, and her subsequent removal as director did not deprive her of standing. The court also held that the trial court erred in sustaining the demurrer without leave to amend for failing to join the Attorney General as a indispensable party and notifying the Attorney General of the action. Accordingly, the court remanded with instructions. View "Summers v. Colette" on Justia Law

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The Eighth Circuit affirmed the district court's denial, on remand, of Qwest's unjust enrichment claim against FC. The court held that the district court did not abuse its discretion by concluding that it would not be inequitable for FC to retain the benefit conferred by Qwest. In this case, the district court explained that FC earned the benefit conferred by Qwest because it provided conference-calling services, 24-hour customer support, and access to a website in exchange for two cents per minute for calls placed to FC's conferencing bridges at Sancom. Furthermore, Qwest paid its own conference-calling vendor between two and four-and-a-half cents per minute. View "Qwest Communications Corp. v. Free Conferencing Corp." on Justia Law

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The Second Circuit vacated the district court's dismissal of plaintiff's complaint, based on forum non conveniens grounds, alleging claims for damages under federal and state law in connection with a ʺgoing private mergerʺ by which certain controlling defendants purchased American Depositary Shares (ADSs) from Dangdang's minority shareholders. The court held that the district court abused its discretion by failing to consider the forum selection clause contained in the relevant documents and its impact on the forum non conveniens analysis. The court rejected defendants' claim that plaintiffs waived their reliance on the forum selection clause by failing to raise the issue in the district court. The court also held that remand to the district court was necessary for the district court to consider the scope and enforceability of the forum selection clause. View "Fasano v. Li" on Justia Law

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The Supreme Court affirmed the judgment of the district court granting summary judgment for a judgment creditor and dismissed the petition filed by the judgment debtor and his wife to vacate a charging order to execute foreign judgments in Iowa district court against the judgment debtor's membership interests in an Iowa limited liability company (LLC), holding that there was no reason to reverse the judgment of the district court. The judgment debtor and his wife sought to vacate the charging order on the grounds that the creditor could not attach the debtor's interests in the Iowa LLC since the debtor and his wife owned them as a tenancy by the entireties in their domicile of Florida. The Supreme Court affirmed the district court's judgment in favor of the creditor, holding (1) the district court properly applied Iowa law because membership interests in an LLC are located in the state where the LLC is formed; (2) the district court correctly dismissed the petition to vacate the charging order since Iowa law does not recognize the ownership of property by a married couple as tenants in the entireties; and (3) the foreign judgments were properly registered, and the charging order was properly issued. View "Wells Fargo Equipment Finance Inc. v. Retterath" on Justia Law