Justia Business Law Opinion Summaries

The Ninth Circuit certified the following question of state law to the Supreme Court of the State of Delaware: In a Delaware limited partnership, does a general partner's request to a limited partner for a one-time capital contribution constitute a request for "limited-partner action" such that the general partner has a duty of disclosure, and, if the general partner fails to disclose material information in connection with the request, may the limited partner prevail on a breach-of-fiduciary-duty claim without proving reliance and causation? View "Goodman v. Dohmen" on Justia Law

Jerome Speegle and Anthony Hoffman, two members of Zieman Speegle, LLC, a law firm based in Mobile, petitioned for approval of dissolution of the firm. Thomas Zieman, Jr., previously a member of the law firm, appeared in the action, asserting a counterclaim against the law firm and a third-party complaint against Speegle and Hoffman. Without holding a hearing, the trial court entered a summary judgment on Zieman's counterclaim and third-party complaint in favor of the law firm, Speegle, and Hoffman. The trial court also identified the equity-holding members of the law firm and provided for the distribution of the assets of the law firm. Because the Alabama Supreme Court held the trial court should have held a hearing, it reversed the trial court's judgment and remanded the case for further proceedings. View "Zieman v. Zieman Speegle, LLC" on Justia Law

The federal district court for the Western District of Washington certified a question of state law to the Washington Supreme Court. Money Mailer, LLC and Wade Brewer entered into a franchisor/franchisee relationship. In 2015, Money Mailer sued Brewer alleging breach of contract and for nearly $2 million in damages. Brewer counterclaimed, arguing among other things that Money Mailer violated the Franchise Investment Protection Act (FIPA) by selling him "products and services ... at more than a fair and reasonable price," contrary to RCW 19.100.180(2)(d). Brewer moved for partial summary judgment on the alleged FIPA violation. The district court found undisputed Money Mailer sold printed advertisements to Brewer at twice the price at which Money Mailer obtained and/or produced them. The court determined this markup violated RCW 19.100.180(2)(d) as a matter of law, and on this ground, granted in part Brewer's motion. In concluding Money Mailer's behavior violated the FIPA, the district court relied on two conclusions regarding Washington law: (1) the Court impliedly found that a franchisee may generally rely on the price at which a franchisor purchased a particular good or service to show what the "fair and reasonable price" for that service is; and (2) that selling a franchisee a particular good or service for twice what it cost the franchisor was not a "fair and reasonable price" and violated FlPA as a matter of Washington law. The federal court certified those conclusions as questions, asking the Washington Supreme Court to clarify whether those two rules of law were correct. After review, the Supreme Court answered "no" to both. A "fair and reasonable price" in RCW 19.100.180(2)(d) was a question of fact involving what prudent franchisors and franchisees in similar circumstances would regard as an appropriate price. "The circumstances must take into account the forces of the marked...whether Money Mailer violated the FIPA remains a question of fact to be determined by the district court." View "Money Mailer, LLC v. Brewer" on Justia Law

A corporation that acquires substantially all the assets of an unrelated competitor at a secured creditor's private foreclosure sale, in an agreement that declines to assume the competitor's liabilities, is not liable as the competitor’s successor for unpaid pre-acquisition inventory purchases from a third party. The Eighth Circuit affirmed the district court's grant of summary judgment dismissing Westfeldt's counterclaims for successor liability, unfair trade practices, conversion, and unjust enrichment, primarily on the ground that Westfeldt failed to submit evidence that the foreclosure and asset sale were anything but bona fide business transactions. The court held that buying USR assets from Great Western at a foreclosure sale in an agreement that disclaimed assumption of USR liabilities protected Ronnoco from claims that the asset purchase was tainted by commercially inadequate consideration. In this case, Westfeldt offered no evidence that it was prejudiced by the asset sale. Furthermore, there was no evidence that, absent the alleged fraud by Ronnoco, USR would have been able to pay off its entire debt to Great Western and then make payment to Westfeldt. Finally, the district court properly rejected Westfeldt's remaining claims. View "Ronnoco Coffee, LLC. v. Westfeldt Brothers, Inc." on Justia Law

Plaintiffs purchased a recreational vehicle (RV) from Vacationland for $26,000.25. When it leaked during a rainstorm, they brought it in for repair. When it leaked again, causing extensive damage, they brought it back. A little more than two weeks after they dropped it off the second time and without a timetable for when the vehicle would be repaired, they told the seller that they no longer wanted the RV and asked for their money back. Plaintiffs sued, citing revocation of acceptance under the Magnuson-Moss Warranty-Federal Trade Commission Improvement Act, 15 U.S.C. 2310(d); breach of implied warranty of merchantability under the Magnuson-Moss Act; revocation of acceptance and cancellation of contract under Illinois’s adoption of the Uniform Commercial Code; and return of purchase price under the UCC. Defendant argued that plaintiffs’ failure to give it a reasonable opportunity to cure was fatal to their claims. The circuit court granted the defendant summary judgment. The appellate court affirmed. Plaintiffs sought review of the revocation of acceptance claim under the UCC (810 ILCS 5/2- 608(1)(b)). The Illinois Supreme Court reversed. The plain language of subsection 2-608(1)(b) does not require that the buyer give the seller an opportunity to cure a substantial nonconformity before revoking acceptance. View "Accettura v. Vacationland, Inc." on Justia Law

For the 100th Indianapolis 500 race in 2016, organizers engaged Karma, an event-planning company, to host a ticketed party. The party was a disappointment. Poor ticket sales prevented Karma from covering its expenses. Karma sued the racetrack for breach of contract, accusing it of failing to adequately promote the party. Karma sought $817,500 in damages, a figure apparently gleaned from conversations with Speedway officials who speculated that the party would generate $1 million in gross revenue “from ticket and table sales only.” The Speedway filed a counterclaim alleging that Karma failed to place the promised banner advertisement on Maxim’s website or provide marketing support on Maxim’s social-media channels. Karma is a licensee of Maxim’s, a men’s magazine. The district judge rejected Karma’s claim at summary judgment, ruling that the damages theory rested on speculation. A jury found Karma liable on the counterclaim, awarding $75,000 in damages. The Seventh Circuit affirmed. Karma’s evidence of damages was speculative, so its claim failed under Indiana law. The jury could award objectively foreseeable damages; it didn’t need to hear testimony on the subjective expectations of Speedway officials before awarding damages. View "Karma International, LLC v. Indianapolis Motor Speedway, LLC" on Justia Law

LS, a trucking company, also operates as a broker of construction trucking services. Under a 2009 oral agreement between LS and Cheema, Cheema purchased a Super Dump Truck, with the understanding that LS would purchase the truck’s detachable box from Cheema. As the box owner, LS would give priority to Cheema in dispatching assignments to Cheema as a subhauler. The parties entered a written “Subhauler and Trailer Rental Agreement” under which Cheema would submit to LS completed freight bills for all hauling that he performed for LS; LS would prepare statements showing the amount billed payable to Cheema, less a 7.5 percent brokerage fee and, if the work was performed with a box owned by LS, a 17.5 percent rental fee. Cheema began providing hauling services. Cheema claimed that because LS failed to pay him the $32,835.09 purchase price of the box, it remained his, and LS was not entitled to deduct rental fees from the payments due him. In June 2010, LS began paying Cheema $1,000 a month for nine months, noting on the checks that the payments were repayment of a “loan.” Cheema recovered damages from L.S. for having been underpaid and untimely payments. The court of appeal affirmed but remanded for calculation of prejudgment interest and penalty interest (Civil Code 3287, 3322.1), rejecting LS’s argument that the parties’ oral agreement for Cheema to sell it the box, justifying its deductions for rental, was enforceable. View "Cheema v. L.S. Trucking, Inc." on Justia Law

Sapa manufactures aluminum extruded profiles, pre-treats the metal and coats it with primer and topcoat. For decades, Sapa supplied “organically coated extruded aluminum profiles” to Marvin, which incorporated these extrusions with other materials to manufacture aluminum-clad windows and doors. This process was permanent, so if an extrusion was defective, it could not be swapped out; the whole window or door had to be replaced. In 2000-2010, Marvin bought about 28 million Sapa extrusions and incorporated them in about 8.5 million windows and doors. Marvin sometimes received complaints that the aluminum parts of its windows and doors would oxidize or corrode. The companies initially worked together to resolve the issues. In the mid-2000s, there was an increase in complaints, mostly from people who lived close to the ocean. In 2010, Marvin sued Sapa, alleging that Sapa had sold it extrusions that failed to meet Marvin’s specifications. In 2013, the companies settled their dispute for a large sum. Throughout the relevant period, Sapa maintained 28 commercial general liability insurance policies through eight carriers. Zurich accepted the defense under a reservation of rights, but the Insurers disclaimed coverage. Sapa sued them, asserting breach of contract. The district court held that Marvin’s claims were not an “occurrence” that triggered coverage. The Third Circuit vacated in part, citing Pennsylvania insurance law: whether a manufacturer may recover from its liability insurers the cost of settling a lawsuit alleging that the manufacturer’s product was defective turns on the language of the specific policies. Nineteen policies, containing an Accident Definition of “occurrence,” do not cover Marvin’s allegations, which are solely for faulty workmanship. Seven policies contain an Expected/Intended Definition that triggers a subjective-intent standard that must be considered on remand. Two policies with an Injurious Exposure Definition also include the Insured’s Intent Clause and require further consideration. View "Sapa Extrusions, Inc. v. Liberty Mutual Insurance Co." on Justia Law

Parke Bancorp (“Parke”) made a loan to 659 Chestnut LLC (“659 Chestnut”) in 2016 to finance the construction of an office building in Newark, Delaware. 659 Chestnut pleaded a claim in the Superior Court for money damages in the amount of a 1% prepayment penalty it had paid under protest when it paid off the loan. The basis of 659 Chestnut’s claim was that the parties were mutually mistaken as to the prepayment penalty provisions of the relevant loan documents. Parke counterclaimed for money damages in the amount of a 5% prepayment penalty, which it claimed was provided for in the agreement. After a bench trial, the Superior Court agreed with 659 Chestnut and entered judgment in its favor. After review, the Delaware Supreme Court reversed and directed entry of judgment in Parke’s favor on 659 Chestnut’s claim. Although Parke loan officer Timothy Cole negotiated on behalf of Parke and represented to 659 Chestnut during negotiations that there was a no-penalty window, the parties stipulated that: (1) everyone knew that Cole did not have authority to bind Parke to loan terms; and (2) everyone also knew that any terms proposed by Cole required both final documentation and approval by Parke’s loan committee. It was evident to the Supreme Court that 659 Chestnut did not offer clear and convincing evidence that Parke’s loan committee agreed to something other than the terms in the final loan documents. Accordingly, it Directed entry of judgment for Parke. View "Parke Bancorp Inc., et al. v. 659 Chestnut LLC" on Justia Law

The UAW negotiates collective-bargaining agreements (CBAs) with automotive manufacturers including Fiat Chrysler (FCA). Plaintiffs claim that FCA officials bribed UAW officials to get a more company-friendly CBA. The scandal resulted in federal convictions and indictments. Plaintiffs filed a purported class action, alleging violations of Labor-Management Relations Act (LMRA) section 301, 29 U.S.C. 185. The Second Amended Complaint named individuals formerly employed by both FCA and UAW, alleges that “FCA executives and FCA employees agree[d] ... and willfully paid and delivered, money and things of value to officers and employees of the UAW,” and that plaintiffs have been unable to discover the complete extent of defendants’ collusive conduct because of the secrecy of the ongoing federal criminal investigations. The complaint refers to a “hybrid 301 claim” and raises two counts: violation of the LMRA and breach of the LMRA duty of fair representation, both of which must be properly alleged in a hybrid claim. The Sixth Circuit affirmed the dismissal of the complaint. A section 301 “hybrid claim” requires evidence of the violation of a contract or CBA and the complaint explicitly does not allege that defendants violated any CBA provision. Plaintiffs failed to allege that they exhausted internal union remedies and CBA grievance procedures and did not establish proximate cause between defendants’ alleged malfeasance and plaintiffs’ injuries. View "Swanigan v. Fiat Chrysler Automobiles U.S., LLC" on Justia Law