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Great Lakes Brewing sought to end its relationship with one of its distributors, Glazer’s., after it executed a corporate merger without seeking Great Lakes’ consent, as required by their contract. Glazer’s successor corporation sought to preliminarily enjoin the impending termination, arguing that the contract’s consent requirement was invalid under the Ohio Alcoholic Beverages Franchise Act, Ohio Rev. Code 1333.82–87. The district court agreed and found that the remaining equities weighed in favor of granting the preliminary injunction. The Sixth Circuit reversed. Because the parties’ consent provision is valid under state law, the distributor had no likelihood of success on the merits. Far from prohibiting such provisions section 1333.84(F) actually anticipates that parties will include such provisions in their written franchise agreements; the fact that it requires manufacturers to “act in good faith in accordance with reasonable standards for fair dealing” regarding the sale of a distributor’s business necessarily implies that manufacturers can have a say over the transaction. View "Southern Glazer's Distributors of Ohio, LLC v. Great Lakes Brewing Co." on Justia Law

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Several carpenters, including one single-member LLC, an installer of cement siding, and a painter contended they were employees of Bourbeau Custom Homes, Inc. for the purposes of Vermont’s unemployment compensation system. Bourbeau challenged that classification, contending that it was not liable for unemployment taxes on monies paid to a carpenter operating as a single-member LLC because an LLC was not an “individual” under the unemployment tax statute and therefore not subject to the ABC test established by 21 V.S.A. 1301(6)(B). Second, Bourbeau argued the Employment Security Board erred in applying the ABC test with respect to all of the workers whose remuneration is the subject of this appeal. The Vermont Supreme Court agreed with Bourbeau on the first point and held that an LLC was not an “individual” for the purposes of assessing unemployment taxes. However, the Court affirmed the Board’s determination that the remaining four individuals were employees for purposes of Vermont’s unemployment compensation system. View "In re Bourbeau Custom Homes, Inc." on Justia Law

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The issue presented in this contract dispute was whether personal jurisdiction was proper over an out-of-state defendant. It centered on two out-of-state companies, one of which, H2O Environmental, Inc. (“H2O”), was registered to do business in Idaho and maintained an office in Boise. H2O filed suit in Idaho against the other company, Proimtu MMI, LLC, alleging breach of contract and seeking reimbursement for the payment of employment taxes for Proimtu employees. Proimtu moved to dismiss for lack of personal jurisdiction and the district court granted the motion. The Idaho Supreme Court found that Proimtu purposefully availed itself of the benefits and protection of Idaho laws. The exercise of personal jurisdiction by Idaho courts over Proimtu was therefore constitutionally proper. View "H20 Environmental v. Proimtu MMI" on Justia Law

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Michigan Flyer provides public transportation services to the Detroit Metro area and provides services on behalf of the Ann Arbor Area Transportation Authority. In 2014, two disabled individuals sued the Wayne County Airport to prevent it from moving the public transportation bus stop from the curbside at the terminal. Michigan Flyer provided support to the disabled individuals in the lawsuit. Michigan Flyer alleges that after the lawsuit settled, the Airport retaliated against it by extending preferential access to all other transportation providers. The Sixth Circuit affirmed the dismissal of its suit under the Americans with Disabilities Act Title V provisions, 42 U.S.C. 12203(a); the district court’s refusal to reopen the case pursuant to FRCP 59; and denial of the Airport’s motion for attorney’s fees. The statute’s use of the term “individual” is unambiguous and does not include corporations, such as Michigan Flyer. View "Michigan Flyer, LLC v. Wayne County Airport Authority" on Justia Law

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The Supreme Court reversed the decision of the court of appeals, which affirmed the circuit court’s judgment dismissing a lawsuit filed by Petitioners, four golf professionals, against the City of Madison (the City pursuant to the Wisconsin Fair Dealership Law (the WFDL). Petitioners filed a lawsuit against the City after the City informed them that it would not be renewing operating agreements with Petitioners to oversee clubhouse operations at certain golf courses. Petitioners alleged that the City failed to comply with the WFDL in ending the City’s relationship with them and seeking damages. The circuit court granted summary judgment to the City, concluding that the relationships between Petitioners and the City did not constitute “dealerships” protected by the WFDL. The court of appeals affirmed. The Supreme Court reversed, holding (1) the WFDL applies to the City; (2) the relationships between Petitioners and the City are “dealerships” under the WFDL; and (3) Petitioners’ lawsuit is not time-barred, and the City is not immune from the lawsuit. View "Benson v. City of Madison" on Justia Law

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No fiduciary duty arises in a consumer transaction for the purchase of a whole life insurance policy based upon the advice of a financial advisor where the consumer purchasing the policy does not cede decision -making control over the purchase to the financial advisor. In 1995, Bryan Holland, a financial advisor for IDS Life Insurance Corporation, made an unsolicited telephone contact, a "cold call," to Eugene and Ruth Yenchi. At a subsequent meeting and for a fee of $350, Holland presented the Yenchis with a financial management proposal containing a notice that it had been prepared by "your American Express financial advisor" (Holland) and that "[alt your request, your American Express financial advisor can recommend products distributed by American Express Financial Advisors and its affiliates as investment alternatives for existing securities." The Proposal offered the Yenchis a number of general recommendations, including that they monitor monthly expenses, consolidate their debt, consider various savings plans, consolidate current life insurance policies into one policy, review long-term care coverage, keep accurate records for tax purposes (medical expenses and charitable contributions), transfer 401(k) funds into mutual funds, and continue estate planning with an attorney and their financial advisor. The Yenchis implemented some of these recommendations. In 2000, the Yenchis had their portfolio independently reviewed. Through this process, they were advised that Holland’s recommendations would be financially devastating to the Yenchis. In April 2001, the Yenchis sued Holland and his company, American Express Financial Services Corporation, American Express Financial Advisors Corporation, and IDS Life Insurance Company. The Yenchis' asserted claims of negligence/willful disregard, fraudulent misrepresentation, violation of the Uniform Trade Practices and Consumer Protection Law ("UTPCPL"), bad faith, negligent supervision, and breach of fiduciary duty. Of relevance here, with respect to the breach of fiduciary duty claim, the trial court held that no fiduciary relationship was established between the Yenchis and Holland because the Yenchis continued to make their own investment decisions. The Pennsylvania Supreme Court concluded that, consistent with its jurisprudence, no fiduciary duty arose in such a situation. Consequently, the Court reversed the Superior Court's decision to the contrary. View "Yenchi v. Ameriprise Financial" on Justia Law

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Hilliard owned a controlling interest in companies that owned radio stations. In 2003, the companies entered into a loan agreement with Wells Fargo, borrowing $18.9 million, secured by assets that exceeded $50 million. The loan was continuously in default after March 31, 2004. Although the agreement was amended several times, Wells Fargo never foreclosed. Hilliard sold his ranch and was attempting to sell radio stations when, without notice to Hilliard, Wells Fargo sold the loan to Atalaya. Atalay filed suit and was awarded judgments that resulted in Atalaya’s purchase of Hilliard’s companies in bankruptcies. Hilliard, now 78 years old, alleged that Wells Fargo took or assisted in taking his property for wrongful use, with intent to defraud, or by undue influence, violating Welfare and Institutions Code section 15610.30(a)(1)(2), a provision of the Elder Abuse and Dependent Adult Civil Protection Act. The court dismissed, finding that Hilliard lacked standing. The court of appeals affirmed. Hilliard’s circular argument—that the duty breached by Wells Fargo was owed to him personally, and not just as a shareholder, because he is an elder and elder abuse is by definition a personal claim—ignores the fact that his claim does not originate in circumstances independent of his status as a shareholder in the companies. View "Hilliard v. Harbour" on Justia Law

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Plaintiffs filed an amended stockholder derivative complaint alleging that the Qualcomm Inc. board’s knowing disregard for “red flags” resulted in violations of the Foreign Corrupt Practices Act and a U.S. Securities and Exchange Commission cease-and-desist order. Defendants filed a motion to dismiss under County of Chancery Rule 23.1 for failure to make a demand or allege that demand would be futile. The Court of Chancery granted Defendants’ motion to dismiss under Rule 23.1, holding that the complaint failed to allege demand futility as to count one for breach of fiduciary duty claim for improper oversight, count two for waste against the individual defendants, and count three for unjust enrichment against the individual defendants. View "In re Qualcomm Inc. FCPA Stockholder Derivative Litigation" on Justia Law

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Phoenix Pipeline filed a second amended complaint (SAC) alleging breach of contract claims related to SpaceX's failure to pay for its services from 2010 to October 2013. The trial court subsequently granted SpaceX's demurrer, which argued that the license issued to Phoenix Plumbing was not sufficient to satisfy the requirements of Business Code section 7031. The Court of Appeal held that Phoenix Pipeline's SAC failed to state a claim for construction related services because it did not allege that Phoenix Pipeline was a licensed contractor. The court explained that Phoenix Pipeline may not rely upon a license issued to another and that section 7031 was not limited to contracts with unsophisticated persons or homeowners. The court held, however, that Phoenix Pipeline adequately alleged that it provided some services for which no contractor license was necessary. Finally, the trial court acted within its discretion in declining to permit an amendment alleging that Phoenix Pipeline was an employee. Accordingly, the court reversed and remanded. View "Phoenix Mechanical Pipeline, Inc. v. Space Exploration Technologies Corp." on Justia Law

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Norman and Elkin were the only shareholders of USM, a company that acquired and sold rights to radio frequencies. Norman held a minority interest and sought legal relief after he discovered that Elkin had transferred to another company the ownership of several frequencies purchased by USM, that Elkin had treated capital contributions as loans, and that Elkin had paid himself from USM funds without giving Norman any return on his minority investment. Despite two juries agreeing with Norman, verdicts in his favor were overturned. Most of his claims were held to be time-barred after the district court rejected his argument that a state court case he had brought to inspect USM’s books and records under the Delaware Code tolled the statute of limitations. Other claims were eliminated for insufficient evidence. The Third Circuit vacated in part. The district court erred in concluding that tolling of the statute of limitations is categorically inappropriate when a plaintiff has inquiry notice before initiating a books and records action in the Delaware courts and erred in vacating the jury’s award of nominal damages for one of Norman’s breach of contract claims. Norman’s fraud claim was not supported by sufficient proof of damages. View "Norman v. Elkin" on Justia Law