Rex Distributing Company was a wholesaler of Anheuser-Busch’s beer. When Rex sought to sell its business, Anheuser-Busch asserted a contractual right to “redirect” the sale to its preferred buyer, Mitchell Distributing Company. Rex alleged the redirect provision was void under Mississippi’s Beer Industry Fair Dealing Act (BIFDA) and that Anheuser-Busch’s interference with the sale caused it damages actionable under the same statute. The trial court dismissed Rex’s claims against Anheuser-Busch and Mitchell for failure to state a claim upon which relief can be granted. The Mississippi Supreme Court reversed, however, concluding Rex alleged a valid cause of action. The dismissal of Rex’s BIFDA claim against Anheuser-Busch and the derivative claims against Mitchell were reversed and the matter remanded for further proceedings. The Supreme Court affirmed the trial court’s judgment dismissing Rex’s other claims. View "Rex Distributing Company, Inc. v. Anheuser-Busch, LLC" on Justia Law

This case involved three consolidated interlocutory appeals; each arose from litigation filed by Franklin Collection Service, Inc. (Franklin), against BancorpSouth Bank. Franklin and BancorpSouth had been in litigation for approximately forty months. After Franklin determined that BancorpSouth had failed to file a responsive pleading to the second amended complaint, Franklin applied for and obtained an entry of default by the clerk. Franklin also filed a motion to deem admitted the allegations of the second amended complaint. BancorpSouth filed a motion to set aside the entry of default and a motion for leave to file a responsive pleading to the second amended complaint. The trial court heard each motion and decided to deny Franklin’s motion to deem admitted the allegations of the second amended complaint; to grant BancorpSouth’s motion for leave to file a responsive pleading to the second amended complaint; and to deny BancorpSouth’s motion to set aside the entry of default. Franklin appealed and BancorpSouth cross-appealed. The Mississippi Supreme Court concluded that in light of the colorable defenses presented by BancorpSouth and the lack of prejudice to Franklin, the trial court did not abuse its discretion in allowing BancorpSouth to file an answer to Franklin’s second amended complaint. Therefore, the Court concluded the trial court properly denied Franklin's motion to deem admitted the allegations in the second amended complaint. The Court affirmed two interlocutory orders at issue in Franklin's appeal reversed the order at issue in BancorpSouth's cross-appeal, and remanded this case for further proceedings. View "Franklin Collection Service, Inc. v. BancorpSouth Bank" on Justia Law

In 2005, Brian Crumb, Frankie McFeron-Crumb, and Marian Crumb joined together with Richard Abbey and Keri Ann Abbey to form Abbey & Crumb Developments, LLC, for the purpose of developing an eighteen-lot subdivision near Post Falls, Idaho. Sometime in 2006, the LLC caused a road to be constructed, which was to serve as the entrance for the subdivision (the entrance road). The road was built on Brian and Frankie Crumb’s land abutting the subdivision and, once constructed, was the only drivable road in and out of the subdivision. In September 2006, the Crumbs withdrew from the LLC. Shortly thereafter, the LLC defaulted on a loan from Security Investor Fund, LLC, and Security Financial Fund, LLC (collectively “Security”). Security then accepted deeds in lieu of foreclosure from the LLC and became an owner of certain lots within the subdivision. At some point in 2017, Brian Crumb took the position that certain subdivision lot owners did not have a right to use the entrance road on his adjoining property, as no applicable easements had ever been recorded. Security then sued in an effort to establish an easement to use the entrance road. The district court granted summary judgment to Brian Crumb and entered judgment in his favor dismissing Security’s complaint. Security appealed. The Idaho Supreme Court affirmed the district court’s grant of summary judgment to Crumb, and its denial of attorney fees to Crumb. View "Security Investor Fund v. Crumb" on Justia Law

In this quo warranto case in which the attorney general sought to dissolve Omar Ibn El Khattab Mosque, Inc. the Supreme Court granted Appellants' motion for reconsideration of the Court's decision affirming the decision of the court of appeals granting the writ, vacated its earlier decision, reversed the judgment of the court of appeals, and remanded the case with instructions to deny the writ, holding that this Court's initial decision was in error. The Ohio attorney general filed a complaint for a writ of quo warranto seeking to dissolve the corporation and appoint a receiver, alleging that the corporation violated three rules of corporate governance. The court of appeals issued a writ of quo warranto. The Supreme Court affirmed. The Court subsequently granted Appellants' motion for reconsideration and held that the writ should not issue. View "State ex rel. Yost v. Omar Ibn El Khattab Mosque, Inc." on Justia Law

Almost twenty years after four dentists formed a partnership to acquire and maintain a dental office building, the then-partners amended their agreement to allow one of the partners, Dr. Richard Hallberg, to assign his partnership interest to his living trust, and to substitute the trustee (then Dr. Hallberg) as a general partner in place of Dr. Hallberg individually. Litigation ensued 15 years later after Dr. Hallberg's death over whether, despite the substitution, Dr. Hallberg was still a partner at the time of his death, which would trigger buyout provisions that applied in the event of a partner's death. While a trust cannot act in its own name and must always act through its trustee, a trust is a "person" that may associate in a partnership under the Uniform Partnership Act of 1994 (UPA), based on the plain language of the UPA's definition of "person." The clear statutory language is reinforced by other provisions of the statute, as well as by its legislative history. The Court of Appeal held that Dr. Hallberg was not a partner when he died. Rather, his trust, or the trustee of his trust, was the partner. The court saw no contradiction between the terms of the UPA and California trust law. To the extent Presta v. Tepper, (2009) 179 Cal.App.4th 909, 918, suggested otherwise, the court disagreed. Accordingly, the court reversed the trial court's judgment holding that the trust was not a separate legal entity. View "Han v. Hallberg" on Justia Law

In this appeal brought by Alex Mantle and Marjorie Mantle the Supreme Court affirmed in part and reversed and remanded in part the district court's decision as to various post-trial issues in ongoing litigation arising from a soured business deal. The Court held (1) the district court lacked subject matter jurisdiction to offset the judgments when that issue was pending in the Supreme Court in Mantle I; (2) with respect to Killmer Settlement Funds, (a) there was no reviewable order in the record regarding whether the Garlands had standing to assert a direct claim against Karl Killmer, and (b) the Mantles did not have a superior security interest in the Killmer Settlement Funds by operation of the “general intangibles” clause of the FNB security agreement; (3) the district court did nor when it awarded North Star Energy & Construction, LLC's attorneys, The Kuker Group, their attorney fees from a portion of the Killmer Settlement Funds; and (4) the district court did not err when it issued a nunc pro tunc order that removed Marjorie Mantle’s name from the order that disbursed the Killmer Settlement Funds. View "Mantle v. North Star Energy & Construction LLC" on Justia Law

Rotondo was the sole owner of Apex, which wholly owned four limited liability companies (Directional Entities). Apex and the Directional Entities provided services, such as human resources, to different clients. Rotondo sold the Directional Entities’ key asset, customer lists, to AES, which agreed to pay Rotondo a share of its gross profits in the form of “Consulting Fees.” Two entities sought to collect Rotondo’s Consulting Fees: Akouri loaned money to one of Rotondo’s other companies and had a security interest in Apex’s assets and a judgment against Rotondo and Apex for $1.4 million. Rotondo also owes the IRS $3.4 million. The IRS filed several notices of tax liens against Rotondo, Apex, and the Directional Entities. AES filed an interpleader action. The Sixth Circuit affirmed summary judgment in favor of the IRS. The timing of a federal tax lien is measured by when the IRS gave notice of its lien, 26 U.S.C. 6323(a), (f); the timing of state security interests, like Akouri’s, is measured by when they become “choate”—i.e., complete or perfected. Akouri’s interest would be choate as of 2019, but the IRS’s tax liens date to before 2019. The court rejected Akouri’s attempt to recategorize the customer list assets as originally belonging to Apex rather than the Directional Entities. View "AES-Apex Employer Services, Inc. v. Rotondo" on Justia Law

After a limited liability company and its individual members failed to make payments on a real estate loan, the lender sued. One member, Kenneth Duffus, cross-claimed against a second member, Lee Baker, Jr., alleging breach of contract and tort claims related to the management of the business. Baker counterclaimed against Duffus, also alleging breach of contract and tort claims. After several years of litigation, only the claims by and between Duffus and Baker remained; the superior court granted partial summary judgment to Duffus, finding that the statutes of limitation barred Baker’s counterclaims. A trial jury found against Baker on Duffus’s breach of contract and tort claims, and awarded damages to Duffus. Baker appealed the grant of summary judgment and a number of procedural issues from the trial. Because the Alaska Supreme Court determined it was error to conclude that Baker’s claims were not compulsory counterclaims, thus changing the statutes of limitation analysis, it reversed the superior court’s grant of summary judgment, vacated the judgment, and remanded for a new trial on both Duffus’s cross-claims and Baker’s counterclaims. View "Baker v. Duffus" on Justia Law

Greenway Health, LLC, and Greenway EHS, Inc. (formerly EHS, Inc.) (collectively, "the Greenway defendants"), and Sunrise Technology Consultants, LLC, and Lee Investment Consultants, LLC (collectively, "the Sunrise defendants"), appealed separately a circuit court order denying their motion to compel the arbitration of certain claims asserted against them by Southeast Alabama Rural Health Associates ("SARHA"). Because the Alabama Supreme Court determined the Greenway defendants failed to establish the existence of a contract containing an arbitration provision, the Sunrise defendants' argument based on an intertwining-claims theory also failed. The Court therefore affirmed the trial court's denial of the Greenway defendants' and the Sunrise defendants' motions to stay proceedings and to compel arbitration. View "Greenway Health, LLC, and Greenway EHS, Inc. v. Southeast Alabama Rural Health Associates" on Justia Law

After Hawk died, his wife, Nancy, decided to sell the family business, Holiday Bowl and made a deal with MidCoast, which claimed an interest in acquiring companies with corporate tax liabilities that it could set off against its net-operating losses. Holiday first sold its bowling alleys to Bowl New England, receiving $4.2 million in cash and generating about $1 million in federal taxes. Nancy and Billy’s estate then sold Holiday Bowl to MidCoast for about $3.4 million,"in essence exchanging one pile of cash for another minus the tax debt MidCoast agreed to pay." MidCoast never paid the taxes. The United States filed a transferee-liability action against Nancy and Hawk’s estate. The Tax Court ruled for the government. The Sixth Circuit affirmed, reasoning that the Hawks were transferees of a delinquent taxpayer under 26 U.S.C. 6901, and that Tennessee has adopted the Uniform Fraudulent Transfer Act, which provides remedies to creditors (like the United States) when insolvent debtors fraudulently transfer assets to third parties. Holiday Bowl owed taxes. “Congress, with assistance from the courts, has constructed a formidable defense against taxpayer efforts to traffic in net operating losses and other corporate tax benefits.” View "Billy F. Hawk, Jr., GST Non-Exempt Marital Trust v. Commissioner of Internal Revenue" on Justia Law