Justia Business Law Opinion Summaries

Anderson & Koch Ford, Inc., a Ford dealership in North Branch, Minnesota, operates under a Ford Sales and Service Agreement. In late 2022, Ford announced plans to establish a new dealership in Forest Lake, Minnesota, and to reassign half of Anderson & Koch’s designated sales area to the new dealership. Anderson & Koch filed a lawsuit in state court, alleging violations of the Minnesota Motor Vehicle Sale and Distribution Act (MVSDA), specifically sections 80E.13(k) and (p). Ford removed the case to federal court and moved to dismiss the claims.The United States District Court for the District of Minnesota partially granted Ford’s motion to dismiss, ruling that Anderson & Koch failed to state a claim under sections 80E.13(k) and (p) regarding the establishment of the new dealership. However, the court allowed Anderson & Koch to challenge the proposed change to its designated sales area under the same sections. Anderson & Koch then appealed the dismissal of its claims related to the new dealership.The United States Court of Appeals for the Eighth Circuit reviewed the case de novo and affirmed the district court’s decision. The appellate court agreed that Anderson & Koch could not challenge the establishment of the new dealership under sections 80E.13(k) or (p) of the MVSDA. The court held that the establishment of a new dealership did not modify the existing franchise agreement, as required by section 80E.13(k), nor did it arbitrarily change the dealer’s area of sales effectiveness under section 80E.13(p). The court also noted that Anderson & Koch had dismissed its claims regarding the change to its sales area, leaving only the challenge to the new dealership on appeal. View "Anderson & Koch Ford, Inc. v. Ford Motor Company" on Justia Law

Calvin Berwald, operating Sokota Dairy, filed a lawsuit against Stan’s, Inc., a local feed mill, alleging breach of contract and breach of implied warranties. Berwald claimed that Stan’s prematurely canceled a soybean meal purchase agreement and sold him contaminated calf starter, resulting in the death of over 200 calves. Stan’s argued that the contract was canceled due to Berwald’s late payments and that the calf deaths were due to poor facilities and feeding practices.The Circuit Court of the Third Judicial Circuit in Jerauld County granted summary judgment in favor of Stan’s on the breach of contract claim, citing accord and satisfaction. The court found that Berwald’s acceptance and deposit of a check from Stan’s, which was intended to settle the dispute, discharged the claim. A jury trial on the breach of warranty claims resulted in a verdict that Stan’s breached the warranty of fitness for a particular purpose but awarded no damages to Berwald. The jury found against Berwald on the claims for breach of the implied warranty of merchantability and barratry.The Supreme Court of the State of South Dakota reviewed the case. The court affirmed the summary judgment, holding that Stan’s satisfied the requirements for accord and satisfaction under SDCL 57A-3-311. The court found no genuine issue of material fact regarding the good faith tender of the check, the existence of a bona fide dispute, and Berwald’s acceptance of the payment. The court also upheld the denial of Berwald’s motion for a new trial, finding no newly discovered evidence that would likely produce a different result and no prejudicial juror misconduct. The court concluded that the circuit court did not abuse its discretion in its rulings. View "Berwald V. Stan's, Inc." on Justia Law

AST & Science LLC, a company in the satellite technology and communications business, hired Delclaux Partners SA to introduce it to registered broker-dealers for investment purposes. Delclaux introduced AST to LionTree Advisors LLC, which handled AST's Series A financing. Two contracts were involved: a Finder’s Fee Agreement between AST and Delclaux, and a separate agreement between AST and LionTree. After the Series B financing, Delclaux claimed it was owed fees from four transactions, which AST refused to pay, leading to AST suing Delclaux for breach of contract, alleging Delclaux acted as an unregistered broker-dealer.The United States District Court for the Southern District of Florida denied summary judgment on AST’s complaint and granted summary judgment to AST on Delclaux’s counterclaim. Delclaux appealed, but the appeal was voluntarily dismissed due to jurisdictional questions. The district court later held that it lacked diversity jurisdiction but claimed federal-question jurisdiction, asserting that the case involved a federal issue regarding the Securities Exchange Act.The United States Court of Appeals for the Eleventh Circuit reviewed the case and disagreed with the district court’s assertion of federal-question jurisdiction. The appellate court held that the breach-of-contract claim was governed by state law and did not meet the criteria for federal-question jurisdiction under the Grable & Sons Metal Products, Inc. v. Darue Engineering & Manufacturing test. The court found that the federal issue was not substantial enough to warrant federal jurisdiction. Consequently, the Eleventh Circuit vacated the district court’s judgment and remanded the case with instructions to dismiss it for lack of subject-matter jurisdiction. View "AST & Science LLC v. Delclaux Partners SA" on Justia Law

Sysco Machinery Corporation, a Taiwanese company, accused DCS USA Corporation, a North Carolina company, of business torts related to their manufacturer-distributor relationship. Sysco alleged that after some of its employees left to form a competitor, Cymtek Solutions, Inc., DCS sold machines made by Cymtek using Sysco's confidential information. Sysco claimed these diverted contracts were worth millions of dollars.Sysco first filed suit in Taiwan, where it claims to have won a preliminary injunction against Cymtek. Sysco then filed a suit in the Eastern District of North Carolina, which it voluntarily dismissed, followed by a suit in the District of Massachusetts, which was dismissed. Finally, Sysco returned to the Eastern District of North Carolina, where it brought claims for trade secret misappropriation, copyright infringement, unfair and deceptive trade practices, and tortious interference with prospective economic advantage. The district court dismissed all claims under Rule 12(b)(6) for failure to state a claim and denied Sysco's post-judgment leave to amend its complaint.The United States Court of Appeals for the Fourth Circuit reviewed the case. The court affirmed the district court's dismissal of Sysco's trade secret misappropriation claim, finding that Sysco did not plausibly allege the existence of a valid trade secret or that DCS misappropriated it. The court also affirmed the dismissal of Sysco's other claims, noting that Sysco did not sufficiently develop its arguments for copyright infringement, unfair and deceptive trade practices, and tortious interference with prospective economic advantage. Finally, the court upheld the district court's denial of Sysco's motion to alter or amend the judgment and for leave to amend the complaint, citing Sysco's repeated failure to state a claim and the potential prejudice to DCS. View "Sysco Machinery Corp. v. DCS USA Corp." on Justia Law

Ian Elliot, Cindy Elliot, and their mother, Ada Elliot, were partners in StarFire, a limited partnership owning property in Gallatin County. Cindy managed StarFire and sought to remove Ian as a general partner. Ian was appointed Ada’s guardian, and Joyce Wuertz was appointed as Ada’s conservator. Ian sued Cindy for misappropriation of funds and sought to remove Wuertz as conservator, but his motions were denied. Ada’s will divided her estate equally between Ian and Cindy, but due to their strained relationship, a special administrator was appointed instead of Ian. Ian’s subsequent motions to disqualify the special administrator were also denied.The Thirteenth Judicial District Court, Yellowstone County, appointed Andrew Billstein as the special administrator of Ian’s estate. The Objectors (Jenny Jing, Alice Carpenter, and Mike Bolenbaugh) filed an untimely appeal against this appointment, which was declined. The Objectors also opposed the settlement agreements proposed by the Special Administrator, which aimed to resolve ongoing litigation involving Ian’s estate. The District Court approved the settlements, finding them reasonable under the Pallister factors, and denied the Objectors’ motion for relief under M. R. Civ. P. 59 and 60.The Supreme Court of the State of Montana reviewed the case and affirmed the District Court’s decisions. The court held that the District Court had subject matter jurisdiction to approve the settlement agreements and did not abuse its discretion in doing so. The court found that the settlements were reasonable, considering the strength of the cases, the risk and expense of further litigation, and the views of experienced counsel. The court also upheld the District Court’s denial of the Objectors’ post-judgment relief motions. View "In re Estate of Elliot" on Justia Law

The case involves a business dispute where ECB USA, Inc. and Atlantic Ventures Corp. (the buyers) sued Savencia Cheese USA, LLC and several individuals (the sellers) after a failed business deal. The buyers, who are foreign nationals, acquired Schratter Foods Incorporated, a Delaware corporation based in New Jersey, after the sellers allegedly misrepresented the company's corporate governance and financial health. The deal was negotiated primarily in France, but the buyers hired a Florida lawyer and moved the company to Florida post-closing.The United States District Court for the Southern District of Florida dismissed the claims against the sellers for lack of personal jurisdiction and dismissed the claims against Savencia Cheese for failure to state a claim. The buyers appealed these dismissals.The United States Court of Appeals for the Eleventh Circuit reviewed the case and affirmed the district court's decision. The appellate court held that the district court lacked personal jurisdiction over the sellers because the buyers' use of a Florida lawyer did not establish sufficient contacts between the sellers and Florida. The court emphasized that due process requires more than a plaintiff's unilateral conduct to confer jurisdiction in a forum.Regarding the claims against Savencia Cheese, the appellate court agreed with the district court that the buyers failed to plead sufficient facts to state a claim. The court found that the buyers' allegations were conclusory and did not meet the required pleading standards for conspiracy, aiding and abetting breach of fiduciary duty, and tortious interference with a contract.In conclusion, the Eleventh Circuit affirmed the district court's dismissal of the claims against both the sellers and Savencia Cheese. View "ECB USA, Inc. v. Savencia Cheese USA, LLC" on Justia Law

The case involves a dispute within the Unification Church, also known as the Unification Movement, following a schism and succession conflict. The plaintiffs, including the Family Federation for World Peace and Unification International, filed a complaint in 2011 against defendants, including Unification Church International (UCI) and its president, Hyun Jin (Preston) Moon. The plaintiffs alleged that the defendants engaged in actions contrary to the church's mission, including amending UCI's articles of incorporation and transferring assets to entities like the Kingdom Investments Foundation (KIF) and the Global Peace Foundation (GPF).The Superior Court of the District of Columbia initially granted partial summary judgment in favor of the plaintiffs, finding that the defendants' actions were inconsistent with UCI's original purposes. However, the court's decision was reversed on appeal in Moon III, where it was held that resolving the plaintiffs' claims would require deciding disputed religious questions, making them nonjusticiable under the First Amendment's religious abstention doctrine. The case was remanded for further proceedings.On remand, the trial court dismissed the remaining claims with prejudice. The court found that the plaintiffs lacked special interest standing to pursue their self-dealing claims against Preston Moon after Moon III, as the claims no longer involved extraordinary measures threatening UCI's existence. The court also determined that the contract claims were nonjusticiable under the religious abstention doctrine, as resolving them would require interpreting religious terms and doctrines. The court declined to apply the potential fraud or collusion exception to the religious abstention doctrine, finding no evidence of bad faith for secular purposes.The District of Columbia Court of Appeals affirmed the trial court's orders, agreeing that the plaintiffs' claims were nonjusticiable and that they lacked special interest standing. The court also upheld the trial court's decision to deny the plaintiffs' motion to reopen discovery, finding no abuse of discretion. The litigation, which spanned over a decade, was thereby brought to a close. View "Family Federation for World Peace and Unification International v. Moon" on Justia Law

A class member objected to the district court's award of attorney's fees in a class action antitrust litigation involving broiler chicken producers. The district court had awarded attorney's fees based on a hypothetical ex ante market for legal services, considering the risk of nonpayment and the normal rate of compensation at the litigation's outset. The objector argued that the district court included skewed fee awards in its calculation.Previously, the United States District Court for the Northern District of Illinois had awarded attorney's fees, but the objector, John Andren, successfully argued on appeal that the court erred by discounting certain auction bids and excluding fee awards from the Ninth Circuit. The Seventh Circuit remanded the case, instructing the district court to reconsider these factors. On remand, the district court awarded a new fee, excluding certain bids and Ninth Circuit awards, and giving significant weight to a specific fee agreement from a comparable case.The United States Court of Appeals for the Seventh Circuit reviewed the district court's revised fee award. The court found that the district court did not abuse its discretion in excluding certain bids and Ninth Circuit awards but erred in relying on a skewed sample of ex post awards. The Seventh Circuit adjusted the fee award by removing non-representative data points, resulting in a revised award of 26.6% of the net common fund. The court affirmed the district court's fee award as modified and remanded the case for further proceedings. View "Andren v End User Consumer Plaintiff Class" on Justia Law

An investor, Snowden Investment LLC, was denied its contractual right to purchase a membership interest in two companies, Boomerang Franchise LLC and Ashburn Indoor Play LLC, which were formed by Maryland Indoor Play, LLC (MIP) and its members. Snowden had a right to invest in these ventures under a Loan and Security Agreement but was not given the required notice.The Circuit Court for Howard County granted summary judgment to Snowden on liability for breach of contract and awarded specific performance for Boomerang and compensatory damages for Ashburn. Snowden's expert valued the damages for Ashburn at $453,333 using a "fair value" approach, which the court accepted. The court also ordered specific performance for Boomerang, requiring the defendants to offer Snowden the opportunity to invest on the same terms as the original members.The Appellate Court of Maryland upheld the Circuit Court's decisions, rejecting the defendants' arguments that specific performance was inappropriate without evidence that Snowden was ready, willing, and able to invest, and that damages should have been measured at the time of breach using "fair market value" rather than "fair value."The Supreme Court of Maryland reviewed the case and held that the proper measure of damages for the breach of an investor’s right is general damages, calculated using the fair market value at the time of the breach minus the price the investor would have paid. The court found that the Circuit Court erred in awarding specific performance for Boomerang without sufficient evidence that Snowden was ready, willing, and able to meet the terms of membership. The Supreme Court reversed the specific performance order and remanded the case for the Circuit Court to enter nominal damages for the Ashburn breach and reconsider attorneys' fees. View "Maryland Indoor Play v. Snowden Investment" on Justia Law

In 2016, Tucker Cianchette secured a multimillion-dollar judgment in Maine Superior Court against his father, step-mother, and two LLCs after they backed out of a 2015 agreement that would have given him sole control of a Ford dealership. Following this, in 2021, Eric and Peggy Cianchette, along with Cianchette Family, LLC, and Better Way Ford, LLC, filed a lawsuit alleging that Ford Motor Company violated state and federal laws during the failed 2015 negotiations and through false testimony by Ford employees in Tucker's 2016 suit.The 2021 lawsuit was initially filed in Maine Superior Court but was removed to the United States District Court for the District of Maine. The District Court dismissed all claims against Ford, leading the plaintiffs to appeal. The plaintiffs argued that Ford's actions during the 2015 negotiations and the 2016 lawsuit constituted violations of Maine's civil perjury statute, the Dealers Act, the federal Automobile Dealers' Day in Court Act, and also amounted to breach of contract and tortious interference with contract.The United States Court of Appeals for the First Circuit reviewed the case and affirmed the District Court's dismissal. The Court of Appeals held that the plaintiffs failed to plausibly allege that Ford made any false representations or that any reliance on such representations was justified. The court also found that the plaintiffs' claims under the Dealers Act were barred by res judicata due to a prior ruling by the Maine Motor Vehicle Franchise Board. Additionally, the court concluded that the implied covenant of good faith and fair dealing did not apply to the breach of contract claims under Michigan law, as the SSA explicitly granted Ford the right to approve changes in ownership. View "Better Way Ford, LLC v. Ford Motor Company" on Justia Law