Columbus-based financial advisors developed a financial product seemingly unique to the annuities market: the Transitions Beneficiary Income Rider, which would guarantee that, following a life insurance policyholder’s death, an insurance company would pay death-benefit proceeds to beneficiaries throughout their lifetimes. They founded Novus to launch the product. Novus contracted with Genesis and Annexus, financial product developers, to handle the eventual pitch to Novus’s target customer, Nationwide. Each agreement contained a confidentiality provision. Nationwide would not sign a nondisclosure agreement (NDA) and cautioned Novus not to disclose any confidential information about the Rider. An Annexus executive shared the Rider concept by email with Nationwide VP Morrone. Nationwide chose not to pursue the concept. After Novus’s unsuccessful pitch, Branch, Morrone’s supervisor, left Nationwide to join its competitor, Prudential. Branch convinced Ferris, also in Branch’s chain-of-command, and who had allegedly attended the in-person pitch, to leave Nationwide for Prudential. Prudential subsequently launched Legacy “eerily similar to” Rider.In Novus’s suit, alleging that Prudential engaged in trade secrets misappropriation, in violation of Ohio’s Uniform Trade Secrets Act, the district court granted summary judgment to Prudential. The Sixth Circuit affirmed. There is no reference to a confidential relationship through which Prudential acquired information about the Rider concept. View "Novus Group, LLC v. Prudential Financial, Inc." on Justia Law

The Supreme Court reversed the judgment of the court of appeal affirming the judgment of the court of appeal granting summary judgment for the defense in this lawsuit brought by the California Medical Association (CMA), holding that the evidence was sufficient to create triable issues of fact precluding summary judgment.CMA, a nonprofit professional association representing California physicians, sued Aetna Health of California Inc. alleging that Aetna violated the unfair competition law (UCL), Cal. Bus. & Prof. Code 17200 et seq., by engaging in unlawful business practices. At issue was whether Aetna satisifed the UCL's standing requirements by diverting its resources to combat allegedly unfair competition. The Supreme Court held (1) the UCL’s standing requirements are satisfied when an organization, in furtherance of a bona fide, preexisting mission, incurs costs to respond to perceived unfair competition that threatens that mission, so long as those expenditures are independent of costs incurred in UCL litigation or preparations for such litigation; and (2) the trial court erred in granting summary judgment for Aetna on the ground that CMA lacked standing. View "Cal. Medical Assn. v. Aetna Health of Cal., Inc." on Justia Law

Miller, who describes himself as “an active wine consumer,” asserts that he wants to order wine from out-of-state retailers and would like to be able to buy wine in other states and transport that wine back into Ohio for his personal use. House of Glunz is an Illinois wine retailer and alleges that it wishes to ship wine directly to Ohio consumers but cannot. Miller and Glunz challenged the constitutionality of Ohio liquor laws preventing out-of-state wine retailers from shipping wine directly to Ohio consumers and prohibiting individuals from transporting more than 4.5 liters of wine into Ohio during any 30-day period.The district court held that the Direct Ship Restriction is constitutional under binding Sixth Circuit precedent; the Director of the Ohio Department of Public Safety is entitled to Eleventh Amendment immunity from the claims; and the plaintiffs lack standing to challenge the Transportation Limit. The Sixth Circuit affirmed the Director of the Ohio Department of Public Safety’s Eleventh Amendment immunity, reversed with respect to the Direct Ship Restriction and the plaintiffs’ standing to challenge the Transportation Limit. On remand, the district court shall determine whether the challenged statutes “can be justified as a public health or safety measure or on some other legitimate nonprotectionist ground,” and whether their “predominant effect” is “the protection of public health or safety,” rather than “protectionism.” View "Block v. Canepa" on Justia Law

Imperial Sugar went bankrupt in 2001 and suffered a costly accident in 2008, prompting its sale to Louis Dreyfus. Imperial receives from Louis Dreyfus only minimal investment and is an “import-based, price-uncompetitive sugar refinery” that is “structurally uncompetitive” and lost roughly 10 percent of its customers from 2021-2022. Florida-based refiner U.S. Sugar agreed to purchase Imperial. The government sought an injunction (Clayton Act. 15 U.S.C. 18), arguing that the acquisition would have anticompetitive effects, leaving only two entities in control of 75% of refined sugar sales in the southeastern United States. The government applied the hypothetical monopolist test to demonstrate the validity of its proposed product and geographic markets. U.S. Sugar responded that it does not sell its own sugar but participates with other producers in a Capper-Volstead agricultural cooperative that markets and sells the firms’ output collectively but exercises no control over the quantities produced. At capacity, Imperial’s facility could produce only about seven percent of national output. U.S. Sugar argued that distributors constitute a crucial competitive check on producer-refiners that would undermine any attempt to increase prices and noted evidence of the high mobility of refined sugar throughout the country.The Third Circuit affirmed the denial of an injunction, upholding a finding that the government overlooked the pro-competitive effects of distributors in the market, erroneously lumped together heterogeneous wholesale customers, and defined the relevant geographic market without regard for the high mobility of sugar throughout the country. View "United States v. United States Sugar Corp." on Justia Law

Plaintiff-appellee Baker Hughes Services International, LLC, after winning an Ecuadorian arbitration against the Ecuador-based Pesago Consortium, secured an arbitral award enforceable jointly and severally against the Consortium’s two members: Defendant and third-party Campo Puma Oriente S.A. Plaintiff then brought its award to Oklahoma and sued Defendant to confirm the award in the United States. Plaintiff again prevailed, and the district court entered judgment against Defendant for the award’s amount, prejudgment interest, and attorney’s fees. Defendant challenged the enforcement of the arbitration award, arguing: (1) the U.S. district court lacked subject matter jurisdiction to confirm the award; (2) the district court should not have confirmed the award because the parties never agreed to arbitrate their dispute; and (3) the district court improperly awarded attorney’s fees and incorrectly calculated prejudgment interest. After its review, the Tenth Circuit Court of Appeals affirmed affirm everything except the district court’s award of prejudgment interest, which was vacated and remanded for the district court to reconsider. View "Baker Hughes Services International v. Joshi Technologies International" on Justia Law

In March 2020, Concord Baptist Church of Jefferson City, Inc. (Concord Baptist) sustained damage to its facilities in a severe storm. After disagreements with its insurer, Church Mutual Insurance Company (Church Mutual), regarding the amount of loss, Concord Baptist initiated this action, alleging breach of contract and vexatious refusal to pay. The district court granted summary judgment in favor of Church Mutual, concluding that the undisputed facts demonstrated that Concord Baptist failed to comply with a cooperation clause contained in the insurance policy, which precluded coverage. Concord Baptist appealed.   The Eighth Circuit affirmed. The court explained that because Concord Baptist admits that it materially breached the policy, the court need not address Concord Baptist’s argument regarding whether the failure to submit to an EUO was a material breach. However, the court noted that Missouri courts have found a material breach where an insured failed to submit to an EUO before commencing an action against the insurer. Regarding the second element, whether Church Mutual suffered substantial prejudice from Concord Baptist’s material breach, the court agreed with the district court that the undisputed facts show that it did. Finally, as to the third element, whether Church Mutual exercised reasonable diligence in attempting to procure Concord Baptist’s cooperation, the court again agreed with the district court that the undisputed facts demonstrate Church Mutual’s diligence. View "Concord Baptist Church of Jefferson City v. Church Mutual Insurance Company" on Justia Law

This dispute involves several insurers and one defendant insurer’s alleged duty to defend a lawsuit brought against a general contractor of a residential building project. The district court entered partial summary judgment, holding that the defendant insurer had a duty to defend the general contractor in the underlying action for construction defects. The court also issued a stay of other issues raised by the parties, and administratively closed the case. After the defendant insurer filed the present appeal, the underlying action was resolved in a settlement agreement.   The Fourth Circuit concluded that it lacks jurisdiction to consider the present interlocutory appeal challenging the defendant insurer’s duty to defend the general contractor. Therefore, the court dismissed the appeal. The court explained that while the relief granted in the district court’s order originally may have been prospective in nature, the resolution of the underlying action has eliminated from that order any forward-looking mandate. Thus, the court explained that the order before the court in this appeal currently lacks the character of an injunction and does not require the court to consider any question separate from issues that may be appealed after entry of a final judgment in the district court. View "Westfield Insurance Company v. Selective Insurance Company" on Justia Law

MSSC, Inc., sued Airboss Flexible Products Co., alleging anticipatory breach of contract and seeking to enforce a purchase order between the parties after Airboss threatened to stop filling orders unless MSSC agreed to a price increase. Airboss supplied products to MSSC, and MSSC used those products to manufacture parts for their customers. The parties’ purchase order for the Airboss products was identified as a “blanket” order that listed the parts to be supplied but did not include specific quantities. Instead, the purchase order indicated that quantities would be based on the needs of an MSSC customer. MSSC was obligated to create and send “releases” per the terms and conditions, but neither the purchase order nor the terms and conditions obligated MSSC to send any number of firm orders to Airboss—either as a raw number or as a percentage of MSSC’s total need. The trial court granted a preliminary injunction in favor of MSSC, finding that the contract was a requirements contract and was likely enforceable. Airboss moved for summary judgment, arguing that the purchase order failed to satisfy the statute of frauds of the Uniform Commercial Code, MCL 440.1101 et seq. In response, MSSC moved for summary judgment, arguing that the blanket purchase order was a requirements contract that satisfied the statute of frauds. The trial court granted MSSC’s motion, concluding that because the purchase order was identified as a “blanket” order, it contained a “quantity term” that satisfied the statute of frauds. Airboss appealed, and the Court of Appeals affirmed. Contrary to the lower courts, the Michigan Supreme Court found the parties entered into a release-by-release contract, which allowed Airboss to stop selling parts to MSSC. View "MSSC, Inc v. Airboss Flexible Products Co." on Justia Law

You, a U.S. citizen of Chinese origin, worked as a chemist, testing the chemical coatings used in Coca-Cola’s beverage cans. You was one of only a few Coca-Cola employees with access to secret BPA-free formulas. You secretly planned to start a company in China to manufacture the BPA-free chemical and received business grants from the Chinese government, claiming that she had developed the world’s “most advanced” BPA-free coating technology. On her last night as a Coca-Cola employee, You transferred the formula files to her Google Drive account and then to a USB drive. You certified that she had not kept any confidential information. You then joined Eastman, where she copied company files to the same account and USB drive. Eastman fired You and became aware of her actions. Eastman retrieved the USB drive and reported You to the FBI.You was convicted of conspiracy to commit theft of trade secrets, 18 U.S.C. 1832(a)(5), possessing stolen trade secrets, wire fraud, conspiracy to commit economic espionage, and economic espionage. The Sixth Circuit remanded for resentencing after rejecting You’s claims that the district court admitted racist testimony and gave jury instructions that mischaracterized the government’s burden of proof as to You’s knowledge of the trade secrets and their value to China. In calculating the intended loss, the court clearly erred by relying on market estimates that it deemed speculative and by confusing anticipated sales of You’s planned business with its anticipated profits. View "United States v. You" on Justia Law

Thai was an IBM employee. To accomplish his duties, he required, among other things, internet access, telephone service, a telephone headset, and a computer and accessories. On March 19, 2020, Governor Newsom signed the COVID-19 “stay home” order. IBM directed Thai and thousands of his coworkers to continue performing their regular job duties from home. Thai and his coworkers personally paid for the services and equipment necessary to do their jobs while working from home. IBM never reimbursed its employees for these expenses.The court of appeal reversed the dismissal of a complaint under California’s Private Attorneys General Act (PAGA; Labor Code 2699). Section 2802(a)) requires an employer to reimburse an employee “for all necessary expenditures . . . incurred by the employee in direct consequence of the discharge of his or her duties.” The trial court’s conclusion that the Governor’s order was an intervening cause of the work-from-home expenses that absolved IBM of liability under section 2802 is inconsistent with the statutory language. The work-from-home expenses were inherent to IBM’s business and the work performed was for the benefit of IBM. View "Thai v. International Business Machines Corp." on Justia Law