The United States Court of Appeals for the Ninth Circuit certified a question of law to the Oregon Supreme Court. Defendants Eddie Bauer LLC and Eddie Bauer Parent, LLC, operate the Eddie Bauer Outlet chain of stores, where they sell branded clothing. More than 90 percent of the products offered at the outlet stores are manufactured solely for sale at the outlet stores and were not sold elsewhere. Defendants advertised clothing at the Eddie Bauer Outlet stores as being sold at a substantial discount; with limited exceptions, the clothing was never sold at the “list” price. In 2017, plaintiff Susan Clark purchased two articles of clothing from one of defendants’ outlet stores in Oregon. Plaintiff filed a complaint in federal district court, alleging that defendants had violated multiple provisions of the UTPA, including, among others, ORS 646.608(1)(j) (making false or misleading representations of fact concerning the reasons for, existence of, or amounts of price reductions), and ORS 646.608(1)(ee) (advertising price comparisons without conspicuously identifying the origin of the price the seller is comparing to the current price). Plaintiff alleged she had been fraudulently induced to buy those garments by defendants’ false representation that she was buying them at a bargain price. Defendants moved to dismiss plaintiff’s complaint on the ground that it failed to allege an “ascertainable loss of money or property,” as required of a complainant pursuing a private right of action under the UTPA. The federal appellate court asked the Supreme Court whether a consumer suffered an "ascertainable loss" when the consumer purchased a product that the consumer would not have purchased at the price that the consumer paid but for a violation of [ORS] 646.608(1)(e), (i), (j), (ee), or (u), if the violation arose from a representation about the product’s price, comparative price, or price history, but not about the character or quality of the product itself. The Oregon Court answered the Ninth Circuit's question in the affirmative. View "Clark v. Eddie Bauer LLC" on Justia Law

The Supreme Court answered a certified question by concluding that a series LLC created pursuant to Nev. Rev. Stat. 86.296 must be sued in its own name for the court to obtain jurisdiction over it, so long as the series LLC has observed the corporate formalities provided for in Nev. Rev. Stat. 86.296(3).The United States Court of Appeals for the Ninth Circuit certified to the Supreme Court the question of whether, under Nevada law, a series LLC created pursuant to section 86.296 must be sued in its own name for the court to obtain jurisdiction over it, or whether the master LLC under which the series is created may be sued instead. The Supreme Court answered the question as set forth above, holding that the master LLC may not be legally responsible for the acts of the series LLC and that if a series LLC has observed corporate formalities, it should be the named entity in a lawsuit against the series LLC. View "Federal Housing Finance Agency v. Saticoy Bay LLC" on Justia Law

The Court of Chancery affirmed the judgment of the trial court awarding $75,000 in fees and expenses to Plaintiff's counsel in the underlying stockholder class action instead of the requested award of $1,100,000, holding that the amount requested in this case was unreasonable because the benefits achieved by mooting the lawsuit were insignificant.Plaintiff brought the underlying action challenging a merger agreement under which Centene Corporation agreed to acquire Magellan Health, Inc. Specifically, Plaintiff claimed that, as part of a sale process conducted by Magellan, prospective bidders entered confidentiality agreements that contained provisions that rendered stockholder disclosures materially deficient. Shortly thereafter, Magellan issued supplemental disclosures and waived its rights under three of the four confidentiality agreements. These actions mooted Plaintiff's claims and stipulated to dismissal. Plaintiff's counsel then petitioned the court for the $1,100,000 attorneys' fees and expenses award. The court awarded $75,000 in fees and expenses. The Court of Chancery affirmed and then issued this decision to warn other courts applying Delaware law of policy dangers in regard to mootness fee petitions, holding that there was no error in the award of fees and expenses in this case. View "Anderson v. Magellan Health, Inc." on Justia Law

The Treasury Department administers the Community Development Financial Institutions Fund. The Fund supports financial institutions that serve low-income clients and communities. To be eligible for funding, a financial institution must apply for and receive certification. As part of its certification application, the institution must show that it serves either (1) an Investment Area or (2) a Targeted Population. OnPath Federal Credit Union submitted a certification application. Its application stated that OnPath did not serve an Investment Area but that it did serve a Targeted Population. The Inspector General of the Treasury Department subsequently started an audit of OnPath. Based on the Inspector General’s report, the Fund determined that “as a result of [OnPath] submitting invalid information in its . . . Certification Application, the . . . awards made to [OnPath] constitute improper payments.” OnPath brought an action to challenge the agency’s findings and its demand for repayment. The district court denied OnPath’s motion to supplement the administrative record. The district court then granted summary judgment to the agency, rejecting OnPath’s arbitrariness challenge under the Administrative Procedure Act. OnPath appealed.   The Fifth Circuit affirmed the district court and held that the agency here did not abuse its discretion by requiring repayment under these circumstances. The court explained that when n application for federal funding contains materially false information, it’s reasonable for the federal agency to want the money back. And that is so even if it turns out that the recipient might’ve been eligible to receive the funds on some other basis not presented in the application. View "OnPath Fed Crdt Un v. US Dept of Trea" on Justia Law

Plaintiff-appellant Steve Ahn was a sales executive for a title insurer who claimed his sales figures were adversely affected when his employer barred him from using a particular sales pitch to solicit customers from a competitor who was also a proposed corporate merger partner. Ahn’s pitch told prospective clients that after the proposed merger was finalized, they would have no choice but to comply with his company’s higher-cost, less flexible underwriting standards. He attempted to use this pitch to convince these clients to abandon the competitor before the merger. The issue this case presented for the Court of Appeals' consideration was whether Ahn had standing under the California antitrust statute, known as the Cartwright Act, to assert a cause of action. To this, the Court found that Ahn did not claim injury from the alleged anticompetitive aspects of the proposed merging entities' agreement, but rather from conduct that emphasized their competitive differences. "A complaint that he could not lure customers with a pitch about their restricted postmerger options does not constitute an antitrust injury, meaning Ahn lacks standing to sue under the Cartwright Act." The Court's conclusion that Ahn could not demonstrate an antitrust violation affected his derivative economic relations tort claims, both of which required independently wrongful conduct. Concluding the trial court did not err in granting summary judgment, the appellate court therefore affirmed the judgment. View "Ahn v. Stewart Title Guaranty Co." on Justia Law

Plaintiff Gregg Beldock contracted to purchase four solar assets in development from VWSD, LLC. Following allegations of breach, VWSD sold three of the solar assets to a third party, Green Lantern. Beldock filed a complaint against VWSD alleging breach of contract, breach of the implied covenant of good faith and fair dealing, and unjust enrichment, and against Green Lantern and its president alleging tortious interference with contract and unjust enrichment. VWSD counterclaimed for breach of contract. The trial court granted summary judgment in favor of all three defendants on Beldock’s claims and in part in favor of VWSD on its counterclaim. The Vermont Supreme Court agreed with the trial court’s grant of summary judgment regarding all claims against Green Lantern and its president and the implied-covenant claim against VWSD. However, because portions of the contract were ambiguous and a genuine dispute of material facts remained, the Court concluded summary judgment was inappropriate for Beldock’s breach-of-contract and unjust-enrichment claims against VWSD and VWSD’s counterclaim for breach of contract. Accordingly, judgment was reversed and the matter remanded for further proceedings. View "Beldock v. VWSD, LLC et al." on Justia Law

Penn-Star Insurance Company (Penn-Star) appealed a trial court’s denial of its motion for summary judgment. The Mississippi Supreme Court found after review of the trial court record that because the commercial general liability policy at issue did not cover the sustained losses, the trial court’s order was reversed, judgment was rendered in favor of Penn-Star, and this case was remanded to the trial court for consideration of the remaining issues. View "Penn-Star Insurance Company v. Thompson, et al." on Justia Law

Three cases presented an opportunity for the Georgia Supreme Court to explore the scope and nature of the liability faced by premises owners, occupiers, and security contractors in cases involving personal injuries arising from third-party criminal conduct. Although the underlying appeals varied with respect to their facts and specific issues presented, the resolution of each appeal "necessitates consideration of fundamental principles of premises liability under Georgia law." The Court clarified that the reasonable foreseeability of a third-party criminal act is a determination linked to a proprietor’s duty to keep the premises and approaches safe under OCGA § 51-3-1, and that the totality of the circumstances informs whether a third-party criminal act was reasonably foreseeable. Moreover, the question of reasonable foreseeability is generally reserved to the trier of fact, but the trial court may resolve the issue as a matter of law where no rational juror could determine the issue in favor of the non-moving party. View "Georgia CVS Pharmacy, LLC v. Carmichael" on Justia Law

The Ninth Circuit Court of Appeals certified a question of law to the Oregon Supreme Court. Under Oregon’s Unlawful Trade Practices Act (UTPA), a person who suffers an “ascertainable loss of money or property” as a result of another person’s violation of the UTPA may maintain a private action against that person. The Ninth Circuit's question required a determination of whether a consumer could suffer an “ascertainable loss” under the UTPA based on a retailer’s misrepresentation about price history or comparative prices. More specifically, the Oregon Court had to consider whether a consumer suffered a cognizable “ascertainable loss” under ORS 646.638(1) when she buys items at an outlet store that have been advertised as being sold at a substantial discount but that have never been sold at that or any other location at the “list,” or non-sale price. To this, the Oregon Court responded in the affirmative. View "Clark v. Eddie Bauer LLC" on Justia Law

Plaintiff and his colleague secured provisional patents for a medical device and created a new company, Caisson Interventional, LLC. He sold it to LivaNova USA, Inc. in order to develop and bring it to market. When LivaNova shut down the project, he sued. The district court granted summary judgment for LivaNova. Plaintiff appealed, arguing that LivaNova breached section 4.3 of the UPA. The parties dispute the meaning of LivaNova’s obligation to be “consistent with the efforts and level of care and business decisions [LivaNova] and its affiliates employ generally.” Plaintiff emphasized the obligation to act “consistent with” the (1) efforts, (2) levels of care, and (3) business decisions employed in LivaNova’s other projects. LivaNova stressed the authorization to act as it “generally” does.   The Eighth Circuit affirmed. The court explained that evidence that LivaNova treated similarly situated companies differently than it treated Caisson might carry Plaintiff’s claim past summary judgment. But Plaintiff points to no such evidence in the record—Caisson’s particularities undercut Plaintiff’s premise that a “general approach” to its development can be inferred from LivaNova’s other projects. When Plaintiff argued that Caisson was treated differently than other projects, LivaNova presented evidence that Caisson was different than other projects. With only apples-to-oranges comparisons available on this record, Plaintiff cannot establish a “general” approach to developing the unique Caisson device and thus cannot show inconsistency with the UPA’s requirements. In short, the court held that the device did not work well enough to trigger a contractual obligation. View "Todd Mortier v. LivaNova USA, Inc." on Justia Law