Bigfoot Ventures Limited brought a shareholder derivative action on behalf of NextEngine, Inc. against Mark S. Knighton, ShapeTools, LLC, and NextEngine. Bigfoot alleged that the agreement between NextEngine and ShapeTools was not intended to benefit NextEngine or its shareholders. Bigfoot had a history of litigation against NextEngine, including disputes over loans and intellectual property (IP) rights.The United States District Court for the Central District of California dismissed Bigfoot’s suit, finding that Bigfoot could not fairly or adequately represent the interests of NextEngine’s shareholders as required by Federal Rule of Civil Procedure 23.1. The court considered the ongoing litigation between Bigfoot and NextEngine, which suggested that the derivative action was being used as leverage in other lawsuits. The court also found that Bigfoot’s personal interest in gaining control of NextEngine’s IP outweighed its interest in asserting rights on behalf of NextEngine.The United States Court of Appeals for the Ninth Circuit affirmed the district court’s dismissal. The Ninth Circuit clarified that courts are not required to assess each of the eight factors from Larson v. Dumke when determining plaintiff adequacy in a shareholder derivative action. The court held that the district court did not err in considering the ongoing litigation as an outside entanglement and found that the record supported the district court’s conclusion that Bigfoot was an inadequate plaintiff. The Ninth Circuit also held that the district court did not abuse its discretion by vacating the trial to hear the motion to dismiss, as it raised significant issues that needed to be resolved before trial. View "BIGFOOT VENTURES LIMITED V. KNIGHTON" on Justia Law

The case involves two charitable organizations, Catholic Medical Mission Board, Inc. (CMMB) and Food for the Poor, Inc. (FFP), which were issued cease and desist orders and civil penalties by the Attorney General of California for allegedly making false or misleading statements in their charitable solicitations. The Attorney General found that both organizations overvalued in-kind donations and misrepresented their program efficiency ratios, leading to misleading donor solicitations.The Superior Court of Los Angeles County reviewed the case and found that the challenged statutory provisions, sections 12591.1(b) and 12599.6(f)(2) of the Government Code, were unconstitutional under the First Amendment as they constituted prior restraints on speech. The court vacated the civil penalties and issued permanent injunctions against the Attorney General, preventing the enforcement of these provisions. The court also reformed section 12591.1(b) to exclude violations of section 12599.6 from the Attorney General’s cease and desist authority.The California Court of Appeal, Second Appellate District, reviewed the case. The court affirmed the trial court’s constitutional rulings but vacated the permanent injunctions, stating that the trial court abused its discretion by granting them without requiring the plaintiffs to plead and prove entitlement to such relief. The appellate court remanded the case to allow the plaintiffs to amend their complaints to seek injunctive relief and to prove they are entitled to it. The court also affirmed the trial court’s reformation of section 12591.1(b) and vacated the postjudgment orders awarding attorney fees, directing the trial court to reconsider the fees in light of the appellate court’s rulings. View "Catholic Medical Mission Board, Inc. v. Bonta" on Justia Law

Studco Building Systems US, LLC, a metal fabricator, regularly purchased steel from Olympic Steel, Inc. and paid invoices via ACH payments. In October 2018, Studco received a fraudulent email, purportedly from Olympic, instructing it to redirect payments to a new account at 1st Advantage Federal Credit Union. Studco complied, transferring over $550,000 to the scammers' account. The scammers were never identified, and Studco bore the loss.The United States District Court for the Eastern District of Virginia held a bench trial and ruled in favor of Studco, awarding it $558,868.71 plus attorney fees and costs. The court found 1st Advantage liable under Virginia Code § 8.4A-207 for failing to act in a commercially reasonable manner and for breach of bailment. The court concluded that 1st Advantage should have detected the misdescription of the account name and number.The United States Court of Appeals for the Fourth Circuit reviewed the case. The court reversed the district court's judgment on the misdescription claim, holding that under Virginia Code § 8.4A-207, a bank is not liable for depositing funds into an account based on the account number provided, unless it has actual knowledge of a misdescription. The court found no evidence that 1st Advantage had actual knowledge of the misdescription. The court also reversed the judgment on the bailment claim, stating that a general deposit in a bank does not create a bailment under Virginia law. The court affirmed the district court's denial of punitive damages to Studco.The Fourth Circuit's main holding was that 1st Advantage was not liable under § 8.4A-207 because it lacked actual knowledge of the misdescription, and no bailment was created by the ACH deposits. The case was remanded with instructions to enter judgment in favor of 1st Advantage. View "Studco Building Systems US, LLC v. 1st Advantage Federal Credit Union" on Justia Law

Plaintiff Vanguard Pai Lung, LLC, a manufacturer and distributor of high-speed circular knitting machines, sued its former president and CEO, William Moody, and his associated entities, Nova Trading USA, Inc., and Nova Wingate Holdings, LLC. The lawsuit stemmed from an investigation by Pai Lung Machinery Mill Co. Ltd., which owns a majority interest in Vanguard Pai Lung, revealing alleged fraud and embezzlement by Moody. Plaintiffs brought sixteen claims, including fraud, conversion, embezzlement, unfair and deceptive trade practices, and unjust enrichment. Defendants counterclaimed with twelve claims primarily based on alleged breaches of contract.The Superior Court of Mecklenburg County, designated as a mandatory complex business case, heard the case. After a jury found in favor of the plaintiffs on several claims, including fraud and conversion, defendants filed post-trial motions, including a motion for judgment notwithstanding the verdict (JNOV). The business court ruled that several issues raised in the JNOV motion were not preserved because they were not included in the directed verdict motion. The court also denied defendants' other post-trial motions on the merits.The Supreme Court of North Carolina reviewed the case. The court affirmed the business court's decision, endorsing the rule that to preserve an issue for a JNOV motion under Rule 50(b), the movant must have timely moved for a directed verdict on that same issue. The court agreed that the business court correctly determined that several of defendants' arguments were not preserved and properly rejected the remaining post-trial arguments on the merits. The Supreme Court affirmed the judgment and post-trial orders of the business court. View "Vanguard Pai Lung, LLC v. Moody" on Justia Law

Island Girl Outfitters, LLC (IGO) operated a store called Hippie Gurlz at Eastern Shore Centre, an outdoor shopping mall owned by Allied Development of Alabama, LLC. IGO signed a five-year lease in late 2020 but closed the store after the first year due to slow sales. Allied Development filed a complaint in Baldwin Circuit Court seeking rent and other damages under the lease. The trial court entered a $94,350 judgment in favor of Allied Development against IGO and its owner, Anthony S. Carver, who had personally guaranteed the lease.The Baldwin Circuit Court granted partial summary judgment in favor of Allied Development, finding no genuine issues of material fact regarding IGO's liability for breaching the lease. The court then held a hearing to determine damages, ultimately awarding Allied Development $94,350. IGO and Carver appealed, arguing that Allied Development failed to market and maintain the mall adequately and that they should not be liable for future rent since the storefront was relet shortly after they vacated.The Supreme Court of Alabama reviewed the case de novo regarding the liability determination and under the ore tenus rule for the damages award. The court found that IGO and Carver failed to show that Allied Development had a contractual duty to market and maintain the mall in a specific manner. Therefore, the trial court's summary judgment on liability was affirmed. Regarding damages, the absence of a transcript from the damages hearing meant the court had to presume the trial court's findings were correct. Consequently, the $94,350 judgment was affirmed. View "Island Girl Outfitters, LLC v. Allied Development of Alabama, LLC" on Justia Law

An imposter posing as investment advisor Daniel Corey Payne of Lifetime Financial, Inc. stole over $300,000 from Mark Frank Harding. Prior to this, Lifetime had received several inquiries about a potential imposter posing as Payne but did not post a warning or take significant action. Harding sued Lifetime and others for negligence, arguing that as registered investment advisors, they had a duty to post a warning about the imposter on their website and report the complaints to the Financial Industry Regulatory Authority (FINRA). Harding claimed that had they done so, he would not have transferred funds to the imposter.The Superior Court of Orange County granted summary judgment in favor of the defendants, finding that they owed no duty to Harding. The court noted that Harding was not a client of the defendants and that there was no fiduciary relationship between them. The court also found that there was no statutory or case authority imposing a duty on the defendants to warn nonclients about an imposter.The California Court of Appeal, Fourth Appellate District, Division Three, reviewed the case de novo and affirmed the trial court's judgment. The appellate court agreed that the defendants did not owe a duty to Harding to report the imposter on their website or to FINRA. The court found that FINRA Rule 4530 did not apply because the defendants were not the subject of any written customer complaint involving allegations of theft or misappropriation of funds. The court also found that FINRA Rule 2210 did not impose an affirmative duty to warn the general public about a third-party impersonator. The court concluded that the defendants did not owe a duty to Harding and affirmed the summary judgment. View "Harding v. Lifetime Financial, Inc." on Justia Law

A husband and wife divorced after 19 years of marriage, with six children, including four adopted minors. The wife, a nurse practitioner, challenged the superior court's division of marital assets, particularly the valuation of the husband's law practice, which the court found lacked marketable goodwill. She also disputed the treatment of a $75,000 payout as a pre-distribution rather than interim support and the offsetting of adoption subsidies against the husband's child support obligation.The superior court, Third Judicial District, Anchorage, held a four-day custody trial and a five-day property trial. The court awarded 50/50 shared physical custody and divided the marital estate 60/40 in favor of the wife. The court valued the husband's law firm based on its net assets, excluding goodwill, and found the Wasilla office building was not a marital asset. The court also calculated the husband's child support obligation but reduced it to account for the adoption subsidies received by the wife.The Supreme Court of the State of Alaska reviewed the case. It affirmed the superior court's decision, holding that only marketable goodwill may be divided on divorce, and the evidence showed the law firm lacked such goodwill. The court found no error in the superior court's other decisions, including the pre-distribution in lieu of interim spousal support and the temporary adjustment of the child support obligation. The court also upheld the superior court's valuation of the law firm, the classification of the Wasilla office building, and the finding that the law firm had no excess cash. The Supreme Court concluded that the superior court did not abuse its discretion in declining to award interim spousal support, in its treatment of post-separation earnings, or in its decision not to award long-term spousal support, above-guidelines child support, or additional attorney's fees. The property division, including the award of the marital home to the husband, was found to be equitable. View "May v. Petersen" on Justia Law

Two business partners, Anthony Bertucci and Eugene Watkins, developed low-income housing projects through various entities. Bertucci provided funding, while Watkins managed the projects. Watkins managed the entities' funds through a separate account, which led to concerns about mismanagement and personal use of funds. After Bertucci's health declined, his son Christopher, acting under power of attorney, discovered potential mismanagement and removed Watkins from his roles. This led to a legal dispute involving claims of breach of fiduciary duty and other violations.The probate court granted summary judgment in favor of Watkins on all claims. Bertucci, represented by his son Christopher as executor of his estate, appealed. The Court of Appeals for the Third District of Texas reversed the summary judgment on some claims, finding fact issues regarding fiduciary duties and limitations, but affirmed the judgment on the derivative claims, concluding that Bertucci failed to adequately brief those claims.The Supreme Court of Texas reviewed the case and held that the Court of Appeals erred in concluding that Bertucci waived his appeal on the derivative claims due to inadequate briefing. The Supreme Court also found that the Court of Appeals erred in holding that fact issues precluded summary judgment on Bertucci's individual breach-of-fiduciary-duty claims. However, the Supreme Court agreed with the Court of Appeals that fact issues precluded summary judgment on Watkins's limitations defense and correctly resolved disputes regarding an expert report and the Dead Man's Rule. The Supreme Court reinstated the probate court's summary judgment on the individual breach-of-fiduciary-duty claims and remanded the case to the Court of Appeals to address the derivative claims. View "Bertucci v. Watkins" on Justia Law

Stewart Dubose took over Radco Fishing and Rental Tools, Inc. from his father, John Dubose Sr., and sought to increase the company's cash flow by engaging Commercial Resources, Inc. for an accounts receivable line of credit. Stewart personally guaranteed the debt. Commercial Resources advanced over two million dollars to Radco, but payments ceased in 2015. John Dubose later took control of Radco and began liquidating its assets. Stewart and John settled a separate dispute, agreeing to sell Radco to Dynasty Energy Services, LLC, which assumed Radco's liabilities.Commercial Resources filed a lawsuit against Radco, Stewart, and Dynasty for the outstanding debt. Radco and Dynasty counterclaimed, alleging various defenses and claims against Commercial Resources. The case proceeded to trial, where the court granted a directed verdict against Radco and Stewart, finding them liable for the debt. The jury found Dynasty liable for $448,528.60 but awarded zero damages against Radco and Stewart. The trial court later amended the judgment to hold Radco, Stewart, and Dynasty jointly liable for the debt.The Supreme Court of Mississippi reviewed the case and affirmed the trial court's decisions. The court found no error in the trial court's grant of partial summary judgment dismissing Radco and Dynasty's affirmative defenses due to their delay in pursuing them. The court also upheld the trial court's decision to admit parol evidence, finding the Purchase Agreement ambiguous. The court affirmed the directed verdict against Radco and Stewart, agreeing that Stewart had authority to enter the agreement and that Radco ratified it. The court found no error in the jury instructions or the trial court's denial of post-trial motions. The court also upheld the trial court's award of attorneys' fees to Commercial Resources, finding it appropriate under the contractual provisions. View "Radco Fishing and Rental Tools, Inc. v. Commercial Resources, Inc." on Justia Law

Plaintiffs, representing a putative class, filed an antitrust lawsuit against Grubhub Inc., Postmates Inc., and Uber Technologies, Inc. (collectively, "Defendants"). The plaintiffs alleged that the defendants violated Section 1 of the Sherman Antitrust Act and its state analogues by entering into no-price competition clauses (NPCCs) with restaurants, which prevented the restaurants from offering lower prices through other channels. The plaintiffs claimed that these NPCCs led to artificially high prices for restaurant meals. The class included customers who purchased takeout or delivery directly from restaurants subject to NPCCs, customers who dined in at such restaurants, and customers who used non-defendant platforms to purchase from these restaurants.The United States District Court for the Southern District of New York denied the defendants' motion to compel arbitration. The court held that the scope of the arbitration clauses was an issue for the court to decide and that the clauses did not apply to the plaintiffs' claims as they lacked a nexus to the defendants' Terms of Use. The court also found that the plaintiffs had not agreed to Grubhub's Terms of Use.The United States Court of Appeals for the Second Circuit reviewed the case. The court affirmed the district court's decision in part, ruling that the question of arbitrability for the plaintiffs' claims against Grubhub is for the court to decide and that Grubhub's arbitration clause does not apply to the plaintiffs' antitrust claims. However, the court reversed the district court's decision in part, finding that Grubhub had established an agreement to arbitrate with the plaintiffs and that the threshold question for the plaintiffs' claims against Uber and Postmates is for the arbitrator to decide. The case was remanded for further proceedings consistent with this opinion. View "Davitashvili v. Grubhub" on Justia Law