PayPal users can transfer money to businesses and people; they can donate to charities through the Giving Fund, its 501(c)(3) charitable organization. Kass created a PayPal account and accepted PayPal’s 2004 User Agreement, including a non-mandatory arbitration clause and allowing PayPal to amend the Agreement at any time by posting the amended terms on its website. In 2012 PayPal amended the Agreement, adding a mandatory arbitration provision. Users could opt out until December 2012. In 2016, PayPal sent emails to Kass encouraging her to make year-end donations. Kass donated $3,250 to 13 charities through the Giving Fund website. Kass alleges she later learned that only three of those charities actually received her gifts; none knew that Kass had made the donations. Kass claims that, although Giving Fund created profile pages for these charities, it would transfer donated funds only to charities that created a PayPal “business” account; otherwise PayPal would “redistribute” the funds to similar charities.Kass and a charity to which she had donated filed a purported class action. The district court granted a motion to compel arbitration, then affirmed the arbitrator’s decision in favor of the defendants. The Seventh Circuit vacated. In concluding that Kass had consented to the amended Agreement, the district court erred by deciding a disputed issue of fact that must be decided by a trier of fact: whether Kass received notice of the amended Agreement and implicitly agreed to the new arbitration clause. View "Kass v. PayPal Inc." on Justia Law

In 1965, the predecessors of the Louisville and Jefferson County Metropolitan Government established the Riverport Authority, which constructed and owns a 300-acre Ohio River port facility. In 2009, the Authority leased the facility to “Port of Louisville.” In 2016, the parties extended the lease, potentially until 2035. According to Port, in 2018, Bouvette, the Authority’s director, started secret negotiations with its competitor, Watco. Port alleges that Bouvette and Watco needed a pretext to terminate the existing agreement and hired outside advisors to inspect the facility. These allegedly biased advisors found the facility “mismanaged, unsafe, and in disrepair.” The Authority asserted that Port had breached the lease and filed suits to remove it from the facility while conducting public bidding and awarding a lease to Watco, contingent on Port’s removal from the site. In one suit, Kentucky courts upheld a decision in favor of Port.In another suit, Port alleged tortious interference with contractual and business relationships, civil conspiracy, and defamation against Watco and Bouvette. The district court rejected Bouvette’s defenses under state-law sovereign immunity, governmental immunity, and Kentucky’s Claims Against Local Governments Act, noting the Authority’s status as a corporation and that it performed a proprietary (not governmental) function. The Sixth Circuit reversed. Under Kentucky law, a “state agency” cannot receive “automatic” immunity but the Authority is under the substantial control of an immune “parent.” The development of “transportation infrastructure” is a government task; the Authority does not act with a “profit” motive and alleviates a statewide concern. View "New Albany Main Street Props. v. Watco Co., LLC" on Justia Law

The Supreme Judicial Court dismissing Appellant's appeal from an order entered by the business and consumer docket dismissing two of three counts in Appellant's action against Flats Industrial, Inc. and three other Flats shareholders (collectively, Appellees), holding that Appellant's notice of appeal was untimely filed.Appellant, a Flats shareholder, filed this action claiming that Flats improperly failed to disclose records and breach of fiduciary duty. The court dismissed counts two and three of the second complaint and left count one as the only remaining claim for relief in the action. The parties later stipulated to the dismissal of count one. Appellant appealed, and Appellees moved to dismiss the appeal on the ground that Appellant's notice of appeal was not timely filed under Me. R. App. P. 2B(c)(1). The Supreme Judicial Court dismissed the appeal for lack of jurisdiction, holding that Appellant's appeal was filed after the deadline for appeal had expired. View "Fournier v. Flats Industrial, Inc." on Justia Law

Plaintiff-Appellant FAT Brands Inc. alleged that Defendants engaged in a conspiracy to defraud Plaintiff by misleading it as to the source and certainty of deal funding. On appeal, FAT Brands Inc. argues that the district court (Furman, J.) erred by dismissing claims against Defendants-Appellees Kristina Fields and Mickey Edison for lack of personal jurisdiction pursuant to Federal Rule of Civil Procedure 12(b)(2); claims against Defendants-Appellees SJ Global Investments Worldwide, Ltd., SJ Global Investments, Ltd., Peter Samuel, and Neil Walsh for failure to state a claim pursuant to Rule 12(b)(6); and separate claims against Defendant-Appellee Wesley Ramjeet for failure to state a claim.   The Second Circuit vacated in part and affirmed in part the district court’s decision and remanded. The court held that FAT Brands plausibly alleged a conspiracy in which both Fields and Edison joined and participated. As such, the court turned to the three additional requirements to establish personal jurisdiction over a co-conspirator under New York law (awareness, benefit, and direction or control). The court held that all three are satisfied. Accordingly, the court vacated the district court’s order dismissing Count IV against Fields and Edison.   Further, the court wrote that because FAT Brands adequately alleged that the SJ Global Defendants conspired with the PPMT Defendants to commit the fraud, it states a claim against the SJ Global Defendants for the primary fraud tort as well. Accordingly, the court vacated the district court’s order dismissing Count IV against the remaining SJ Global Defendants. View "FAT Brands Inc. v. Ramjeet et al." on Justia Law

Elanco Animal Health sent Ambassador Animal Hospital two unsolicited faxes inviting Ambassador’s veterinarians and its owner to RSVP for two free dinner programs: one titled “Canine and Feline Disease Prevention Hot Topics” and the other “Rethinking Management of Osteoarthritis.” The faxes indicated that both programs had been approved for continuing education credits and provided the names of the programs’ presenters. The corners of each invitation included the trademarked “Elanco” logo, and the bottom of each fax contained a notice encouraging recipients to consult their state or federal regulations or ethics laws about restrictions on accepting industry-provided educational and food items.Ambassador filed suit, alleging violations of the Telephone Consumer Protection Act, 47 U.S.C. 227 (TCPA), and arguing that the faxes were unsolicited advertisements because the free dinner programs were used to market or sell Elanco’s animal health goods and services. The Seventh Circuit affirmed the dismissal of the complaint. The text of the TCPA creates an objective standard narrowly focused on the content of the faxed document. The faxes do not indicate—directly or indirectly—to a reasonable recipient that Elanco was promoting or selling some good, service, or property as required by the TCPA. The court rejected a “pretext” argument. View "Ambassador Animal Hospital, Ltd. v. Elanco Animal Health Inc." on Justia Law

Barber Group, Inc., doing business as Barber Honda (Barber)—a car dealer in Bakersfield, California—brought an establishment protest to the California New Motor Vehicle Board (Board), challenging a decision by American Honda Motor Co., Inc. (Honda) to open a new dealership about nine miles away. The Board overruled Barber’s protest, and the trial court denied Barber’s petition for administrative mandate challenging the Board’s decision. On appeal, Barber argued the Board prejudicially erred when it: (1) relied on Honda’s dealer performance standards at the protest hearing without first deciding whether those standards were reasonable; (2) permitted the proposed new dealership to exercise a peremptory challenge to an administrative law judge initially assigned to the protest hearing, contrary to notions of fairness and the Board’s own order in the matter; and (3) denied Barber’s request that it take official notice of the effects of the COVID-19 pandemic. Finding no reversible error, the Court of Appeal affirmed. View "Barber Group, Inc. v. New Motor Vehicle Bd." on Justia Law

This case arose when two companies merged in the biopharmaceutical market. Biopharmaceutical companies develop medicines from living cells. Those medicines must be tested and then approved by the Food and Drug Administration before they can be publicly marketed. The two companies here—INC Research Holdings, Inc. and inVentiv Health, Inc.—did not develop their own medicines, but helped other companies that did. Pre-merger, INC Research specialized in assisting biopharmaceutical companies conduct clinical trials as part of the Food and Drug Administration’s approval process. Wanting to break into the approved-drugcommercialization market, INC Research sought to merge with inVentiv in 2017. Plaintiffs claim that they relied on allegedly misleading statements that INC Research and its executives made in three different communications: (1) the press release announcing the merger; (2) an earnings call held on May 10; and (3) an earnings call held on July 27. The district court dismissed Plaintiffs’ case for failure to state a claim.   The Fourth Circuit affirmed. The court explained that INC Research’s investors have a right to be disappointed that their company’s performance did not meet its optimistic projections. But that does not mean that they also have a right to civil remedies under federal securities law. Securities fraud liability cannot be “predicated solely on an overly optimistic view of a future which may, in fact, encounter harsh economic realities down the road.” View "San Antonio Fire & Police Pension Fund v. Syneos Health Inc." on Justia Law

The PredictIt Market is an online marketplace that lets people trade on the predicted outcomes of political events. Essentially, it is a futures market for politics. In 2014, a division within the Commodity Futures Trading Commission (“CFTC”) issued PredictIt a “no-action letter,” effectively allowing it to operate without registering under federal law. But, in 2022, the division rescinded the no-action letter, accusing PredictIt of violating the letter’s terms but without explaining how. It also ordered all outstanding PredictIt contracts to be closed in fewer than six months. Various parties who participate in PredictIt (collectively, “Appellants”) challenged the no-action letter’s rescission in federal district court and moved for a preliminary injunction. The district court has not ruled on that motion, though, despite PredictIt’s looming shutdown. Appellants sought review, treating the district court’s inaction as effectively denying a preliminary injunction.   The Fifth Circuit concluded that a preliminary injunction was warranted because the CFTC’s rescission of the no-action letter was likely arbitrary and capricious. So, the court remanded for the district court to enter a preliminary injunction while it considers Appellants’ challenge to the CFTC’s actions. The court explained that the DMO’s withdrawal of no-action relief constitutes final agency action. Further, the decision to rescind a no-action letter is not “committed to agency discretion by law.” The court concluded that the revocation of the no-action letter was likely arbitrary and capricious because the agency gave no reasons for it. And the agency’s attempts to retroactively justify the revocation after oral argument—and in the face of our injunction—only underscore why Appellants are likely to prevail. View "Clarke v. CFTR" on Justia Law

The Court of Chancery declined to approve a settlement agreement negotiated between Plaintiffs and Defendants on behalf of a class of common stockholders Plaintiffs purported to represent, holding that the proposed settlement was not fair and did not fulfill the principles of due process.Plaintiffs, common stockholders of AMC Entertainment Holdings, Inc., brought direct claims on behalf of a putative class of common stockholders seeking injunctive relief to stop AMC from holding a special meeting at which Plaintiffs, along with holders of fractional units of blank check preferred stock, were scheduled to vote upon two charter amendments that would authorize more common stock triggering the conversion of the fractional units into shares of common stock and reverse a stock split. Before a preliminary injunctive hearing, Plaintiffs negotiated a settlement with Defendants. The Court of Chancery held that the settlement could not be approved as submitted because, among other things, the settlement purported to release claims that did not arise out of the same factual predicate as the claims asserted in this action and because the release of claims arising out of preferred interests was not supported by consideration. View "In re AMC Entertainment Holdings, Inc. Stockholder Litigation" on Justia Law

Consolidated suits claimed that many firms in the broiler-chicken business formed a cartel. Third-party discovery in that ongoing suit turned up evidence that Rabobank, a lender to several broiler-chicken producers, urged at least two of them to cut production. Some plaintiffs added Rabobank as an additional defendant.The Seventh Circuit affirmed the dismissal of those claims. The Sherman Act, 15 U.S.C. 1, bans combinations and conspiracies in restraint of trade and does not reach unilateral action. Here, all the plaintiffs allege is that Rabobank tried to protect its interests through unilateral action. The complaint does not allege that Rabobank served as a conduit for the producers’ agreement, helped them coordinate their production and catch cheaters, or even knew that the producers were coordinating among themselves. A flurry of emails among managers and other employees at Rabobank observing that lower output and higher prices in the broiler-chicken market would improve the bank’s chance of collecting its loans and a pair of emails from the head of Rabobank’s poultry-lending section, to executives at two producers indicated nothing but unilateral action. The intra-Rabobank emails could not have promoted or facilitated cooperation among producers and the two messages only reminded the producers that as long as demand curves slope downward, lower output implies higher prices. Advice differs from agreement. View "Amory Investments LLC v. Utrecht-America Holdings, Inc." on Justia Law