Justia Business Law Opinion Summaries

In the case before the Supreme Court of the State of Alaska, MJ Corporation, the owner of an automated teller machine (ATM), sued Societe Financial, LLC, an ATM processor, and its owner, James Dainis, for breach of contract, conversion, and for piercing the corporate veil. MJ Corp. alleged that it had not been receiving its full share of transaction fees and reimbursement for vault cash dispensed by the ATM as per their agreement.The court reversed summary judgment on the breach of contract claim and piercing the corporate veil, as the processor presented genuine issues of material fact pertaining to those claims. The court held that while MJ Corp. presented admissible evidence of an implied contract and breach of the same, Dainis's affidavit raised a genuine dispute of material fact regarding the damages, thus barring summary judgment on the breach of contract claim.The court affirmed the superior court’s decision to grant summary judgment on the conversion claim. It found that MJ Corp. satisfied its prima facie burden for summary judgment, and Societe's evidence was too conclusory to present a genuine dispute of material fact regarding conversion.Regarding the claim to pierce the corporate veil, the court found that there was insufficient evidence on summary judgment to hold Dainis personally liable or to pierce the corporate veils of Societe's subsidiary company and another company owned by Dainis. The case was remanded for further proceedings in line with the court's opinion. View "Societe Financial, LLC v. MJ Corporation" on Justia Law

In this case, Lee Baker and Kenneth Duffus were partners in a real estate development company, Harvest Properties, LLC. Baker was accused of defrauding the company, leading to a lawsuit from the company's members for defaulting on a loan. Duffus cross-claimed against Baker, alleging Baker had violated the Unfair Trade Practices and Consumer Protection Act (UTPA). Baker argued that the UTPA did not apply since his conduct was part of a real estate transaction and was within the company's internal operations. The Supreme Court of the State of Alaska rejected Baker's arguments and affirmed the superior court's ruling. The court held that Baker's fraudulent actions were not part of a real estate transaction because they did not involve the actual transfer of an interest in real property. Instead, they interfered with the company's ability to realize larger, future real estate transactions. The court also held that the UTPA applies even when a party has a fiduciary relationship with a business entity if the parties also engage in arms-length commercial transactions. Baker's provision of services through his separate corporation was considered such an arms-length transaction. View "Baker v. Duffus" on Justia Law

In this case, the Supreme Court of the State of Alaska upheld a lower court's decision that Williams Alaska Petroleum, Inc. and The Williams Companies, Inc. (collectively, "Williams") were strictly liable for the release of hazardous substances at a North Pole refinery they previously owned and operated. The substances, including sulfolane, a purifying solvent, had contaminated local groundwater. The court also upheld the ruling that Williams was responsible for paying damages to the State of Alaska and making contributions to the current owner, Flint Hills Resources, for its remediation costs.The court rejected Williams's claims that sulfolane was not a hazardous substance under state law. It also rejected the argument that the company's due process rights were violated because, it argued, it did not have fair notice that its conduct was prohibited. The court further denied Williams's argument that the imposition of retroactive liability for past releases constituted an unconstitutional taking of property.In addition, the court determined that Williams had retained liability for offsite sulfolane releases when it sold the refinery to Flint Hills. It also found that Flint Hills could seek statutory contribution from Williams for certain costs related to the contamination. However, the court remanded the grant of injunctive relief for more specificity as required by rule. Williams was ordered to pay damages for loss of access to groundwater due to sulfolane contamination, and for the costs of response, containment, removal, or remedial action incurred by the state. View "Williams Alaska Petroleum, Inc. v. State of Alaska" on Justia Law

A landlord leased a commercial building to two tenants who operated an automotive repair business on the property. The landlord refused to adhere to provisions in the lease requiring him to maintain and repair the property and to cover the property insurance, so the tenants paid for the property insurance and for substantial repairs that were needed after the roof failed. The landlord initiated a forcible entry and detainer action after the tenants held over at the end of the lease term; the tenants counterclaimed for breach of contract. After trial, the superior court ruled that the landlord had breached the lease and awarded the tenants damages. The superior court also awarded the tenants attorney’s fees. The landlord appealed, arguing: (1) the tenants did not file their counterclaim within the applicable statute of limitations; (2) the evidence did not support the damages award; and (3) the attorney’s fees award was an abuse of discretion. Seeing no error, the Alaska Supreme Court affirmed the superior court’s decisions. View "Griffith v. Hemphill, et al." on Justia Law

A corporate shareholder alleged the corporation violated his statutory right to inspect certain records and documents. The superior court found that the shareholder did not assert a proper purpose in his request. The shareholder appealed, arguing the superior court erred by finding his inspection request stated an improper purpose, sanctioning him for failing to appear for his deposition, and violating his rights to due process and equal protection by being biased against him. After review, the Alaska Supreme Court reversed the superior court’s order finding that the shareholder did not have a proper purpose when he requested the information at issue from the corporation, but it affirmed the superior court’s discovery sanctions. View "Pederson v. Arctic Slope Regional Corporation" on Justia Law

The dispute that arose in this case concerned an easement that lead from the Glenn Highway over residential property to a parcel of land used as a jumping-off point for a Matanuska Glacier tourism business. After years of disagreement over issues related to road maintenance, traffic, safety, and trespass on the homeowner’s property by visitors to the glacier, the homeowner erected a sign stating “No Glacier Access” near the entrance to the road. The business owner filed suit, and the homeowner counterclaimed for defamation based on inflammatory allegations made in the complaint. The superior court largely ruled in favor of the business owner, holding that he had a right to use the easement for his glacier tourism business, that his road maintenance work was reasonably necessary and did not unreasonably damage the homeowner’s property despite minor increases in the width of the road, and that the “No Glacier Access” sign had unreasonably interfered with his use of the easement. The superior court also dismissed the defamation counterclaims and awarded attorney’s fees to the business owner. Finding no reversible error in the superior court’s judgment, the Alaska Supreme Court affirmed the superior court’s judgment in full. View "Wayson v. Stevenson" on Justia Law

The Alaska Department of Revenue audited a non-resident corporation doing business in Alaska. The Department issued a deficiency assessment based in part on an Alaska tax statute requiring an income tax return to include certain foreign corporations affiliated with the taxpaying corporation. The taxpayer exhausted its administrative remedies and then appealed to the superior court, arguing that the tax statute the Department applied was facially unconstitutional because: (1) it violated the dormant Commerce Clause by discriminating against foreign commerce based on countries’ corporate income tax rates; (2) it violated the Due Process Clause by being arbitrary and irrational; and (3) it violated the Due Process Clause by failing to provide notice of what affiliates a tax return must include, and therefore is void for vagueness. The superior court rejected the first two arguments but ruled in the taxpayer’s favor on the third argument. The Department appealed, claiming the superior court erred by concluding that the statute was void for vagueness in violation of the Due Process Clause. The taxpayer cross-appealed, asserting that the court erred by concluding that the statute did not violate the Commerce Clause and was not arbitrary. After review, the Alaska Supreme Court reversed the superior court’s decision that the statute was facially unconstitutional on due process grounds, and affirmed the court’s decision that it otherwise was facially constitutional. View "Alaska Dept. of Revenue v. Nabors International Finance, Inc. et al." on Justia Law

A limited liability company (LLC) member sold his interest to another LLC member as part of a settlement agreement, under which funds were to be paid to the selling member and his attorneys. A judgment creditor of the selling member sought a charging order against the settlement funds; meanwhile, the selling member’s attorneys filed an attorney’s lien against the same funds. The superior court granted the charging order and enforced the attorney’s lien, resulting in partial recoveries for the judgment creditor and the attorneys. The judgment creditor appealed, arguing that the attorney’s lien was invalid, or, if valid, should have been prioritized beneath his charging order. The selling member cross-appealed, arguing that the charging order was invalid and, if valid, should have been prioritized beneath the attorney’s lien. Because evidentiary issues prevented the Alaska Supreme Court from determining the validity or extent of the charging order and lien, it remanded the case for the superior court to conduct the appropriate inquiries. View "Duffus v. Baker" on Justia Law

A vendor entered into an agreement for a merchandise booth inside a fairground building. After an unknown thief broke into the building and stole a significant amount of the vendor’s merchandise, the vendor sued the fair organization on contract and bailment theories. The superior court granted summary judgment in favor of the fair organization, and the vendor appealed one aspect of the superior court’s decision regarding bailment law. Based on the undisputed facts, the Alaska Supreme Court found no error in the superior court’s application of bailment law, and thus affirmed the superior court’s decision. View "The Happy Farmer, LLC d/b/a Releaf Alaska v. Alaska State Fair, Inc." on Justia Law

A business owner formed a brewing company with plans to open a brewpub. He signed a lease that provided rent-free access to a commercial unit for a period of time to allow him to prepare the rental space prior to opening for business. But the brewing company encountered numerous delays during construction and did not open for business as planned. It also did not pay rent once the rent-free period ended. After the property owner received no rent for several months, it entered the property and changed the locks. The business owner then sued, claiming the property owner breached the lease, tortiously interfered with a business relationship, and breached the implied covenant of good faith and fair dealing. The property owner counterclaimed that the brewing company breached the lease. On cross-motions for summary judgment, the superior court dismissed all claims against the property owner and ruled in the property owner’s favor on its counterclaim. The court also denied the business owner’s request to compel discovery and awarded the property owner over $200,000 in damages. The business owner appealed the superior court’s grants of summary judgment, its denial of his motion to compel discovery, and its award of damages. Finding no reversible error, the Alaska Supreme Court affirmed. View "Kimp v. Fire Lake Plaza II, LLC" on Justia Law