Justia Business Law Opinion Summaries

Camden Systems, LLC appealed a judgment favoring 409 North Camden, LLC and its members after the trial court granted summary judgment for the defendants. Camden Systems sought declarations that certain actions taken by 409 North Camden's members, including distributions to members, were invalid due to defective notice of a 2021 meeting and sought the return of distributed funds. 409 North Camden argued that a 2022 meeting ratified the prior actions, curing any defects. The trial court agreed and granted summary judgment for 409 North Camden.The Superior Court of Los Angeles County initially reviewed the case. Camden Systems filed a complaint alleging breach of fiduciary duty, breach of contract, and declaratory relief. The court sustained multiple demurrers to the complaint, leading Camden Systems to file a third amended complaint. The member defendants moved for summary judgment, arguing that the 2022 ratification cured any defects in the 2021 meeting notice and that Camden Systems lacked standing to challenge actions taken before it became a member in 2020. The trial court granted the motion, finding the ratification valid and Camden Systems without standing for earlier actions.The California Court of Appeal, Second Appellate District, Division Seven, reviewed the case. The court held that the 2022 ratification of the 2021 actions was valid under the California Revised Uniform Limited Liability Company Act, which allows limited liability companies to ratify actions similarly to natural persons. The court also found that Camden Systems lacked standing to challenge distributions made before it became a member and that the indemnification resolution was valid under the operating agreement. The court affirmed the trial court's judgment, concluding that Camden Systems was not entitled to the declarations it sought. View "Camden Systems v. 409 North Camden" on Justia Law

WasteXperts, Inc. (WasteXperts) filed a complaint against Arakelian Enterprises, Inc. dba Athens Services (Athens) and the City of Los Angeles (City) in June 2022. WasteXperts alleged that Athens, which holds a waste collection franchise from the City, sent a cease and desist letter to WasteXperts, arguing that WasteXperts was not legally permitted to handle Athens’s bins. WasteXperts sought judicial declarations regarding the City’s authority and Athens’s franchise rights, and also asserted tort claims against Athens for interference with contract, interference with prospective economic advantage, unfair competition, and trade libel.The Superior Court of Los Angeles County granted Athens’s anti-SLAPP motion to strike the entire complaint, finding that the claims were based on Athens’s communications, which anticipated litigation and were therefore protected activity. The court also held that the commercial speech exemption did not apply and that WasteXperts had no probability of prevailing on the merits of its claims. WasteXperts’s request for limited discovery was denied.The California Court of Appeal, Second Appellate District, Division Four, reversed the trial court’s order. The appellate court concluded that the declaratory relief claim did not arise from protected activity, as it was based on an existing dispute over the right to move waste collection bins, not on the prelitigation communications. The court also found that the commercial speech exemption applied to Athens’s communications with WasteXperts’s clients, removing those communications from the protection of the anti-SLAPP statute. Consequently, the tort claims did not arise from protected activity. The appellate court did not address the probability of WasteXperts prevailing on the merits or the request for limited discovery. View "Wastexperts, Inc. v. Arakelian Enterprises, Inc." on Justia Law

The case involves a worker, Jake Johnson, who was injured while working as an electrician on a construction project managed by CBRE and owned by Property Reserve, Inc. (PRI). Johnson was employed by PCF Electric, a subcontractor hired by Crew Builders, the general contractor for the project. Johnson filed a complaint against CBRE, PRI, Crew, and PCF for damages. CBRE and PRI moved for summary judgment based on the Privette doctrine, which generally protects entities that hire independent contractors from liability for injuries sustained by the employees of the independent contractor. The trial court denied the motion, finding a triable issue of fact as to when CBRE and PRI hired Crew for the project.The Court of Appeal, Fourth Appellate District, Division One, State of California, disagreed with the trial court's decision. The appellate court found that a written contract was not required to invoke the Privette doctrine, and the undisputed facts established that CBRE and PRI delegated control over the tenant improvements to Crew prior to Johnson’s injury. The court also found that no exception to the Privette doctrine applied. The court concluded that because no triable issues of material fact precluded summary judgment, CBRE and PRI were entitled to relief. The court ordered the trial court to vacate its previous order and enter a new one granting summary judgment to CBRE and PRI. View "CBRE v. Superior Court of San Diego County" on Justia Law

In 2020 and 2021, two plaintiffs, identified as Jane Doe WHBE 3 and Jane Doe LSA 35, filed separate lawsuits against Uber Technologies, Inc. and its subsidiary, Raiser, LLC, alleging they were sexually assaulted by their Uber drivers in Hawaii and Texas, respectively. These cases, along with hundreds of others, were coordinated before a single judge of the San Francisco Superior Court. Uber moved to stay the cases on the ground of forum non conveniens, arguing that the cases should be heard in the jurisdictions where the alleged incidents occurred. The trial court granted Uber's motions, staying the cases and providing for tolling of the statute of limitations.The trial court's decision was based on a comprehensive 21-page order that considered whether the alternate forums (Hawaii and Texas) were suitable for trial, the private interests of the litigants, and the public interest in retaining the action for trial in California. The court concluded that the alternate forums were suitable, and that the public interest factors weighed heavily in favor of transfer. The court also found that the cases should be viewed as individual sexual assault/misconduct cases in which the plaintiffs claimed Uber was vicariously liable due to its deficient safety practices, rather than as corporate misconduct cases.The plaintiffs appealed both the trial court’s forum non conveniens order and the agreed-upon order applying it to the non-California cases. They argued that the trial court erred in failing to ensure that a suitable alternative forum existed for all the affected cases, failing to require Uber to demonstrate that California was a “seriously inconvenient” forum, and failing to “accord the coordination order proper deference.” The Court of Appeal rejected all of these arguments and affirmed the trial court's decision. View "Doe v. Uber Technologies, Inc." on Justia Law

This case involves TRC Operating Co., Inc. and TRC Cypress Group, LLC (collectively TRC) and Chevron U.S.A., Inc. (Chevron), oil producers operating adjacent well fields in Kern County, California. Both companies pump from a shared underground oil reservoir and engage in a process known as “cyclic steaming” to make oil extraction more efficient. In 1999, a “surface expression” formed near a Chevron well, which occurs when the steaming process causes a lateral fracture from the wellbore, allowing oil and other effluent to escape to the surface. Despite Chevron’s attempts at remediation, in 2011, an eruption occurred in the area of the well, causing a sinkhole to form, which killed a Chevron employee. The state oil and gas regulator issued various orders preventing steaming in the area, which lasted four years. TRC sued Chevron, claiming Chevron’s negligent maintenance and operation of its property led to dangerous conditions which made it unsafe to perform cyclic steaming operations. These conditions led to the regulator's shut-down orders, and to TRC’s harm and damages. Chevron countersued, claiming TRC’s failure to adequately maintain its own wells was the cause of the surface expression, the eruptions, and damages suffered by Chevron. The jury found in favor of TRC, awarding approximately $120 million in damages against Chevron. Nothing was awarded to Chevron. Chevron filed motions for a new trial and for judgment notwithstanding the verdict (JNOV). The trial court denied the JNOV, but granted a new trial based on misconduct by a juror. TRC appealed the granting of this motion. The Court of Appeal reversed the grant of a new trial, finding that the juror was not ineligible and no prejudice resulted from the juror’s failure to disclose his prior criminal conviction or the previous civil lawsuit. Chevron also filed a protective cross-appeal, in the event the Court of Appeal found against it on TRC’s appeal. Chevron appealed the denial of its JNOV, arguing that the regulator's orders to stop steaming were the superseding cause of any harm suffered by TRC and precludes it from bearing any liability. The Court of Appeal concluded sufficient evidence was introduced to sustain the verdict, demonstrating TRC did not stop any of its steaming operations solely because of the regulator's orders, which were therefore not a superseding cause. The Court of Appeal reversed the trial court’s order granting a new trial, and remanded with instructions to reinstate the judgment against Chevron. View "TRC Operating Co. v. Chevron USA, Inc." on Justia Law

The case revolves around an employment dispute between Nelida Soltero and Precise Distribution, Inc. Soltero, who was placed at Precise Distribution by a temporary staffing agency, Real Time Staffing Services, filed a class action complaint against Precise Distribution for alleged failure to provide required meal periods and rest breaks to employees, among other claims. Precise Distribution sought to compel arbitration based on an arbitration agreement between Soltero and Real Time. However, Real Time was not a party to the lawsuit.The Superior Court of San Bernardino County denied Precise Distribution's motion to compel arbitration. Precise Distribution argued that it should be able to compel arbitration under the agreement between Soltero and Real Time, despite not being a party to it, based on theories of equitable estoppel, third-party beneficiary, or agency.The Court of Appeal, Fourth Appellate District Division One State of California, affirmed the lower court's decision. The court concluded that Precise Distribution was not a party to the arbitration agreement between Soltero and Real Time and could not compel arbitration based on the theories it proposed. The court found that Soltero's claims against Precise Distribution were not dependent upon or founded in the underlying contractual obligations of the agreement containing the arbitration clause. Furthermore, Precise Distribution was not an intended third-party beneficiary of the arbitration agreement, and there was no evidence of an agency relationship between Precise Distribution and Real Time. Therefore, the court affirmed the order denying Precise Distribution's motion to compel arbitration. View "Soltero v. Precise Distribution" on Justia Law

Carlos Ramirez, an employee, filed a class action lawsuit against his former employer, Golden Queen Mining Company, alleging various violations of the Labor Code and unfair competition. The employer moved to compel arbitration, but the trial court denied the motion, stating that the employer failed to demonstrate the existence of an executed arbitration agreement. The employer appealed, arguing that it had made a prima facie showing that a written arbitration agreement existed and that Ramirez’s statements that he did not recall being presented with or signing an arbitration agreement were insufficient to rebut its initial showing.The Superior Court of Kern County had initially denied the employer's motion to compel arbitration on the grounds that the employer failed to demonstrate the existence of an executed arbitration agreement. The court found that the employer's evidence, which included an unsigned arbitration agreement and a handbook acknowledgement purportedly signed by Ramirez, was insufficient to establish the existence of an arbitration agreement.The Court of Appeal of the State of California Fifth Appellate District reversed the lower court's decision. The appellate court concluded that Ramirez did not provide sufficient evidence to rebut the employer’s initial showing that an arbitration agreement existed. The court found that Ramirez's failure to recall signing the document did not create a factual dispute about the signature’s authenticity. The court also noted that Ramirez’s declaration did not state whether he had reviewed the arbitration agreement or other documents purportedly signed by him, nor did it address whether he recalled signing the handbook acknowledgement, which included a statement that he agreed to the terms of the arbitration agreement. The court therefore reversed the order denying the motion to compel arbitration and remanded the case for further proceedings to address Ramirez’s unconscionability defense. View "Ramirez v. Golden Queen Mining Co." on Justia Law

The case revolves around a dispute between Winston Mar and SierraConstellation Partners, LLC (Sierra) and Lawrence Perkins (collectively, Sierra defendants). Mar, who was a partner in Sierra, sought a buyout of his partnership interest. Sierra defendants moved to compel arbitration of Mar's action, based on an arbitration agreement included in Sierra's employee handbook. Mar had refused to sign the arbitration agreement, stating that he would not be bound by it and that Sierra could terminate his employment if it objected. Sierra argued that Mar's continued employment for 19 months after the introduction of the arbitration agreement constituted assent to the agreement.The Superior Court of Los Angeles County denied Sierra defendants' motion to compel arbitration. The court found that Sierra defendants failed to meet their burden to establish the existence of an arbitration agreement because Mar clearly stated that he refused to sign the arbitration agreement and Sierra could terminate his employment if it objected.On appeal, the Court of Appeal of the State of California, Second Appellate District, Division Seven, affirmed the lower court's decision. The appellate court held that while an employee's continued employment can generally be taken as assent to an arbitration agreement, this is not the case when the employee promptly rejects the arbitration agreement and makes clear he or she refuses to be bound by the agreement. In this case, Mar promptly and unequivocally rejected the arbitration agreement, and thus, there was no mutual assent to arbitrate. View "Mar v. Perkins" on Justia Law

In August 2020, Governor Gavin Newsom and the California Department of Public Health (CDPH) introduced the Blueprint for a Safer Economy, a color-coded, risk-based framework for managing restrictions during the COVID-19 pandemic. The Blueprint included restrictions on business activities, including customer capacity limitations. Plaintiffs, Central California businesses and their owners, filed suit against the Governor and others responsible for creating and enforcing the Blueprint, alleging that its creation and enforcement were unlawful. They claimed that the Governor and CDPH lacked statutory authority to implement the Blueprint, and that broadly interpreting the Emergency Services Act (ESA) and Health and Safety Code section 120140 conferred unfettered discretion on defendants to impose restrictions on businesses, violating the California Constitution’s non-delegation doctrine.The trial court denied plaintiffs' motion for a preliminary injunction seeking to enjoin the enforcement of the Blueprint. On appeal, the court dismissed the appeal as moot because the Governor had rescinded the Blueprint. After this, the parties cross-moved for summary judgment. The trial court granted defendants’ motion and denied plaintiffs’ motion, holding that the Third District Court of Appeal’s decision in Newsom v. Superior Court (Gallagher) had rejected the same challenges to the Governor’s emergency powers that plaintiffs assert. The court entered judgment in defendants’ favor.The Court of Appeal of the State of California Fifth Appellate District affirmed the judgment. The court followed Gallagher and concluded it governs the outcome of this appeal. The court held that the ESA permitted the Governor to amend or make new laws and did not violate the constitutional separation of powers by delegating quasi-legislative power to the Governor in an emergency. The court also found that the ESA contained several safeguards on the exercise of the power, including that the Governor must terminate the state of emergency as soon as possible and that the Legislature may terminate the emergency by passing a concurrent resolution. View "Ghost Golf, Inc. v. Newsom" on Justia Law

A Lyft driver, Abdu Lkader Al Shikha, was attacked by a passenger who had a criminal record. Al Shikha sued Lyft for negligence, arguing that the company should conduct criminal background checks on all passengers, not just drivers. The trial court granted Lyft's motion for judgment on the pleadings, concluding that Lyft had no legal duty to conduct background checks on passengers.Al Shikha appealed, but the Court of Appeal of the State of California Second Appellate District Division Three affirmed the trial court's decision. The court found that Al Shikha failed to establish that Lyft's legal duty to its drivers extends to conducting criminal background checks on all riders. The court reasoned that such a duty would be highly burdensome and would not necessarily prevent violent attacks on drivers. The court also noted that the foreseeability of a passenger attacking a driver was not sufficiently high to warrant imposing this duty on Lyft.The court further noted that imposing a duty on Lyft to conduct criminal background checks on all passengers would raise significant concerns about consumer privacy and the potential for discrimination. The court concluded that Al Shikha's complaint failed to allege facts demonstrating that the type of harm he suffered was highly foreseeable, or that the failure to conduct criminal background checks on all passengers is sufficiently likely to result in a violent, unprovoked attack on a driver. View "Shikha v. Lyft, Inc." on Justia Law