Justia Business Law Opinion Summaries

Levandowski and Ron started working at Google in 2007. Both resigned from Google in 2016. After leaving, they formed Otto, a self-driving technology company which Google considered a competitor of its own self-driving car project. In August 2016, Otto was acquired by Uber. In October 2016, Google initiated arbitration proceedings against Levandowski and Ron for allegedly breaching non-solicitation and non-competition agreements. The arbitration was scheduled to commence in April 2018. Google sought discovery from Uber, a nonparty to the arbitration, related to pre-acquisition due diligence done by Stroz at the request of Uber and Otto’s outside counsel. Over Uber’s objections, the arbitration panel determined the due diligence documents were not protected by either the attorney client privilege or the attorney work product doctrine and ordered them produced. Uber initiated a special proceeding in superior court seeking to vacate the discovery order and prevailed. The court of appeal reversed the superior court’s order. The due diligence-related documents prepared by Stroz were not protected attorney-client communications nor were they entitled to absolute protection from disclosure under the attorney work product doctrine. Although the materials had qualified protection as work product, denial of the materials would unfairly prejudice Google’s preparation of its claims. View "Uber Technologies, Inc. v. Google LLC" on Justia Law

Defendant-respondent YMCA of San Diego County had a number of automatic external defibrillators (AEDs) on its premises, for the emergency use of its members, employees and users of the premises. Plaintiffs-appellants were the Jabo family, whose 43-year-old husband and father, Adeal Jabo (Jabo) died of sudden cardiac arrest after playing soccer at an enclosed East County field owned by Respondent and regularly rented to a private organization of which Jabo was a member, the Over 40 Chaldean Soccer League of San Diego (the League). At issue before the Court of Appeal was whether additional statutory or common law duties were owed by Respondent to ensure that its trained staff members utilize and apply AEDs under circumstances in which an adult is having an on-site medical emergency that appears to be sudden cardiac arrest, while the adult was a permissive user of the facility whose group rented an outdoor portion of Respondent's soccer field. Appellants' filed a wrongful death complaint against Respondent, they seek damages on theories of ordinary and gross negligence arising from alleged violations of statutory and common law duties, based on Jabo's status as a League member using the facility's field. Appellants alleged that although one of Respondent's part-time employees was assigned to serve as scorekeeper for the League's games that evening, he was away from the field at the moment that Jabo collapsed and did not bring one of the five AED devices it had acquired to the field. Respondent did not dispute that for its own scheduled events, its policy was to have one of its staff members check out and bring an AED to the field. The trial court ultimately granted a defense summary judgment on the complaint, finding that Appellants could not establish an essential element of duty. The court dismissed Respondent's cross-complaint, finding that the release was unenforceable. The Court of Appeal determined the trial court correctly declined to impose an additional common law duty of care and affirmed summary judgment. View "Jabo v. YMCA of San Diego Co." on Justia Law

At issue in this case is whether a court should alter contractual obligations in a corporate reorganization, when the corporation utilized the type of reorganization it used in order to avoid altering its contractual obligations. The type of reorganization used in this case was referred to as a reverse triangular merger. The usefulness of such a merger is to leave the target corporation intact as a subsidiary of the acquiring corporation where the target corporation has contracts or assets that are not easily assignable. The Court of Appeal concluded that where the form of reorganization was not chosen to disadvantage creditors or shareholders, it would not ignore the form of reorganization chosen by the corporation. View "North Valley Mall v. Longs Drug Stores etc." on Justia Law

Guadalupe Ontiveros, as minority shareholder in Omega Electric, Inc. (Omega), sued majority shareholder Kent Constable, his wife Karen, and Omega, asserting direct and derivative claims arising from a dispute over management of Omega and its assets. In response to Ontiveros's claim of involuntary dissolution of Omega, Appellants filed a motion to stay proceedings and appoint appraisers to fix the value of Ontiveros's stock. The superior court granted the motion, staying the action. Ontiveros then tried to dismiss his claim for involuntary dissolution without prejudice, but the court clerk would not accept his filing because the matter had been stayed. Ontiveros thus filed a motion, asking the court to revoke its order granting Appellants' motion, or in the alternative, to reconsider and then vacate the order. The court treated that motion as a motion for leave to file a dismissal with prejudice under Code of Civil Procedure section 581 (e), granted the motion, and allowed Ontiveros to dismiss his cause of action for involuntary dissolution of Omega. Without the existence of that claim, the court found no basis on which to stay the action and order an appraisal of the stock. As such, the court lifted the stay, terminating the procedure. Appellants appealed, contending the court abused its discretion in granting Ontiveros's motion. In addition, Appellants argued the trial court improperly interpreted section 2000 in granting the motion. Ontiveros countered by arguing the trial court's order was not appealable. The Court of Appeal determined Appellants presented an appealable issue, and was persuaded the trial court abused its discretion here: the superior court relied upon that code section as a mechanism to lift the stay and terminate the section 2000 special proceeding, misapplying the law. Consequently, the trial court's order was reversed. View "Ontiveros v. Constable" on Justia Law

Plaintiff Harley-Davidson, Inc. and its subsidiaries (Harley-Davidson) formed a multistate enterprise with numerous functionally integrated subsidiary corporations. It contended that defendant California Franchise Tax Board's (Board) tax scheme violated the commerce clause of the federal Constitution, arguing it burdened interstate enterprises by providing a benefit to intrastate enterprises not available to interstate enterprises. The trial court granted summary judgment for the Board, finding that whether or not the state's tax law unduly burdened interstate commerce, the state had a legitimate reason for treating in-state and out-of-state unitary businesses differently that could not be served by reasonable nondiscriminatory alternatives - to accurately measure, apportion and tax all revenue acquired in California by an interstate unitary business. After independent review, the Court of Appeal also found there was a legitimate state interest to require combined reporting of taxable income of interstate unitary businesses, to accurately measure and tax all income attributable to California, that outweighed any possible discriminatory effect. Accordingly, the Court affirmed the trial court. View "Harley-Davidson, Inc. v. Franchise Tax Bd." on Justia Law

Following an investigation into violations of the Secondhand Dealers Law (SDL), the State of California, by and through the District Attorneys of Riverside and Shasta Counties, filed an action pursuant to Business and Professions Code section 17200 et seq., (Unfair Competition Law or UCL) to enjoin petitioner GameStop, Inc., (GameStop) against noncompliance. GameStop filed a motion to remove the action from the County of Riverside pursuant to Code of Civil Procedure section 394, claiming that the district attorney, as an official elected by the County of Riverside, was a local governmental entity. The trial court denied the motion, giving rise to this petition for writ of mandate by GameStop. The SDL requires secondhand dealers to report the name, address, and photo identification of the seller, a complete description of the serialized property, a certification from the seller that she or he is the owner of the property, and a fingerprint of the seller. During the time period enumerated in the complaint, GameStop failed to comply with the reporting, holding, and inspection requirements of the SDL. The Court of Appeal concluded the mandatory removal provisions of section 394 were inapplicable to UCL actions brought by a district attorney to enforce provisions of the statewide SDL, and denied GameStop's petition for relief. View "GameStop, Inc. v. Superior Court" on Justia Law

Appellants Inet Airport Systems, Inc., Inet Airport Systems, LLC, Michael Colaco, and April Barry appealed a judgment entered against them in this action arising from Inet’s sale of its assets to respondents Cavotec SA and Cavotec Inet US, Inc. (collectively Cavotec). Colaco was Inet’s sole shareholder and its chief executive officer and Barry was Inet’s director of administration. After the transaction, Colaco became Cavotec Inet US, Inc.’s president and a member of its board of directors, and Barry became the company’s chief financial officer. Following a lengthy trial, the jury awarded Cavotec $1.313 million against Inet, Colaco, and Barry, jointly and severally, based on the jury’s findings that: (1) Inet breached its asset purchase agreement with Cavotec by failing to forward all postclosing customer payments Inet received on Cavotec’s behalf; (2) Colaco and Barry breached the fiduciary duties they owed as Cavotec officers by causing Inet to withhold customer payments and creating false and backdated invoices to conceal Inet’s failure to pay; (3) Colaco’s conduct breached the employment contract he entered into as Cavotec Inet US Inc.’s president; and (4) Colaco and Barry converted Cavotec’s funds for their personal use. The jury also awarded Cavotec punitive damages against Colaco only. The Court of Appeal agreed the trial court erred in denying Inet’s motion: the jury’s verdict excused Cavotec from its obligation based on Inet’s breach and awarded Cavotec damages for the same breach, which was an impermissible windfall that allowed Cavotec to retain the assets it purchased from Inet without paying the full purchase price. The Court found Colaco and Cavotec Inet US, Inc. agreed California law would govern all their rights and liabilities; Colaco failed to explain how Delaware had a materially greater interest in applying its law on the fiduciary duty claims raised in this case. The Court also rejected Colaco’s contention the asset purchase agreement barred Cavotec’s claims for breach of his employment contract and punitive damages. The Court concluded Cavotec’s $1.313 award against Inet had to be offset against its failure to make a second $2 million payment owed under the APA. The Court did not disturb Cavotec’s $2 million punitive damage award against Colaco. The Court concluded Barry could not establish any error was prejudicial to her. View "Colaco v. Cavotec SA" on Justia Law

Stabilis Fund II, LLC (Stabilis) held a trust deed on an apartment complex in Indio. In 2013, Stabilis sued the owners of the property, alleging that the underlying loan was in default, seeking judicial foreclosure, and, in the interim, seeking a receiver “to make sure that the Real Property is properly maintained and that property conditions do not pose a risk of harm to tenants and third parties.” On Stabilis’s motion, the trial court appointed a receiver. In 2014, the City of Indio (City) intervened, alleging the property was a public nuisance, riddled with hazardous and substandard conditions in violation of state and local law. It moved to modify the receivership by instructing the receiver to remedy these conditions. Stabilis did not argue that the City was not entitled to the requested modification; however, it did argue that the motion was premature, that the receiver already had the necessary powers, and that it should be allowed to proceed with foreclosure. The trial court nevertheless granted the motion. The City then moved for an award of its attorney fees and expenses. The trial court granted the motion; it awarded the City $98,190.47, to be paid out of the receivership estate, if there were sufficient funds, and if not, then by Stabilis. Stabilis appealed, arguing that it was only the lender: if anyone was liable for attorney fees and expenses, it should have been the owners. More specifically, it argued that none of the three statutes cited by the City authorized the trial court’s award of attorney fees and expenses against it under the circumstances of this case. The Court of Appeal agreed, and reversed. View "Kaura v. Stabilis Fund II, LLC" on Justia Law

The Court of Appeal affirmed the trial court's judgment in favor of a good faith purchaser at a lien sale that had acquired the contents of a storage unit free and clear of plaintiff's claim that the sale violated the California Self-Service Storage Facility Act. The court held that the conversion action was barred by the good faith purchaser provisions of Bus. & Prof. Code section 21711. The court also held that the action was barred by the doctrine of judicial estoppel which precluded a party from relying upon a theory in a legal proceeding inconsistent with one previously asserted. In the first suit against the storage facility owner, plaintiff claimed the owner did not abide by the requirements of the Act. In this case, plaintiff claimed that the Act did not apply and that defendant was liable for conversion regardless of whether he was a good faith purchaser. View "Nist v. Hall" on Justia Law

Plaintiffs Yvonne Reid and Serena Wong sued defendants the City of San Diego (City) and the San Diego Tourism Marketing District (TMD) in a putative class action complaint, challenging what they allege is "an illegal hotel tax." The trial court sustained Defendants' demurrer without leave to amend on statute of limitations and other grounds. The Court of Appeal affirmed, concluding some of the causes of action were time-barred and the remainder failed to state facts constituting a cause of action. View "Reid v. City of San Diego" on Justia Law