Justia Business Law Opinion Summaries

Edward Richard obtained a loan from The County Federal Credit Union to purchase a 2022 Ski-Doo Expedition snowmobile. The credit union took a security interest in the snowmobile and filed a UCC1 Financing Statement with the Maine Secretary of State. Over a year later, Richard sold the snowmobile to Michael Madore Jr., who purchased it as a gift for his father, Michael Madore. Richard did not inform the credit union of the sale and assured Madore Jr. that no liens existed. The Madores did not investigate for liens or UCC filings. After Richard defaulted on the loan and failed to cure, the credit union discovered that Madore possessed the snowmobile.The County Federal Credit Union filed a complaint for recovery of personal property in the District Court (Fort Kent, Maine), naming both Richard and Madore as defendants. Richard declared bankruptcy and received a discharge. Following a hearing, the District Court entered judgment for the credit union, ordering Madore to surrender the snowmobile. Madore then requested additional findings, which the court provided, and subsequently appealed.The Maine Supreme Judicial Court reviewed the appeal. It held that the credit union had a valid security interest in the snowmobile because the signed loan documents met the statutory requirements: they were authenticated by Richard, created a security interest, and described the collateral. The Court rejected Madore’s argument that the absence of Richard’s signature on a separate “Security Agreement” page rendered the security interest unenforceable. Additionally, the Court found that Madore could not claim status as a bona fide purchaser for value without notice under 11 M.R.S. § 9-1320(2), because the credit union had filed its financing statement before the sale. The judgment of the District Court was affirmed. View "The County Federal Credit Union v. Madore" on Justia Law

Fair Friend Enterprise Co., Ltd., a Taiwan-based company and majority shareholder of CNC Systems, Inc., sought access to CNC's corporate books and records under Maine law. Fair Friend alleged that CNC had failed to pay for goods worth approximately $4 million and had unilaterally demoted its CEO without approval. Fair Friend made a written demand for access to CNC's records, which CNC ignored, leading Fair Friend to file a complaint in the Maine Superior Court.The Maine Superior Court ordered CNC to produce the requested records and denied CNC's motion to stay the proceedings due to related litigation in California. The court found that Fair Friend had a proper purpose for requesting the records and that CNC's actions warranted concern. CNC continued to delay compliance, prompting further court orders to enforce the production of records and awarding attorney fees to Fair Friend.The Maine Supreme Judicial Court reviewed the case. CNC's appeal of the denial of the motion to stay was dismissed as moot because CNC eventually produced the requested records. The court affirmed the award of attorney fees, concluding that CNC had not acted in good faith and had no reasonable basis for doubting Fair Friend's right to inspect the records. The court found that CNC's resistance to producing the documents and filing of serial motions to delay justified the award of attorney fees. The case was remanded for dismissal of all pending motions and entry of final judgment. View "Fair Friend Enterprise Co., Ltd. v. CNC Systems, Inc." on Justia Law

Pamela Gleichman, a real estate developer, established four affordable housing developments in Pennsylvania as limited partnerships in the 1990s. Gleichman and her company, Gleichman & Co., Inc., served as the general partners, while Metropolitan and U.S.A. Institutional held limited partnership interests. In 2014, Gleichman’s daughter, Rosa Scarcelli, acquired Gleichman & Co. (renamed General Holdings, Inc.) through a foreclosure auction. In 2018, Metropolitan and U.S.A. Institutional transferred their limited partnership interests to Eight Penn Partners, L.P., without the consent of General Holdings.General Holdings and Preservation Holdings filed a complaint in the Superior Court against Eight Penn, Metropolitan, and U.S.A. Institutional, seeking a declaratory judgment and injunctive relief. The case was transferred to the Business and Consumer Docket. The court denied Eight Penn’s motion for summary judgment, finding ambiguity in the partnership agreements regarding General Holdings’ status as a general partner. After a trial, the court ruled in favor of the plaintiffs, declaring that General Holdings remained a general partner with management rights and that the transfer of interests to Eight Penn was invalid without General Holdings’ consent.The Maine Supreme Judicial Court reviewed the case and affirmed the lower court’s judgment. The court found that the partnership agreements required the consent of both general partners for a valid transfer of limited partner interests. The court concluded that the transfer of General Holdings’ controlling interest at a foreclosure auction did not require the limited partners’ consent. Therefore, General Holdings remained a general partner with management rights, and the transfer to Eight Penn was invalid. The court upheld the declaratory judgment and denied injunctive relief as unnecessary. View "General Holdings, Inc. v. Eight Penn Partners, L.P." on Justia Law

In this case, Randall C. Belyea was the sole shareholder and president of Belyea Enterprises, Inc. (BEI), which had a contract with FedEx. Due to a misdemeanor charge, FedEx refused to renew the contract with Belyea, leading him to transfer his interest in BEI to his fiancée, Heather A. Campbell, under the understanding that she would be the owner in name only while he continued to run the business. However, in 2018, Campbell terminated Belyea's employment and restricted his access to BEI's bank accounts.The Superior Court (Aroostook County) initially granted Campbell’s motion for judgment as a matter of law on Belyea’s conversion claim and later entered judgment as a matter of law in favor of Campbell on Belyea’s breach of contract claim, despite a jury verdict in Belyea’s favor. The court found that there was insufficient evidence of an enforceable contract between Belyea and Campbell, as the terms were too vague and indefinite.The Maine Supreme Judicial Court reviewed the case and affirmed the lower court's decisions. The court held that the terms of the alleged contract between Belyea and Campbell were not sufficiently definite to form an enforceable contract. The terms did not clearly define the roles and obligations of each party, the duration of the contract, or the details regarding a possible reconveyance of BEI to Belyea. Consequently, the court also upheld the judgment in favor of Campbell on the conversion claim, as Belyea did not have a legal interest in BEI in 2018. View "Belyea v. Campbell" on Justia Law

The case revolves around a dispute between MMG Insurance Company (MMG) and the Estate of Philip J. Greenlaw. The dispute arose after the death of Philip Greenlaw, who died while wrestling with his friend, Joseph McNeely. Prior to the incident, McNeely, who operated a landscaping business, had visited Greenlaw's house to provide an estimate for a landscaping project. The visit was part of an informal social gathering where business-related topics were often discussed. After the incident, the Estate filed a wrongful death action against McNeely. MMG, which had issued a business insurance policy to McNeely, sought a declaratory judgment that it had no duty to indemnify McNeely in the wrongful death action.The Superior Court (Cumberland County) granted MMG's motion for summary judgment, determining that McNeely was not covered as an insured under MMG’s business insurance policy because his actions while wrestling with Greenlaw were not related to the conduct of his landscaping business. The Estate appealed this decision, arguing that there were triable issues of fact regarding whether Greenlaw’s death occurred with respect to the conduct of McNeely’s business.The Maine Supreme Judicial Court affirmed the lower court's judgment. The court found that the insurance policy provision was unambiguous and that McNeely was covered as an insured only with respect to the conduct of his business. The court also agreed with the lower court's determination that there was no genuine issue of material fact and that McNeely’s actions while wrestling with Greenlaw were not related to the conduct of his landscaping business. Despite the business-related discussions and activities that occurred earlier in the evening, the court concluded that McNeely's wrestling actions were not taken with respect to the conduct of his business. View "MMG Insurance Company v. Estate of Greenlaw" 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

The Supreme Judicial Court vacated the judgment of the superior court dismissing Appellant's complaint for lack of personal jurisdiction over Defendant, holding that Maine had personal jurisdiction over Defendant in this case.Plaintiff was a Delaware limited liability company with its principal place of business in Maine. Defendant was a Delaware corporation with its principal place of business in California. Plaintiff brought this action asserting a claim of tortious interference with contractual and advantageous economic relations against Defendant. The district court dismissed the complaint on the ground that Maine lacked jurisdiction over Defendant. The Supreme Judicial Court vacated the judgment below, holding that all of the due process requirements were met, and therefore, the trial court had specific personal jurisdiction over Defendant. View "Premier Diagnostics v. Invitae Corp." on Justia Law

In this business dispute involving several tort claims the Supreme Judicial Court affirmed the judgment of the business and consumer docket dismissing the complaint for failure to state a claim, holding that the trial court did not err in dismissing the complaint.Plaintiff sued three Delaware corporations asserting aiding and abetting breaches of fiduciary duty, tortious interference, and conspiracy. The trial court dismissed the complaint for failure to state a claim upon which relief can be granted. The Supreme Judicial Court affirmed, holding that all of Plaintiffs claims against Defendants failed. View "Meridian Medical Systems, LLC v. Epix Therapeutics, Inc." on Justia Law

The Supreme Judicial Court affirmed the business and consumer docket's entry of final judgment reaffirming a partial summary judgment on the complaint filed by Michael Zelman and a counterclaim filed by Andrew and Zelman Family Business Holdings, LLC (ZFBH), holding that the business and consumer court had subject matter jurisdiction.Michael brought this action both individually and as personal representative of the Estate of Estelle Betty Zelman asking the superior court to dissolve and liquidate ZFBH. Andrew and ZFBH filed an answer and counterclaim. The court entered a final judgment concluding that Andrew was not a manager of ZFBH and that the sole remaining manager of ZFBH had died and declining to dissolve ZFBH. The Supreme Judicial Court affirmed, holding (1) the business and consumer court had subject matter jurisdiction and personal jurisdiction; and (2) the court correctly concluded that William did not have the authority to appoint Andrew as a manager of ZFBH. View "Zelman v. Zelman" on Justia Law

The Supreme Judicial Court affirmed the judgment of the superior court in favor of Tucker Cianchette and CBF Associates, LLC (collectively, Tucker) and against Peggy Cianchette, Eric Cianchette, PET, LLC and Cianchette Family, LLC (collectively, Peggy and Eric) on Tucker's claims against Peggy and Eric and on Peggy and Eric's counterclaim against Tucker, holding that the superior court did not err in clarifying that post-judgment interest began to run on March 15, 2018.In this second appeal before the Supreme Court, the parties sought resolution of two legal issues regarding post-judgment interest: (1) whether the trial court had jurisdiction to issue an order on post-judgment interest, and (2) on what date prejudgment interest ceased and post-judgment interest began to accrue. The Supreme Judicial Court held (1) the trial court had authority to act and did not abuse its discretion in clarifying its judgments to resolve the parties' uncertainty surrounding post-judgment interest; and (2) post-judgment interest did not begin to run until the court entered the final judgment on March 15, 2018. View "Cianchette v. Cianchette" on Justia Law