Justia Business Law Opinion SummariesArticles Posted in Maine Supreme Judicial Court
Meridian Medical Systems, LLC v. Epix Therapeutics, Inc.
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
Zelman v. Zelman
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
Cianchette v. Cianchette
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
Hearts with Haiti, Inc. v. Kendrick
The Supreme Judicial Court affirmed the portion of the superior court’s order denying Defendant’s special motion to dismiss a multipoint complaint against him pursuant to Maine’s anti-SLAPP statute, holding that the complaint was not based on Defendant’s petitioning activities within the meaning of the anti-SLAPP statute, and therefore, the court did not err by denying Appellant’s special motion to dismiss.Plaintiffs filed a complaint against Defendant alleging defamation, false light, tortious interference with advantageous business relationships, and intentional infliction of emotional distress (IIED). Defendant filed a motion to dismiss pursuant to the anti-SLAPP statute, Me. Rev. Stat. 14, 556. The superior court denied the motion but granted in part Defendant’s motion for partial judgment by dismissing the IIED claim. The Supreme Judicial Court addressed only the denial of Defendant’s special motion to dismiss and affirmed, holding that the superior court correctly determined that a substantial majority of Defendant’s statements and conduct were not petitioning activities within the meaning of the anti-SLAPP statute. View "Hearts with Haiti, Inc. v. Kendrick" on Justia Law
Miller v. Miller
Alan Miller, acting “individually and in the right of” and for the benefit of SAM Miller, Inc. (SMI), filed a second amended complaint against Miller’s Lobster Company, Inc. (MLC), Steve Miller, and Mark Miller (collectively, the Millers) seeking injunctive relief and damages arising out of the lease of wharf property by SMI to MLC. The court granted the Millers’ and SMI’s motions for summary judgment, concluding that Alan Miller’s claims were barred on limitations grounds. The Supreme Judicial Court affirmed, holding that Alan’s action was barred by the applicable statute of limitations and that Alan did not meet his burden to demonstrate a genuine issue of material fact as to whether the limitations period was nevertheless tolled or otherwise inapplicable. View "Miller v. Miller" on Justia Law
Ford Motor Co. v. Darling’s
This dispute arose out of the franchise relationship between Ford Motor Company and Darling’s, an automobile dealer. In Ford I, the Maine Motor Vehicle Franchise Board entered an award of damages against Ford, concluding that Ford violated the Business Practices Between Motor Vehicle Manufacturers, Distributors, and Dealers Act (Dealers Act) by failing to provide Darling’s with proper notice of a franchise modification. The Business and Consumer Docket (BCD) affirmed the Board’s damages award. The Supreme Court affirmed most aspects of the judgment but held that the Board lacked jurisdiction to award damages for violations of the Dealers Act. On remand, after a jury trial, the BCD awarded Darling’s damages of $154,695 based on Ford’s violation of the statutory notice provision. The Supreme Court affirmed the judgment in part and vacated it part, holding (1) the court did not err by reducing Darling’s damages by the amounts it received under an incentive program; but (2) the court erred as a matter of law by limiting Darling’s recovery to a 270-day period. Remanded to the BCD for a new trial on the issue of damages. On remand, Ford is entitled to an offset of any damages awarded to Darling’s based on payments that Darling’s received pursuant to the incentive program. View "Ford Motor Co. v. Darling's" on Justia Law
Andrews v. Sheepscot Island Co.
The shareholders of Sheepscot Island Company approved a plan to convert a for-profit corporation into a nonprofit corporation. Some dissenting shareholders (Plaintiffs) filed a complaint seeking declaratory and injunctive relief. In the complaint, Plaintiffs alleged that the nonprofit conversion plan should be invalidated because it failed to reclassify all shares of the corporation equally. The trial court dismissed the complaint with prejudice for failure to state a claim. Plaintiffs appealed, arguing that the trial court incorrectly applied the law governing corporations and nonprofit corporations. The Supreme Judicial Court affirmed, holding that no law prohibits a business corporation’s nonprofit conversion plan from reclassifying the corporation’s shares into membership classes with disparate rights. View "Andrews v. Sheepscot Island Co." on Justia Law