Justia Business Law Opinion Summaries

The Supreme Court affirmed the order of the district court staying proceedings and compelling Investors to submit all asserted claims against FSC Securities Corp. (FSC) and Rocky Mountain Financial Advisors, LLC and Eric Roshoven (collectively, RMF) to arbitration.On the recommendation of RMF brokers and advisors, Investors purchased securities in Invizeon Corporation through FSC. After Invizeon failed, Investors sued FSC and RMF, alleging that FSC failed adequately to supervise its registered RMF representatives and that RMF wrongfully induced Investors to invest in Invizeon on various grounds. FSC and RMF moved to stay proceedings and compel arbitration before the Financial Industry Regulatory Authority (FINRA). After a hearing, the district court issued an order compelling Investors to submit their claims to arbitration as provided in FSC customer agreement forms. The Supreme Court affirmed, holding that the district court (1) did not err in concluding that Investors knowingly, voluntarily, and intelligently assented to the terms of the standard-form arbitration agreements and validly waived their Montana constitutional rights to full legal redress and jury trial; (2) correctly concluded that the standard-form FSC arbitration agreements were not unconscionable; and (3) correctly compelled Investors to submit their claims against FSC and RMF to arbitration. View "Lenz v. FSC Securities Corp." on Justia Law

The Supreme Court affirmed in part and reversed and remanded in part the judgment of the district court that thwarted Plaintiff’s attempt to expel her brother, Defendant, from the family’s limited liability partnership and that dissolved the partnership between them. Defendant counterclaimed on the issue of attorneys fees, arguing that the district court erred in awarding fees to Plaintiff. The Supreme Court held (1) the district court erred by concluding that Defendant was not subject to the buy-out provisions of the partnership agreement and that judicial dissolution of the partnership was necessary; and (2) the district court was divested of its authority to award attorneys’ fees more than sixty days after the motion for fees was filed. View "Ballou v. Walker" on Justia Law

Thomas Cherewick and Ronald Henry and Landowners all owned property in Remington Ranch, a real estate development comprising several subdivisions. Landowners filed a complaint against Cherewick, Henry, and the development’s property owner’s association, alleging, as relevant to this appeal, that Henry and Cherewick took actions that were either unauthorized or exceeded their authority as directors and officers of the association. Henry and his company, Western Investments, Inc., brought several counterclaims against Landowners, including defamation and tortious interference with business relations and prospective economic opportunity. The district court granted summary judgment against all parties on their respective claims. The Supreme Court affirmed, holding that the district court (1) did not err in granting Landowners summary judgment on Henry’s and Western Investment’s counterclaims for conspiracy and other alleged tortious conduct; and (2) did not abuse its discretion in denying Henry’s and Cherewick’s motion for attorney fees after they prevailed on Plaintiff’s claims against them. View "Henry v. Sullivan" on Justia Law

Junkermeir, Clark, Campanella, Stevens, P.C. (Junkermeir) was a Montana accounting firm with offices in several Montana cities. Junkermeir lost its Bozeman branch office after the majority of its Bozeman shareholders decided to start their own firm, taking a significant number of Junkermier’s clients with them. Junkermeir filed a complaint against the former shareholders, claiming breach of contract and breach of fiduciary duty. The district court dismissed the breach of contract claim on summary judgment, concluding that the contractual covenant restricting competition that Junkermeir sought to enforce was unenforceable. After a trial, the district court ruled that most of the former shareholders owed no legal duty to Junkermeir and that while the remaining former shareholder breached his fiduciary duty to Junkermeir, Junkermeir failed to prove awardable damages from that breach. The Supreme Court reversed in part and affirmed in part, holding that the district court (1) erred in ruling that the agreement was not an enforceable contract; and (2) did not err in concluding that only one former shareholder breached a fiduciary duty but erred in concluding that Junkermeir was not entitled to collect any damages stemming from that breach. View "Junkermier, Clark, Campanella, Stevens, P.C. v. Alborn, Uithoven, Riekenberg, P.C." on Justia Law

David Kulko, Ilsa Kaye, and Michael Horn were the sole shareholders, directors, and officers of Davail, Inc. Kulko sued Kaye, Horn, and Davail for dissolution of Davail, shareholder oppression, fraudulent conduct, and breach of fiduciary duties. Eventually, the parties agreed to dissolution of Davail. The district court entered an order granting dissolution and appointed a receiver. The court then dismissed Kulko’s claims for lack of subject matter jurisdiction, concluding that dissolution is an exclusive remedy and that dissolution of Davail eliminated the case or controversy. The Supreme Court reversed and remanded for reinstatement of the case, holding that the district court (1) erred when it concluded that Kulko could not pursue punitive or compensatory damage claims against Davail’s other shareholders because he already sought and obtained dissolution of Davail; and (2) erred in dismissing Kulko’s claim because the court did not lose subject matter jurisdiction over the case upon entering the dissolution order. View "Kulko v. Davail" on Justia Law

In 1988, Faith Lutheran Church of Great Falls, Inc., which held certain property in its own name, affiliated with the Evangelical Lutheran Church of America (ELCA) denomination. In 2010, seventy-one percent of members voted to terminate Faith Lutheran’s affiliation with ELCA. Thereafter, the majority continued as Faith Lutheran, and approximately half of the minority formed the group that would become New Hope Lutheran Ministry. New Hope subsequently filed an action seeking a declaration that the minority was the rightful owner of all church property, including property held by the Foundation for the Endowment of Faith Lutheran Church, Inc. The district court determined that New Hope was entitled to all Faith Lutheran property and all property held by the Foundation. The Supreme Court affirmed in part and reversed in part, holding that the district court (1) correctly determined that New Hope was entitled to property held by Faith Lutheran because the ninety percent super-majority necessary for Faith Lutheran to retain the property under its constitution was not obtained; but (2) erred in holding that New Hope was entitled to the Foundation’s property because New Hope failed to prove that an express trust existed over the Foundation’s property in favor of the church members. View "New Hope Lutheran Ministry v. Faith Lutheran Church of Great Falls, Inc." on Justia Law

C.R. Weaver formed Mikart Transport, LLC in January 2011. At that time, the articles of organization named Weaver and Michael Smith as members or managers. In March 2011, Smith submitted a credit application with Tri-County Implement, Inc. After Smith failed to pay Tri-County for work it performed on two vehicles, including a Volvo semi-truck titled in Weaver's name, Tri-County refused to release the Volvo from its possession pursuant to its asserted agisters' lien on the vehicle. Weaver subsequently filed a complaint against Tri-County. In response, Tri-County filed a counterclaim against Weaver and a third-party complaint against Mikart. The district court entered judgment against Mikart, ordering it to pay for the work it performed, and awarded Tri-County attorney fees and costs. The court also held Mikart, Smith, and Weaver jointly and severally liable for these amounts. The Supreme Court reversed the portion of the district court's imposition of personal liability on Weaver for the work performed on the two vehicles, as there was no basis to hold Weaver individually liable for the obligations of Mikart to Tri-County. Remanded. View "Tri-County Implement, Inc. v. Weaver" on Justia Law

Bank and Lumber Company had business and financial relationships with Sawmill. A few years into its operation, Sawmill began experiencing serious financial difficulties. Sawmill defaulted on approximately $1.4 million in loan obligations to Bank and owed Lumber Company approximately $900,000. Proceedings were initiated in bankruptcy court and district court. While the cases were pending, Sawmill was destroyed by fire. Bank recovered approximately $980,000 from Sawmill's insurance proceeds. In a subsequent case between Bank and Lumber Company, the jury determined that neither Bank nor Lumber Company was entitled to recover damages from the other. The Supreme Court affirmed, holding that the district court did not abuse its discretion in refusing to admit into evidence a particular letter written by the Bank president. View "H.E. Simpson Lumber Co. v. Three Rivers Bank of Mont." on Justia Law

Pam, Allan, and Charles and Mary Lou Dees (the Dees) started a business, Great Falls Portables, Inc. (GFP), with Allan acting as sole manager of the business. Pam subsequently took over management. The Dees later filed a complaint against Pam, GFP, and others. A month later, Pam and Allan, who were married but separated, entered into a settlement agreement that provided that Pam would be responsible to the Dees for any obligation owed them in connection with their interest in GFP. In litigation with the Dees, Pam filed a third-party complaint against Allan, alleging (1) the Dees' complaint arose out of Allan's fraudulent activity (Count I), (2) Allan had fraudulently induced Pam to enter the agreement assigning responsibility for the Dees' interest (Count II), and (3) Allan must indemnify her from liability to the Dees (Count III). The district court granted summary judgment to Allan on all three counts. The Supreme Court affirmed, holding that the district court correctly determined that (1) Pam failed to plead fraud with sufficient particularity; (2) Pam failed to show reliance on Allan's representations; and (3) Count III of Pam's complaint was dependent on and related back to Counts I and II. View "Fossen v. Fossen" on Justia Law

This case arose out of several business transactions entered into by parties involved in the development of condominiums on Hauser Lake. Cherrad, Merritt & Marie, and Max & V (the Hale interests) were limited liability companies owned by Conrad and Cheryl Hale. Craig Kinnaman was sole proprietor of a business called CK Design. Merritt & Marie purchased the Hauser Lake property. Subsequently, the Hales and Kinnaman agreed to develop a portion of the property. Cherrad was the developer, and Mountain West Bank (MWB) made three loans to Cherrad to develop the project. CK Design suffered delays in the project and later left the project. In 2007, Kinnaman committed suicide, and the Estate recorded a $3.3 million construction lien on the condominiums. MWB brought this action 2008 against the Hale interests and the Estate seeking foreclosure on the three secured loans. The Hale interests and the Estate cross-claimed against each other. The district court (1) declared the Estate's construction lien invalid; and (2) determined Cherrad owed the Estate $76,278 for work that CK Design performed on the project. Finding no error, the Supreme Court affirmed. View "Mountain West Bank, N.A. v. Cherrad, LLC" on Justia Law