Justia Business Law Opinion Summaries

Plaintiff, as an individual and as an assignee, brought this action pro se to recover for wrongs allegedly committed against the assignor, a limited liability corporation (LLC). The district court dismissed the action, concluding (1) Plaintiff was attempting to litigate “the claim of another which has merely been assigned to him” and that Plaintiff was therefore engaging in the unauthorized practice of law because an attorney is required when the action is derived from a wrong to an LLC; and (2) therefore, the pleadings were a nullity. The Supreme Court affirmed, holding (1) an assignment of a distinct business entity’s cause of action to an assignee who then brings such suit requires that the assignee must be represented by counsel and cannot bring such action pro se; (2) by bringing the assigned claim, Plaintiff engaged in the unauthorized practice of law; and (3) therefore, Plaintiff’s filings were a nullity as a matter of law. View "Zapata v. McHugh" on Justia Law

A holdover franchisee is a franchisee who receives the benefits of an expired franchise agreement but fails to make payments to the franchisor per the agreement. Donut Holdings, Inc. (DHI) was the Nebraska parent corporation of LaMar’s Donuts International, Inc. (LaMar’s). LaMar’s was a franchise company with nine franchisees, including one in Springfield Missouri that was purchased by Risberg Stores, LLC, a Missouri entity, in 2002. At the time of the purchase, the store was operating under the terms of a 1994 franchise agreement entered into by Risberg Store’s predecessor. DHI filed a claim against Risberg Stores for royalty and marketing fees accruing after June 2009. Risberg Stores argued that it did not owe DHI fees because the parties’ written agreement ended in 2004. The district court ruled in favor of Risberg Stores, concluding that the franchise agreement ended in June 2009 and that DHI was not entitled to any payments thereafter. The Supreme Court affirmed, holding (1) DHI, the franchisor, did not have a breach of contract claim against Risberg Stores, the holdover franchisee; and (2) therefore, DHI was not entitled to fees under the contract. View "Donut Holdings, Inc. v. Risberg" on Justia Law

This appeal was the third appeal from a judicial dissociation of four partners from a family agricultural partnership. The partnership had assets consisting primarily of real estate. At issue before the Supreme Court was whether the district court, in recalculating the buyout distributions, correctly implemented the Court’s mandate from the second appeal. The Supreme Court affirmed the district court’s judgment, holding that the district court did not err in (1) excluding certain evidence; (2) calculating the buyout distribution on remand; and (3) ordering that such distributions be paid to the clerk of the district court. View "Robertson v. Jacobs Cattle Co." on Justia Law

Appellants obtained a valid default judgment against Dale and Vicki Jensen. Appellant had a summons and order of garnishment in aid of execution issued to Pioneer Ventures, LLC. Pioneer Ventures timely filed its answers to Appellants’ interrogatories with the clerk of court. Appellants were not served with the answers but independently learned of the answers approximately one week later. Appellants subsequently filed an objection to the answers to interrogatories. The trial court ruled that Appellants’ objection was untimely because it was filed more than twenty days after Pioneer Ventures had filed its answers. On appeal, Appellants argued that the trial court erred by (1) ruling that the twenty-day time limit began to run from when the answer was filed and not when Appellants received actual notice, and (2) not requiring service of Pioneer Venture’s answers upon Appellants. The Supreme Court affirmed, holding that the garnishment statutes do not require the garnishee to serve or give notice to the garnishor of the interrogatory answers. View "ML Manager, LLC v. Jensen" on Justia Law

Braunger Foods sold food product supplies to Hungry's North, a business owned by Michael Sears. Braunger Foods filed this action against Sears and Hungry's (collectively Hungry's), seeking to recover amounts Braunger Foods claimed were due for sales it had made on credit to Hungry's. The district court (1) entered judgment against Hungry's for amounts it concluded were owing to Braunger Foods; and (2) entered no judgment against Sears, concluding that a guaranty, by which Braunger Foods sought to hold Sears personally liable for the debt, was ineffective. Braunger Foods appealed the trial court's conclusion that the guaranty was unenforceable against Sears. The court of appeals affirmed. The Supreme Court reversed, holding that the guaranty was enforceable against Sears. Remanded with directions to enter judgment against Sears. View "Braunger Foods, LLC v. Sears" on Justia Law

Republican Valley Biofuels (RVBF) issued a confidential private placement memorandum seeking investors in a biodiesel production facility. DMK Biodiesel (DMK) and Lanoha RVBF (Lanoha) invested $600,000 and $400,000 respectively in RVBF, which was being promoted by four individuals (Promoters). Renewable Fuels Technology (Renewable Fuels) was the manager of RVBF. DMK and Lanoha entered into and executed separate subscription agreements with RVBF. DMK and Lanoha later filed a complaint against Renewable Fuels and Promoters, alleging that Defendants fraudulently induced them to invest funds in RVBF. Defendants filed a motion to dismiss and a motion to take judicial notice, requesting the district court to take judicial notice of the confidential private placement memorandum for RVBF and the subscription agreements executed between RVBF and DMK and Lanoha. The district court granted the motions. The Supreme Court reversed, holding that because the private placement memorandum and the subscription agreements were properly considered matters outside the pleading, an evidentiary hearing was required. Remanded. View "DMK Biodiesel, LLC v. McCoy" on Justia Law

Appellants, Bruce and Annette Wiles, filed a complaint against Wiles Brothers, Inc. (WBI) and Marvin Wiles, Bruce's brother (collectively, Appellees), seeking the judicial dissolution of WBI. Appellants founded their complaint on Neb. Rev. Stat. 21-20,162(2)(a), which authorizes a shareholder to bring a proceeding to dissolve a corporation. The district court dismissed the complaint, concluding that Bruce was not a shareholder of WBI and that Bruce and Annette lacked standing to seek the judicial dissolution of WBI. The Supreme Court affirmed, holding (1) for the purposes of dissolution of a corporation, Bruce was not a statutory shareholder who could bring an action for judicial dissolution; and (2) the district court did not abuse its discretion when it did not receive certain exhibits into evidence. View "In re Involuntary Dissolution of Wiles Bros., Inc." on Justia Law

Four of Jacobs Cattle Company's six partners sought dissolution and liquidation of the family partnership. One of the other two partners then sought a judicial dissociation of those four partners (Appellants). The district court refused to dissolve and liquidate the partnership but, instead, dissociated Appellants and ordered that the partnership buy out their interests in the partnership. Appellants appealed, arguing that the district court erred in not dissolving the partnership and in determining the proper buyout price. The other two partners and the partnership cross-apppealed, arguing that the court erred in determining the date of asset valuation. The Supreme Court affirmed in part as modified and reversed and remanded in part, holding (1) the district court did not err in its decision to dissociate Appellants from the partnership by judicial expulsion and in its decision to refuse to dissolve the partnership; (2) the district court erred in failing to allow Appellants to introduce evidence on the proper calculcation of the buyout price; and (3) the district court erred in its determination with respect to interest. Remanded. View "Robertson v. Jacobs Cattle Co." on Justia Law

Video King had its principal place of business in Nebraska. Melange Computer Services (Melange) had a business relationship with Video King since 2000. In 2006, Melange was acquired by Planet Bingo and became a wholly owned subsidiary of Planet Bingo. Video King subsequently filed an action against Melange and Planet Bingo (Defendants) in the district court seeking a declaration of the rights, status, and other legal obligations of the parties with respect to confidentiality agreements between the parties. The district court dismissed the action for lack of personal jurisdiction, noting that both Planet Bingo and Melange were foreign corporations with no agent for service of process in Nebraska. The Supreme Court reversed, holding (1) the district court had specific personal jurisdiction over Defendants, and therefore, it erred in granting Defendants' motion to dismiss; and (2) Nebraska's exercise of specific personal jurisdiction over Defendants in this action would not offend notions of fair play and substantial justice. View "VKGS, LLC v. Planet Bingo, LLC" on Justia Law

3RP Operating, Inc. filed a claim with a receiver for payment of operating expenses of an oil well. The receiver managed the oil well at issue and was appointed by the district court in an underlying case in which siblings disputed the assets of their parents' estate. The receiver denied 3RP's claim. 3RP intervened in the district court case, seeking payment based on contract and quantum meruit. The district court approved the receiver's denial of the claim for payment of services. The court of appeals affirmed, agreeing with the district court that because 3RP had no corporate existence during the time period for which it sought payment, its claim was correctly denied. The Supreme Court affirmed, holding that 3RP was not entitled to be paid for the operating expenses it sought because it did not legally exist during the time for which it sought payment. View "Sutton v. Killham" on Justia Law