Justia Business Law Opinion Summaries

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

Plaintiff corporation and two of its officers brought suit against Defendant, a brokerage firm, to recover damages that allegedly resulted when the president of the corporation independently engaged the brokerage firm's services to locate and lease new office space while the corporation was still liable under a previous lease, which it later breached. Plaintiff sued under theories of inducement, tortious interference, and negligence. The district court concluded that the brokerage company was not liable to Plaintiff for assisting the president to enter into a new lease while knowing that the corporation remained liable under a previous lease. The Supreme Court affirmed, either not reaching Appellants' assignments of error or finding them to be without merit. View "Pro. Mgmt. Midwest, Inc. v. Lund Co." on Justia Law

The district court placed Appellant's corporation, a cemetery association, into receivership and approved the winding up of the business and its dissolution. The court then fashioned an equitable remedy for distribution of the resulting funds, which Appellant challenged on appeal. At issue was whether the district court had the power to take these actions. The Supreme Court affirmed as modified, holding (1) the district court properly appointed the receiver; but (2) because the statutory requirements for judicial dissolution were not met, the receiver's actions in winding up Floral Lawns and selling its assets were improper and outside the power of the court to approve. The Court then crafted a remedy according to equitable principles. View "Floral Lawns Mem'l Gardens Ass'n v. Becker" on Justia Law

Big John's Billiards filed this action against the State and others seeking a declaration that the Nebraska Clean Indoor Air Act was special legislation, violated Nebraska's equal protection clause, and constituted a regulatory taking. The district court sustained in part and in part overruled Big John's motion for partial summary judgment on the issue of special legislation but did not direct entry of a final judgment or dismiss Big John's other constitutional claims. The State appealed. The Supreme Court dismissed the appeal, holding that because the district court did not enter a final order, the Court did not have appellate jurisdiction over the appeal.

The dispute in this case revolved around a limited partnership (Kellom Heights) formed to provide financing for the redevelopment of property. Appellees were Kellom Heights, a corporation, and limited partners in Kellom Heights. Appellants were the redevelopment corporation, the general partner, and a corporation that was a limited parter of the redevelopment corporation. Appellees became dissatisfied with the operation of Kellom Heights and filed this complaint asserting various causes of action. The district court found for Appellees on certain causes of action and entered a judgment in their favor in the amount of $918,228 plus costs and interest. The court also awarded attorney fees and denied Appellees' request for prejudgment interest. The Supreme in part reversed and remanded, holding (1) the district court erred when it rejected Appellants' statute of limitations defenses as to certain claims; and (2) the court erred in ruling that additional supervisory fees were not permitted. The Court affirmed the remainder of the district court's judgment.

Thomas & Thomas Court Reporters sued Douglas Switzer, an attorney, and his law firm, Hathaway & Switzer (Hathaway Switzer), for failure to pay for court reporting services. The district court entered judgment for Thomas & Thomas. At issue on appeal was whether Hathaway Switzer was liable to Thomas & Thomas for its fees or whether Hathaway Switzer's clients were. The Supreme Court (1) affirmed the district court's judgment to the extent that it held Hathaway Switzer rather than Hathaway Switzer's clients liable, as Hathaway Switzer had not disclaimed liability for those fees; and (2) reversed the court's judgment to the extent that it held Switzer personally liable. Remanded with directions to dismiss Thomas & Thomas' claim against Switzer as an individual.

Appellant Tymar, LLC filed an application with the Nebraska Public Service Commission seeking authority to operate as a common carrier of household goods in intrastate commerce. Appellees, other common carriers in the area, filed protests to Tymar's application. After a hearing, the Commission denied the application, determining that Tymar had failed to establish its prima facie case that it met the standards for approval of its application under the regulatory scheme imposed by Neb. Rev. Stat. 75-301. The district court affirmed. At issue on appeal was whether requests for admissions Tymar tendered to Appellees but which Appellees did not answer should have been deemed admitted under Neb. R. Civ. P. R. 36. The Supreme Court reversed, holding that the Commission erred when it did not give legal effect to the substance of the unanswered requests, and the district court erred as a matter of law when it failed to correct the Commission's rulings regarding these requests for admissions. Remanded with directions to reconsider Tymar's application.

Plaintiff Darlene Howsden was injured on premises that were leased to her employer by a legally distinct entity that was owned and operated by the same shareholders as her employer. Plaintiff sued Defendant, the entity that owned the premises, for negligence. The district court granted summary judgment to Defendant, concluding that Plaintiff's exclusive remedy was under the Nebraska Workers' Compensation Act. The Supreme Court reversed, holding that the district court erred in concluding that the exclusive remedy rule extended to Defendant because (1) Defendant was a legally separate entity from Plaintiff's employer, despite their corporate kinship, and there was no equitable basis to justify piercing the corporate veil between the two entities; and (2) therefore, Defendant was a third party to the employment relationship between Plaintiff and her employer, so Plaintiff's third-party claim against Defendant was not barred by the exclusive remedy provisions of the Act.