Justia Business Law Opinion Summaries

Plaintiff Alice Finn appealed a Superior Court order denying her motion to affirm, and granting the defendants Ballentine Partners, LLC (BPLLC), Ballentine & Company, Inc., Roy C. Ballentine, Kyle Schaffer, Claudia Shilo, Andrew McMorrow, and Gregory Peterson's motion to vacate a final arbitration award. Ballentine and Finn founded Ballentine Finn & Company, Inc. (BFI). Each owned one half of the company’s stock, and Finn served as the Chief Executive Officer. Later, four other individuals became shareholders of BFI. In 2008, Ballentine and the other shareholders forced Finn out of the corporation and terminated her employment. At the time of her termination, Finn held 37.5% of the shares of BFI. BFI gave Finn a promissory note in the amount of $4,635,684, which represented 1.4 times earnings for her shares for the 12 months before her termination. This amount was below the fair market value of Finn’s shares. Finn challenged her termination before an arbitration panel in 2009. This first arbitration panel found that Finn’s termination was unlawful and awarded her $5,721,756 for the stock that BFI forced her to sell and $720,000 in lost wages. The panel recognized that BFI likely did not have sufficient liquidity to pay the award immediately, so it authorized BFI to make periodic payments. After the first panel award, BFI formed BPLLC, contributed all of its assets and some of its liabilities to BPLLC, and became its sole member. BFI then changed its name to Ballentine & Company. After the reorganization, Ballentine & Co. sold 4,000 preferred units, a 40% membership interest in BPLLC, to Perspecta Investments, LLC. Perspecta paid $7,000,000 to Ballentine & Co. and made a $280,000 capital contribution to BPLLC. The defendants asserted that the membership interest had to be sold in order to raise funds to pay the arbitration award to Finn. In 2013, Finn filed a complaint and a motion to compel arbitration in superior court, alleging that she was entitled to relief under the “Claw Back” provision of the Agreement. The defendants moved to dismiss Finn’s complaint, arguing that it was barred by res judicata. A second arbitration concluded that Finn was entitled to an award based upon an unjust enrichment claim. and awarded Finn $600,000 in equitable relief. Returning to court, Finn moved to affirm, and the defendants moved to vacate in part, the second arbitration award. Applying the "plain mistake" standard of review found in RSA 542:8, the trial court ruled that the second panel’s award of additional damages to Finn on her unjust enrichment claim was barred by res judicata. Finn moved for reconsideration, arguing that the FAA applied to this case. The trial court denied the motion. Because the New Hampshire Supreme Court concluded that the trial court did not err in ruling that RSA 542:8 was not preempted by the Federal Arbitration Act (FAA), and that the second arbitration panel committed a plain mistake of law by concluding that res judicata did not bar Finn’s claim, it affirmed. View "Finn v. Ballentine Partners, LLC" on Justia Law

In consolidated appeals, petitioners Deere & Company, CNH America LLC (CNH), AGCO Corporation (AGCO), Kubota Tractor Corporation (Kubota), and Husqvarna Professional Products, Inc. (Husqvarna), all appealed superior court orders that granted summary judgment to the State on their constitutional challenges to Senate Bill (SB) 126. SB 126 was enacted in 2013, amending RSA chapter 357-C to define "motor vehicle" as including "equipment," which "means farm and utility tractors, forestry equipment, industrial equipment, construction equipment, farm implements, farm machinery, yard and garden equipment, attachments, accessories, and repair parts." Like its federal counterpart and similar state statutes, RSA chapter 357-C, "the so-called ‘dealer bill of rights,''" was enacted "to protect retail car dealers from perceived abusive and oppressive acts by the manufacturers." RSA chapter 357-C regulated, among other things, a manufacturer's delivery and warranty obligations and termination of dealership agreements. RSA chapter 357-C also defines unfair methods of competition and deceptive practices. Violation of any provision of RSA chapter 357-C constitutes a misdemeanor. Petitioners manufactured agricultural, construction, forestry, industrial, lawn, and garden equipment, including commercial mowers, wheel loaders, backhoes, and agricultural tractors. Their complaint alleged that: (1) retroactive application of SB 126 substantially impaired their existing dealership agreements in violation of the State and Federal Contract Clauses; and (2) SB 126 violated the Supremacy Clause of the Federal Constitution because it voided or otherwise rendered unenforceable mandatory binding arbitration clauses in existing dealership agreements, thereby conflicting with the Federal Arbitration Act (FAA). In sum, the New Hampshire Supreme Court upheld SB 126 against petitioners' claims that it violated the State and Federal Contract Clauses. The Court agreed with the trial court that the preempted provisions were severable from the remaining provisions of RSA chapter 357-C as applied to petitioners. The Court rejected Husqvarna's argument that SB 126 violated the Equal Protection Clause of the Federal Constitution. The Court also rejected Husqvarna's contention that SB 126 had either a discriminatory purpose or effect within the meaning of the dormant Commerce Clause. Nonetheless, the Court vacated the trial court's grant of summary judgment to the State on Husqvarna's dormant Commerce Clause claim and remanded for the trial court to consider, in the first instance, whether SB 126 was unconstitutional under the "Pike" balancing test. View "Deere & Co. v. New Hampshire" on Justia Law

Steven Cohen met John Raymond when Raymond began dating Cohen’s stepdaughter, Molly, whom Raymond eventually married. Cohen owned a successful scrap metal company and offered Raymond a job. Cohen knew a broker and private wealth manager at Merrill Lynch, and Cohen testified that he wanted to help Raymond learn about investment through that broker. To set up an investment account, Merrill Lynch required a minimum deposit of $250,000. Cohen deposited this amount into an account in Raymond’s name, later testifying at trial that he considered the money to be “seed money” for a business that he planned to open with Raymond. Although Raymond testified that he never intended to go into business with Cohen, the trial court found that “the parties had decided to enter the recycling business together.” Raymond and Molly decided to divorce. Raymond then withdrew $50,000 from the Merrill Lynch account, which he used for “personal purposes.” Upon learning of the divorce and withdrawal, Cohen demanded that Raymond repay him the $250,000, and then sued Raymond in superior court. Cohen claimed that the money was a loan, and that he was entitled to repayment with interest at 5% or 6%. In the alternative, Cohen claimed that Raymond had been unjustly enriched, and that he was entitled to restitution. In his argument on unjust enrichment, Cohen suggested, for the first time, that the $250,000 was a conditional gift. Cohen, appealed the trial court’s ruling that the $250,000 deposited into the investment account was an unconditional gift. Cohen argued, among other things, that the trial court erred by: (1) finding that the $250,000 was an unconditional gift, rather than a loan or a conditional gift; and (2) presuming that the $250,000 was a gift, thereby placing the burden on Cohen to show that it was not a gift. The New Hampshire Supreme Court vacated and remanded: Raymond was Cohen’s son-in-law, thus, the gift presumption did not apply, and the burden should have been on Raymond to prove that Cohen intended to give him the $250,000 as a gift. View "Cohen v. Raymond" on Justia Law

In a declaratory judgment action, the State appealed a superior court order granting summary judgment in favor of plaintiff STIHL Incorporated (individually, and d/b/a Northeast STIHL). STIHL is a corporation that manufactures, distributes, and sells an array of handheld power and non-power tools such as chain saws, leaf blowers, hedge trimmers, axes, pruners, and mauls. Although many of its products have engines, none has wheels, engine and transmission, or is capable of transporting a person from one location to another. In 1981, the legislature enacted RSA chapter 357-C, the so-called “dealer bill of rights,” to regulate, among others, automotive manufacturers and dealers. the legislature increased the level of regulation it imposed. As the legislature expanded RSA chapter 357-C, it also enacted RSA chapter 347-A, a similar but less comprehensive regulatory scheme providing protections to equipment dealers. After the enactment of SB 126, STIHL sought a declaratory judgment that RSA chapter 357-C, as amended, did not apply to it. The State countered that, as a “forestry” and “yard and garden” equipment manufacturer, STIHL was subject to regulation under RSA chapter 357-C. Both parties moved for summary judgment. The trial court found that RSA chapter 347-A, before it was repealed, regulated STIHL’s agreements with its dealers because, under that statutory scheme, the legislature chose to broadly define the term “equipment.” Nevertheless, the court concluded that because STIHL produces only handheld, not ground-supported or wheeled, equipment, it falls outside of the purview of amended RSA chapter 357-C. Finding no reversible error in the superior court’s judgment, the Supreme Court affirmed. View "STIHL, Inc. v. New Hampshire" on Justia Law

After a bench trial, the court denied plaintiff Celestica, LLC’s request for a declaration that defendant Communications Acquisitions Corporation d/b/a Whaleback Managed Services (CAC) was obligated to pay the balance of a judgment that Celestica had obtained against another business, the assets of which CAC had purchased at public auction. Specifically, the trial court ruled that, when CAC purchased the assets of Whaleback Systems Corporation, the transaction did not amount to a de facto merger between the two companies. On appeal, Celestica argued that the trial court erred by not imposing successor liability upon CAC under the de facto merger doctrine. Finding no reversible error, the Supreme Court affirmed. View "Celestica, LLC v. Communications Acquisitions Corp." on Justia Law

Defendant was a Michigan-based company that “assists corporations in complying with regulations associated with the conduct of corporate business by supplying annual corporate consent documents” by way of direct mail. Defendant mailed solicitations to potential customers. Its New Hampshire mailing address was “a private mailbox used as a clearinghouse to receive and bundle orders from New Hampshire customers.” According to defendant, as a result of these direct mailings, it made sales in New Hampshire totaling $12,625. A grand jury indicted defendant on 27 felony violations of the Consumer Protection Act, encompassing three sets of nine charges, all stemming from defendant’s allegedly deceptive use of the New Hampshire mailing address in 2013. The State appealed a Superior Court order dismissing the 27 indictments, ruling that the indictments were defective because they alleged that the defendant acted with the mental state of “knowingly,” and not “purposely.” Finding no reversible error, the Supreme Court affirmed the Superior Court’s judgment. View "New Hampshire v. Mandatory Poster Agency, Inc." on Justia Law

Plaintiff Victor Virgin Construction Corporation appealed a Superior Court remitting a jury award following an advisory jury finding of breach of contract and negligent misrepresentation by defendant New Hampshire Department of Transportation (DOT). DOT cross-appealed, asking that the award be further reduced. In 2008, Virgin bid on a DOT project to replace a stone box culvert located underneath Depot Road in Hollis. Virgin submitted the lowest bid and was awarded the contract. After completion of the project, DOT paid Virgin the sum agreed to in the contract with only a minor upward adjustment. Virgin sued DOT for both breach of contract and negligent misrepresentation. The trial court denied DOT's request to bifurcate the trial; subsequently the jury found in favor of Virgin. DOT then moved for a new trial or to set aside the jury's damages award. The trial court granted remittitur, but did no enter a finding of liability on the breach of contract claim, finding that the award could only be sustained on the negligent misrepresentation claim. Virgin then appealed, seeking the full amount of damages awarded by the jury. The Supreme Court found that Virgin's negligent misrepresentation claim for money damages was capped by statute, therefore it was not entitled to the full amount of damages originally awarded by the jury. That cap does not apply to breach of contract, however, and because the trial court did not include findings with regard to liability on the breach of contract claim, the case was remanded for further proceedings. View "Victor Virgin Construction Corp. v. New Hampshire Dep't of Transportation" on Justia Law

Respondent Northern New England Telephone Operations, LLC d/b/a FairPoint Communications – NNE (FairPoint), appealed two orders of the New Hampshire Public Utilities Commission (PUC). Petitioners are all “competitive local exchange carriers.” The PUC ordered Verizon New Hampshire to stop imposing “carrier common line charges” upon certain telephone calls that did not require the use of Verizon’s common line. The PUC found that Verizon did not provide switched access service in connection with these calls. Under the plain language of Verizon’s access tariff, the Supreme Court concluded that Verizon was allowed to impose a “carrier common line access charge” (CCL charge) upon “each aspect of switched access service,” and that “common line access” is only one component of switched access service. It was undisputed that Verizon provided other aspects of switched access service with respect to the calls at issue. Following the Supreme Court's decision, the PUC reopened the proceeding and ordered FairPoint, which had purchased Verizon’s New Hampshire assets, to modify the Tariff to clarify that it could “charge CCL only when a FairPoint common line is used in the provision of switched access services.” Ultimately, the PUC approved in part, and rejected in part, tariff revisions that FairPoint submitted. The PUC approved FairPoint’s revision of the CCL charge, but rejected FairPoint’s proposal to increase the rate of an interconnection charge under the Tariff. The PUC granted the petitioners’ motion to dismiss the portion of the docket related to the interconnection charge. FairPoint unsuccessfully moved for reconsideration of both orders, and this appeal followed. Finding no error, the Supreme Court affirmed. View "Appeal of Northern New England Telephone Operations, LLC" on Justia Law

At issue before the Supreme Court was an Asset Purchase Agreement. Portsmouth Regional Hospital was sold to the Hospital Corporation of America. A dispute arose over the meaning of certain terms and clauses in the purchase agreement. The Foundation for Seacoast Health sought to "repurchase" the hospital's tangible assets under certain conditions. The dispute arose when the Foundation sought to assert that right. The Foundation appealed the trial court’s determination that the clause under dispute in this case was intended to give the Foundation a right to purchase the Hospital only in the event of a sale to a third party. The Foundation argued that because of this error, the trial court also erred by failing to: (1) order specific performance of the Foundation’s contractual right to purchase the Hospital; (2) award monetary damages for the defendants’ material breach; and (3) award attorney’s fees for the remedy proceeding. Upon review of the contract in question, the Supreme Court affirmed all but the trial court’s attorney’s fee award. View "Foundation for Seacoast Health v. Hospital Corporation of America" on Justia Law

Plaintiff Robin Plaisted appealed a superior court order that dismissed her case against defendant Jeffrey LaBrie as untimely. The issue between the parties stemmed from the contract to sell real estate. Plaintiff wrote, and the defendant cashed, a check made out to "Jeff LaBrie" in the amount of $19,500. The check noted that it was "[f]rom R. Plaisted for full payment for 50% of 10 Nelson [Street] Property." Defendant, as president of Blue Star, signed a "Declaration of Ownership" stating that Blue Star granted to the plaintiff a fifty percent interest in the property. Two years later, Blue Star sold the property for a profit of $98,855.97 and wired the proceeds to a bank account "[f]or the benefit of Blue Star Consulting (Jeff LaBrie)." Plaintiff petitioned the trial court, seeking a declaration that she had been a one-half owner of the property, as well as an order requiring the defendant to pay her one-half of the sale proceeds. Finding no error in the trial court's determination that plaintiff's suit was time barred, the Supreme Court affirmed dismissal. View "Plaisted v. LaBrie" on Justia Law