Justia Business Law Opinion SummariesArticles Posted in New York Court of Appeals
Jiannaras v. Alfant
Google Inc. and On2 Technologies, Inc. entered into a merger agreement in 2009. Thereafter, Plaintiff brought a class action on behalf of himself and other similarly situated On2 shareholders, alleging that On2’s board of directors had breached its fiduciary duty to its shareholders. Plaintiffs subsequently agreed with One2 and its directors to settle all claims with respect to the merger. After a hearing, Supreme Court found the settlement to be fair and in the best interest of the class members but refused to approve the settlement because it did not afford out-of-state class members of the opportunity to opt out, thereby prohibiting class members from pursuing any individual claims that are separate and apart from the class settlement. The Appellate Division affirmed. The Court of Appeals affirmed, holding that the lower courts properly refused to approve the proposed settlement because the settlement would deprive out-of-state class members of a cognizable property interest. View "Jiannaras v. Alfant" on Justia Law
In re Kenneth Cole Prods., Inc.
In 2012, Defendant Kenneth Cole proposed a going-private merger of Kenneth Cole Productions, Inc. that was subject to approval by both a special committee of independent directors and a majority of the minority shareholders. Several shareholders, including Plaintiff, commenced separate class actions alleging breach of fiduciary duty by Cole and the directors. Although the shareholder vote occurred after an amended complaint was filed, 99.8 percent of the minority shareholders voted in favor of the merger. In the amended complaint, Plaintiff sought a judgment declaring that Cole and the directors had breached the fiduciary duties they owed to the minority shareholders, an award of damages to the class, and a judgment enjoining the merger. Supreme Court granted Defendants’ motion to dismiss. The Court of Appeals affirmed, holding (1) in reviewing challenges to going-private mergers, New York courts should apply the business judgment rule as long as certain shareholder-protective conditions are present; (2) if those measures are not present, the entire fairness standard should be applied; and (3) applying that standard to this case, the courts below properly determined that Plaintiff’s allegations did not withstand Defendants’ motions to dismiss. View "In re Kenneth Cole Prods., Inc." on Justia Law
CDR Creances S.A.S. v. Cohen
Plaintiff initiated litigation to recover wrongfully diverted and concealed proceeds of a loan agreement, asserting that Defendants conspired to avoid repayment by denying their ownership and control over entities used to conceal converted funds. Before the conclusion of discovery in New York, federal authorities arrested Defendants, charging them with tax evasion and alleging a conspiracy to commit fraud on the New York court by forging documents and suborning perjury. A jury convicted Defendants of tax evasion, and the district court concluded that Defendants had perpetrated fraud on Supreme Court in New York. After Defendants’ sentencing, Plaintiff filed a motion to strike Defendants’ pleadings and for a default judgment. Supreme Court determined that Defendants had perpetrated a fraud on the court and granted the motion. The Appellate Division affirmed. The Court of Appeals affirmed in part, holding (1) where a court finds, by clear and convincing evidence, conduct that constitutes fraud on the court, the court may impose sanctions including striking pleadings and entering default judgment against the offending parties; and (2) with one exception, the record supported such sanctions against Defendants. View "CDR Creances S.A.S. v. Cohen" on Justia Law
Cunningham v. State Dep’t of Labor
Petitioner was a State employee. Suspecting that Petitioner was submitting false time reports, the State attached a global positioning system (GPS) device to Petitioner's car. After a report by the Inspector General based on evidence obtained from the GPS device, the Commissioner of Labor terminated Petitioner's employment. The appellate division confirmed the Commissioner's determination and dismissed the petition. The Court of Appeals affirmed, holding (1) pursuant to People v. Weaver and United States v. Jones, the State's action was a search within the meaning of the State and Federal Constitutions; (2) the search in this case did not require a warrant; but (3) the State failed to demonstrate that the search was reasonable. Remanded. View "Cunningham v. State Dep't of Labor" on Justia Law
Verizon New England, Inc. v Transcom Enhanced Servs., Inc.
This case arose from efforts of Verizon New England to collect a judgment awarded in 2009 by the U.S. district court against Global NAPs (GNAPs). Verizon served a restraining notice on GNAPs and companies with which it did business, one of which was Transcom Enhanced Services. Verizon subsequently commenced this special proceeding seeking a turnover of property and debts of the judgment debtor held by Transcom. Supreme Court denied turnover and dismissed the petition with prejudice, concluding that Transcom did not owe any debt to GNAPs and it did not hold property in which GNAPs had any interest. At issue on appeal was whether the at-will, prepayment service agreement between the parties, which lacked any obligation to continue services or a commitment to engage in future dealings, constituted a property interest or debt subject to a N.Y. C.P.L.R. 5222(b) restraining notice. The Appellate Division affirmed. The Court of Appeals affirmed, holding that, based on the nature of the agreement, the restraining notice was unenforceable. View "Verizon New England, Inc. v Transcom Enhanced Servs., Inc." on Justia Law
Gelman v. Buehler
Plaintiff and Defendant formed a partnership by oral agreement. Defendant later withdrew from the venture after Plaintiff refused his demand for majority ownership of the partnership. Plaintiff sued Defendant for breach of contract, claiming that Defendant could not unilaterally terminate his obligations under the agreement. Supreme Court dismissed the complaint, concluding that the complaint failed to allege that the partnership agreement provided for a definite term or a defined objective, and therefore, dissolution was permissible under N.Y. P'ship Law 62(1)(b). The Appellate Division modified by reinstating the breach of contract cause of action, reasoning that the complaint adequately described a definite term and alleged a particular undertaking. The Court of Appeals reversed with directions that the breach of contract cause of action of the complaint be dismissed, holding (1) the complaint did not satisfy the "definite term" element of section 62(1)(b) because it did not set forth a specific or a reasonably certain termination date; and (2) the alleged scheme of anticipated partnership events detailed in the complaint were too amorphous to meet the statutory "particular undertaking" standard for precluding unilateral dissolution of a partnership. View "Gelman v. Buehler" on Justia Law
Schron v. Troutman Saunders LLP
In one agreement, Cammeby's Equity Holdings LLC (Cam Equity) received an option to acquire 99.99 percent of the ownership units of SVCare at the strike price of $100 million. In a second agreement, Cammeby's Funding III LLC (Cam III) agreed to lend $100 million to SVCare. Cam III and Cam Equity were controlled by the same person. In anticipation that Cam Equity would exercise the option, SVCare commenced an action alleging that the option was unenforceable because the consideration underlying its agreement to offer the option was contingent on Cam III loaning it $100 million, which SVCare claimed was never paid. Cam Equity brought a separate lawsuit seeking specific performance of the option agreement. Supreme Court (1) found in in favor of Cam Equity in the first action, concluding that the option and loan were entirely separate agreements and that SVCare could not offer extrinsic evidence regarding the $100 million loan obligation that was not mentioned in the option agreement; and (2) in the second action, determined that Cam III had, in fact, fully funded the $100 million loan to SVCare pursuant to the loan agreement. The Court of Appeals affirmed, holding that the lower court did not err in its judgment. View "Schron v. Troutman Saunders LLP" on Justia Law
Fund. Long Term Care Holdings, LLC v. Cammeby’s Funding, LLC
Cammeby's Funding LLC (Cam Funding) and Fundamental Long Term Care Holdings LLC (Fundamental) entered into an option agreement entitling Cam Funding to acquire one-third of Fundamental's membership units for a strike price of $1,000. Cam Funding subsequently notified Fundamental that it was exercising the option and sent Fundamental a check for $1,000. Fundamental respondent that, pursuant to its operating agreement, no membership units in Fundamental would be issued until Cam Funding provided a required capital contribution of 33.33 percent. Fundamental then sought a declaration that Cam Funding was bound by the membership requirements in the operating agreement. Cam Funding filed a counterclaimed for breach of contract. The Supreme Court ruled that the option agreement unambiguously granted Cam Funding the right to acquire a one-third interest in Fundamental upon payment of $1,000 and that enforcement of the operating agreement would interfere with Cam Funding's rights under the terms of the option agreement. The Court of Appeals affirmed, holding that the mere reference in the option agreement to the operating agreement was not enough to evidence clear intent for the two separate contracts to be read as one. View "Fund. Long Term Care Holdings, LLC v. Cammeby's Funding, LLC" on Justia Law
IRB-Brasil Resseguros, S.A. v. Inepar Invs., S.A.
Defendant Inepar S.A. Industria e Construc es (IIC) was a Brazilian power company that held a sixty percent stake in Defendant Inepar Investments, S.A., a corporation organized under the laws of Uruguay. Plaintiff IRB-Brasi Resseguros S.A. (IRB), a fifty percent state-owned corporation organized under the laws of Brazil, purchased $14 million of Inepar's global notes. After the interest payments ceased, and IRB never received the payment of the principal, Plaintiff sued IIC and Inepar seeking payment of the global note principal and the unpaid accrued interest. Inepar defaulted in this action. IIC moved for summary judgment, arguing that the guarantee IIC provided to guarantee the punctual payment of principal and interest under the terms of the global notes was void under Brazilian law and that New York's choice-of-law principals should apply, resulting in the application of Brazilian substantive law. Supreme Court ruled the express choice of New York law in the parties' contract should be given mandatory effect and ruled in favor of IIC. The Court of Appeals affirmed, holding that a conflict-of-laws analysis need not be undertaken when there is an express choice of New York law in the parties' agreement. View "IRB-Brasil Resseguros, S.A. v. Inepar Invs., S.A." on Justia Law
Pappas v. Tzolis
Plaintiffs and Defendant formed and managed a limited liability company for the purpose of entering into a long-term lease on a building in Manhattan. Later, Defendant took sole possession of the property and bought Plaintiffs' membership interests in the LLC. Defendant subsequently assigned the lease to a subsidiary of a development company. Believing that Defendant surreptitiously negotiated the sale with the development company before he bought their interests in the LLC, Plaintiffs commenced this action against Defendant, claiming that, by failing to disclose the negotiations with the development company, Defendant breached his fiduciary duty to them. Supreme Court dismissed the complaint. A divided Appellate Division modified Supreme Court's order, allowing four of Plaintiffs' claims to proceed - breach of fiduciary duty, conversion, unjust enrichment, and fraud and misrepresentation. The Court of Appeals reversed ad dismissed Plaintiffs' complaint in its entirety, relying on its recent decision in Centro Empresarial Cempresa S.A. v. America Movil, S.A.B. de C.V. View "Pappas v. Tzolis" on Justia Law