Justia Business Law Opinion SummariesArticles Posted in Pennsylvania Supreme Court
Osprey Portfolio, LLC v. Izett
Appellant, in his capacity as vice-president of Izett Manufacturing, Inc., executed a guaranty in connection with a loan agreement entered into by the company. The loan agreement entitled Izett Manufacturing to borrow up to $50,000 and was secured by a promissory note. The note and the guaranty both were dated 1999, and Appellant personally guarantied the payment of all liabilities under the note. The guaranty included a confession of judgment clause and stated that it was "executed under seal," with the designation "(SEAL)" as part of the signature line. By 2001, the company had borrowed $50,000 under the agreement. At that time, Appellee Osprey Portfolio, LLC purchased the loan and was assigned the note and guaranty. In late 2005, Osprey sent a letter to Izett Manufacturing, declaring the loan to be in default and demanding payment in full. Izett failed to remit payment. More than four years later, Osprey filed a Complaint in Confession of Judgment against Appellant as the guarantor of the loan. The court entered judgment the same day. Thereafter, Appellant filed a Petition to Strike and/or Open Judgment, claiming, in relevant part, that Osprey's action was precluded by Section 5525(a)(8) of the Judicial Code, which establishes a four-year limitation period for "[a]n action upon a contract, obligation or liability founded upon a writing . . .under seal . . ." The Supreme Court allowed this appeal to determine the limitation period that applies to an action on a guaranty executed under seal. Upon review, the Court held that the loan guaranty executed under seal by Appellant was an "instrument in writing under seal" subject to a 20-year limitation period set forth in Section 5529(b)(1) of the Judicial Code. Therefore, the Superior Court was affirmed. View "Osprey Portfolio, LLC v. Izett" on Justia Law
Basil. v. H & R Block, et al.
At issue before the Supreme Court was whether the common pleas court appropriately decertified a class based on its conclusion that a necessary element of the plaintiffs' proof (the presence of a confidential relationship) was not amenable to class treatment. In 1993, Sandra J. Basile commenced a civil action against H&R Block, Inc., H&R Block Eastern Tax Services, Inc. and Mellon Bank. She alleged, among other things, that the Block companies maintained maintained and breached fiduciary duties in connection with their "Rapid Refund" program. Basile sought to assert claims on behalf of herself and others who were similarly situated. However, summary judgment subsequently was awarded in Block's favor on the ground that it had no fiduciary relationship with the plaintiffs. The common pleas court's conclusion, in this respect, was based on the premises that Block was not the plaintiffs' agent and that no confidential relationship otherwise existed between the parties. In the ensuing appellate litigation, the court's decision on the agency score ultimately was conclusively sustained. In 2001, the Superior Court overturned the common pleas court's summary-judgment award, finding that Ms. Basile had proffered sufficient evidence to establish a prima facie case of a confidential relationship. In 2003, upon consideration of the appellate rulings, the common pleas court determined that class treatment was no longer appropriate. The common pleas court found that the need for individualized inquiries on the dispositive question of trust precluded a finding that common issues predominated. Upon review of the matter, the Supreme Court held that that the common pleas court did not err in decertifying the class based on its conclusion that the presence of a confidential relationship was not amenable to class treatment. The order of the Superior Court was reversed, the common pleas court's decertification order was reinstated, and the matter was remanded for further proceedings. View "Basil. v. H & R Block, et al." on Justia Law
Mason-Dixon Resorts v. PA Gaming Control Board
Mason-Dixon Resorts, L.P. made a direct appeal to the Supreme Court to challenge a Pennsylvania Gaming Control Board decision that awarded a Category Slot Machine 3 slot machine license to intervenor Woodlands Fayette, L.L.C. Upon review, the Supreme Court affirmed: "[w]e have no doubt that there may have been other applicants for this remaining Category 3 license, including appellant, whose facilities may not have been appropriate for the award of a license. Our task, however, is not to determine for ourselves which of the facilities was the best one, but instead to pass upon the specific claims raised, under the standard review established by the Act. . . . finding no error warranting relief, we affirm the Board's Order." View "Mason-Dixon Resorts v. PA Gaming Control Board" on Justia Law
Mitchell Partners, L.P., Aplt v. IREX Corporation
The Pennsylvania Supreme Court accepted certification from the United States Court of Appeals for the Third Circuit to address the exclusiveness of a statutory appraisal remedy provided to minority shareholders in certain merger scenarios under Pennsylvania corporate law. Where there is a fair value dispute, the BCL provides for post-merger judicial valuation or appraisal of the shares. Mitchell Partners, L.P., was a minority shareholder of Irex Corporation. In 2006, Irex participated in a merger structured so that some minority shareholders would be "cashed out" and would not receive an equity interest in the surviving corporation, a wholly owned subsidiary of North Lime Holdings Corporation. Mitchell objected to the acquisition. The merger proceeded nonetheless, and Irex commenced valuation proceedings in state court to address the dispute with Mitchell. Meanwhile, Mitchell pursued common law remedies in a diversity action in federal court, naming as defendants Irex, its directors, most of its officers, and North Lime. The defendants sought dismissal on the ground that, under Section 1105 of the BCL, judicial valuation was the sole remedy available to dissenting shareholders in the post-merger timeframe. A divided three-judge panel of the Third Circuit reversed the superior court in favor of Mitchell. Defendants sought rehearing, and the Governor of Pennsylvania and several business groups moved for leave to file supportive amicus briefs. The Governor expressed particular concern that the Third Circuit had interpreted the BCL's provisions relating to dissenting shareholders' rights in a manner inconsistent with Commonwealth case law. Accordingly, he urged the Third Circuit to grant rehearing and certify a question of law to the Supreme Court. Upon review, the Supreme Court, in response to the certified question, Section 1105 (of the BCL) "precludes postmerger remedies other than appraisal only in the absence of fraud or fundamental unfairness." View "Mitchell Partners, L.P., Aplt v. IREX Corporation" on Justia Law
Fizzano Bros. Concrete v. XLN, Inc.
The issue on appeal in this case pertained to a question of corporate successor liability under the "de facto" merger doctrine or exception. The trial court concluded that XLNT Software Solutions, Inc. was liable for a judgment owed by XLN, Inc., pursuant to this exception. XLNT and XLN lacked common shareholders and higher management; however, the corporations each employed the same two key employees in positions of authority and who, at all relevant times, were principal owners of the essential asset around which the business of the two corporations operated. The Superior Court determined that the trial court misapplied the de facto merger exception and reversed. The Supreme Court concluded the Superior Court erred by (1) applying an overly-narrow and mechanical continuity of ownership analysis; and (2) substituted its own factual findings for those of the trial court in several instances in its review of the remaining prongs of the de facto merger exception, the Supreme Court. Accordingly, the Superior Court’s order was vacated, and the matter was remanded for further proceedings.
Truserve Corp. v. Morgan’s Tool & Supply
The Supreme Court granted this appeal to consider whether a trial court could refuse to award contractual interest to the prevailing party in a contract dispute based on a finding of dilatory conduct by the prevailing party. Appellee Morgan's Tool & Supply (MTS) became delinquent on two accounts it had with TruServ, and after the parties were unable to agree on a payment plan to bring the accounts current, TruServ advised MTS by letter that it was terminating its Retail Member Agreement with MTS. TruServ filed a complaint against MTS alleging breach of contract and unjust enrichment. The trial court concluded MTS had breached its agreement with TruServ by failing to pay for the merchandise it had ordered and received. The court awarded TruServ damages plus costs and counsel fees. The court concluded however that "the decision of whether to award prejudgment interest is at the discretion of the court," and declined to award interest on the basis that TruServ was dilatory in prosecuting its claim. Upon review, the Supreme Court held that a trial court may not refuse to award interest to the prevailing party when the right to interest has been expressly reserved under the terms of the contract. Thus, the Court remanded this matter to the trial court for recalculation of its award in favor of TruServ.
Walnut Street Associates, Inc. v. Brokerage Concepts, Inc.
Appellant Walnut Street Associates (WSA) provides insurance brokerage services and helps employers obtain health insurance for their employees. Appellee Brokerage Concepts, Inc. (BCI) is a third party administrator of employee benefit plans. Procacci retained BCI as administrator of its insurance plans, and BCI paid commissions to WSA based on premiums paid by Procacci. In 2005, Procacci requested BCI reduce its costs, but BCI would not meet Procacciâs proposal. Procacci then notified BCI that it would take its business elsewhere. BCI asked Procacci to reconsider, and in the process, disclosed to Procacci how much it paid to WSA as its broker. The amount was higher than Procacci believed WSA had been earning, but there was no dispute that BCIâs statements about WSAâs compensation were true. As a result of BCIâs letter, Procacci terminated its contract with WSA. WSA sued BCI alleging that BCI tortiously interfered with the WSA/Procacci contract by disclosing the amount of WSAâs compensation. BCI argued that it could not be liable for tortious interference because what it said was true, or otherwise justified and privileged. At trial, the jury found that BCI did interfere in the WSA/Procacci contract. BCI appealed, and the appellate court reversed the trial courtâs judgment. The appellate court adopted a section of the Restatement of Torts, which said that truth is a defense to a claim of tortious interference. WSA maintained that the Restatement was not applicable according to Pennsylvania law. The Supreme Court reviewed the case and adopted the Restatement defense that truth is a defense to claims of tortious interference with contractual relations. The Court affirmed the decision of the appellate court.