Articles Posted in Supreme Court of Appeals of West Virginia

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The Supreme Court reversed the circuit court’s grant of summary judgment in favor of Respondents in this action in which Respondents added Petitioner as a defendant. Respondents settled a lawsuit against certain companies (the Brozik companies) for failing to pay the purchase price under an agreement to buy the assets of Respondents’ business. The circuit court later awarded Respondents $47,184 to be paid by the Brozik companies based upon the cessation of payments pursuant to the settlement. This judgment became a lien. The assets of one of the Brozik companies was then sold to Petitioner, and Respondents amended their complaint to add Petitioner as a defendant. In reversing the circuit court's judgment, the Supreme Court held that Respondents did not satisfy their burden of showing the absence of any genuine issues of material fact, and therefore, summary judgment should not have been granted. View "Kourt Security Partners, LLC v. Judy's Locksmiths, Inc." on Justia Law

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A subsidiary company brought an action seeking a declaratory judgment against its parent companies, challenging three management agreements by which the parent companies controlled, managed, and participated in the affairs of the subsidiary. The subsidiary argued that two clauses in the agreements were unconscionable because one stated that the parent companies could never be liable to the subsidiary company and the other required the subsidiary to indemnify the parent companies for all legal and liability costs. The circuit court declared that the two clauses at issue were unconscionable and unenforceable. The Supreme Court affirmed, holding that the circuit court did not err in ruling that the two challenged clauses were unconscionable because the clauses were oppressive and unfair. View "Blackrock Capital Investment Corp. v. Fish" on Justia Law

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Plaintiffs worked in coal mining operations under Consolidated Coal Company, a wholly-owned subsidiary of CONSOL Energy, Inc. In 2013, CONSOL sold Consolidated Coal Company to Murray Energy Corporation. Prior to the sale, Plaintiffs’ terms of employment included CONSOL’s Equity Incentive Plan that provided for the award of CONSOL common stock to Plaintiffs in Restricted Stock Units (RSUs). The award of RSUs was subject to a vesting schedule. Pursuant to an Award Agreement, the vesting of RSUs would accelerate upon the occurrence of certain events. The acceleration event in controversy was the phrase “change in control.” At the time of the sale, Plaintiffs had been awarded RSUs. Plaintiffs argued that they were entitled to accelerated vesting of the unvested portion of the RSUs pursuant to the Award Agreement because a “change in control” occurred when CONSOL sold Consolidated Coal Company. CONSOL failed to accelerate the RSUs and asserted that Plaintiffs’ unvested RSUs were forfeited. The circuit court granted summary judgment for Plaintiffs. The Supreme Court affirmed, holding (1) the phrase “change in control” under the Award Agreement necessarily included CONSOL’s subsidiary, Consolidated Coal Company; and (2) the sale of Consolidated Coal Company to Murray Energy Corporation triggered the accelerated vesting of Plaintiffs’ RSUs. View "Consol Energy, Inc. v. Hummel" on Justia Law

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Plaintiffs sued Sugar Rock, seeking a dissolution of partnerships, alleging them to be mining partnerships and attempted to obtain class action status. The circuit court granted plaintiffs partial summary judgment, finding that the partnerships should be dissolved, and appointed a special receiver and a distribution company to achieve that result. The Supreme Court of Appeals reversed, finding genuine issues of material fact and questions of law regarding the type of partnerships involved in the case, the parties who are the partners thereof, whether the partnerships’ property includes leases, and whether the procedural requirements for a decree of dissolution have been satisfied. View "Sugar Rock, Inc. v. Washburn" on Justia Law

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After a bench trial, the circuit court concluded that Bernard Bossio had proven that the parties in this case intended to enter into and were bound by the terms of a 1990 stock purchase agreement requiring the Estate of Luigi Bossio to sell to Bossio Enterprises the corporate shares owned by Luigi Bossio at the time of his death in 2007. The Supreme Court affirmed, holding that the circuit court did not commit clear error in concluding that Bernard Bossio proved, with clear and convincing evidence, the terms of the 1990 stock purchase agreement. View "Estate of Luigi Bossio v. Bossio" on Justia Law