Justia Business Law Opinion Summaries

Articles Posted in Supreme Court of Appeals of West Virginia
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The Supreme Court reversed the orders of the circuit court granting Respondents' motions to dismiss, holding that Petitioners' pleading stated a sufficient basis upon which relief could be granted and that Respondents failed to show beyond a reasonable doubt that Petitioners could prove no set of facts in support of their claims that would entitle them to relief.On appeal, Petitioners argued that in granting Respondents' motions to dismiss pursuant to Rule 12(b)(6) the circuit court failed to consider all the Petitioners' factual allegations. Further, Petitioners alleged that for the few allegations it did consider, the circuit court improperly imputed inferences favorable to Respondents. The Supreme Court reversed, holding (1) Respondents failed to establish beyond doubt that Petitioners' pleading did not state a claim upon which relief may be granted; and (2) Petitioners sufficiently alleged a claim for aiding and abetting tortious interference. View "Mountaineer Fire & Rescue Equipment, LLC v. City National Bank of West Virginia" on Justia Law

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The Supreme Court answered a question certified to it by a federal district court regarding W. Va. Code 31E-3-304(b)(2), holding that beyond the derivative suit mentioned in the statute, a member of a nonprofit corporation's board of directors may not file a derivative suit against another director to recover damages or other relief on behalf of the nonprofit corporation.Section 31E-3-304(b)(2) permits a member of a nonprofit corporation's board of directors to file an "ultra vires" derivative suit against another member of the board of directors to challenge the validity of an action taken by the corporation. At issue in this case was whether the Legislature intended to preclude such derivative suits brought by a member of the board of directors against another director to recover damages or other relief on behalf of nonprofit corporations. The Supreme Court answered in the negative, holding that, other than as expressly authorized by section 31E-3-304(b)(2), the West Virginia Nonprofit Corporation Act does not confer the right upon a director to bring a derivative action on behalf of the nonprofit corporation. View "John A. Sheppard Memorial Ecological Reservation, Inc. v. Fanning" on Justia Law

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The Supreme Court reversed the order of the circuit court certifying as final the prior orders that granted summary judgment to Respondents in this civil action arising out of the modification of covenants pertaining to a residential subdivision developed by RJM Holdings, LLC, holding that the genuine issues of material fact precluded summary judgment.On appeal, Petitioners argued that the circuit court erred by granting summary judgment because genuine issues of material fact existed regarding whether Respondents were engaged in a joint venture with RJM to develop the subdivision and whether the corporate veils of the respondent businesses should be pierced to hold certain individuals personally liable. The Supreme Court agreed and reversed, holding that genuine issues of material fact existed with respect to the conduct of Respondents and the use of the various business entities to develop the subdivision. View "Dailey v. RJM Holdings, LLC" on Justia Law

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In this long-running contractual dispute between Petitioners, the West Virginia Investment Management Board (IMB) and the West Virginia Consolidated Public Retirement Board (CPRB) and Respondent, The Variable Annuity Life Insurance Company (VALIC), the Supreme Court affirmed the order dismissing this matter from the Business Court Division’s docket in reliance on conclusions reached in an arbitration panel’s final decision.The first time the parties were before the Supreme Court, the Court reversed a summary judgment and remanded for further proceedings. The Court further directed that the matter be referred to the Business Court Division. Due to the complexity of the case, the parties agreed to submit the dispute to binding arbitration before a panel of three business court judges. The panel unanimously found in favor of Respondent. The Supreme Court affirmed, holding (1) there was no cause to void the parties’ agreement to submit the matter to binding arbitration; and (2) Petitioners’ arguments that the panel failed to apply the law of the case and neglected to decide all issues before it were unavailing. View "W. Va. Investment Management Board v. Variable Annuity Life Insurance Co." on Justia Law

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The Supreme Court affirmed the ruling of the circuit court denying Petitioners’ motion for leave to file a second amended complaint and dismissing their pending amended complaint, holding that the circuit court did not err in concluding that, under controlling Delaware law, Petitioners lacked standing to pursue a derivative shareholder suit.Petitioners filed a derivative lawsuit alleging claims of breach of fiduciary duties against Massey Energy Company’s Board of Directors and corporate officers. Subsequently, faced with a potential merger between Massey and Alpha Natural Resources, Inc., Petitioners filed a motion for leave to file a second amended complaint seeking to add individual and class action claims on behalf of the shareholders themselves. After the merger, Respondents moved oi dismiss Petitioners’ amended complaint and motion for leave to file the proposed second amended complaint, arguing that, after the merger, Petitioners were no longer Massey shareholders and lacked standing to assert derivative claims, and that amending their complaint a second time would be futile. The circuit court dismissed the amended complaint and denied the motion for leave to file the second amended complaint. The Supreme Court affirmed, holding that there was no error in the circuit court’s order because Petitioners were no longer Massey shareholders. View "California State Teachers' Retirement System v. Blankenship" on Justia Law

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The Supreme Court affirmed the ruling of the circuit court denying Petitioners’ motion for leave to file a second amended complaint and dismissing their pending amended complaint, holding that the circuit court did not err in concluding that, under controlling Delaware law, Petitioners lacked standing to pursue a derivative shareholder suit.Petitioners filed a derivative lawsuit alleging claims of breach of fiduciary duties against Massey Energy Company’s Board of Directors and corporate officers. Subsequently, faced with a potential merger between Massey and Alpha Natural Resources, Inc., Petitioners filed a motion for leave to file a second amended complaint seeking to add individual and class action claims on behalf of the shareholders themselves. After the merger, Respondents moved oi dismiss Petitioners’ amended complaint and motion for leave to file the proposed second amended complaint, arguing that, after the merger, Petitioners were no longer Massey shareholders and lacked standing to assert derivative claims, and that amending their complaint a second time would be futile. The circuit court dismissed the amended complaint and denied the motion for leave to file the second amended complaint. The Supreme Court affirmed, holding that there was no error in the circuit court’s order because Petitioners were no longer Massey shareholders. View "California State Teachers' Retirement System v. Blankenship" on Justia Law

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The circuit court found merit in Petitioners’ assignments of error regarding attorneys’ fees and prejudgment interest in this litigation in which a jury awarded Respondent damages on his breach of contract and fiduciary duty claims and attorneys’ fees in the amount of $1.5 million and prejudgment interest in the amount of $959,000.Respondent and his brothers and sisters owned three corporations and one limited partnership. After Respondent’s employment with one corporation was terminated and his shares and interest in the remaining entities were redeemed, Respondent sued his four siblings and the four entities (collectively, Petitioners). Respondent prevailed after an eleven-day trial. The Supreme Court reversed in part, holding (1) Petitioners were not entitled to judgment as a matter of law on Respondent’s breach of contract and fiduciary duty claims; (2) the circuit court abused its discretion in awarding attorneys’ fees without making sufficient findings of fact and conclusions of law regarding Respondent’s entitlement to the sum awarded or its reasonableness; and (3) the circuit court erred by finding that the entire jury verdict in this case, net of offsets, constituted “special damages” subject to W. Va. Code 56-3-31 and awarding Respondent prejudgment interest. View "Tri-State Petroleum Corp. v. Coyne" on Justia Law

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The circuit court found merit in Petitioners’ assignments of error regarding attorneys’ fees and prejudgment interest in this litigation in which a jury awarded Respondent damages on his breach of contract and fiduciary duty claims and attorneys’ fees in the amount of $1.5 million and prejudgment interest in the amount of $959,000.Respondent and his brothers and sisters owned three corporations and one limited partnership. After Respondent’s employment with one corporation was terminated and his shares and interest in the remaining entities were redeemed, Respondent sued his four siblings and the four entities (collectively, Petitioners). Respondent prevailed after an eleven-day trial. The Supreme Court reversed in part, holding (1) Petitioners were not entitled to judgment as a matter of law on Respondent’s breach of contract and fiduciary duty claims; (2) the circuit court abused its discretion in awarding attorneys’ fees without making sufficient findings of fact and conclusions of law regarding Respondent’s entitlement to the sum awarded or its reasonableness; and (3) the circuit court erred by finding that the entire jury verdict in this case, net of offsets, constituted “special damages” subject to W. Va. Code 56-3-31 and awarding Respondent prejudgment interest. View "Tri-State Petroleum Corp. v. Coyne" on Justia Law

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In this dispute between retailers and direct competitors in the gas station and convenience store market, the circuit court correctly determined that W. Va. Code 47-11A-6(a) does not include taxes in the calculation of a retailer’s cost under the West Virginia Unfair Practices Act.Plaintiff filed suit against Defendants alleging that Defendants had violated the Act by selling gasoline below cost. Both parties moved for summary judgment seeking a determination as to whether section 47-11A-6(a) includes taxes within the calculation of a retailer’s cost. The circuit court concluded that the calculation of a retailer’s cost does not include tax and awarded summary judgment to Defendants. The Supreme Court affirmed, holding that the statute does not include taxes in the calculation of a retailer’s cost. View "Alan Enterprizes LLC v. Mac's Convenience Stores LLC" on Justia Law

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In this dispute between retailers and direct competitors in the gas station and convenience store market, the circuit court correctly determined that W. Va. Code 47-11A-6(a) does not include taxes in the calculation of a retailer’s cost under the West Virginia Unfair Practices Act.Plaintiff filed suit against Defendants alleging that Defendants had violated the Act by selling gasoline below cost. Both parties moved for summary judgment seeking a determination as to whether section 47-11A-6(a) includes taxes within the calculation of a retailer’s cost. The circuit court concluded that the calculation of a retailer’s cost does not include tax and awarded summary judgment to Defendants. The Supreme Court affirmed, holding that the statute does not include taxes in the calculation of a retailer’s cost. View "Alan Enterprizes LLC v. Mac's Convenience Stores LLC" on Justia Law