Justia Business Law Opinion Summaries

The case involves Illinois Casualty Company (ICC) and thirty-three models who contested whether arbitration was appropriate based on the assignment of several business insurance policies that ICC issued to B&S of Fort Wayne, Inc., Showgirl III, Inc., and Reba Enterprises, LLC (collectively, "Insured Clubs"). The models alleged that the Insured Clubs used their images for social media advertisements without their consent. The Insured Clubs had insurance policies with ICC, which they tendered for defense and indemnification. ICC denied coverage, leading to a settlement agreement between the Insured Clubs and the models, assigning the Insured Clubs’ rights against ICC to the models.The trial court compelled arbitration between ICC and the models. On appeal, the Indiana Court of Appeals reversed, finding that none of the models’ claims fell within the provision of the arbitration agreement. The models sought transfer to the Indiana Supreme Court.The Indiana Supreme Court held that an agreement to arbitrate in accordance with American Arbitration Association (AAA) rules constitutes “clear and unmistakable” intent to delegate arbitrability to an arbitrator. However, the court found that because no agreement to arbitrate existed between ICC and the Insured Clubs before 2016, the models could not compel arbitration for claims deriving from this period. The court affirmed in part and reversed in part, ruling that models with claims from 2016 and later could compel arbitration, but those with pre-2016 claims could not. View "Illinois Casualty Co. v. Burciaga" on Justia Law

A fatal car crash led to a lawsuit against two Indiana restaurants that had served alcohol to the intoxicated driver responsible for the accident. The estate of the deceased sued the restaurants for negligence, arguing that they should have known the driver was visibly intoxicated and should not have allowed him to drive. The restaurants argued that the Indiana Dram Shop Act, which provides civil liability for establishments that serve alcohol to visibly intoxicated individuals who later cause injuries, eliminated any independent common-law liability. Therefore, they contended that the negligence claim should be dismissed.The Indiana Supreme Court held that the Dram Shop Act did not eliminate common-law liability, but rather modified it. The court ruled that claims against establishments that serve alcohol must still satisfy the requirements of the Dram Shop Act, namely that the server must have actual knowledge of the individual's visible intoxication, and that the individual's intoxication must be a proximate cause of the injury or damage. The court found that the estate's negligence claim met these requirements and therefore, the negligence claim was valid and could proceed. The court affirmed the lower court's decision to deny the restaurants' motion to dismiss the negligence claim. View "WEOC v. Adair" on Justia Law

In the case before the Indiana Supreme Court, the defendant, Expert Pool Builders, LLC, appealed a default judgment entered by the trial court in favor of the plaintiff, Paul Vangundy. The default judgment was entered because Expert Pool failed to timely file a response to Vangundy's complaint. Expert Pool had opposed Vangundy's motion for a default judgment three times but a divided Court of Appeals panel concluded Expert Pool waived its challenge to the default judgment. The majority of the Court of Appeals interpreted a previous decision as requiring Expert Pool to reassert its argument in a Trial Rule 60(B) motion to set aside the judgment before it could obtain appellate review and dismissed the appeal.The Indiana Supreme Court, however, disagreed with the Court of Appeals. It held that Expert Pool did not need to file a Trial Rule 60(B) motion to preserve its right to appeal. It reasoned that once a party obtains a final ruling from the trial court, the party has preserved the issue for appellate review. The Court stated that Expert Pool had already presented its argument opposing default judgment before judgment was entered, so there was no need to file a post-judgment motion.On the merits of the case, the Indiana Supreme Court affirmed the trial court's entry of default judgment against Expert Pool. The Court held that Expert Pool's challenge to the default judgment required the Court to reweigh the evidence and rebalance the equities, something that its standard of review does not permit. The trial court concluded that the parties never agreed to extend Expert Pool’s deadline for a responsive pleading and that Expert Pool chose to ignore Vangundy’s complaint. Therefore, the Indiana Supreme Court affirmed the trial court's decision. View "Expert Pool Builders, LLC v. VanGundy" on Justia Law

The Supreme Court reversed the judgment of the trial court for CompressAir and thus rejected CompressAir's claim that a certain transfer was fraudulent and remanded with instructions to enter judgment for New Nello Operating Company, holding that continuity of ownership between two companies is necessary for an exception to the general rule that, in a typical asset purchase, the buyer acquires the seller's assets but not its liabilities.This case turned on two exceptions to the rule that with an asset purchase the buyer typically does not take on the seller's liabilities - the first of which arises when the acquisition of assets amounts to a de facto merger and the second of which arises when the buyer is a mere continuation for all of the seller's liabilities. At issue was whether New Nello Operating Company was liable for Nello Corporation's debt to CompressAir. The trial court concluded that the strict foreclosure between Old Nello and New Nello was fraudulent, amounted to a de facto merger, and that New Nello was a mere continuation of Old Nello. The court then entered judgment against New Nello. The Supreme Court reversed, holding that continuity of ownership is necessary for the de-facto-merger and mere-continuation exceptions to apply. View "New Nello Operating Co., Inc. v. CompressAir" on Justia Law

In this challenge to an appraiser's valuation of corporate shares, the Supreme Court held that the shareholder agreement's valuation term clearly contemplated a fair market valuation of the selling shareholder's shares.Plaintiff, who held a minority portion of the shares of BigInch Fabricators & Construction Holding Company, Inc., a closely held corporation, was terminated without cause. Applying a fair market value standard, an appraiser hired by BigInch discounted Plaintiff's shares for their lack of marketability and Plaintiff's lack of control. Plaintiff brought this action seeking a declaratory judgment that the discounts were inapplicable because the shareholder agreement did not contemplate a fair market value standard. The trial court granted summary judgment for BigInch. The Supreme Court affirmed, holding that the plain language of the shareholder agreement called for BigInch to pay Plaintiff the fair market value of his shares, and so a third-party appraiser could apply minority and marketability discounts. View "Hartman v. BigInch Fabricators & Construction Holding Co." on Justia Law

Police officer Dwayne Runnels suffered serious injuries after he was shot by Demetrious Martin. Martin, a convicted felon who could not legally purchase or possess a firearm, received the firearm by Tarus Blackburn, who made a “straw purchase” for the firearm from KS&E Sports. Runnels filed a complaint against KS&E; Blackburn; and Edward Ellis, a KS&E officer, director, and shareholder. KS&E and Ellis moved for judgment on the pleadings, arguing that Ind. Code 34-12-3-3(2) granted them immunity. The trial court denied the motion. The Supreme Court affirmed in part and reversed in part, holding (1) Runnel’s negligence, piercing-the-corporate-veil, and civil-conspiracy claims, which demand only money damages, must be dismissed because section 34-12-3-3(2) functions as a limited immunity statute that insulates KS&E from suits for “recovery of damages resulting from the criminal or unlawful misuse of a firearm…by a third party”; (2) the statute does not immunize KS&E from Runnel’s public-nuisance claim seeking equitable relief; and (3) the statute is not preempted by federal law and does not violate either the state or federal Constitution. View "KS&E Sports v. Runnels" on Justia Law

In an effort to benefit from a growing customer base in Hamilton County, Ed Martin Toyota requested, and Toyota Motor Sales, U.S.A., Inc. planned to approve, that Ed Martin relocate from its Anderson, Madison County location, where it operated for several years, to the Fishers area. Prior to the move, Toyota informed its other new motor vehicle dealerships in the region, including Andy Mohr Toyota, Butler Toyota, and Tom Wood Toyota (“Dealers”), and it filed the relocation plan with the Auto Dealer Services Division of the Office of the Indiana Secretary of State (“Division”). Those three dealerships protested the relocation. The Auto Dealer Services Division dismissed their action for lack of standing—affirmed by the trial court, concluding the dealerships were outside the “relevant market area,” as defined by the Indiana Dealer Services Act. Finding that the Division's interpretation of that statutory definition was reasonable, the Supreme Court affirmed the Division's decision. View "Andy Mohr West v. Ind. Secretary of State, Auto Dealer Services Div." on Justia Law