Justia Business Law Opinion Summaries

St. Jude sued its competitor, Medtronic, for tortiously interfering with its business relationship with an employee. After the parties arbitrated their claims, St. Jude then sued the employee's wife (defendant) for related claims. On appeal, St. Jude challenged the district court's grant of summary judgment in favor of defendant. Defendant had left her at-will employment with St. Judge to work for Medtronic and her husband's sales at St. Jude dropped significantly. As a preliminary matter, the court concluded that Florida law applied because Florida was the forum that rendered the arbitration judgment. Applying Florida's requirements for res judicata, the court reversed the district court's dismissal of Counts 1, 3, 5, and 6 arising from defendant's acts as a St. Jude employee because they were not barred by res judicata; the court affirmed the district court's dismissal of Counts 2 and 4; and the court remanded for further proceedings. View "St. Jude Medical S.C., Inc. v. Cormier" on Justia Law

Appellants appealed the district court's dismissal of all of their appeals concerning the purchase agreements to jointly-owned property and the underlying bankruptcy court orders. The property was owned by Sears Cattle and AFY, a debtor in bankruptcy. The court concluded that 11 U.S.C. 363(m) mooted the Tract 1 appeal. Appellants' failure to preserve their appeal of the district court's holding that Sears Cattle did not object to the motion to pay funds precluded the court from addressing Sears Cattle's appeal of the order to pay funds to the district court. Accordingly, the court affirmed the district court's holding that Sears Cattle could not appeal the order. Because the Sears could not assert a direct interest in the litigation, they lacked appellate standing for bankruptcy purposes under the shareholder standing rule. Accordingly, the district court did not err in finding the Sears lacked standing to appeal the order to pay funds. Because AFY was not a debtor-in-possession, the trustee had standing to move to convert. The court rejected the Sears' remaining arguments. Accordingly, the court affirmed the judgment of the district court. View "Sears, et al. v. Badami" on Justia Law

Appellees made claims on AFY's bankruptcy estate in connection with the sale of appellees' former interests of AFY. Appellants claimed to be the only present shareholders of AFY. On appeal, appellants challenged the bankruptcy court's denial of their objections to the claims. The court dismissed the appeal because appellants lacked standing to appeal the bankruptcy court's order where AFY was the only party directly and adversely affected by the order and any effect on appellants was indirect, based on their status as shareholders of AFY. View "Sears, et al. v. Sears, et al." on Justia Law

Plaintiff, a manufacturer of various personal care, household, and organic products, filed an action seeking a declaratory judgment that it did not breach its contract with defendants. On remand from the court, the district court reentered summary judgment for plaintiff and dismissed defendants' equitable counterclaims. The court held that, regardless of whether the 1988 Agreement or the 2006 Agreement governed, changing the status of the Lambert Group from sales associate to manufacturer's representatives was not prohibited by either contract and there could not be a breach. The court rejected defendants' implied covenant argument on the merits and were not persuaded that plaintiff's actions breached the implied covenant of good faith and fair dealing; even if it was unclear which agreement controlled, summary judgment was still appropriate if plaintiff did not breach either agreement; and the court rejected defendants' counterclaims for relief under theories of quantum meruit, promissory estoppel, and unjust enrichment where equitable relief was unavailable in Minnesota where the rights of the parties were governed by a valid contract and where defendants have not identified any evidence suggesting an incomplete or confusing agreement regarding compensation. Accordingly, the court affirmed the judgment. View "Watkins Inc. v. Chilkoot Distributing, Inc., et al." on Justia Law

Plaintiff, president and owner of WestCorp, sued the government for a refund of an IRS tax penalty that he paid. At issue was the treatment of admittedly incomplete payments WestCorp made from 2000-2001. To maximize its recovery, the IRS applied those payments first toward WestCorp's non-trust fund taxes rather than dividing the payments proportionally between WestCorp's trust fund and non-trust fund taxes. The court agreed with the district court that the undisputed facts show, as a matter of law, that plaintiff willfully failed to pay the trust fund taxes at issue; the court also agreed with the district court that the IRS properly allocated the undesignated payments at issue; and the court rejected plaintiff's contention that the IRS should nonetheless have applied at least part of the undesignated payments toward WestCorp's trust fund obligations. Accordingly, the court affirmed the judgment. View "Westerman v. United States" on Justia Law

Plaintiff alleged that NCS conducted a spam e-mail campaign that harmed his business, in violation of Iowa and federal law. After a bench trial, the district court entered judgment in favor of NCS and dismissed plaintiff's claims. The district court heard from plaintiff and NCS's principals in a bench trial and it found NCS's principals more credible than plaintiff. The court concluded that the evidence cited by plaintiff did not establish a clear error in the district court's determination. The court also concluded that the district court did not err by concluding that a salesman was an independent contractor rather than an employee of NCS. The court rejected plaintiff's contention that an employment relationship made NCS responsible for any e-mail activity by the salesman. The primary consideration was the hiring party's control over the means of performance and the court agreed with the district court that the weight of the evidence taken as a whole established an independent contractor agreement. Accordingly, the court affirmed the judgment. View "Kramer, III v. National Credit System" on Justia Law

Debtor appealed the final judgment of the bankruptcy court awarding plaintiff $350,490 and determining that amount to be nondischargeable under 11 U.S.C. 523(a)(2)(A). The bankruptcy appellate panel (BAP) concluded that the record did not support a finding that the $300,000 loan under the modified oral agreement was made in reliance on a fraudulent representation made concurrently with the creation of the debt. Thus, that portion of plaintiff's claim could not be excepted from discharge and the BAP reversed the bankruptcy court's judgment to that extent. However, the record did support a finding that the Las Vegas deal was between plaintiff and debtor individually and the further finding that plaintiff established each of the requirements of section 523(a)(2)(A) with respect to the $50,490 he loaned debtor pursuant to that agreement. Thus, the BAP affirmed the bankruptcy court's determination of nondischargeability to that extent. The court remanded for further proceedings. View "Heide v. Juve" on Justia Law

After Bradley Lumber defaulted on a loan, Bradley Timberland sued Webster and Bradley Lumber in state court for fraud and interference with business expectancy, claiming that both parties were liable for Webster's alleged misrepresentations related to the loan. The action was removed to federal court, and Bradley Timberland moved to remand. The court agreed with the district court that Bradley Lumber had been fraudulently joined because there was no reasonable basis for imposing liability on Bradley Lumber for constructive fraud based on Bradley Timberland's pleadings. Accordingly, the district court properly denied remand and dismissed the claim against Bradley Lumber. The court also concluded that Bradley Timberland's claims were time barred under Arkansas's three year statute of limitations for fraud and interference with business expectancy and that the district court did not abuse its discretion in denying the motion for reconsideration. Therefore, the court affirmed the judgment. View "Bradley Timberland Resources v. Bradley Lumber Co., et al" on Justia Law

Dittmer appealed the district court's dismissal under Federal Rule of Civil Procedure 12(b) of their two lawsuits against a failed bank, the FDIC as the bank's receiver, and the successor representative to the Estate of John Peters. Barkley is a Missouri general partnership with two equal partners, John Peters and Joe Dittmer. In the first of two eventual lawsuits arising out of a 2006 loan transaction to Barkley, Dittmer, representing Joe Dittmer's half interest in Barkley, sued Premier Bank, seeking declaratory judgment that the loan should be declared void as to Dittmer and sought to enjoin the bank from selling encumbered property. The suit was filed in Missouri state court, and the primary basis for Dittmer's complaint was that Peters did not have authority from his partner, Joe Dittmer, to mortgage Barkley property for this transaction. The second suit included the same claims as the first case but included various Dittmer successors as plaintiffs, and both the FDIC and the personal representative were added as defendants. The court found that under 12 U.S.C. 1821(j), the district court correctly dismissed Dittmer's claims for injunctive and declaratory relief; given the language of the Missouri Uniform Partnership Act, Mo. Rev. Stat. 358.090(1), the amended partnership agreement, and the power of attorney documents, the district court correctly dismissed the claim in the second suit against the FDIC; and the court agreed with the district court that the doctrine of res judicata required dismissal of the second suit. Accordingly, the court affirmed the judgment. View "Dittmer Properties v. FDIC, et al" on Justia Law

Plaintiff appealed from the district court's dismissal of his declaratory judgment, contract, unjust-enrichment, tort, and shareholder claims. Applying a choice-of-law analysis, the district court dismissed the contract and unjust-enrichment claims as barred by a Delaware statue of limitations and dismissed the tort and declaratory judgment claims as derivative of the contract claims. The district court dismissed the shareholder claims as insufficiently pleaded. The court held that plaintiff's pleadings were minimally sufficient to present plausible shareholder claims. Therefore, the court reversed as to the shareholder claims but affirmed in all other respects. View "Whitney v. The Guys, Inc., et al" on Justia Law