Justia Business Law Opinion Summaries

Appellants appealed the district court's adverse grant of summary judgment in favor of appellee on their claim for breach of a 1988 contract between the parties. The district court held that the 1988 contract had been superseded by a subsequent agreement between the parties and appellants' claim for breach of the 1988 contract failed as a matter of law. The court held that because there was a genuine issue of fact as to whether appellants and appellee mutually assented to enter a new contract, the court reversed and remanded.

This case involved a fallout of a $3.65 billion Ponzi scheme perpetrated by Minnesota businessman Thomas J. Petters. Appellants, investment funds (collectively, Ritchie), incurred substantial losses as a result of participating in Petters' investment scheme. Ritchie subsequently sued two officers of Petters' companies, alleging that they assisted Petters in getting Ritchie to loan over $100 million to Petters' company. Ritchie's five-count complaint alleged violations of the Racketeer Influenced and Corrupt Organizations Act (RICO), 18 U.S.C. 1962(a), (c)-(d), common law fraud, and tortious inference with the contract. The court held that the district court erred in concluding that Ritchie's action was barred by a Receivership Order. The court also rejected arguments challenging the sufficiency of Ritchie's pleadings in the common law fraud count and did not to address other arguments related to abstention, lack of causation, and absolute privilege. Accordingly, the court reversed the judgment of the district court and remanded for further proceedings.

This case concerned the bankruptcy estate of Qualia Clinical Service, Inc. The estate's Chapter 7 Trustee sought to avoid as a preferential transfer a security interest recorded by one of Qualia's creditors shortly before the bankruptcy petition. The bankruptcy court and the Bankruptcy Appellate Panel (BAP) held the security interest voidable. The court held that the bankruptcy court and the BAP properly applied 11 U.S.C. 547(c)(5)(A) to conclude that the preferential transfer in this case, though it concerned an interest in accounts receivable, improved Inova Capital Funding, LLC's position as against Qualia's other creditors and so was not exempt from avoidance under that subsection. The court found Inova's remaining arguments unpersuasive.

Plaintiff appealed the district court's grant of summary judgment to defendant on his claim of malicious prosecution under Arkansas law. The district court held that plaintiff failed to present evidence sufficient to withstand summary judgment on two of the five elements necessary to sustain his claim. The court held that the district court erred in holding that the evidence was insufficient as a matter of law to sustain plaintiff's claim that defendant brought suit against him on the guaranty without probable cause. The court also held that a jury must decide what was defendant's motive or purpose in suing plaintiff if it in fact understood it had no reasonable chance of prevailing on the merits of its claim against plaintiff.

Appellant appealed the bankruptcy court's approval of a multi-million dollar, global settlement in one of the largest Ponzi scheme bankruptcies in American history. The settlement had been substantially consummated and the appeal had been rendered largely moot. The court held that the bankruptcy court did not abuse its discretion in approving the settlement where the record upon which the bankruptcy court based its approval of the settlement was sufficient and where the settlement satisfied the Flight Transportation/Drexel factors. Accordingly, the order of the bankruptcy court approving the settlement was affirmed.

FICO brought suit against three credit bureaus: Experian, Equifax, and Trans Union, as well as against VantageScore, the credit bureaus' joint venture. The suit alleged antitrust, trademark infringement, false-advertising, and other claims. FICO, Experian, and VantageScore appealed from the district court's judgment. The court held that FICO failed to demonstrate that it had suffered any antitrust injury that would entitle it to seek damages under section 4 of the Clayton Act, 15 U.S.C. 12-27, and FICO failed to demonstrate the threat of an immediate injury that might support injunctive relief under section 16. The court also held that there was no genuine issue of material fact that consumers in this market immediately understood "300-850" to describe the qualities and characteristics of FICO's credit score and therefore, the district court did not err in finding the mark to be merely descriptive. The court further held that there was sufficient evidence for a reasonable jury to determine that the U.S. Patent and Trademark Office (PTO) relied on FICO's false representation in deciding whether to issue the "300-850" trademark registration. The court agreed with the district court that VantageScore was not a licensee and therefore was not estopped from challenging the mark under either theory of agency or equity. The court finally held that FICO's false advertising claims were properly dismissed and the district court did not abuse its discretion in denying the motion for attorneys' fees.

This case arose when Leiferman Enterprises LLC (Leiferman) unilaterally suspended negotiations with the International Union of Painters and Allied Trades District Council 82 (Union) regarding the renewal of the two parties' collective-bargaining agreement. The NLRB eventually filed a complaint but, during the litigation's pendency, a secured creditor forced Leiferman into receivership. During the receivership, the secured creditor sold Leiferman to Auto Glass Repair and Windshield Replacement Service (WRS), agreeing to indemnify WRS against any potential Board liability. At length, the Board found Leiferman liable for certain unfair labor practices and imposed that liability on WRS, which it determined to be a liable successor-in-interest under Golden State Bottling Co. v. NLRB. The Board subsequently petitioned the court to enforce its order and Leiferman cross-petitioned for review of the order. The court held that the record, reviewed as a whole, contained substantial evidence to support the Board's conclusion that WRS was Leiferman's Golden State successor-in-interest and therefore, the court enforced the Board's order and denied WRS's petition for review.

Appellant, a Delaware corporation with its principal place of business in St. Louis, Missouri, sued appellee, a Spanish corporation with its principal place of business in Barcelona, Spain, for breach of contract and misappropriation of trade secrets in the United States District Court for the Eastern District of Missouri. At issue was whether the district court properly granted appellee's motion to dismiss for lack of personal jurisdiction, declined to reach the forum-non-conveniens argument, and denied the motion for failure to state a claim. The court held that the proper application of the five-factor test set forth in Johnson v. Arden supported hearing the present case in Missouri. Therefore, the court reversed the district court's decision to dismiss the complaint for lack of personal jurisdiction and remanded for further proceedings. As a preliminary matter, the court held that it would address the forum-non-conveniens argument because no additional facts were needed to resolve the issue. The court held, however, that because the plaintiff's choice of forum was entitled to significant deference and because the public-interest factors favor deciding the case in Missouri, the court did not find that the present case presented the exceptional circumstances necessary to invoke the doctrine of forum-non-conveniens. Therefore, the court denied appellee's motion to dismiss based on this ground. The court further held that in denying appellee's motion to dismiss under Federal Rule of Civil Procedure 12(b)(6), the district court did so without analysis and without prejudice. Therefore, the issue should be left for the district court to consider on remand.

Viasystems, Inc., a Missouri-based corporation, filed suit against EBM-Papst St. Georgen GmbH & Co., KG (St. Georgen), a German corporation, alleging several claims in contract and tort. At issue was whether the district court properly concluded that it had neither specific nor general personal jurisdiction over St. Georgen and granted its motion to dismiss. The court held that Viasystems failed to establish a prima facie case that specific and general jurisdiction could be asserted over St. Georgen. The court also held that the district court did not abuse its discretion in denying Viasystems' motion for jurisdictional discovery. Therefore, because St. Georgen did not have sufficient "minimum contacts" with Missouri, the maintenance of the suit would offend "traditional notions of fair play and substantial justice." Accordingly, the court affirmed the dismissal of the case.

The SEC brought a civil action against defendant alleging that, as an outside director of Engineered Support Systems, Inc. (ESSI), he violated numerous federal securities laws by participating in the grant of backdated, "in-the-money" stock options to ESSI officials including his father. At issue was the district court's grant of defendant's Fed. R. Civ. Pro. 50(a)(1) motion for judgment as a matter of law. The court agreed with the district court's conclusion that the SEC had failed to prove the requisite elements of scienter and negligence. The court also held that there was no clear abuse of discretion in excluding any reference to the Incentive Stock Option Agreement between defendant's father and ESSI. Accordingly, the court affirmed the judgment of the district court.