Justia Business Law Opinion Summaries

F5, a Cayman Islands corporation that invests in international shipping companies, filed a shareholder derivative action on behalf of Star Bulk, a global shipping company, alleging that individual members of Star Bulk's board and affiliated entities improperly exploited their control over the corporation in executing three separate transactions. F5's complaint included four causes of action, three of which were derivative and one of which purported to be a direct class-action claim for wrongful equity dilution. In this case, F5 did not seek intracorporate remedies by making a pre-suit demand on Star Bulk's board of directors. The district court dismissed the complaint, concluding that the dilution claim was properly derivative under Delaware law and that F5 failed to plead demand futility under Federal Rule of Civil Procedure 23.1(b)(3)(B), as to any of the claims. The court affirmed, concluding that F5's dilution claim was properly derivative, not direct; the district court had subject matter jurisdiction to adjudicate the non-class, derivative claims; and F5 did not allege facts sufficient to excuse it from making a pre-suit demand. View "F5 Capital v. Pappas" on Justia Law

Plaintiffs, unsuccessful bidders in a bankruptcy proceeding, appealed the district court's dismissal of their suit alleging claims for breach of fiduciary duty, tortious interference, and common law fraud against the law firm K&L Gates, LLP and two of its former partners. Plaintiffs alleged that defendants used their prior representation of plaintiffs to undermine plaintiffs' attempt to acquire assets in a bankruptcy sale.  The district court granted defendants' motion to dismiss based on res judicata. The court agreed with plaintiffs that they could not have brought their claims during the bankruptcy proceedings, and that this present action would not disturb the orders of the bankruptcy court. The court explained that the circumstances in this case did not demand that plaintiffs raise their claim in the bankruptcy proceeding, and noted that the relevant issues were not litigated through an adversary proceeding or otherwise. Accordingly, the court reversed and vacated, remanding for further proceedings. View "Brown Media Corp. v. K&L Gates, LLP" on Justia Law

Carrington appealed the district court's judgment requiring them to pay plaintiff, the indirect purchaser and assignee of a limited prejudgment interest in defendants' fund, damages plus prejudgment interest for breach of the limited partnership agreement. Defendants principally contend that the district court erred in its interpretation of the agreement and should have granted summary judgment in their favor on the issue of liability. Defendants argue that, in any event, permitting plaintiff to withdraw from the fund would have precipitated a sale of fund assets at distressed prices, making it impossible for plaintiff to receive more than a minuscule distribution, if any. The court rejected defendants' challenges to the district court's ruling on the issue of liability. However, the court concluded that there were factual issues to be tried as to the calculation of damages. Accordingly, the court vacated and remanded for further proceedings. View "Umbach v. Carrington Investment Partners (US)" on Justia Law

TAL challenges the district court's grant of summary judgment to the Chugh Defendants. The district court held that TAL's claims for breach of fiduciary duty by Chugh had previously been determined in Chugh's favor in a prior proceeding and thus TAL was collaterally estopped from asserting them. The court concluded that Chapter 15 of the Bankruptcy Code does not apply when a court in the United States simply gives preclusive effect to factual findings from an otherwise unrelated foreign liquidation proceeding, as was done here; the district court properly applied the doctrine of collateral estoppel where the affirmative defenses in the wind-up proceeding are based in substance on the same allegations made in the Third Amended Complaint; TAL's contention that findings of fact made by the Cayman court cannot have preclusive effect in the district court proceeding are meritless; and TAL's comity argument also lacks merit. Accordingly, the court affirmed the judgment. View "Trikona Advisers Limited v. Chugh" on Justia Law

Defendant, a marketer of over-the-counter pregnancy test kits, was found liable for false advertising in violation of section 43(a) of the Lanham Act, 15 U.S.C. 1125(a). Plaintiff, a leading competing marketer of over-the-counter pregnancy test kits, claimed that, in informing the user as to how long her pregnancy had been in effect, defendant’s product communicated the false impression that it uses the same metric and gives the same number of weeks of pregnancy as a medical professional would do. The district court found in favor of plaintiff and imposed an injunction on defendant. The court agreed with the district court that plaintiff's Lanham Act claim is not precluded by the Food, Drug, and Cosmetic Act, 21 U.S.C. 301 et seq., claim; there is no error in the district court's finding of falsity in defendant's Launch Package and advertising messages associated with it by reason of their unambiguous implication that defendant’s product measures weeks-pregnant in a manner that is consistent with the measurement used by doctors; agreed with the district court's finding, based on survey evidence, that the message communicated by the Revised Package was impliedly false; there was no error in the district court’s findings that the falsity was material and injurious to plaintiff; and the court did not abuse its discretion in issuing the injunction. Accordingly, the court affirmed the judgment. View "Church & Dwight Co. v. SPD Swiss Precision Diagnostics" on Justia Law

This case concerns a lease and a purported joint venture agreement entered into between defendant and his now-deceased father, the former president and majority shareholder of a real estate development corporation. The lease granted defendant control over a multi-million-dollar property for a period of 20 years in exchange for a payment of $20. AHC sought damages for defendant's use and occupancy of the property and a judgment declaring the lease and joint venture agreement void. Defendant counterclaimed. The district court granted AHC’s motion for partial summary judgment on its declaratory judgment claims and denied defendant's requests for additional discovery. The court concluded that the district court did not abuse its discretion in denying defendant's FRCP 56(d) motion seeking more discovery materials where none of the items defendant specifically requested is germane to the issues before the court; the court applied Pennsylvania law to its analysis of the joint‐venture dispute and New York law to the lease dispute; and the district court correctly concluded that the business judgment rule should not apply to the lease and thus the lease was void as a gift or act of corporate waste. As to the joint venture agreement, the court declined to certify the issue of parol evidence to the state court. The court concluded that the parol evidence rule applies in this case and that the integration clause in the lease retains its preclusive effect. Accordingly, the court affirmed the judgment. View "Alphonse Hotel Corp. v. Tran" on Justia Law

Plaintiffs filed a class action suit against defendants, alleging that they charged plaintiffs more than the statutory maximum fees allowed by N.Y. Pub. Health Law 18(2)(d) and (e) for providing copies of plaintiffs' medical records. The district court granted defendants' motions to dismiss the action pursuant to Fed. R. Civ. P. 12(b)(1) on the ground that the complaint alleged that the requested records had been paid for by plaintiffs' attorneys, ruling that the complaint therefore did not plead injury-in-fact to plaintiffs themselves and that plaintiffs lacked Article III standing. The court concluded that, in light of the ordinary principles of agency, the complaint's allegations that each named plaintiff "through [her or his] counsel" "paid" the charges demanded by defendants for providing the records and that "Plaintiffs" bore "the ultimate expense" for those records, plausibly alleged that plaintiffs themselves were injured by the claimed violations of New York law. Because the district court erred in dismissing the suit under Rule 12(b)(1), the court vacated and remanded. View "Carter v. HealthPort Technologies, LLC" on Justia Law

This appeal stemmed from a dispute regarding a contract the parties entered into, which gave Lewmar the exclusive right to manufacture and sell Steinerʹs patented sailboat winch handle, a device used to control the lines and sails of a sailboat. The parties resolved the dispute when Lewmar made, and Steiner accepted, an offer of judgment under Rule 68 of the Federal Rules of Civil Procedure. After judgment was entered, Steiner moved for attorneysʹ fees of $383,804 and costs of $41,470. The district court denied attorneysʹ fees but awarded costs of $2,926. The court concluded that Steiner was precluded from seeking fees pursuant to the Agreement in addition to the $175,000 settlement amount because claims under the Agreement were unambiguously included in the Offer; Steiner was not precluded from seeking attorneysʹ fees under the Connecticut Unfair Trade Practices Act (CUTPA), Conn. Gen. Stat. 42‐110g(d), because the Offer did not unambiguously encompass claims for attorneysʹ fees under CUTPA; and the court remanded for the district court to clarify whether it considered the claim for attorneys' fees under CUTPA on the merits and if not, to do so. Finally, the court concluded that the district court correctly added costs under the ʺcosts then accruedʺ provision of Rule 68. View "Steiner v. Lewmar, Inc." on Justia Law

Plaintiffs appealed the dismissal of their amended complaint for failure to state a claim. Plaintiffs alleged that they suffered losses in excess of $800 million when they refrained from selling their shares of Citigroup stock based on the fraudulent and negligent misrepresentations of defendants Citigroup and Citigroup executives. Defendants cross‐appealed, arguing that the district court erred by addressing the adequacy of plaintiffs’ substantive claims as “holders” of the shares during a period of decline in share value. Defendants claim that Delaware law mandates that such claims be brought in a shareholder derivative action, not as direct claims. The court certified the following question to the Delaware Supreme Court: Are the claims of a plaintiff against a corporate defendant alleging damages based on the plaintiff’s continuing to hold the corporation’s stock in reliance on the defendant’s misstatements as the stock diminished in value properly brought as direct or derivative claims? View "AHW Inv. P'ship v. Citigroup Inc." on Justia Law