Justia Business Law Opinion Summaries

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