Justia Business Law Opinion Summaries

Articles Posted in US Court of Appeals for the Eighth Circuit
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A corporation that acquires substantially all the assets of an unrelated competitor at a secured creditor's private foreclosure sale, in an agreement that declines to assume the competitor's liabilities, is not liable as the competitor’s successor for unpaid pre-acquisition inventory purchases from a third party. The Eighth Circuit affirmed the district court's grant of summary judgment dismissing Westfeldt's counterclaims for successor liability, unfair trade practices, conversion, and unjust enrichment, primarily on the ground that Westfeldt failed to submit evidence that the foreclosure and asset sale were anything but bona fide business transactions. The court held that buying USR assets from Great Western at a foreclosure sale in an agreement that disclaimed assumption of USR liabilities protected Ronnoco from claims that the asset purchase was tainted by commercially inadequate consideration. In this case, Westfeldt offered no evidence that it was prejudiced by the asset sale. Furthermore, there was no evidence that, absent the alleged fraud by Ronnoco, USR would have been able to pay off its entire debt to Great Western and then make payment to Westfeldt. Finally, the district court properly rejected Westfeldt's remaining claims. View "Ronnoco Coffee, LLC. v. Westfeldt Brothers, Inc." on Justia Law

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Continental appealed from a jury determination that it had tortiously interfered with the business relationship of plaintiff and CTAP. The Eighth Circuit affirmed and held that the evidence was sufficient to support a conclusion that Continental acted with intent to interfere in the plaintiff-CTAP business relationship, either by desiring to bring the interference about or knowing that the interference was substantially certain to occur; sufficient evidence existed to permit the jury to find that Continental’s interference was improper and that Continental was the legal cause of plaintiff's injury; substantial evidence supported the jury's award of punitive damages; and the district court did not err by denying Continental's motion for a new trial. The court also held that the district court did not abuse its discretion when instructing the jury on improper interference. View "Janvrin v. Continental Resources, Inc." on Justia Law

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Lamar maintained and operated a billboard on land that it leased from R.E.D. After R.E.D. and Landmark executed an agreement under which Landmark agreed to pay R.E.D. in exchange for, among other things, the right to receive rent from Lamar, Landmark sued R.E.D. for breach of contract and sued R.E.D. and Defendant Van Stavern for fraudulent and negligent misrepresentation. The Eighth Circuit affirmed the district court's judgment and held that the district court did not err by excluding the testimony of defendants' expert witness where the expert's opinions were not relevant because they were not supported by facts in the record. Furthermore, the district court did not err by denying defendants' request for reconsideration, because the discovery deadlines had passed and defendants failed to offer a substantial justification for their delay. Finally, the court held that the damages award were not duplicative and affirmed the attorneys' fee award. View "Landmark Infrastructure Holding Co. v. R.E.D. Investments, LLC" on Justia Law

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The Eighth Circuit affirmed the district court's dismissal of plaintiffs' putative class action against First Federal and former directors of Inter-State. Plaintiffs alleged that Inter-State's merger with First Federal was inequitable because Inter-State had $25 million more than First Federal in excess capital. Plaintiffs claimed that the surplus should have been distributed to Inter-State's members instead of becoming part of the merged entity, and that the decision to merge should have been decided by a vote of Intra-State's members. The court held that the district court correctly concluded, based on long-standing Supreme Court precedent, that Inter-State's members did not have an ownership interest in its surplus. Even assuming a provision in Inter-State's charter was unique and that this was a case of first impression, the court held that Inter-State's members would not have an ownership interest in the $25 million surplus based on the provision's plain language. Therefore, without an ownership interest, plaintiffs have not stated a claim against defendants and the district court properly dismissed their claims expressly premised on an ownership interest in the surplus. View "Chase v. First Federal Bank of Kansas City" on Justia Law

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The absence of a judgment in the state court litigation does not mean that plaintiff lacks Article III standing to bring this suit. Enterprise filed suit against several defendants, alleging a claim under the Missouri Uniform Fraudulent Transfer Act. The district court dismissed the complaint without prejudice based on the ground that there was no case or controversy because Enterprise lacked Article III standing. The Eighth Circuit reversed and held that Enterprise has alleged facts sufficient to demonstrate the elements of standing. In this case, Enterprise has sufficiently alleged a present injury in fact, fairly traceable to defendants, as the transferees of the funds. Therefore, the court remanded for further proceedings. View "Enterprise Financial Group Inc. v. Podhorn" on Justia Law

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The Eighth Circuit affirmed the district court's dismissal of an action brought by an investor, alleging that Missouri fraudulently induced a loan between the investor and EngagePoint and illegally discriminated against EngagePoint. The court held that the investor failed to plead fraud with particularity. The court also held that the investor's unlawful discrimination claims failed because it has failed to identify any impaired contractual relationship under which it had rights, and 42 U.S.C. 1981 does not allow the investor to sue on EngagePoint's behalf. Similarly, the investor failed to state a discrimination claim under Title VI of the Civil Rights Act of 1964. View "FCS Advisors, LLC v. Missouri" on Justia Law

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The Eighth Circuit affirmed the district court's dismissal of plaintiffs' claims for fraud and breach of fiduciary duty against defendants as barred by the applicable Arkansas statute of limitations. In this case, plaintiffs possessed enough information in 2004 to put them on notice of any allegedly fraudulent conduct had they exercised any due diligence. Therefore, plaintiffs' tolling argument was without merit and their claims were barred by the three-year statute of limitations. View "Schmidt v. Newland & Associates PLLC" on Justia Law

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The FTC and the State of North Dakota moved to enjoin Sanford Bismarck's acquisition of Mid Dakota, alleging that the merger violated section 7 of the Clayton Act. The district court determined that plaintiffs would likely succeed in showing the acquisition would substantially lessen competition in four types of physician services in the Bismarck-Mandan area. The Eighth Circuit affirmed the district court's grant of a preliminary injunction, holding that the district court did not improperly shift the ultimate burden of persuasion to defendants and properly followed the analytical framework in U.S. v. Baker Hughes, Inc., 908 F.ed 981 (D.C. Cir. 1990); the district court did not clearly err in defining the relevant market; and the district court's finding on merger-specific efficiencies was not clear error. View "Federal Trade Commission v. Sanford Health" on Justia Law

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The Eighth Circuit affirmed the district court's denial, on remand, of Qwest's unjust enrichment claim against FC. The court held that the district court did not abuse its discretion by concluding that it would not be inequitable for FC to retain the benefit conferred by Qwest. In this case, the district court explained that FC earned the benefit conferred by Qwest because it provided conference-calling services, 24-hour customer support, and access to a website in exchange for two cents per minute for calls placed to FC's conferencing bridges at Sancom. Furthermore, Qwest paid its own conference-calling vendor between two and four-and-a-half cents per minute. View "Qwest Communications Corp. v. Free Conferencing Corp." on Justia Law

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This appeal stemmed from a dispute over a business deal between Management Registry, a large Kentucky staffing company, and a smaller staffing company it acquired under the brand "AllStaff." Some of the participants then formed a rival company, A.W. Companies. The Eighth Circuit affirmed the denial of preliminary injunctive relief to Management Registry and held that the district court did not abuse its discretion by determining that Management Registry had not met its burden of showing irreparable harm. Rather, Management Registry presented evidence suggesting the opposite: that an award of money damages would fully compensate it because its losses were quantifiable. Furthermore, Management Registry also failed to establish that it was likely to succeed on the merits of the ten claims it raised. View "Management Registry, Inc. v. A.W. Companies, Inc." on Justia Law