Justia Business Law Opinion SummariesArticles Posted in Virginia Supreme Court
Dunlap v. Cottman Transmissions Sys., LLC
Plaintiff filed an action against Defendants, alleging claims for tortious interference with a contract, tortious interference with business expectancy, and business conspiracy. The district court (1) dismissed the business conspiracy claim for failure to allege an unlawful act or purpose, and (2) dismissed Plaintiff’s remaining two tort claims as barred by the two-year statute of limitations in Va. Code Ann. 8.01-248, thus rejecting Plaintiff’s contention that his tortious interference claims constituted an injury to his property, which would be subject to a five-year statute of limitations under Va. Code Ann. 8.01-243(B). Plaintiff appealed to the Fourth Circuit Court of Appeals. The Fourth Circuit entered an order of certification requesting the Virginia Supreme Court to answer two questions of law. The Supreme Court answered by holding (1) causes of action for tortious interference with a contract and tortious interference with business expectancy qualify as the requisite unlawful act to proceed on a business conspiracy claim under Va. Code Ann. 18.2-499 and -500; and (2) the five-year statute of limitations in section 8.01-243(B) applies to claims of tortious interference with a contract and tortious interference with business expectancy because both claims involve injury to property rights. View "Dunlap v. Cottman Transmissions Sys., LLC" on Justia Law
Raley v. Haider
In 2008 and 2009, Dr. Raley was employed by Minimally Invasive Spine Institute, PLLC (MISI), a medical practice owned and managed by Haider. Raley claimed MISI had failed to pay him all the money he earned and filed suit in 2010, claiming breach of contract and breach of implied contract against MISI. In Count II, Raley sued MISI as well as Haider, alleging that Haider wrongfully distributed money from MISI to himself, depleting MISI of funds in violation of Code § 13.1-1035, which governs distributions made by Virginia LLCs. The trial court agreed that Raley, who was not a member of MISI, could not bring a cause of action under Code § 13.1-1035, and dismissed Raley’s Count II claim. Raley was awarded $395,428.70 plus interest against MISI., but has been unable to collect the judgment. He filed a garnishment proceeding, naming Haider as the garnishee. Raley also filed a second complaint against Haider, Minimally Invasive Pain Institute, PLLC (MIPI) and Wise, LLC (Wise). The cases were consolidated. The trial court dismissed all counts, based upon the dismissal with prejudice of Count II of the original case. The Virginia Supreme Court affirmed in part, holding that res judicata does not bar claims against MIPI and Wise and Raley’s Count I or garnishment claims against Haider, but does bar other claims against Haider. View "Raley v. Haider" on Justia Law
Bd. of Supervisors of Fluvanna County v. Davenport & Co. LLC
The Board of Supervisors of Fluvanna County filed a complaint against Davenport & Company asserting that Davenport, which served as the financial advisor to the Board, knowingly made false representations and used its fiduciary position to persuade the Board to hire Davenport as an advisor regarding the financing of the construction of a new high school. Davenport filed a demurrer to the complaint, which the circuit court granted on the basis that the separation of powers doctrine prevented the court from resolving the controversy because the court would have to inquire into the motives of the Board's legislative decision making. The Supreme Court reversed, holding that the Board effectively waived its common law legislative immunity from civil liability and the burden of litigation, and therefore the circuit court erred in sustaining Davenport's demurrer on these grounds. View "Bd. of Supervisors of Fluvanna County v. Davenport & Co. LLC" on Justia Law
Online Res. Corp. v. Lawlor
Employee filed a complaint against Corporation seeking damages for breach of contract, unjust enrichment, and wrongful termination. Previous to the suit, Corporation offered Employee a severance package that Employee rejected because it would have taken away any rights to a claim for a change in control. A jury found for Employee on all counts except for wrongful termination. The trial court awarded damages and attorney's fees to Employee. The Supreme Court affirmed in part, reversed in part, and remanded, holding the circuit court did not err when it (1) refused to hold, as a matter of law, that Employee failed to present sufficient evidence to demonstrate that a change in control occurred; (2) instructed the jury to construe any ambiguities in the contracts against the drafter; (3) submitted Employee's alternative theory of mandatory severance benefits to the jury; (4) submitted Employee's claim for unjust enrichment to the jury; (5) admitted the testimony of Employee's damages expert; and (6) awarded Employee attorneys' fees and expenses for breach of the severance agreement. However, the trial court erred in determining that the severance agreement entitled Employee to recover his legal fees for claims that were not related to breach of the severance agreement. View "Online Res. Corp. v. Lawlor" on Justia Law
Nolte v. MT Tech. Enters., LLC
MT Technology Enterprises, LLC filed an amended complaint against Cristol, LLC, several members of Cristol's board of managers, and an employee of Cristol, Cristol's attorney, and the attorney's firm, alleging, inter alia, statutory conspiracy, tortious interference with economic expectancy in MT technologies, and breach of contract and unjust enrichment. The trial court imposed sanctions against Cristol, its board, and its employee (Defendants) for discovery violations. The case proceeded to a jury against Defendants, and the jury returned a verdict in favor of MT. The Supreme Court affirmed in part and reversed in part, holding (1) the trial court did not err in its interpretation of Va. Code Ann. 13.1-1057(A) and in concluding that MT satisfied the registration requirements of the statute; (2) the trial court did not err in imposing a sanction for discovery abuses; but (3) the trial court abused its discretion by forbidding cross-examination of witnesses regarding damages. Remanded for further proceedings on damages only. View "Nolte v. MT Tech. Enters., LLC" on Justia Law
Murayama 1997 Trust v. NISC Holdings, LLC
The Jared and Donna Murayama 1997 Trust sought damages arising from a settlement agreement between the Trust, its trustee Jared Murayama, and two of the defendants, NISC Holdings, LLC and Omen LLC, which transaction included NISC's repurchase of the Trust's voting stock in NISC (the "settlement agreement"). The Trust claimed it was damaged from selling the stock to NISC for substantially less than its fair market value as a result of the Trust's reliance on fraudulent omissions and misrepresentations of Defendants. The circuit court found that the Trust's allegations established that, as a matter of law, the Trust did not reasonably rely upon Defendants' alleged fraudulent omissions and misrepresentations regarding the value of the NISC stock at the time of the settlement. The Supreme Court affirmed the circuit court's judgment sustaining Defendants' demurrer, holding that the circuit court did not err in its judgment based upon both the language of the settlement agreement and the allegations regarding the adversarial relationship between Murayama and the defendants that precipitated the settlement. View "Murayama 1997 Trust v. NISC Holdings, LLC" on Justia Law
21st Century Sys. v. Perot Sys. Gov’t Servs., Inc.
Perot Systems Government Services filed an amended complaint against Defendants, 21st Century Systems, Inc, and several individuals, alleging that Defendants, all of whom were former Perot employees, conspired for the purpose of willfully and maliciously attempting to destroy Perot and steal away Perot business by unfairly and improperly using Perot's confidential and proprietary information. The jury returned a verdict in favor of Perot on all claims. The Supreme Court reversed in part and affirmed in part, holding (1) the trial court abused its discretion when it denied defense motions to strike testimony regarding lost goodwill damages, and accordingly, the court erred when it refused to set aside the jury's award of lost goodwill damages based upon that testimony; (2) the court did not err when it refused to set aside the jury's award of both punitive and treble damages in favor of Perot; and (3) the court did not err when it refused to set aside the jury's award of computer forensics damages. View "21st Century Sys. v. Perot Sys. Gov't Servs., Inc." on Justia Law
Russell Realty Assocs. v. Russell
Nina and her brother Eddie Russell were co-trustees of several family trusts. The trust estate consisted of the interests held by Nina and Eddie as co-trustees in Russell Realty Associates (RRA), which was created by the siblings' father. Nina and Russell disagreed about several matters and conflicts escalated. Eventually, Eddie, individually and as co-trustee, filed a complaint seeking judicial dissolution and winding up of RRA. The circuit court granted Eddie's complaint for dissolution, finding that the economic purpose of RRA was likely to be reasonably frustrated and that the business could no longer practicably operate in conformity with the partnership agreement. The Supreme Court affirmed, holding that there was sufficient evidence to support the circuit court's findings.
Orthopedic & Sports Physical Therapy Assocs. v. Summit Group Props., LLC
Summit Group Properties, LLC (Summit) sued Orthopedic & Sports Physical Therapy Associates (OSPTA) and its partners for breach of lease and damages. OSPTA filed a counterclaim in which it alleged fraud in the inducement and damages. The jury returned a verdict in favor of Summit against OSPTA in the amount of $187,000. The jury found for Summit on OSPTA's counterclaim. OSPTA appealed, arguing that the trial court erred in granting a jury instruction offered by Summit because it misstated the law by instructing the jury that a limited liability company could not be liable for any fraudulent activity unless the fraud was approved by the members of the LLC. The Supreme Court agreed with OSPTA that the instruction was misleading because it was not a complete statement of the law and held that the trial court erred in giving the instruction. Remanded.
Cattano v. Bragg
This case arose out of a dispute between two attorneys, John Cattano and Carolina Bragg, the only shareholders of Cattano Law Firm. Bragg filed an amended complaint including claims for a writ of mandamus for the copying and inspection of corporate records, breach of fiduciary duty, conversion, breach of contract, and judicial dissolution. A jury returned a verdict finding (1) Bragg owned 27.35 percent of the firm; (2) in Bragg's favor on her claim of derivative conversion, awarding the firm damages; and (3) in favor of Bragg on the breach of contract and judicial dissolution claims, awarding Bragg damages individually. The circuit court then awarded what it determined to be reasonable fees to Bragg. The Supreme Court affirmed, concluding that there was no error in the judgment of the circuit court.