Justia Business Law Opinion Summaries

Court-appointed receiver Michael Polsky filed a complaint against defendants Daniel Virnich and Jack Moores, owners and officers of Communications Products, for breach of their fiduciary duties to the corporation after Communications Products defaulted on a loan to its largest creditor. The Supreme Court accepted review but split three to three. On return to the court of appeals, the judgment was reversed. Polsky filed a petition to review, which the Supreme Court granted. The Court then affirmed the court of appeals. The current action involved Polsky's motion to disqualify Justice Roggensack, asserting that because Justice Roggensack had not participated in the case when it was previously certified to the Court and when the Court's decision remanded the matter to the court of appeals, she should have been disqualified from participation in the decision to affirm the court of appeals. The Supreme Court denied Polsky's motion, holding (1) the Court does not have the power to remove a justice from participating in an individual proceeding, on a case-by-case basis, and (2) due process is provided by the decisions of the individual justices who participate in the cases presented to the court.

In 1995, David Bushard and Steven Reisman formed a partnership called PressEnter. After Bushard dissolved the partnership in 1999 he withdrew from its day-to-day operations. Reisman continued to run day-to-day operations and to direct PressEnter to pay partnership distributions to both partners. In 2004, Reisman started taking a salary. In 2007, Bushard filed a complaint against Reisman and PressEnter, alleging breach of fiduciary duty and unjust enrichment and demanding a money judgment, including the amount of Reisman's salary. Reisman counterclaimed with two counts of unjust enrichment, damage to business reputation, and breach of the duty of good faith and fair dealing. The trial court concluded that the dissolution of PressEnter resulted in a wind-up, ordered the equal distribution of PressEnter's profits to both partners, and granted summary judgment in favor of Bushard. The court of appeals affirmed. On appeal, the Supreme Court affirmed, holding (1) the distribution of PressEnter's profits and losses was governed by Wis. Stat. 178.15, and Reisman's equitable arguments were insufficient to overcome the plain language of the statute; and (2) because there was no genuine dispute of material fact, the circuit court appropriately ordered summary judgment in favor of Bushard.