Justia Business Law Opinion Summaries

Defendant appealed an order under Corporations Code section 7616 confirming the validity of an election removing the former board of the Lake Lindero Homeowners Association, Inc. (the Association) and electing a new board of directors. Defendant made two contentions: (1) the election was not valid because it contravened the Association’s bylaws and statutory provision governing board recall elections, and (2) section 7616 did not authorize Plaintiffs' action or the trial court’s order validating the recall election.   The Second Appellate District affirmed. The court held that the appeal is not moot: material questions remain regarding the construction of the bylaws and statutes governing the vote required to remove the association’s board of directors. Further, the court explained that the trial court correctly determined the former board was validly recalled under the Association’s bylaws and statutory law. The court explained that the trial court correctly recognized section 7616, subdivision (d) authorizes the court to “direct such other relief as may be just and proper” in connection with confirming the validity of a board election. Here, the complaint alleged Defendant, in his role as CEO and with the sanction of a majority of the former board, was engaged in frustrating the new board’s efforts to fulfill its duties under the Association’s bylaws. Having confirmed the validity of the new board’s election, the statute plainly authorized the trial court to enter an order confirming Defendant had no authority to act on behalf of the Association, as was “just and proper” under the Association’s bylaws. View "Lake Lindero Homeowners Assn., Inc. v. Barone" on Justia Law

In 2017, KP Engineering entered into a contract with Appellee to engineer and build a natural gas processing plant. KP Engineering hired Appellant as a subcontractor. Midway through the project, KP Engineering stopped paying its subcontractors, including Appellant, resulting in $2,329,830.86 in outstanding invoices. Appellee then ended its contract with KP Engineering but asked Appellant to stay on and complete the project. In exchange, Appellee promised that it would pay Appellant any unpaid invoices. Appellee paid nine of eleven outstanding invoices. Several weeks later, and after Appellant had substantially completed work on the project, Appellee informed Appellant that it would not pay the final two invoices.KP Engineering then filed for bankruptcy in 2019. Appellant filed an adversary proceeding against Appellee in KP Engineering’s bankruptcy proceeding, seeking to recover amounts for the unpaid invoices. The bankruptcy court dismissed Appellant's claim.On appeal, the Fifth Circuit affirmed, rejecting Appellant's quantum meruit claim, finding that it was barred by the existence of an express contract that covered the services at issue. The Fifth Circuit also rejected Appelant's unjust enrichment and breach of contract claims. View "Credos Industrial v. Targa Pipeline" on Justia Law

Liposomal bupivacaine is a nonopioid pain medication that Pacira manufactures under the name EXPAREL; it is a local anesthetic administered at the time of surgery to control post-surgical pain. As of 2020, EXPAREL sales represented nearly all of Pacira’s total revenue. Pacira complains that the defendants, the American Society of Anesthesiologists, its journal, its editor, and authors published statements in a variety of forms, conveying their view that EXPAREL is “not superior” to standard analgesics or provides “inferior” pain relief.The Third Circuit affirmed the dismissal of Pacira’s suit for trade libel. Opinion statements are generally nonactionable. A “fair and natural” reading of the statements at issue shows that these are nonactionable subjective expressions. Pacira’s allegations boil down to disagreements about the reliability of the methodology and data underlying the statements; “a scientific conclusion based on nonfraudulent data in an academic publication is not a ‘fact’ that can be proven false through litigation.” Pacira failed to identify any aspect of the Articles, a Continuing Medical Education program, or a Podcast that “bring their conclusions outside the protected realm of scientific opinion.” View "Pacira Biosciences Inc v. American Society of Anesthesiologists Inc" on Justia Law

The United States District Court for the District of New Hampshire certified two questions of law for the New Hampshire Supreme Court's consideration. Plaintiffs, individuals who presently or formerly lived in the Merrimack area, brought tort claims, including negligence, nuisance, trespass, and negligent failure to warn, alleging that defendants’ manufacturing process at its facility in the Town of Merrimack used chemicals that included perfluorooctanoic acid (PFOA). They alleged PFOA was a toxic chemical that was released into the air from the Merrimack facility and has contaminated the air, ground, and water in Merrimack and nearby towns. As a result, plaintiffs alleged the wells and other drinking water sources in those places were contaminated, exposing them to PFOA, placing them at risk of developing health problems, including testicular cancer, kidney cancer, immunotoxicity, thyroid disease, high cholesterol, ulcerative colitis, and pregnancy induced hypertension. The first question from the federal circuit court asked whether New Hampshire recognized “a claim for the costs of medical monitoring as a remedy or as a cause of action” in plaintiffs' context. Depending on the answer to the first question, the second question asked, “what are the requirements and elements of a remedy or cause of action for medical monitoring” under New Hampshire law. Because the Supreme Court answered the first question in the negative, it did not address the second question. View "Brown, et al. v. Saint-Gobain Performance Plastics Corporation, et al." on Justia Law

Plaintiff sought insurance coverage under an all-risks commercial insurance policy for business income losses during the COVID-19 pandemic. Finding no “direct physical loss of or damage to property” caused by COVID-19, the Louisiana Supreme Court reversed the appeal court and reinstated the trial court judgment denying coverage. View "Cajun County, LLC et al. v. Certain Underwriter at Llloyd's, London, et al." on Justia Law

In July 2019, Plaintiffs Suzanne Farrell and her husband, Joseph Farrell, were traveling to Galveston, Texas, when they stopped to refuel at a Circle K Store in Pineville, Louisiana. While Mr. Farrell pumped gas, Mrs. Farrell decided to take their dog for a walk. She ultimately chose a grassy area located at the edge of the Circle K parking lot. In order to reach this area of grass, Mrs. Farrell had to traverse a pool of water. The water extended approximately the length of a tractor-trailer and was draining to the low spot of the parking lot. Mrs. Farrell walked to the narrowest part of the water—approximately one foot across— and attempted to step over the water. She was unsuccessful, and she fell and sustained personal injury. Mr. and Mrs. Farrell subsequently filed this personal injury lawsuit against Circle K and the City of Pineville. Defendants jointly moved for summary judgment, arguing that they were not liable on the ground that the alleged hazardous condition was open and obvious. Plaintiffs opposed the motion, arguing that the hazard was not the pool of water, but the slippery substance hidden in the water, and that made the hazard not open and obvious. The trial court denied Defendants’ motion for summary judgment, finding “that there exist issues of material fact regarding whether a reasonable person should have seen the mold/mildew/algae/slime present in the water puddle at issue.” The Louisiana Supreme Court disagreed with the district court's decision, reversed and rendered judgment in favor of defendants. View "Farrell v. Circle K Stores, Inc. et al." on Justia Law

The district court awarded damages to plaintiff Lashondra Jones who was allegedly injured when she stepped on a wooden pallet with an attached pallet guard, holding a bulk watermelon bin, to reach a watermelon in the bottom of the bin, and the pallet guard collapsed. Defendant Market Basket Stores, Inc. appealed, and the appellate court reversed the award, finding manifest error in the factual findings of the district court requiring de novo review and concluding that the watermelon display did not present an unreasonable risk of harm to plaintiff. After review, the Louisiana Supreme Court concluded there was no manifest error in the district court’s finding of negligence on the part of the defendant; therefore, the appellate court erred in its ruling. View "Jones v. Market Basket Stores, Inc." on Justia Law

In this tort and breach-of-contract lawsuit, the Supreme Court affirmed in part and reversed in part the trial court's take-nothing summary judgment entered on the claim brought by several affiliated retailers (the Retailers), holding that the trial court erred in part.The Retailers in this case sought to recoup millions of dollars in disallowed reimbursements for purchases their customers made under the federally-funded Supplemental Nutrition Assistance Program (SNAP) after a lengthy outage in a third-party contractor's Electronic Benefit Transfer (EBT) system. The Retailers had permitted their SNAP customers to make purchases during the system outage, as authorized by a federal regulation, but held the EBT transactions in abeyance until they could be submitted and the Retailers reimbursed. The EBT contractor, however, later declined reimbursement for nearly 90,000 transactions. The trial court rendered a final take-nothing judgment against the Retailers, and the court of appeals affirmed. The Supreme Court affirmed the judgment on the Retailers' breach of contract claim but reversed the judgment as to losses from certain transactions and the Retailers' tort claims, holding that the court relied on an erroneous construction of 7 C.F.R. 274.8(e)(1). View "Wal-Mart Stores, Inc. v. Xerox State & Local Solutions, Inc." on Justia Law

Plaintiff-appellant Tracey Weinberg (“Weinberg”) was the former Chief Marketing Officer of defendant-appellee Waystar, Inc.(“Waystar”). During her employment, the company granted her options to purchase stock in its co-defendant Derby TopCo, Inc.,(“Derby Inc.”), pursuant to a Derby TopCo 2019 Stock Incentive Plan (the “Plan”). Weinberg was awarded three option grants under the Plan pursuant to three option agreements executed between October 2019 and August 2020. By the time Weinberg was terminated in 2021, 107,318.96 of her options had vested. She timely exercised all of them in November 2021, and the options immediately converted to economically equivalent partnership units in co-defendant Derby TopCo Partnership LP, a Delaware limited partnership (“Derby LP”) (the “Converted Units”). Each Option Agreement contained an identical call right provision providing Appellees the right to repurchase Weinberg’s Converted Units (the “Call Right”), “during the six (6) month period following (x) the (i) [t]ermination of [Weinberg’s] employment with the Service Recipient for any reason . . . and (y) a Restrictive Covenant Breach.” This appeal turned on the meaning of the word “and” in the three option agreements. Specifically, the question presented for the Delaware Supreme Court was whether two separate events (separated by the word “and”) had to both occur in order for the company to exercise a call right, or whether the call right could be exercised if only one event has occurred. Although Weinberg had been terminated within the time frame specified by the Call Right Provision, a Restrictive Covenant Breach had not occurred. The parties disputed whether the Call Right was available in the absence of a Restrictive Covenant Breach. The Court of Chancery decided that it was, and the Delaware Supreme Court concurred, affirming the Court of Chancery. View "Weinberg v. Waystar, Inc." on Justia Law

In this dispute between the residents of a senior-living facility in a receivership over the proceeds generated by the sale of the facility the Supreme Court reversed the decision of the court of appeals reversing the conclusion of the circuit court that Bondholders' mortgage lien was superior to Residents' entrance fee claims, holding that Bondholders' mortgage lien was superior to Residents' contract claims.After Atrium, the subject senior-living facility, defaulted on debt service payments to Bondholders, it filed a petition for receivership. The receiver sold the assets for more than $4 million in proceeds. Atrium owed Bondholders more than $6 million secured by a valid mortgage lien on the facility's estate, but many of the facility's Residents claimed they were owed reimbursement of the entrance fees they paid to Atrium. The circuit court entered judgment for Bondholders, and the court of appeals reversed. The Supreme Court reversed, holding that Bondholders were entitled to first payment from the proceeds of the sale of Atrium's assets. View "Casanova v. Polsky" on Justia Law