Justia Business Law Opinion Summaries

In this contract and tort action brought by the buyers of a business pursuant to a written purchase agreement the Supreme Court affirmed the judgment of the trial court granting summary judgment for the sellers and dismissing the sellers' agents, holding that the trial court did not err or abuse its discretion.Buyers bought a business from Sellers pursuant to a written purchase agreement. Buyers later bought this action against Sellers and their agents. Sellers counterclaimed for amounts owing under promissory notes. The Supreme Court dismissed the agents under Neb. Ct. R. Pldg. 6-1112(b)(6) and entered summary judgment for Sellers on all claims and counterclaims. The court then denied Sellers' motion for attorney fees. The Supreme Court affirmed, holding (1) undisputed facts supported the summary judgments for Sellers; (2) the complaint stated no claim against the agent; and (3) the trial court did not abuse its discretion in denying attorney fees to Sellers. View "Nathan v. McDermott" on Justia Law

Plaintiff, a shareholder, filed a putative class action complaint against magicJack and eight individuals who were magicJack current or former directors. Plaintiff alleged that magicJack issued two proxy statements that contained material misrepresentations. The district court dismissed plaintiff's lawsuit because his claims were derivative in nature and he failed to plead that he made a demand on magicJack or that doing so would have been futile.The Eleventh Circuit held that federal courts should look to state law to decide the issue of whether a claim brought under a federal statute is direct or derivative. In this case, because magicJack is incorporated under the laws of Israel, Israeli law controls the court's analysis. However, even if the court applied Florida law, the result would be the same because the two bodies of law are consistent. The court held that plaintiff's claims are derivative in nature because he failed to allege that he suffered damages independent of the damages that magicJack (and all of its shareholders) suffered. Furthermore, plaintiff failed to plead that he personally suffered a special injury, distinct from that experienced by magicJack or its other shareholders. Finally, any recovery sought in the Second Amended Complaint would necessarily be for the benefit of magicJack and its shareholders. View "Freedman v. MajicJack Vocaltec Ltd." on Justia Law

Appellant, Overstock.com, Inc. (Overstock) appealed a superior court judgment awarding Appellees/Plaintiff-Relator William French and the State of Delaware (Plaintiffs), $22,000 in civil penalties and $7,266,412.94 in treble damages for violations of the Delaware False Claims and Reporting Act (the DFCRA or the Act). Plaintiffs alleged Overstock engaged in what they described as a scam to evade its obligation to escheat balances owed on abandoned gift cards to the Delaware State Escheator. It did so, they claimed, by making it falsely appear that its gift cards were held by an Ohio company, not Overstock. It was undisputed that Overstock did not file escheat reports or pay the money value of abandoned gift cards to the Delaware Escheator during the years in question. The case was tried before a jury on a theory that Overstock violated the Act between 2010 to 2013. Overstock raised several claims on appeal, but the Delaware Supreme Court addressed only one. Overstock contended the superior court misinterpreted the Act and erred by instructing the jury that the knowing failure to file escheat reports when required to do so was no different than actively making a false statement. Overstock contended that the failure to file such reports does not satisfy the Act’s requirement that a false record or statement be made or used to avoid, conceal or decrease an obligation to pay money to the Government. Furthermore, Overstock contended it did not make or use any false record or statement in connection with gift cards that violated the Act. The Supreme Court agreed that the evidence failed to establish the making or use of a false record or statement in violation of the Act. Accordingly, the superior court’s judgment was reversed and the matter remanded for further proceedings. View "Overstock.com, Inc. v. State" on Justia Law

The Supreme Court affirmed the decision of the circuit court granting a motion to dismiss this action brought by a group of investors in the federal EB5 immigrant investment program against various agencies that implemented the program in South Dakota, holding that sovereign immunity barred this action.In this case arising from implementation of the EB5 immigration investment program in South Dakota, a group of investors (Claimants) filed an amended complaint against several agencies that implemented the program, alleging fraud, breach of fiduciary duty and aiding and abetting breach and requesting to pierce the corporate veil. The circuit court held that Claimants' suit was barred by sovereign immunity. The Supreme Court affirmed, holding (1) Claimants failed to show that an express waiver of sovereign immunity applied to the State's activities with the EB5 Program; and (2) therefore, the circuit court properly granted the State's motion to dismiss. View "LP6 Claimants, LLC v. S.D. Department of Tourism & State Development" on Justia Law

The Ninth Circuit Court of Appeals certified a question of law to the Delaware Supreme Court arising out of an appeal from the federal district court for the Central District of California. The question asked whether in a Delaware limited partnership, does the general partner’s request to the limited partner for a one-time capital contribution constitute a request for limited partner action such that the general partner has a duty of disclosure, and if the general partner fails to disclose material information in connection with the request, could the limited partner prevail on a breach of fiduciary duty claim and recover compensatory damages without proving reliance and causation? The Delaware Court responded in the negative: "[f]undamentally, this is not a duty to disclose case - it is a breach of the duty of loyalty case for failure to tell the truth." Under the stipulated facts of this dispute, the general partner’s request to a limited partner for a one-time capital contribution does not constitute a request for limited partner action such that the general partner has a fiduciary duty of disclosure. Even if the general partner had a fiduciary duty of disclosure, if the general partner failed to disclose material information in connection with the request, the limited partner cannot recover compensatory damages without proving reliance and causation. View "Dohmen v. Goodman" on Justia Law

After the tax court determined that petitioners failed to report approximately $41.2 million of compensation income that they realized when certain restricted stockholdings that they owned became substantially vested in January 2004, the tax court upheld the Commissioner's decision to impose accuracy-related penalties for negligence and substantial understatement of tax liability, and denied petitioners' post-trial attempt to offset their underreported income with various net operating loss carrybacks.The Fourth Circuit affirmed the tax court, holding that the tax court did not err in holding that petitioners each realized and were required to report $45.7 million of taxable income when their UMLIC S-Corp. stock substantially vested in taxable year 2004. In this case, even if the Surrender Transactions could somehow be seen as rescinding petitioners' employment and compensation agreements with UMLIC S-Corp., the court agreed with the tax court's conclusion that those transactions were totally devoid of economic substance and must be disregarded for federal income tax purposes. The court also held that the tax court did not err in upholding the accuracy-related penalties imposed by the Commissioner. Finally, the court rejected petitioner's claim that the tax court erred in refusing to consider their net operating losses (NOL) carryback claim during post-trial computation proceedings conducted pursuant to Tax Court Rule 155. View "Estate of Arthur E. Kechijian v. Commissioner" on Justia Law

In 2015, the Government filed a civil action against Neldon Johnson, Gregory Shepard, and Johnson’s three companies: RaPower-3 LLC (“RaPower”), International Automated Systems, Inc. (“IAS”), and LTB1, LLC (“LTB”) (collectively, Defendants). The Government alleged Defendants promoted an abusive tax scheme. Following a bench trial, the district court found for the Government, enjoined the Defendants from further promoting their scheme, and ordered disgorgement of ill-gotten gains. In 2018, the district court appointed a receiver (Appellee) to take control of Defendants' assets and to investigate whether their affiliated entities possessed proceeds from the illicit tax scheme. On the Receiver’s recommendation, the court added 13 nonparty affiliated entities to the Receivership. Six of the added entities (“Appellant Entities”) appeals, arguing the district court included them in the Receivership without providing sufficient due process. Finding the "Receivership Expansion Order" was not immediately appealable because the Appellant Entities did not show the order was final, the Tenth Circuit dismissed the appeal for lack of jurisdiction. View "United States v. RaPower-3" on Justia Law

Warren, a manufacturer of unitary electric (UE) heaters for HVAC systems, filed suit against its competitor, Tutco and against a Nationally Recognized Testing Laboratory (NRTL), UL. Warren's claims are based on its allegations that, UL certified Tutco's UE heaters as compliant, even though the heaters are not actually compliant. Warren sought damages and injunctive relief under the Lanham Act for false advertising and contributory false advertising, damages under the common law of unfair competition, and declaratory and injunctive relief under the Florida Deceptive and Unfair Trade Practices Act (FDUTPA).The Second Circuit affirmed the district court's grant of Tutco's and UL's joint motion to dismiss. In this case, Warren calls UL's authorization to Tutco to use UL's mark, and Tutco's advertisements to that effect, "misrepresentations," but it really means nothing more than (by its lights) a "misinterpretation" of UL 1995. However, it does not follow, that even a misinterpretation of UL 1995 is a falsity -- or a "deceptive act" within the meaning of the Lanham Act -- rather than a matter of opinion, provided it was made in good faith and in accordance with OSHA's criteria for independence, procedural regularity, etc. The court held that, because all of Warren's claims against UL and Tutco are based upon the same allegation of falsity, they fail for want of a misrepresentation or a deceptive act. View "Warren Technology, Inc. v. UL LLC" on Justia Law

This case case arising out of the breakup of a limited partnership created to produce and market a new cement product the Supreme Court reversed in part the judgment of the court of appeals largely affirming the judgment of the trial court in favor of the limited partnership and a technology-supplying partner, holding that Plaintiffs failed to present legally sufficient evidence of damages and that the technology-supplying partner was not entitled to a permanent injunction for misappropriation of trade secrets.The partnership, its general partner, and the limited partner that supplied the cement-making technology sued the limited partners responsible for funding, the general manager of the partnership, and the companies that foreclosed on and purchased the partnership's assets. Defendants asserted counterclaims. The court of appeals largely affirmed. The Supreme Court reversed in part and affirmed in part, holding (1) the damage awards were not supported by legally sufficient evidence; (2) the technology-supplying partner was not entitled to a permanent injunction for misappropriation of trade secrets; and (3) the company that purchased the partnership's assets and promissory note did not prove it was entitled to judgment as a matter of law on its counterclaim for the partnership's failure to pay a deficiency balance on the note. View "Pike v. Texas EMC Management, LLC" on Justia Law

Inline filed suit against its competitor, Graphic, alleging antitrust and tortious interference claims related to the susceptor-packaging market. The Eighth Circuit affirmed the district court's grant of summary judgment in favor of Graphic, holding that the district court did not err concluding that there was no genuine dispute of material fact regarding whether Graphic fraudulently procured patents on packaging concepts and designs through false claims of inventorship of the asserted patents and fraudulently concealed prior sales of drawing sample sleeves. In this case, Inline cannot establish that Graphic committed knowing and willful fraud and thus his monopolization claim under 15 U.S.C. 2 failed. Because Inline did not evidence fraud related to Graphic's procurement of the asserted patents and its prior sales of drawing sample sleeves 50019D/F, it has not established why the same set of facts and evidence would render Graphic's patent-infringement litigation objectively baseless. Therefore, the court affirmed the district court's dismissal of the sham-litigation claim.The court affirmed the district court's dismissal of the discount-bundling claim because Inline failed to show that Graphic held sufficient monopoly or market power, and the district court adequately assessed the record and did not abuse its discretion in dismissing Inline's economic expert's untimely market opinion. Finally, the court held that the district court did not abuse its discretion in rejecting Inline's exclusive dealing claim and tortious interference claim. View "Inline Packaging, LLC v. Graphic Packaging International, LLC" on Justia Law