Justia Business Law Opinion Summaries

In this longstanding dispute between attorney Gregory Jones and his former law firm, Mackey Price Thompson & Ostler, P.C. (MPTO), over the distribution of litigation proceeds the Supreme Court upheld the jury's $647,090 verdict on Jones's quantum meruit/unjust enrichment claims, holding that the district court did not abuse its discretion in admitting the testimony of Jones's expert witness.Jones claimed a right to some of the fees collected by MPTO in personal injury cases arising out of the use of the drug known as Fen-Phen. Jones asserted claims for fraudulent transfer, quantum merit/unjust enrichment, breach of fiduciary duty and sought an award of punitive damages and to impose a constructive trust on the funds held by MPTO. A jury ultimately entered a verdict against MPTO on a quantum meruit/unjust enrichment theory and dismissed or rejected Jones's remaining claims. After a trial, the district court concluded that the judgment extended to Mackey Price, LLC, an entity the court ruled was a successor in interest to MPTO. The Supreme Court reversed the dismissal of Jones's fraudulent transfer and punitive damages claims, the decision that a constructive trust was categorically unavailable, and the default determination that Mackey Price, LLC was a successor in interest to MPTO and otherwise affirmed the district court. View "Jones v. Mackey Price Thompson & Ostler" on Justia Law

The Town of Castle Rock, Colorado enacted a 7:00 p.m. curfew on commercial door-to-door solicitation. Aptive Environmental, LLC sold pest-control services through door-to-door solicitation and encouraged its salespeople to go door-to-door until dusk during the traditional business week. When Aptive came to Castle Rock in 2017, it struggled to sell its services as successfully as it had in other nearby markets. Blaming the Curfew, Aptive sued Castle Rock for violating its First Amendment rights and sought an injunction against the Curfew’s enforcement. After a bench trial, the district court permanently enjoined Castle Rock from enforcing the Curfew. Castle Rock appealed. After review, the Tenth Circuit concluded Castle Rock failed to demonstrate the Curfew advanced its substantial interests in a direct and material way. View "Aptive Environmental v. Town of Castle Rock" on Justia Law

The district courts dismissed two cases, concluding that faxes soliciting participation by the recipients in market research surveys in exchange for monetary payments are not advertisements within the meaning of the Telephone Consumer Protection Act, 47 U.S.C. 227 (b)(1)(C) (TCPA), which prohibits the transmission of unsolicited fax advertisements. In a consolidated appeal, the Third Circuit reversed.. Solicitations to buy products, goods, or services can be advertisements under the TCPA. The solicitations for participation in the surveys in exchange for $200.00 by one sender and $150.00 by the other sender were for services within the TCPA. An offer of payment in exchange for participation in a market survey is a commercial transaction, so a fax highlighting the availability of that transaction is an advertisement under the TCPA. View "Fischbein v. Olson Research Group Inc" on Justia Law

The Supreme Court affirmed the judgment of the circuit court on a jury verdict for Plaintiff on her claim that, as directors of the closely held Perma-Jack Company, Defendants breached their fiduciary duty to Plaintiff as a shareholder, holding that the circuit court did not abuse its discretion.Specifically, the Supreme Court held (1) with respect to Plaintiff's breach of fiduciary claim, because Plaintiff did not sue Perma-Jack itself for lost wages or reinstatement, Plaintiff's claim was not actually one for wrongful termination, as Defendants argued; (2) the circuit court did not err in finding that Defendants engaged in shareholder oppression and ordering Defendants to buy Plaintiff's Perma-Jack shares; and (3) the circuit court did not abuse its discretion in determining the fair value of Plaintiff's shares and in denying Plaintiff prejudgment interest and attorney's fees. View "Robinson v. Langenbach" on Justia Law

In June 2018, plaintiffs-respondents Suzanne Yang and Doc Yang Medical Corporation sued defendants-appellants Tenet Healthcare Inc. doing business as John F. Kennedy Memorial Hospital (the hospital), its medical staff, and individual doctors, alleging defamation and nine other causes of action. Defendants filed a special motion to strike (anti-SLAPP motion) targeting only the defamation cause of action. Dr. Yang alleged that since March 2016, defendants conspired to drive her practice out of business in various ways, including by making defamatory statements. Defendants’ anti-SLAPP motion contended that the statements were protected activity because they were made in connection with the hospital’s peer review process, and because they were made in furtherance of the exercise of the right of free speech in connection with a public issue or an issue of public interest. Defendants also contended that Dr. Yang could not demonstrate a probability of prevailing because she consented to the peer review process that the statements were purportedly in connection with, and because the statements were privileged. Applying the California Supreme Court's recent opinion in FilmOn.com Inc. v. DoubleVerify, Inc., 7 Cal.5th 133 (2019), and concluded defendants’ conduct arose from protected activity because their allegedly defamatory statements were made in connection with an issue of public interest. Furthermore, the Court concluded Dr. Yang did not demonstrate a probability of prevailing on the merits. The Court therefore reversed the trial court, which denied the anti-SLAPP motion. View "Yang v. Tenet Healthcare Inc." on Justia Law

Freelance bookkeeper Elizabeth Mulder perpetrated a nearly five-year fraud against her client, plaintiff Kurtz-Ahlers. Both Kurtz-Ahlers and Mulder coincidentally had their checking accounts at defendant Bank of America (the Bank). Mulder ran her scam through her account at the Bank. After discovering the fraud, Kurtz-Ahlers notified the Bank and made a claim for its losses. The Bank denied the claim and Kurtz-Ahlers sued the Bank for negligence. After a two-week jury trial, the trial court granted the Bank’s motion for nonsuit, essentially holding the Bank owed Kurtz-Ahlers no duty to investigate or monitor Mulder’s account. Finding no reversible error in that conclusion, the Court of Appeal affirmed. View "Kurtz-Ahlers, LLC v. Bank of America N.A." on Justia Law

Plaintiff Bourdeau Bros., Inc. was a Vermont company that sold agricultural supplies, feed, and chemicals. Defendants operated a dairy farm in Georgia, Vermont. In July 2016, plaintiff sued defendant Boissonneault Family Farm, Inc. (BBF) for amounts owed for grain delivered by plaintiff to the farm. Plaintiff subsequently amended its complaint to add Jay and Cathy Boissonneault as co-defendants. In their answer, defendants denied that Cathy Boissonneault or BBF had done business with Bourdeau Bros., Inc. Defendants moved to dismiss Cathy Boissonneault and BBF as defendants. The court denied the motion. In February 2018, defendants filed a counterclaim alleging that plaintiff owed defendants $16,000 for water plaintiff took from defendants’ pond. A two-day bench trial took place in March 2019. At the conclusion of the trial, the court dismissed plaintiff’s claims against Cathy Boissonneault. The court found that beginning in 2012, defendants Jay Boissonneault and BBF had an oral agreement with plaintiff to purchase grain. Each time plaintiff delivered grain, it presented an invoice to defendants. Defendants consistently paid the amounts indicated in the invoices until 2015, when defendants stopped paying. The court found that defendants owed plaintiff $27,564.97 for grain delivered in 2015, including interest of eighteen percent per year. The court denied plaintiff’s request for attorney’s fees despite language in the invoices stating that plaintiff would be entitled to such fees in the event of a collection action. As the prevailing party at trial, plaintiff appealed the trial court’s denial of its request for attorney’s fees, arguing that it was entitled to recover attorney’s fees based on a term contained in invoices that it provided to defendants each time it delivered grain. Plaintiff argued that under 9A V.S.A. 2-207, the term became part of the parties’ contract when defendants failed to object to it within a reasonable time. Defendants cross-appealed, arguing that the trial court improperly calculated damages and erred by dismissing their counterclaim and finding defendant Jay Boissonneault personally liable. The Vermont Supreme Court remanded for the trial court to reconsider whether plaintiff is entitled to attorney’s fees, but otherwise affirmed judgment. View "Bourdeau Bros., Inc. v. Boissonneault Family Farm, Inc. et al." on Justia Law

Yunnan New Ocean Aquatic Product Science and Technology Group Co., Ltd. and subsidiaries (YOK defendants) appealed a New Hampshire superior court order attaching funds held by High Liner Foods (USA), Inc. (High Liner USA), the trustee defendant. The YOK defendants argued the trial court erred by maintaining quasi in rem jurisdiction over the funds despite concluding that it lacked personal jurisdiction over them in the underlying action. In 2012, Fortune Laurel, LLC, a Massachusetts company, entered into contracts with the YOK defendants to broker the sale of fish processed by the YOK defendants to companies in the United States and Canada. One company was located in Massachusetts, (later acquired by a Canadian company, High Liner Foods, Inc. (Canada)). High Liner Canada rebranded its corporate acquisition High Liner Foods (USA) and moved to Portsmouth. High Liner USA solicited fish from High Liner Canada, which procured the fish from international sellers, including the YOK defendants. The YOK defendants shipped the fish to High Liner USA in Massachusetts or Virginia. Upon High Liner USA’s acceptance of the fish, the YOK defendants invoiced High Liner USA and the invoice was paid by High Liner Canada, which then invoiced High Liner USA. After the written contract between Fortune Laurel and the YOK defendants expired, the YOK defendants continued to use Fortune Laurel to broker its sales with High Liner USA until 2017, when “the YOK defendants decided to exclude [Fortune Laurel] from the relationship.” Fortune Laurel claimed that the YOK defendants failed to pay commissions in 2017, improperly caused High Liner Canada to revoke its access to High Liner’s online tracking system, sold it fish for resale in Massachusetts that failed to meet applicable standards, and made fraudulent insurance claims that have negatively affected its business. Fortune Laurel also filed a petition for an ex parte attachment of funds that High Liner USA owed YOK as payment for shipments. The trial court found that several of Fortune Laurel’s claims were “wholly unrelated” to New Hampshire and thus that “dismissal for lack of personal jurisdiction was appropriate.” Nonetheless, the trial court ruled that it could continue to exercise quasi in rem jurisdiction over the attached funds. The New Hampshire Supreme Court affirmed because the trial court’s limited exercise of jurisdiction over the attached funds comported with due process requirements. View "Fortune Laurel, LLC v. High Liner Foods (USA), Incorporated, Trustee" on Justia Law

Thomas Lockhart appealed an order finding him in contempt, imposing a sanction requiring the forfeiture of $300,000 to Douglas Arnold and Thomas Arnold, and divesting him of any management rights in Trident Resources, LLC. In 2013, Lockhart and the Arnolds entered into business capturing and compressing natural gas. The parties formed Trident Resources, with Lockhart owning a 70% interest and each of the Arnolds owning a 15% interest. Trident Resources owned two well processing units (WPUs), each purchased for $300,000. In 2015, the Arnolds initiated this action seeking reformation of the Trident Resources’ member control and operating agreement to clarify the parties’ respective ownership interests. Following a bench trial, the court ordered the entry of a judgment confirming Lockhart’s ownership of a 70% interest and each of the Arnold’s 15% ownership interest in Trident Resources. Before the entry of the judgment, Lockhart informed the Arnolds he had received an offer from Black Butte Resources to purchase one of the WPUs for $300,000. The Arnolds consented to the sale, provided the proceeds were deposited into their attorney’s trust account. When it appeared Lockhart had failed to deposit the funds into the trust account, the Arnolds filed a motion seeking to discover the location of the WPU and the sale proceeds. Before the hearing on the Arnolds’ motion, Lockhart deposited $100,000 into the account. The trial court ordered Lockhart to provide information regarding the WPU sold and the date the remaining $200,000 would be deposited. Lockhart eventually deposited $200,000 into the trust account and filed an affidavit stating Black Butte had purchased the WPU and the WPU had been transferred to Black Butte. Subsequent to Lockhart filing his affidavit, the Arnolds learned the WPU had not been sold to Black Butte for $300,000, but had instead been sold to another party for $500,000. The Arnolds filed a motion requesting the court to find Lockhart in contempt and for the imposition of appropriate sanctions. At the hearing on the motion, Lockhart conceded his affidavit was false and stipulated to the entry of a finding of contempt. On appeal, Lockhart argued the district court’s order improperly imposed a punitive sanction for his contempt. The North Dakota Supreme Court concluded the circumstances necessary for the imposition of a punitive sanction were not present prior to the imposition of the sanction in this case. The Court was left with an insufficient record to review the appropriateness of the imposition of a remedial sanction in the amount ordered by the trial court. reverse and remand this case to the district court for further findings in support of the sanction imposed for Lockhart’s contempt. The trial court judgment was reversed and the matter remanded for further findings. View "Arnold, et al. v. Trident Resources, et al." on Justia Law

Alton Johnson appealed a judgment denying his variance application. In the 1970s Johnson purchased land in Burlington, ND, and in 1973, opened an auto body shop. The auto body shop was zoned as a C-1 residential sometime after the shop was built. In 1989, a fire damaged the building. After building repairs in 1991, Johnson leased part of the property. Johnson began to use another location for his auto body business. In 2012, Johnson sold his business at the second location. Property owners neighboring the property raised concerns about the use of the property. In May 2013, the city attorney issued an opinion regarding the body shop, stating it “was a non-conforming use when the zoning ordinance was initially passed, so it was essentially ‘grandfathered in’” and when the auto body shop’s use was discontinued, and the current renters went into the building, the auto body shop was no longer “grandfathered in” and would need approval by the planning commission. Johnson operated the auto body shop at the location of the property at issue subsequent to the sale of the second location. In October 2013, Johnson moved for a temporary injunction and ex parte restraining order to allow him to continue to use his auto body shop, which was granted by the district court. In October 2016, Johnson requested a variance from the City. When it was denied, he appealed, arguing the City’s findings were arbitrary, capricious, unreasonable, and not supported by substantial evidence. The North Dakota Supreme Court concluded after review it was not arbitrary, capricious, or unreasonable for the City to deny Johnson’s variance application and there was substantial evidence to support the City’s decision. Accordingly, the Court affirmed judgment. View "Johnson v. City of Burlington" on Justia Law