Justia Business Law Opinion Summaries

Symetra appealed a jury verdict in favor of FinServ and A.M.Y. in an action involving structured settlement payments Symetra owed to two individuals. Both payments were subject to security interests held by FinServ and A.M.Y. in all of Rapid and RSL-3B's then-owned and after-acquired property.The Fifth Circuit held that filing a financing statement does not provide actual notice. Without an inquiry duty, the court held that Symetra's failure to find the financing statement was not "actual notice." Because the facts presented did not support the conclusion of actual notice, the court held that the district court should have granted judgment in favor of Symetra as a matter of law, since Symetra did not receive notice that the payments were assigned to FinServ and A.M.Y. until 2012, after its offset rights accrued. Therefore, Symetra's defenses were not subordinated to the security interests held by FinServ and A.M.Y. Accordingly, the court reversed and remanded, rendering judgment as a matter of law to Symetra. View "FinServ Casualty Corp. v. Symetra Life Insurance Co." on Justia Law

Rocky Mountain Steel Foundations, Inc. appealed an amended judgment ordering Mitchell’s Oil Field Services, Inc. and Travelers Casualty and Surety Company of America (collectively “Mitchell’s”) to pay Rocky Mountain attorney’s fees. Rocky Mountain argued the district court erred by failing to award it all of the attorney’s fees it requested. The North Dakota Supreme Court affirmed the portion of the judgment awarding Rocky Mountain attorney’s fees incurred before the prior appeal, but reversed the portion of the judgment denying the attorney’s fees Rocky Mountain requested for the prior appeal and on remand. The matter was remanded for the trial court to properly determine a reasonable amount of attorney’s fees. View "Rocky Mountain Steel Foundations. v. Brockett Co., et al." on Justia Law

Yama Seiki, a California manufacturer of machine tools, sent PMT, a Wisconsin corporation, an exclusive letter of dealership, requiring sales of $1,000,000 or 15 machines in a year and stocking one machine on PMT’s showroom floor. PMT rejected the letter, believing it could not reach the sales requirements. Weeks later, PMT offered to take stock of two machines in exchange for an exclusive-dealer agreement. PMT responded with an application for dealership status and a proposal to negotiate further. Wang, a Yama Seiki manager with whom PMT had negotiated, did not address the offer but responded that he was “not sure if you are aware that you are in ‘exclusive’ status.” PMT never took stock of any machines, but it facilitated sales by soliciting customers, negotiating prices, and connecting customers with Yama Seiki,j who paid Yama Seiki under its usual sales terms. PMT was responsible for installation and warranty work. In 2015-2018, PMT derived 74% of its profits from Yama Seiki sales. More than a year after Wang's “exclusive status” statement, PMT discovered that others were selling Yama Seiki machines in Wisconsin. PMT sued, alleging violations of Wisconsin’s Fair Dealership Law. The Seventh Circuit affirmed summary judgment for Yama Seiki. PMT failed to show that it had any dealership agreement with Yama Seiki, much less an exclusive one. PMT never stocked any of its products, collected money for sales, or made more than de minimis use of Yama Seiki’s logos. View "PMT Machinery Sales, Inc. v. Yama Seiki USA, Inc." on Justia Law

After a bench trial, a trial court issued a judgment and order which held, among other things, that Wright & Morrissey owed J & K Tile Co. $42,000 plus interest under a Memorandum of Understanding (MOU) between the parties, and that Wright & Morrissey unlawfully withheld J & K Tile Co.’s retainage check in violation of the Vermont Prompt Pay Act. Following this decision a few months later, the court further held that each party was the prevailing party in a portion of the litigation and should be awarded attorney’s fees regarding that portion. Wright & Morrissey appealed, and J & K Tile Co. cross-appealed. With regard to the retainage, the Vermont Supreme Court determined the trial court did not err. However, with respect to the prevailing party issue, the Supreme Court determined “a fee award should not be apportioned among claims that arise from a common core of facts.” Although not all of the evidence was relevant to all the claims, all the evidence, and all the theories of liability, related to the same common core of facts. J & K Tile Co. itself treated the claims as arising from a common core of facts, as evidenced by their combining the failure-to-mediate and breach-of-contract allegations into a single count. The Supreme Court concluded the trial court should have determined who was the substantially prevailing party as a whole, considering all the claims together. Accordingly, it reversed the order regarding attorney’s fees and remanded the matter to the trial court for further proceedings. View "J & K Tile Company" on Justia Law

In this case concerning the legal relationship between the commercial custodian of three nondiscretionary IRAs and a named beneficiary of those accounts the Supreme Judicial Court reversed in part the decision of the superior court judge allowing UBS Financial Services, Inc.'s (UBS) motion for judgment on the pleadings as to all of Donna Aliberti's claims, holding that the facts alleged stated a claim that UBS's conduct violated Mass. Gen. Laws ch. 93A, 9 (chapter 93A).Following the death of the IRAs' original account holder this dispute arose between Aliberti, a named IRA beneficiary, and UBS, as IRA custodian. Aliberti asserted claims of breach of contract, breach of fiduciary duty, violation of chapter 93A, and intentional infliction of emotional distress. The superior court judge allowed UBS's motion for judgment on the pleadings as to all claims. The Supreme Judicial Court reversed in part, holding (1) there was no plausible claim for breach of fiduciary duty because the custodian of a nondiscretionary IRA does not generally owe a fiduciary duty to a named beneficiary of that IRA; and (2) the interactions between the commercial custodian of a nondiscretionary IRA and a named beneficiary of that IRA occur in a business context within the meaning of chapter 93A, and the alleged injurious conduct of UBS plausibly constituted a chapter 93A violation. View "UBS Financial Services, Inc. v. Aliberti" on Justia Law

The Supreme Court of Texas answered two certified questions, holding that the time for determining the existence and amount of unpaid commission due under Tex. Bus. & Com. Code section 54.001(1) is the time the jury or trial court determines the liability of the defendant, whether at trial or through another dispositive trial-court process such as a summary judgment; and that a plaintiff may recover attorney's fees and costs under section 54.004(2) even if the plaintiff does not receive treble damages, if the factfinder determines that the fees and costs were reasonably incurred under the circumstances.The Fifth Circuit held that CPTS was not entitled to treble damages, and the district court was thus correct to grant summary judgment to Horsburgh on the treble damages claim. In this case, there were no unpaid commissions due at the time of judgment, because Horsburgh had already paid all of its outstanding commissions, plus interest. The court also held that CPTS was eligible for attorney's fees simply by virtue of Horsburgh's breach. Therefore, the district court correctly concluded that CPTS was not entitled to treble damages, but erred by granting summary judgment to Horsburgh without awarding CPTS reasonable attorney's fees and costs. Accordingly, the court affirmed in part, vacated in part, and remanded for further proceedings. View "JCB, Inc. v. The Horsburgh & Scott Co." on Justia Law

In this case concerning the "beneficial owner" of Alderney Investments, LLC after Rudolf Skowronski, who controlled the company, disappeared, the Supreme Court affirmed the judgment of the district court entering judgment in favor of Edyta Skowronska, holding that sufficient evidence supported the jury's finding that Edyta and two of her minor children were ninety percent beneficial owners of Alderney.After Rudolf disappeared, conflicting purported transfers of interest in Alderney, a Wyoming limited liability company, led to disputes over the beneficial owner of the company. Management Nominees, Inc. (MNI-Belize) and Alderney (collectively, Appellants) claimed that Rudolf's brother-in-law was the beneficial owner and that MNI-Belize was its sole member. The jury reached a verdict in favor of Edyta, Rudolf's wife. The Supreme Court affirmed, holding (1) sufficient evidence supported the jury's conclusion that Edyta and two of her children were the beneficial owners of ninety percent of Alderney; (2) the district court did not err in declining to enter judgment as a matter of law that MNI-Belize is the sole member of Alderney; and (3) the district court did not err in declining to enter judgment as a matter of law that Edyta was disqualified from participating in Alderney's management. View "Management Nominees, Inc. v. Skowronska" on Justia Law

For nearly 30 years, Chicago Studio operated the only film studio in Chicago. In 2010, Cinespace opened a new studio. Cinespace rapidly expanded its studio to include 26 more stages and 24 times more floor space than Chicago Studio’s facility. Chicago Studio subsequently failed to attract business and stopped making a profit. Chicago Studio sued the Illinois Department of Commerce and Economic Opportunity, Illinois Film Office, and Steinberg (state actors responsible for promoting the Illinois film industry), alleging that the Defendants unlawfully steered state incentives and business to Cinespace in violation of the Sherman Act and equal protection and due process protections. The Seventh Circuit affirmed the rejection of those claims. The Sherman Act claim was properly dismissed because Chicago Studio failed to adequately plead an antitrust injury but merely alleged injuries to Chicago Studio, not to competition. The complaint does not plausibly allege that Defendants conspired to monopolize or attempted to monopolize the Chicago market for operating film studios. The district court properly granted summary judgment on the equal protection claim. Chicago Studio and Cinespace are not similarly situated, and there was a rational basis for Steinberg’s conduct. Cinespace consistently reached out to Steinberg for marketing support; Chicago Studio rarely did and it was rational for Steinberg to promote the studios based on production needs. View "Chicago Studio Rental, Inc. v. Illinois Department of Commerce & Economic Opportunity" on Justia Law

Plaintiffs challenged the Board of Optometry's denial of an application for a statement of licensure submitted by Rudick, a licensed optometrist (Business and Professions Code section 3041.2), Rudick is a 49% owner of Ridge, a medical corporation, and works at one of Ridge’s four locations. Ridge employs both ophthalmologists and optometrists at each location. The Board denied Rudick’s application, stating: “you list yourself as the principal employer at the location ... you state that you are 49% shareholder in the business. Per BPC 3077 you need to submit a Branch Office License application if you have a financial interest in that location.” The trial court denied the petition, finding that the Board properly determined Rudick must comply with the branch office licensing requirements for his practice at Ridge’s Magalia office since his principal place of practice was in Paradise. The court of appeal affirmed, upholding the Board’s decision that Rudick must obtain a branch office license for each Ridge location aside from his principal place of practice; for purposes of section 3077, “office” means any place where optometry is practiced notwithstanding the fact that ophthalmology is also practiced at the location, or that the practicing optometrist is merely a minority owner of the medical corporation where he is practicing. View "Rudick v. State Board of Optometry" on Justia Law

A challenge to the timeliness of a partnership proceeding must be raised in the partnership proceeding itself and that failure to do so results in a forfeiture of the argument. The Ninth Circuit affirmed the tax court's dismissal of taxpayers' petition challenging adjustments to a Final Partnership Administrative Adjustment (FPAA) involving taxpayers' partnership. In an earlier appeal, the panel upheld the validity of the partnership proceeding and the adjustments made therein. The panel held that taxpayer's challenges in this case essentially amounted to a collateral attack on the partnership proceeding. In this case, the taxpayers had an opportunity to challenge the FPAA during the partnership proceeding, but elected not to do so. View "Bedrosian v. Commissioner" on Justia Law