Justia Business Law Opinion Summaries

InComm Financial Services issued pre-paid debit and credit cards under the “Vanilla VISA” brand to cardholders who use the cards to buy goods and services. Global Payments, Inc. was a financial data payment processor. Thieves purchased Vanilla VISA pre-paid debit and credit cards and used them to buy goods and services. Then, using certain merchants that were not the merchants who originally sold the goods and services, the thieves initiated counterfeit electronic “reversal transactions” – basically requests for refunds on behalf of the cardholders. Upon receiving the reversal transaction data from the merchants, Global relayed the data to the VISA network. The VISA network then submitted the reversal transaction data to InComm. InComm received the data, posted the reversal transactions to the cardholder accounts, and then issued credits to the merchants who, in turn, passed the credits on to the thieves holding the Vanilla VISA cards. The thieves then converted those credits (in excess of $1.5 million made over 3,600 transactions) to their use. InComm did not allege that Global participated in creating the counterfeit reversal transactions. InComm asserted that Global was liable for the losses InComm suffered as a consequence of those transactions because Global negligently supplied to the VISA network the data created by the reversal merchants. In support of its claim, InComm asserted that Global, as a payment processor, “had a duty to exercise reasonable care in supplying the VISA Network and its participants with the transactions initiated by the Reversal Merchants.” The Court of Appeals reversed the trial court's order dismissing InComm's negligent misrepresentation claim against Global. Global's petition for certiorari review was granted, and the Georgia Supreme Court concluded that because the allegations of the complaint showed that Global merely transmitted data concerning debit and credit card transactions without representing that the transactions were legitimate, the Court of Appeals erred, and the Supreme Court therefore reversed. View "Global Payments, Inc. v. InComm Financial Services, Inc." on Justia Law

Plaintiff filed suit against defendant, alleging a common count claim for "money lent." The trial court found that plaintiff loaned defendant $874,708.44, which defendant never repaid. Defendant argued that the money came from entities controlled by plaintiff rather than from plaintiff himself.The Court of Appeal affirmed the trial court's judgment against defendant because defendant waived his defense of lack of capacity by failing to assert it at the earliest opportunity. The court also held that the trial court properly concluded that proof of an implied promise to repay was legally sufficient for plaintiff's common count claim. In this case, substantial evidence supported the trial court's finding that defendant made such an implied promise. Finally, defendant's statute of frauds argument is meritless. View "Rubinstein v. Fakheri" on Justia Law

Founding USM to acquire FCC licenses, Elkin contributed $750,000 and Norman $250,000. Norman acquired the licenses; his day-to-day involvement ended. In 1998, the FCC announced another auction. USM won several licenses, which Elkin transferred to TEG, another company that he owned; purportedly USM did not have sufficient funds. Elkin did not respond to Norman's inquiries. Some FCC notices listed USM as the winning bidder; others referred to TEG as the licenses' owner. Before 2002, without notifying Norman, Elkin caused USM to enter into a Shareholder Loan Agreement (SLA) to treat any amount Elkin contributed above his capital requirement as a loan. Elkin lent USM more than $600,000. In 2000-2001, USM sold licenses. Norman received federal income tax forms that declared USM had realized a capital gain. In 2000-2002, USM paid Elkin $615,026 from the sales proceeds. Norman received nothing. In 2002. Elkin admitted that licenses had been sold and that he had taken a distribution. Norman's 2004 Delaware "books and records" action was resolved in his favor in 2005. Norman sued, raising various tort and contract claims After two trials and a remand, the district court concluded that the limitations period for each of Norman’s claims was tolled during the Delaware Action and that Norman’s claim based on 2002 distributions was timely. Oer Third Circuit mandate, the court ruled in Normans' favor with respect to the execution of the SLA. For Norman’s other claims, including those based on 2001 distributions, the court held that Norman had at least inquiry notice beyond the limitations period. Elkin then argued that Norman was not entitled to tolling relating to the Delaware Action because he brought that suit in bad faith. The district court refused to consider new evidence. The Third Circuit affirmed, except with respect to Norman’s claim based on 2001 events. View "Norman v. Elkin" on Justia Law

The Supreme Court answered in this case in what situations a non-attorney who performs one or more of the various services that are associated with a real estate transaction is engaging in the unauthorized practice of law.The Unauthorized Practice of Law Committee transmitted three reports to the Supreme Court concluding that Respondents had engaged in the unauthorized practice of law by engaging in several aspects of residential real estate transactions that constitute the practice of law. The Supreme Court declined to adopt the Committee's recommendations in part and accepted them in part, holding (1) title insurance companies and their agencies do not engage in the unauthorized practice of law when they conduct a residential real estate closing, draft a residency affidavit, and draft a limited durable power of attorney when those activities are carried out in connection with the issuance of title insurance; (2) a title insurance company by conduct the examination of title for marketability only if a licensed attorney conducts the examination; and (3) drafting a deed constitutes the practice of law and that an attorney is required to either draft the deed or review it after its has been prepared. View "In re William E. Paplauskas, Jr." on Justia Law

Subcontractor Construction Drilling, Inc. (CDI) appealed a trial court’s judgment on the merits in its breach-of-contract claim against Engineers Construction, Inc. (ECI). CDI contended the trial court erred in: (1) holding that the terms of the parties’ subcontract required CDI to request a change order before it billed ECI for “drilling in obstructions” in excess of CDI’s bid price; (2) denying CDI’s motions to reopen the evidence and for a new trial; and (3) awarding ECI $234,320 in attorneys’ fees under the Prompt Payment Act. ECI cross-appealed, arguing the trial court improperly allowed CDI’s owner to offer opinion testimony absent a finding of reliability under Vermont Rule of Evidence 702 and maintaining that his testimony could not have met this standard in any event. Therefore, should the Vermont Supreme Court reverse the trial court’s denial of CDI’s breach-of-contract claim, ECI asserted the matter had to be remanded for a new trial without such testimony. The Court affirmed the trial court, and therefore did not reach the issue raised in ECI’s cross-appeal. View "Construction Drilling, Inc. v. Engineers Construction, Inc." on Justia Law

Under a 2008 consignment agreement, Eloquence would consign jewelry and loose diamonds to HCC for resale. HCC was to send a monthly sales report of each item sold. Upon receipt of that report, Eloquence would prepare an invoice setting forth the payment due from HCC. The Agreement required HCC to pay the invoices within 30 days and provided for a bi-annual reconciliation of the inventory of consigned goods. Following a reconciliation, two invoices dated November 10, 2009, identified “items reported as missing” from an HCC store: 16 pieces of jewelry ($64085). Eloquence gave HCC a five-month extension for payment. Delivery of consigned goods to HCC continued for seven years, totaling $616,633.30 in sales invoices. In 2017, Eloquence sued HCC and its general partners, asserting “breach of written agreement” and “open book account” by failing to pay the November 2009 invoices, in the total amount of $64,085 and that it “furnished to HCC, at its request, on an open book account, merchandise of the agreed value of $64,085.The court of appeal affirmed summary judgment. Eloquence’s breach of contract cause of action time-barred because the agreement contemplated a series of discrete transactions each evidenced by a separate invoice. The doctrine of continuous accrual applies; the statute of limitations expired in May 2014. There was no agreement by the parties to enter into an open book accountt. View "Eloquence Corp. v. Home Consignment Center" on Justia Law

CRST filed suit against TransAm, alleging that TransAm wrongfully recruited and hired several long-haul truck drivers who were under contract with CRST. The district court granted TransAm's motion for summary judgment and dismissed all of CRST's claims with prejudice.The Eighth Circuit held that the district court erred with respect to the causation element but did not err with respect to the existence of a valid contract element, and that the record contains sufficient evidence to support the intentional and improper interference element. The court also held that the district court erred in granting TransAm's motion for summary judgment on CRST's unjust enrichment claim. Finally, the court held that the district court did not abuse its discretion in finding the drivers were not indispensable parties. Accordingly, the court reversed and remanded the district court's order granting TransAm's motion for summary judgment and affirmed the district court's determination that the drivers are not indispensable parties to the proceedings. View "CRST Expedited, Inc. v. Transam Trucking, Inc." on Justia Law

The United States District Court for the District of South Carolina certified a question of law to the South Carolina Supreme Court. Plaintiff Johnny Thomerson alleged Defendants, the former owners of Lenco Marine (a manufacturer of boat products), failed to give him a three-percent ownership interest in Lenco that was promised to him as part of his compensation package. Plaintiff was hired by Lenco no later than May 2007. Defendant Samuel Mullinax was the CEO of Lenco and Defendant Richard DeVito was its president. Lenco was sold in December 2016 to Power Products, LLC. In his complaint, Plaintiff asserted claims against Defendants for: (1) breach of contract and the covenant of good faith and fair dealing; (2) promissory estoppel; (3) quantum meruit and unjust enrichment; (4) negligent misrepresentation; (5) constructive fraud; and (6) amounts due under the South Carolina Payment of Wages Act. Defendants moved for summary judgment, arguing the claims were time-barred. The federal court asked whether the three-year statute of limitations of S.C. Code Ann. 15-3-530 applied to claims for promissory estoppel. The Supreme Court took the opportunity to clarify state law in this regard, and held that the statute of limitations did not apply to promissory estoppel claims. View "Thomerson v. DeVito" on Justia Law

The First Circuit affirmed the judgment of the district court ruling against Paraflon Investments, Ltd. on its state-law misrepresentation claims against Fullbridge, Inc. and its principals, Peter Olson and Candice Olson, holding that there was no clear error in the district court's determinations.Fullbridge sought investments from Paraflon regarding a project involving the production of online training courses. After its investment deteriorated, Paraflon brought suit against Fullbridge and the Olsons in federal district court, alleging federal securities fraud claims and common law claims for, inter alia, negligent misrepresentation,and fraudulent misrepresentation. After the case was transferred to the District of Massachusetts the court ruled against Paraflon, finding that Fullbridge did not knowingly or intentionally make a false statement. Paraflon appealed, challenging the district court's disposition of the state-law misrepresentation claims. The First Circuit affirmed, holding (1) there was no clear error in the district court's determination that Fullbridge had a good faith belief that it had received a lucrative award from a third party related to the project; and (2) there was no clear error in the court's determination that Fullbridge's good-faith belief was objectively reasonable based on its experience with the third-party and what it knew at the time of Paraflon's investment. View "Paraflon Investments, Ltd. v. Fullbridge, Inc." on Justia Law

Hunt Strategic Utility Investment, L.L.C. (“Hunt”) owned a one-percent stake in Texas Transmission Holdings Corporation (“TTHC”), a utility holding company. The remaining ninety-nine percent was split equally between the Borealis entities (Borealis Power Holdings, Inc. and BPC Health Corporation, together, “Borealis”) and Cheyne Walk Investment PTE LTD (“Cheyne Walk”); neither Borealis nor Cheyne Walk owned a majority stake in TTHC, each owned 49.5%. TTHC wholly owned Texas Transmission Finco LLC, which wholly owned Texas Transmission Investment LLC (“TTI”). TTI in turn owned 19.75% of Oncor Electric Delivery Company LLC (“Oncor”). The remaining 80.25% of Oncor is held by Sempra Texas Holdings Corp. (“STH) and Sempra Texas Intermediate Holding Company, LLC (“STIH” and, together with STH, “Sempra”). This dispute involved a purported conflict between two separate contracts binding two discrete sets of parties who owned Oncor. Hunt’s sale of its one-percent stake is subject to the TTHC Shareholder Agreement (the “TTHC SA”), which gives Borealis and Cheyne Walk a right of first offer in the event that Hunt wishes to sell (the “ROFO”). But Sempra argued the sale was also subject to a separate contract - the Oncor Investor Rights Agreement (the “Oncor IRA”) - which provided Sempra with a right of first refusal (the “ROFR”) in the event Oncor LLC units were transferred. The Court of Chancery decided in Sempra’s favor, holding that Hunt’s sale of its 1% stake in TTHC was also a “transfer” of Oncor LLC units, as defined in the Oncor IRA. The court thus held Hunt’s proposed sale triggered Sempra’s ROFR, which preempted Borealis’s ROFO because the source of the ROFO was the TTHC SA, which itself stated that enforcement of the TTHC SA could not breach the Oncor IRA. After a de novo review of the language of both the TTHC SA and the Oncor IRA, the Delaware Supreme Court concluded the Oncor IRA, which, by its terms, restricted transfers by Oncor’s Minority Member (TTI) and not by Hunt, did not apply to Hunt’s sale of its interest in TTHC. The Court therefore reversed the judgment of the Court of Chancery. View "Borealis Power Holdings Inc. v. Hunt Strategic Utility Invesment" on Justia Law