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In 2012, Khalil Laleh brought a forcible entry and detainer action against his brother, Ali Laleh. The litigation later grew so unwieldy that the trial court appointed Gary Johnson as an accounting expert (and later as a special master) to resolve the feuding brothers’ complex accounting claims. The Laleh brothers signed an engagement agreement with Gary C. Johnson and Associates, LLC, setting forth the scope of Johnson’s services and payment. Johnson commenced work, but before he completed his accounting reports for the trial court, the brothers settled their case and the court dismissed the suit. Johnson later informed the trial court that Khalil and Ali refused to pay both his outstanding fees and his costs incurred post-settlement in attempting to collect the outstanding fees. Following a hearing, the trial court issued an order ruling that Johnson’s fees were reasonable, and that he was entitled to the post-settlement costs he incurred in trying to collect his outstanding fees. In reaching the latter conclusion, the trial court relied on language in the engagement agreement stating that the Lalehs “are jointly and severally responsible for the timely and complete payment of all fees and expenses” to Johnson. The Colorado Supreme Court concluded that a separate provision of the engagement agreement authorized the award of the disputed post-settlement collection costs. View "Laleh v. Johnson" on Justia Law

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Plaintiff, a stockholder of Kaazing Corporation (Defendant), filed this 8 Del. C. 220 action seeking to inspect certain books and records of Defendant. Plaintiff argued that his proper purposes seeking inspection of twenty-six categories of documents were to value his membership interest in Defendant and the investigation of mismanagement, waste or wrongdoing. The Court of Chancery held (1) Plaintiff adequately demonstrated a credible basis to suspect wrongdoing that justified further investigation into mismanagement, and therefore, Plaintiff demonstrated proper purposes; and (2) Plaintiff was entitled to inspect some, but not all, of the books and records he sought. View "Mehta v. Kaazing Corp." on Justia Law

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The Court of Chancery dismissed a case brought by Plaintiff, a stockholder in The Fresh Market, alleging a breach of fiduciary duty by the Market’s directors and that Brett Berry, a former CEO and former vice chairman of the company’s board, aided and abetted that breach of fiduciary duty. The Market was acquired by an entity controlled by a private equity firm, and the founder of the Market rolled his equity ownership in the Market into the acquirer as part of the deal. The court held that because there was no coercion applied to the fully informed vote of the common stockholders ratifying the decision of the directors that the merger was in the stockholders’ best interest and the vote was adequately informed so as to serve as a ratification of the board’s decision, the matter must be dismissed. View "Morrison v. Berry" on Justia Law

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Jimmy Nation, Oliver McCollum, James Pickle, James Nation, Micah Nation, and Benjamin Chemeel II (collectively referred to as "the defendants") appealed the circuit court's denial of their motion to compel arbitration of a breach-of-contract claim filed against them by the Lydmar Revocable Trust ("Lydmar"). Lydmar owned a 75% membership interest in Aldwych, LLC. In 2008, Lydmar and the defendants entered into an agreement pursuant to which Lydmar agreed to sell its membership interest in Aldwych, LLC, to the defendants. The defendants paid Lydmar a portion of the agreed price at the time the agreement was executed and simultaneously executed two promissory notes for the balance of the purchase price. By 2014, Lydmar sued defendants for breach of contract for failing to make the required payments. At the request of the parties, the circuit court delayed setting the matter for a bench trial until they had an opportunity to resolve the case without a trial. The parties' attempts failed. Thereafter, defendants filed a motion to compel arbitration of Lydmar's breach-of-contract claim. Lydmar did not file a response to the defendants' motion to compel arbitration. After review, the Alabama Supreme Court reversed, finding defendants submitted evidence showing that Lydmar signed a contract agreeing that all disputes between them related to the defendants' purchase of Lydmar's membership interest in Aldwych would be settled in arbitration and that the contract evidenced a transaction affecting interstate commerce. Lydmar did not refute that evidence, nor did it establish that the defendants waived their right to rely on those arbitration provisions. Therefore, the circuit court erred by returning the case to its active docket and effectively denying the defendants' motion to compel arbitration. View "Nation et al. v. Lydmar Revocable Trust" on Justia Law

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Defendants Steve George and Real Estate Portfolio Management, LLC (REPM) appealed a trial court’s order granting the motion of plaintiffs Angelica Lynn and Angel Lynn Realty, Inc. (ALR) to disqualify counsel. George and REPM were represented by attorney Kevin Spainhour and his law firm, Spainhour Law Group (SLG), who were the subjects of the motion to disqualify. Spainhour represented George for over 15 years and REPM for several years. Lynn and ALR alleged in their complaint that they had formed a partnership with George and REPM for buying and selling real property. Lynn and ALR moved to disqualify Spainhour and SLG on the ground they had represented the alleged partnership and had provided Lynn legal advice relating to a proposed sale transaction. Alternatively, Lynn and ALR asserted they had a confidential non-client relationship with Spainhour and SLG. The trial court expressly found that neither Spainhour nor SLG had represented Lynn or ALR in their individual capacities, nevertheless, the court found there had been a confidential non-client relationship between Lynn and ALR, on the one hand, and Spainhour and SLG, on the other, and a “potential attorney-client relationship with the alleged partnership.” Based on those findings, the court granted the motion to disqualify. The Court of Appeal reversed, finding the evidence did not support the trial court’s finding of a confidential non-client relationship. View "Lynn v. George" on Justia Law

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Aspen American Insurance sued, claiming that the roof of a Michigan warehouse owned by Interstate had collapsed, causing the destruction of goods owned by Aspen’s insured, Eastern Fish. The complaint alleged that Interstate “maintain[s] a facility in or near Chicago.” Interstate acknowledged that it owns a warehouse in Joliet, Illinois. Interstate, an Indiana corporation, unsuccessfully moved to dismiss the complaint for lack of personal jurisdiction. The appellate court affirmed. The Illinois Supreme Court reversed. Aspen did not show that Interstate’s contacts with Illinois render it at home in that state under subsection (c) of the long-arm statute, 735 ILCS 5/2-209. While a foreign corporation must register with the Secretary of State and appoint an agent to accept service of process in order to conduct business in Illinois, absent any language to the contrary, the fact that a foreign corporation has registered to do business does not mean that the corporation has waived due process limitations on the exercise of personal jurisdiction, including with respect to cases that are completely unrelated to the corporation’s activities in Illinois. View "Aspen American Insurance Co. v. Interstate Warehouseing, Inc." on Justia Law

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Doug Miller and his son signed a broad noncompetition agreement when Doug sold his fuel-additives business, E.T., in 2011. Doug sold his other company, Petroleum Solutions, to Kuhns about a year later. E.T.’s new owners sued the Millers for breaching the noncompete by providing assistance to Kuhns as he learned the Petroleum Solutions business. The Millers claimed the noncompete was overbroad and unenforceable and that their assistance to Kuhns came at a time when Petroleum Solutions was E.T.’s distributor, not its competitor. When E.T. severed its relationship with Petroleum Solutions in 2012, Doug told Kuhns that the noncompetition agreement prevented further help and ceased assisting him. On summary judgment, the district judge held that the noncompetition agreement was enforceable but the Millers did not breach it. The Seventh Circuit affirmed, agreeing that the contract was not overbroad, but that the Millers did not breach it. A company’s distributor is not its competitor, so the Millers’ assistance to Kuhns in 2012 was "fair game." The contract, read reasonably, did not require Doug to break his preexisting lease with Kuhns. View "E.T. Products, LLC v. D.E. Miller Holdings, Inc." on Justia Law

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The New Mexico Supreme Court consolidated two separate appeals of a final order of the New Mexico Public Regulation Commission (PRC) that granted a taxicab certificate to Q Cab, LLC for new taxicab service in Albuquerque. Two preexisting taxicab companies, Albuquerque Cab Company (Albuquerque Cab) and Yellow-Checker Cab Company (Yellow Cab) wanted the New Mexico Supreme Court to interpret the Motor Carrier Act, NMSA 1978, section 65-2A-1 to -41 (2003, as amended through 2017), because the Act had been recently amended, creating separate designations for “municipal” and “general” taxicab services, and added a definition of fitness which a candidate taxicab company must show, and the PRC must find, before an applicant may operate. The two preexisting companies sought a declaration with respect to their ability to protest new taxicab applications. The PRC determined Q Cab was fit to operate. The Supreme Court, after review, determined Albuquerque Cab and Yellow Cab were not statutorily protected from competing applicants; Albuquerque Cab and Yellow Cab both failed to demonstrate their respective businesses would be impaired; and that the PRC’s determination that Q Cab was fit to operated was supported by substantial evidence and was within the agency’s discretion. The Supreme Court affirmed the PRC’s final order. View "Albuquerque Cab Company, Inc. v. New Mexico Public Regulation Comm'n" on Justia Law

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BikerGear filed suit against FedEx, accusing FedEx of fraudulently marking up the weights of packages shipped by BikerGear and overcharging BikerGear for Canadian customers, in violation of the Interstate Commerce Commission Termination Act of 1995 (ICCTA), 49 U.S.C. 13708(b), and the Racketeer Influenced and Corrupt Organizations Act (RICO), 18 U.S.C. 1962(c). The Second Circuit affirmed the district court's dismissal of the ICCTA claim on the pleadings, and the district court's grant of summary judgment for FedEx and dismissal of BikerGear's substantive RICO claims. The court held that (1) Section 13708 of the ICCTA requires shipping documents to truthfully disclose the charges that a motor carrier in fact assesses, and prohibits a motor carrier from stating it will charge one amount when in reality it charges another; and (2) where, as here, the RICO persons and the RICO enterprise were corporate parents and wholly‐owned subsidiaries that "operate within a unified corporate structure" and were "guided by a single corporate consciousness," the mere fact of separate incorporation, without more, did not satisfy RICO's distinctness requirement under Section 1962(c). View "U1IT4Less Inc. v. FedEx Corp." on Justia Law

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Defendant Shingle Springs Band of Miwok Indians (the Tribe) appealed a judgment after trial in favor of plaintiff Sharp Image Gaming, Inc. (Sharp Image), in plaintiff’s breach of contract action stemming from a deal to develop a casino on the Tribe’s land. On appeal, the Tribe argued: (1) the trial court lacked subject matter jurisdiction because Sharp Image’s action in state court was preempted by the Indian Gaming Regulatory Act (IGRA); (2) the trial court erred in failing to defer to the National Indian Gaming Commission’s (NIGC) determination that the disputed Equipment Lease Agreement (ELA) and a promissory note (the Note) were management contracts requiring the NIGC’s approval; (3) Sharp Image’s claims were barred by the Tribe’s sovereign immunity; (4) the trial court erred in denying the Tribe’s motion for summary judgment; (5) the jury’s finding that the ELA was an enforceable contract was inconsistent with its finding that the ELA left essential terms for future determination; and (6) substantial evidence does not support the jury’s verdict on the Note. After the parties completed briefing in this case, the United States was granted permission to submit an amicus curiae brief in partial support of the Tribe on the questions of preemption and lack of subject matter jurisdiction. The Court of Appeal concluded IGRA preempted state contract actions based on unapproved “management contracts” and “collateral agreements to management contracts” as such agreements are defined in the IGRA regulatory scheme. Thus, the trial court erred by failing to determine whether the ELA and the Note were agreements subject to IGRA regulation, a necessary determination related to the question of preemption and the court’s subject matter jurisdiction. Furthermore, the Court concluded the ELA was a management contract and the Note was a collateral agreement to a management contract subject to IGRA regulation. Because these agreements were never approved by the NIGC Chairman as required by the IGRA and were thus void, Sharp Image’s action was preempted by IGRA. Consequently, the trial court did not have subject matter jurisdiction. View "Sharp Image Gaming v. Shingle Springs Band of Miwok Indians" on Justia Law