Justia Business Law Opinion Summaries
7222 Ambassador Road, LLC v. National Center on Institutions & Alternatives, Inc.
The Court of Appeals dismissed this appeal concerning compliance with the law governing Maryland LLCs, holding that this appeal was not properly before the Court. Petitioner 7222 Ambassador Road, LLC initiated this action against Respondent National Center for Institutions and Alternatives, Inc. Respondent prevailed in the circuit court and the court of special appeals. Before Petitioner filed a petition for certiorari with the Court of Appeals it forfeited its right to do business in Maryland and failed to reverse that forfeiture. Respondent filed a motion to dismiss the appeal based on the forfeiture. The Court of Appeals granted the motion to dismiss, holding that, as a result of Petitioner's forfeiture of its right to do business in Maryland, it lost the ability to prosecute this action during the period of forfeiture, including the filing of a timely petition for a writ of certiorari. View "7222 Ambassador Road, LLC v. National Center on Institutions & Alternatives, Inc." on Justia Law
United States v. Doe Co.
This case arose from a federal grand jury investigation of the acquisition of one company by another company. The grand jury issued two indictments and subpoenas to a third company, Doe Company ("the Company"), and to Pat Roe, a former officer at the acquired company and a current partner at the Company. The Company appealed the district court's denial of the Company's motion to quash and order of compliance by both the Company and by Pat Roe. After the Company declined to produce the documents, the district court held the Company in contempt. The Ninth Circuit held that it lacked appellate jurisdiction to review the district court's enforcement order directed to Roe. The panel clarified under Perlman v. United States, 247 U.S. 7 (1918), that in seeking interlocutory review of a court order enforcing a grand jury subpoena, an appellant must assert a claim of evidentiary privilege or some other legal claim specifically protecting against disclosure to the grand jury. Because the Company makes no such claim, the panel held that it did not have jurisdiction under Perlman and dismissed in part. After determining that it had jurisdiction to review the district court's enforcement orders directed to the Company and holding the Company in contempt, the panel held that, taken together, the district court's findings adequately support its determination that it had in personam jurisdiction over the Company. Furthermore, service of process on the Company was proper where it was fair, reasonable, and just to imply the authority of the General Counsel to receive service on behalf of the Company. Accordingly, the panel affirmed in part. View "United States v. Doe Co." on Justia Law
Carter v. Pulte Home Corp.
Pulte, a residential developer, was sued for construction defects by the owners of 38 homes. Many subcontractors worked on the projects, under contracts requiring each subcontractor to indemnify Pulte and to name it as an additional insured on the subcontractor’s commercial general liability insurance. Pulte cross-complained against subcontractors who worked on the homes. Travelers, the insurer for four subcontractors, provided a defense. The “Blanket Additional Insured Endorsements” to Travelers’s named insureds’ policies stated that the “person or organization is only an additional insured with respect to liability caused by ‘your work’ for that additional insured. Travelers filed a complaint in intervention against the insurers for seven subcontractors (respondents), who declined to provide a defense, seeking equitable subrogation. Pulte settled the homeowners’ claims and its claims against all the subcontractors. The court concluded that it “would not be just” to find respondents jointly and severally liable for the costs Travelers sought to recover. There was considerable variation in the number of homes each respondent worked on. The homeowners’ complaints did not indicate which subcontractor worked on which home, and no evidence was presented as to whether the work of any subcontractor was defective. The court of appeal affirmed. Pulte was entitled to indemnity and defense from each respondent only with respect to its own scope of work. Travelers was "not seeking to stand in Pulte’s shoes. It is seeking to stand in a different, more advantageous" shoes. View "Carter v. Pulte Home Corp." on Justia Law
McCormick, et al. v. Fredericks
Terrance Fredericks appealed a district court judgment ordering him to pay more than $1,000,000 in damages to McCormick, Inc.; Native Energy Construction, LLC; and Northern Improvement Company. McCormick and Northern Improvement cross-appealed a judgment denying their motion for a judicially supervised winding up of Native Energy. In 2010, McCormick and Fredericks created Native Energy Construction to engage in construction operations related to oil production. McCormick and Fredericks executed a purchase agreement in April 2014 for Fredericks’ purchase of McCormick’s interest in Native Energy. Fredericks was unable to complete the purchase. The parties did not wind up Native Energy and the business was involuntarily dissolved by the North Dakota secretary of state in May 2015. In 2016, McCormick and Northern Improvement sued Fredericks, alleging he breached contractual and fiduciary duties owed to Native Energy, McCormick and Northern Improvement. McCormick alleged Fredericks took distributions from Native Energy without making a corresponding distribution to McCormick, wrongfully converted Native Energy’s assets for his own use, made improper payments to his wife and performed other business activities on behalf of Native Energy without McCormick’s authorization. Fredericks counterclaimed, alleging McCormick breached a fiduciary duty by taking the 5% management fee from Native Energy’s gross revenues. Fredericks requested the judicially-supervised winding up of Native Energy. The North Dakota Supreme Court affirmed in part and reversed in part. The portion of the final judgment ordering Fredericks to pay McCormick $49,795.76 was reversed and remanded for further proceedings. The remainder of the final judgment was affirmed. The judgment denying McCormick’s motion for a judicially supervised winding up of Native Energy was reversed and remanded for further proceedings. View "McCormick, et al. v. Fredericks" on Justia Law
Anderson v. A & R Ag Spraying & Trucking, Inc.
The Supreme Court vacated in part and affirmed in part the judgment of the district court valuing of the shares of a closely held corporation, holding that the district court erred in entering judgment against both the shareholder and the corporation, rather than the shareholder alone, and in awarding corporate property rather than solely the value of the shares to be purchased. Randy Anderson and Michael Rafert each owned half the shares of A & R Ag Spraying and Trucking, Inc. (A&R). After Randy died, his interest in A&R was transferred to his wife, Cheryl. Cheryl petitioned the district court for judicial dissolution of the corporation, naming A&R and Rafert as defendants. Rafert filed an election to purchase the corporation. The trial court dismissed the dissolution proceedings due to Rafert's application. After determining the value of Cheryl's shares the trial court entered judgment against both A&R and Rafert and awarded Cheryl two corporate vehicles. The Supreme Court vacated the judgment against A&R and the award of vehicles, holding (1) A&R was not a party to the election-to-purchase proceedings, and therefore, the court lacked statutory authority to enter judgment against A&R once it determined the value of Cheryl's shares; and (2) the court lacked the authority to award corporate assets to Cheryl. View "Anderson v. A & R Ag Spraying & Trucking, Inc." on Justia Law
Wittingham v. TNE Limited Partnership
The Supreme Court reversed the determination of the district court that a contract entered into by a dissolved partnership was void, holding that the contract was voidable. Two years after the Muir Second Family Limited Partnership was administratively dissolved, the former general partner of the partnership - Nicholas Muir - obtained a loan from the TNE Limited Partnership through a trust deed. Wittingham, LLC, a successor-in-interest to the Partnership, brought suit to declare the trust deed void and recover damages. The district court concluded that the trust deed was void because the Partnership was dissolved prior to the time Muir signed the trust deed. The Supreme Court reversed, holding that the trust deed was voidable because the relevant statutes failed to provide a clear and well-defined public policy indicating that the type of transaction here should be void and because the transaction deed did not harm the public as a whole. View "Wittingham v. TNE Limited Partnership" on Justia Law
Bliss v. Minidoka Irrigation District
Victor Bliss appealed the grant of summary judgment in favor of the Minidoka Irrigation District (“MID”). Bliss filed a complaint against MID in April 2017, alleging: (1) breach of contract; (2) breach of fiduciary duty; (3) trespass; (4) declaratory relief; and (5) wrongful prosecution/infliction of extreme emotional distress. The complaint encompassed multiple events stemming from his decades-long relationship with MID. The district court granted MID’s motion for summary judgment on all claims, dismissing Bliss’s complaint for lack of notice under the Idaho Tort Claims Act, lack of standing, and failure to produce evidence. Bliss timely appealed, but finding no reversible error, the Idaho Supreme Court affirmed summary judgment. View "Bliss v. Minidoka Irrigation District" on Justia Law
Kerbs v. Kerbs
The Supreme Court affirmed the judgment of the district court denying as untimely Kathleen Kerbs' motion to intervene in an action brought by her husband, Scott Kerbs, against Carl, Kip, and Nadene Kerbs for dissolution of the Kerbs Four Bar Ranch Partnership, holding that the district court did not abuse its discretion by denying the motion to intervene. Carl and Nadene formed the Kerbs Four Bar Ranch Partnership with Scott and Kip. Carl and Nadene gifted Scott, Kathleen, Kip, and Kip's wife, Rebecca an interest in the partnership. Scott later filed an action against the partnership, Kip, Carl, and Nadene seeking dissolution of the partnership. The parties agreed on a procedure to dissolve the partnership, and the agreement was memorialized in a dissolution order. Kathleen later filed a motion to intervene. The district court denied the motion as untimely. The Supreme Court affirmed, holding that, under the circumstances, the district court reasonably concluded that Kathleen's motion to intervene was untimely. View "Kerbs v. Kerbs" on Justia Law
Plank v. Cherneski
The Court of Appeals held that an independent cause of action exists for breach of fiduciary duty and that, to establish a breach of fiduciary duty, a plaintiff must demonstrate the existence of a fiduciary relationship, breach of the duty owed by the fiduciary to the beneficiary, and harm to the beneficiary. William Plank and Sanford Fisher, both minority members of Trusox, LLC, filed an action alleging direct and derivative claims against James Cherneski, Trusox's president and majority member. Among other relief, Plank and Fischer (together, Minority Members), sought an order dissolving the LLC or appointing a receiver to take over its management. The circuit court entered judgment in favor of Cherneski on most of the Minority Members' claims and in favor of the Minority Members on certain other claims and awarded attorneys' fees in favor of Cherneski and Trusox. The Court of Appeals affirmed, holding that the circuit court (1) did not err in entering judgment in favor of Cherneski on the breach of fiduciary duty count; (2) did not err in interpreting the contractual language of the fee-shifting provision and concluding that Cherneski and Trusox were the substantially prevailing parties; and (3) did not abuse its discretion by awarding Cherneski and Trusox all of their attorneys' fees. View "Plank v. Cherneski" on Justia Law
J.S.T. Corp. v. Foxconn Interconnect Technology, Ltd.
Bosch, an engineering company, asked J.S.T. to design and manufacture a connector that Bosch could incorporate into a part that it builds for GM. For a time, Bosch retained J.S.T. as its sole supplier of those connectors. Then, according to J.S.T., Bosch wrongfully acquired J.S.T.’s proprietary designs and provided them to J.S.T.’s competitors, who used the stolen designs to build knockoff connectors and eventually to displace J.S.T. from its role as Bosch’s supplier. After filing various lawsuits against Bosch, J.S.T. filed suit in Illinois against the competitors, alleging misappropriation of trade secrets and unjust enrichment. The Seventh Circuit affirmed the dismissal of the case for lack of personal jurisdiction. The competitors’ only link to Illinois is that they sell their connectors to Bosch, knowing that the connectors will end up in GM cars and parts that are sold in Illinois. For personal jurisdiction to exist, though, there must be a causal relationship between the competitors’ dealings in Illinois and the claims that J.S.T. has asserted against them. No such causal relationship exists. View "J.S.T. Corp. v. Foxconn Interconnect Technology, Ltd." on Justia Law