Justia Business Law Opinion Summaries

In this derivative action, the Court of Appeals denied a motion to stay claims brought by Blue Bell Creameries, LLP (the Partnership) against Blue Bell Creameries, Inc. (BBGP), holding that the motion was not proper because it was brought by a special litigation committee with no authority to bring it.This action arose from BBGP's alleged failure to operate the Partnership in compliance with the governing standards set forth in the Partnership's limited partnership agreement. Plaintiffs brought claims against the Blue Bell entities after a listeria outbreak infected scores of Blue Bell customers and Blue Bell's operations underwent a temporary shutdown. After the Court denied Defendants' motion to dismiss Plaintiffs' showcase breach of contract claim against BBGP, the lone general partner, BBGP's board of directors formed a special litigation committee to "manage and control" the Partnership's claims against BBGP. The special litigation committee then moved to stay this derivative action to allow it time to conduct an investigation and make a determination. The Court of Chancery denied the request, holding that because BBGP was not fit to decide how to manage the Partnership's claims against Defendants, its special litigation committee, as agent, was likewise disabled. View "Wenske v. Blue Bell Creameries, Inc." on Justia Law

Plaintiff Alphonso Benton (Benton) and defendant Cynthia Moreno Benton (Moreno-Benton) were married and shared a Chino Hills dental practice through late 2014, when they divorced. Benton continued to work at that practice, plaintiff Compcare Medical, Inc. Moreno-Benton, however, opened a separate practice by forming defendant Moreno Family Medical and Associates, Inc. (Moreno Family) around the time of her departure from Compcare. Defendant Kristi Diehl was a physician’s assistant at Compcare who left with Moreno-Benton for the rival practice. Benton and Compcare alleged that defendants Moreno-Benton, Diehl, and Moreno Family misappropriated trade secrets, intentionally interfered with the plaintiffs’ prospective economic advantage, defamed plaintiffs, and engaged in unfair competition. Plaintiffs also alleged Moreno-Benton violated the fiduciary duties she owed to Compcare, and that Diehl violated the duty of loyalty she owed to that company. Defendants responded to the operative complaint with a motion to strike pursuant to Code of Civil Procedure section 425.16, the anti-SLAPP statute, because it was designed to address so-called strategic lawsuits against public participation. The motion alleged that plaintiffs’ lawsuit arises out of two types of activity protected by the anti-SLAPP statute: (1) notices to patients and others that Moreno-Benton was leaving Compcare to start a new practice, as well as advertising Moreno-Benton’s services; and (2) the filing of the petition for the divorce of Moreno-Benton and Benton. Plaintiffs opposed the motion, arguing that the causes of action did not arise from protected activity, and that they could in any event demonstrate that their lawsuit had a probability of success on the merits. The trial court denied the defendants’ anti-SLAPP motion for two reasons, one of which was that the commercial speech exemption found in Code of Civil Procedure section 425.17 applied to the conduct underlying the operative complaint. Although most trial court orders resolving an anti-SLAPP motion were subject to interlocutory appeal, the Court of Appeal found the California Legislature precluded interlocutory appellate jurisdiction over an appeal from an order denying an anti-SLAPP motion on the ground that the commercial speech exemption applied. The Court therefore dismissed this appeal. View "Benton v. Benton" on Justia Law

Affliction Holdings, LLC (“Affliction”) sued Utah Vap or Smoke, LLC (“Utah Vap”) alleging trademark infringement. The district court granted Utah Vap’s motion for summary judgment, holding there was no likelihood of confusion between the parties’ marks. The Tenth Circuit concluded after review of the marks that Utah Vap did not meet its burden of showing that "no reasonable juror could find [a] likelihood of confusion." Because a genuine issue of material fact exists as to the likelihood of initial interest and post-sale confusion between the marks, the Court reversed the district court’s grant of summary judgment. View "Affliction Holdings v. Utah Vap Or Smoke" on Justia Law

The North Dakota Private Investigative and Security Board appealed, and TigerSwan, LLC and James Reese cross-appealed, a judgment dismissing the Board’s request for an injunction prohibiting TigerSwan and Reese from providing private investigative and security services without a license. Reese was the majority interest owner in TigerSwan, a limited liability company organized under North Carolina law. TigerSwan was registered in North Dakota as a foreign LLC. During protests over construction of the Dakota Access Pipeline, TigerSwan was hired to provide security services, though the company denied providing such services when it received a notice from the Board. Concurrent to denying providing security services to the pipeline, TigerSwan submitted an application packet to become a licensed private security provider in North Dakota. The North Dakota Supreme Court concluded the district court did not abuse its discretion in denying the injunction or in the denial of a motion for sanctions and attorney fees. View "North Dakota Private Investigative & Security Board v. TigerSwan, LLC, et al." on Justia Law

Steven Nelson, individually and for the benefit of J&S Nelson Farms, LLP, appealed a judgment determining the value of his interest in the Nelson Farms partnership, and an order denying his post-judgment motions. Nelson argued the district court erred by ordering various sanctions and determining the value of the partnership. After review, the North Dakota Supreme Court concluded the district court did not err by striking some of Nelson’s claims as a discovery sanction, awarding defendants a portion of the attorney’s fees they incurred in this action, or determining the value of Nelson’s interest in the partnership. However, the Court also concluded the district court abused its discretion by ordering Nelson reimburse the partnership for the attorney’s fees and costs it incurred as a result of a separate action in federal court. View "Nelson, et al. v. Nelson, et al." on Justia Law

Continental appealed from a jury determination that it had tortiously interfered with the business relationship of plaintiff and CTAP. The Eighth Circuit affirmed and held that the evidence was sufficient to support a conclusion that Continental acted with intent to interfere in the plaintiff-CTAP business relationship, either by desiring to bring the interference about or knowing that the interference was substantially certain to occur; sufficient evidence existed to permit the jury to find that Continental’s interference was improper and that Continental was the legal cause of plaintiff's injury; substantial evidence supported the jury's award of punitive damages; and the district court did not err by denying Continental's motion for a new trial. The court also held that the district court did not abuse its discretion when instructing the jury on improper interference. View "Janvrin v. Continental Resources, Inc." on Justia Law

C. Randall Caldwell, Jr. worked for George Woerner, who owned several businesses headquartered in Foley. In 2009, Caldwell was promoted to president of Woerner Landscape, Inc., one of those businesses. Caldwell stated that, at that time, he was a licensed attorney in good standing in Alabama even though he was not engaged in private practice. During his employment with Woerner, the BP oil spill occurred in the Gulf of Mexico. Caldwell contacted an attorney with Cunningham Bounds, LLC, a law firm in Mobile, regarding the possibility of referring Woerner's businesses to Cunningham Bounds for Cunningham Bounds to handle their claims arising out of the spill. In April 2011, the Woerner companies retained Cunningham Bounds; Cunningham Bounds executed representation agreements with each of the Woerner companies. Those agreements provided that Cunningham Bounds would be paid a contingency fee for the work. In 2014, the Woerner companies retained Sirote & Permutt, P.C. to assist Cunningham Bounds in the BP oil-spill litigation. Additionally, each of the Woerner companies sent Caldwell a letter in which they stated that Caldwell had previously assisted with a BP oil-spill claim asserted on behalf of that Woerner company; that the claim had been principally handled by Cunningham Bounds; and that at the time Caldwell provided assistance he was working as in-house counsel for one or more of the Woerner companies. Each letter went on to assert that the claim would have to be reworked "based on newly announced guidelines from appellate courts hearing BP's objections to some of the previously filed claims"; that the owners and management of the Woerner companies felt that it would be in their best interest to retain a firm with experienced tax and business attorneys to assist in the claims; that the Woerner companies wished to continue their representation by Cunningham Bounds; that they were terminating the attorney-client relationship between Caldwell and the Woerner companies; and that they were retaining Sirote to assist Cunningham Bounds in reworking the claims asserted by the Woerner companies. After receiving this letter, Caldwell contacted one of the attorneys at Cunningham Bounds and told him that it was his position that he was entitled to the referral fees discussed in the representation agreements because, he said, he had referred the Woerner companies' claims to Cunningham Bounds. Summary judgment was ultimately entered in favor of Caldwell; the Alabama Supreme Court determined the trial court erred in finding Caldwell was owed a referral fee. Judgment was reversed and the matter remanded for further proceedings. View "Sirote & Permutt, P.C. v. Caldwell" on Justia Law

The Supreme Court affirmed the judgment of the Court of Appeal affirming in part and reversing in part the judgment of the trial court granting Defendant's motion for judgment on the pleadings on certain stock and wage conversion claims, holding that Plaintiff's stock conversion claims should be permitted to proceed but that Plaintiff did not plead a cognizable claim for conversion of wages.Plaintiff worked alongside Defendant to launch three start-up ventures in return for a promise of later payment of wages. Later, Plaintiff was fired and never paid. Plaintiff successfully sued the companies invoking both contract-based and statutory remedies for the nonpayment of wages. In this lawsuit, Plaintiff sought to hold Defendant personally responsible for the unpaid wages on a theory of common law conversion. The trial court granted Defendant's motion for summary judgment. The court of appeal reversed in part but concluded that extending the tort of conversion to the wage context was not warranted. The Supreme Court affirmed, holding that a conversion claim was not an appropriate remedy for the wrong alleged in this case. View "Voris v. Lampert" on Justia Law

The Supreme Court vacated the judgment of the district court dismissing Plaintiffs' complaint against Defendants for lack of personal jurisdiction, holding that the Utah Nonresident Jurisdiction Act compels adoption of the conspiracy theory of jurisdiction and that the case must be remanded for the district court to reexamine the claims and contacts and to apply the jurisdictional tests announced here.Plaintiffs sued Merrill Lynch, Pierce, Fenner & Smith, Goldman Sachs & Co., and related entities (collectively Defendants) for violations of the Utah Pattern of Unlawful Activity Act. Defendants moved to dismiss the complaint for lack of personal jurisdiction. The district court analyzed Plaintiffs' claims against Defendants collectively without analyzing the nature of each individual defendant's contacts as they related to each individual plaintiff's claims. The Supreme Court vacated the judgment, holding (1) because the district court analyzed Plaintiffs' claims and Defendants' contacts collectively, it may have distorted its analysis; and (2) Utah now recognizes a conspiracy theory of jurisdiction, and this case must be remanded to the district court with instruction to assess the conspiracy theory of jurisdiction. View "Raser Technologies, Inc. v. Morgan Stanley & Co." on Justia Law

The Court of Chancery held that it was without jurisdiction to address Plaintiff's claim seeking equitable relief for alleged common-law slander on the basis that equity will not enjoin a libel.Plaintiff brought this complaint against Defendants, business competitors, alleging tortious interference with prospective business relations and common-law defamation. As to the defamation claim, Plaintiff sought to enjoin future defamatory utterances. Defendants filed a motion to dismiss. The Court of Chancery granted the motion to dismiss the defamation count, subject to transfer to the superior court, holding that, under this Court's precedent, equity in general will not enjoin future defamation, and no exception to the general rule applies in this case. View "Preston Hollow Capital LLC v. Nuveen LLC" on Justia Law