Justia Business Law Opinion Summaries

The Second Circuit affirmed the district court's dismissal of plaintiff's claims for breach of contract, copyright infringement, misappropriation, and unfair competition arising from its sale of equipment and software for an automated assembly system. The court held that defendants' conduct did not breach Section 8.2(d) of the Equipment Purchase Agreement (EPA) and was non‐infringing because that provision permitted defendants to reproduce and use the station and server source code; defendantsʹ adaptation of the server source code was non‐infringing because it was authorized by 17 U.S.C. 117(a); Universalʹs contract claim that defendantsʹ modification of the server source code breached the EPA was preempted by the Copyright Act; Universalʹs claim of misappropriation of trade secrets was time‐barred; and MTA did not unfairly compete with Universal because its conduct was not in bad faith. View "Universal Instruments Corp. v. Micro Systems Engineering, Inc." on Justia Law

This appeal grew out of Brent Sloan’s participation in two transactions: (1) a merger between Advanced Recovery Systems, LLC and Kinum, Inc.; and (2) the sale of software from Kinum to Sajax Software, LLC. American Agencies, LLC alleged harm from these transactions and sued Sloan for damages and restitution. After the close of evidence, Sloan filed a motion for judgment as a matter of law. Following the denial of this motion, a jury found Sloan liable on American Agencies’ claims of tortious interference with business relations, conspiracy to interfere with business relations, tortious interference with contract, copyright infringement, unjust enrichment, and misappropriation of trade secrets. Sloan unsuccessfully renewed his motion for judgment as a matter of law. After the district court denied this motion, Sloan appealed. The Tenth Circuit affirmed in part and reversed in part finding Sloan did not preserve his arguments as to tortious interference with business relations, conspiracy to interfere with business relations, and tortious interference with contract. The Tenth Circuit agreed the district court erred in instructing the jury on improper means, and the Court concurred with Sloan that on the claim of unjust enrichment, the jury could not have reasonably inferred the value of a benefit to him. View "Sloan v. American Agencies, LLC" on Justia Law

In this case involving application of the "catchall" provision of the anti-SLAPP statute, Cal. Code Civ. Proc. 425.16, the Supreme Court held (1) the context of a defendant's statement is relevant, though not dispositive, in analyzing whether the statement was made "in furtherance of" free speech "in connection with" a public issue; and (2) Defendant's confidential reports to its paying clients, which were generated for profit and exchanged confidentially, did not qualify for anti-SLAPP protection under the catchall provision.Plaintiff, a for-profit business entity that distributes web-based entertainment programming, sued Defendant, a for-profit business entity that offers online trafficking and brand safety services to Internet advertisers, alleging that Defendant disparaged its digital distribution network in confidential reports to its paying clients. Defendant filed an anti-SLAPP motion to strike. The court of appeal ruled that Defendant's reports were protected under the anti-SLAPP statute and that context was irrelevant to the anti-SLAPP analysis under subdivision (e)(4). The Supreme Court reversed, holding (1) even where the topic discussed in Defendant's reports was one of public interest the reports did not qualify for anti-SLAPP protection under the catchall provision because Defendant did not issue the reports in furtherance of free speech "in connection with" an issue of public interest. View "FilmOn.com Inc. v. DoubleVerify Inc." on Justia Law

Chris Bermel contracted to provide engineering services for BlueRadios, Inc., a wireless data and voice communications company. In 2014, Bermel knowingly forwarded thousands of company emails containing proprietary information to his personal email account without authorization. For this conduct, the trial court found Bermel liable for breach of contract and for civil theft under section 18-4-405, C.R.S. (2018). The statute allowed the rightful owner of stolen property to recover the greater of $200 or three times the actual damages sustained, as well as costs and reasonable attorney fees. Bermel argued BlueRadios’ remedies were limited to those for breach of contract, and that Colorado’s economic loss rule barred BlueRadios’ claim for civil theft. After review, the Colorado Supreme Court disagreed, holding that the judge-made economic loss rule could not bar a statutory cause of action. View "Bermel v. BlueRadios, Inc." on Justia Law

Plaintiff Pro Done, Inc. appealed a superior court order dismissing its amended complaint against defendants Teresa Basham, individually and as non-independent trustee of the Paul R. Hooper 1998 GST Exempt Trust, Terrence Hooper, Timothy Hooper, and John Ransmeier, trustee of the Paul R. Hooper 1997 Trust, for breach of contract, tortious interference with contractual relations, and civil conspiracy. Specifically, plaintiff challenged the trial court’s ruling that an alleged violation of a certain contractual provision did not provide a basis for plaintiff’s claims. After their father's death, defendant each received a portion of their father’s one-third ownership interest in three companies known as the Pro-Cut entities, to be held in trust by John Ransmeier. In 2012, the sibling defendants negotiated with Joseph Willey, another owner of the Pro-Cut entities, to sell their ownership interests. They eventually agreed upon a sale price, and in November 2013, Ransmeier, on the sibling defendants’ behalf, executed fifteen Securities Redemption Agreements (SRAs) with the Pro-Cut entities, the terms of which were stated to be binding upon “the heirs, personal representatives, successors and assigns of the parties.” After these transactions, one of the Pro-Cut entities, Brake Solutions, Inc., acquired another Pro-Cut entity. It then changed its name to Pro-Cut International, Inc. In May 2014, three unrelated companies, collectively known as Snap-on, purchased the Pro-Cut entities. Pro-Cut was renamed Pro Done, Inc. Plaintiff alleged it was a successor to the Pro-Cut entities. After Snap-on’s purchase of the Pro-Cut entities, the sibling defendants filed a lawsuit, with the assistance of Ransmeier, in federal district court, against Willey and trustees of trusts that were members of the Pro-Cut entities at the time of the Snap-on transaction. Plaintiff thereafter filed the underlying lawsuit to this appeal. Its central arguments were mainly the trial court erred by ignoring express terms of the release agreements - in which the defendants “covenant[ed] not to sue and otherwise agree[d] not to enforce any claim” against the plaintiff - and denied the plaintiff the opportunity to seek consequential damages for breach of the contract, contrary to New Hampshire law. The parties’ arguments presented a question of first impression for this the New Hampshire Supreme Court: whether New Hampshire law recognized a cause of action for breach of contract based upon a covenant not to sue where the contract did not expressly provide that the non-breaching party was entitled to consequential damages for breach of the covenant. The Court held that it did, reversed the trial court, and remanded for further proceedings. View "Pro Done, Inc. v. Basham" on Justia Law

In 2008, Invenergy Wind LLC, a wind energy developer, was raising money for a Series B investment round, and Leaf Clean Energy Company (“Leaf Parent”), an investment fund, expressed interest. After extensive negotiations, Leaf Parent invested $30 million in Invenergy Series B notes through a vehicle called Leaf Invenergy Company (“Leaf”). The agreement governing the Series B notes gave noteholders such as Leaf the right to convert to equity and incorporated an LLC agreement that the noteholders and Invenergy would execute upon conversion. The Series B Note Agreement and the Series B LLCA also included provisions that prohibited Invenergy from conducting a “Material Partial Sale” without Leaf’s consent unless Invenergy paid Leaf a premium called a “Target Multiple.” Although the parties renegotiated several aspects of their agreements with one another over the next few years, the consent provisions persisted in substantially similar form into a Third Amended and Restated LLC Agreement, which was the operative agreement in this dispute. Leaf filed suit after Invenergy closed a $1.8 billion asset sale - a transaction that Invenergy conceded was a Material Partial Sale - without first obtaining Leaf’s consent or redeeming Leaf’s interest for the Target Multiple. After a trial, the Court of Chancery concluded that, although Invenergy had breached the Material Partial Sale consent provisions, Leaf was not entitled to the Target Multiple. The court then awarded only nominal damages because, according to the court, Invenergy had engaged in an “efficient breach.” The Court of Chancery directed the parties to complete a buyout of Leaf’s interests pursuant to another LLC Agreement provision that Invenergy had invoked after Leaf had filed suit. The Delaware Supreme Court disagreed with the Court of Chancery’s interpretation of the consent provision and its award of nominal damages and therefore reversed. Because Invenergy conducted a Material Partial Sale without Leaf’s consent and without paying Leaf the Target Multiple, Leaf was entitled to the Target Multiple as contractual damages. The Court awarded Leaf the Target Multiple in damages on condition that it surrenderd its membership interests in Invenergy. View "Leaf Invenergy Co. v. Invenergy Renewables LLC" on Justia Law

The Second Circuit affirmed the district court's dismissal of LBE's action alleging claims under the Sherman Act and the Racketeer Influenced and Corrupt Organizations Act (RICO). LBE alleged that Barbri and law schools entered into agreements whereby Barbri donates money to the schools, bribes their administrators, and hires their faculty to teach bar review courses. LBE further alleged that, in exchange, the law school gives Barbri direct access to promote and sell its products on campus.The court adopted the district court's well-reasoned and thorough analysis of LBE's allegations and held that the district court properly dismissed the complaint under Federal Rule of Civil Procedure 12(b)(6) for failure to state a plausible claim of relief. The district court concluded that internal contradictions and conclusory assertions in the complaint did not plausibly support LBE's claim that Barbri and the law schools conspired to enable Barbri to gain a monopoly. View "LLM Bar Exam, LLC v. Barbri, Inc." on Justia Law

The Supreme Court affirmed the judgment of the trial court granting a company using registered trade names (Plaintiff) a permanent injunction, statutory damages, and attorney fees against a corporation using a similar name (Defendant), holding that that Plaintiff was entitled to relief, and this relief is unaffected by the Court's determination that Plaintiff proved only two of its three causes of action.Specifically, the Court held (1) the denial of Defendant's motion to dismiss under Neb. Rev. Stat. 6-1112(b)(6) is moot; (2) Defendant's argument that the trial court erred in denying its motion under section 6-1112 lacked merit; (3) Plaintiff met its burden of proof regarding its claims for trade name infringement and deceptive trade practices, but it did not establish tortious interference with a business relationship or expectancy; and (4) the relief ultimately granted was supported by Plaintiff's claims for trade name infringement and deceptive trade practices. View "Denali Real Estate, LLC v. Denali Custom Builders, Inc." on Justia Law

The Supreme Court affirmed in part and vacated in part the judgment of the intermediate court of appeals (ICA) finding that no evidence was introduced at trial to support the jury's findings that Regal Capital Corporation (Regal Corp.) violated the terms of agreements of sale it entered into with Elesther Calipjo for two parcels of land, Regal Capital Co., LLC (Regal LLC) engaged in unfair and deceptive acts or practices, and Jack Purdy was the alter ego of Regal Corp. and Regal LLC, holding that the ICA's holding was error.Based on the alter ego finding, the jury determined that Purdy, too violated the agreements for the two properties and committed unfair and deceptive acts or practices. The Supreme Court held (1) there was evidence to support the jury's verdict that Regal Corp. violated the terms of the agreements, Regal LLC engaged in unfair and deceptive acts or practices, and Purdy was the alter ego of Regal Corp. and Regal LLC; and (2) the ICA erred when it reversed the circuit court's final judgment against Purdy on the breach of contract and unfair and deceptive acts or practices claims. View "Calipjo v. Purdy" on Justia Law

Plaintiff Paulette Stenzel was injured after her new refrigerator began to spray water out of its water dispenser onto her kitchen floor, causing her to slip and fall. She filed a timely complaint alleging negligence, breach of contract, and breach of warranty against defendant Best Buy Co., Inc., which had sold and installed the refrigerator. Best Buy filed a notice of nonparty fault, identifying defendant-appellant Samsung Electronics America, Inc., as the refrigerator’s manufacturer. Plaintiff added a claim against Samsung in an amended complaint, and Samsung moved for summary judgment, arguing that plaintiff’s claim against it was untimely because plaintiff had not first moved to amend under MCL 600.2957(2) and therefore was not entitled to the relation-back privilege set forth in that statute. The trial court granted Samsung’s motion, but the Court of Appeals reversed. The Michigan Supreme Court affirmed the Court of Appeals: a party may amend a pleading upon receipt of notice of nonparty fault pursuant to MCR 2.112(K) without filing a motion for leave to amend, and the amended pleading relates back to the original action pursuant to MCL 600.2957(2). View "Stenzel v. Best Buy Company, Inc." on Justia Law