Justia Business Law Opinion Summaries

This case centered upon how Appellee Synthes USA HQ, Inc. should apportion its income between Pennsylvania and other states in order to calculate its Pennsylvania corporate net income tax. The two issues presented were: (1) does the Pennsylvania Office of the Attorney General (“OAG”) have the authority to represent the Commonwealth in this litigation, where it asserted an interpretation of the relevant tax provision contrary to the reading forwarded by the Pennsylvania Department of Revenue (“Department”); and (2) whether the allocation of a corporation's sales of services between Pennsylvania and other states for purposes of calculating the corporation’s income that was taxable in Pennsylvania. After review, the Pennsylvania Supreme Court concluded the Commonwealth Attorneys Act permitted the OAG to take a position on behalf of the Commonwealth that was inconsistent with the position adopted by the Department, but the Court ultimately rejected the OAG’s reading of the relevant tax provision in favor of the interpretation presented by the Department. Accordingly, the Court affirmed the order of the Commonwealth Court remanding this case to the Board of Finance and Revenue for calculation and issuance of a tax refund by the Department to Synthes for the 2011 tax year. View "Synthes USA HQ v. Pennsylvania" on Justia Law

This direct appeal to the Pennsylvania Supreme Court centered on the efforts of Appellee John Myers to obtain a refund of 38 cents in sales tax he paid on purchases he made with redeemed coupons at BJ’s Wholesale Club, Inc. (BJ’s). The parties petitioned the Pennsylvania Supreme Court to interpret Section 33.2(b) of the Pennsylvania Department of Revenue Code, which excluded “from the taxable portion of the purchase price, if separately stated and identified." A vendor owes the state sales tax on the full price of the item unless it can establish a “new purchase price” of the item, which may be established where “both the item and the coupon are described on the invoice or cash register tape.” The Pennsylvania Department of Revenue Board of Appeals (BOA) relied on Section 33.2, which permitted amounts represented by coupons to establish a new purchase price “if both the item and the coupon are described on the invoice or cash register tape.” The BOA concluded that the coupons were not adequately described on the receipts, and nothing indicated which items the coupons were related. A unanimous three-judge panel of the Commonwealth Court reversed the Board’s order and found Appellee was entitled to a refund of overpaid sales tax. The Supreme Court reversed the Commonwealth Court, finding none of the receipts at issue here satisfied subsection 33.2(b)(2)’s description requirement. Because it was Appellee’s burden to prove that he was entitled to a refund of sales tax, he did not meet his burden. View "Myers v. Pennsylvania" on Justia Law

Stryker develops, manufactures, and sells spinal implants and products, and employed Abbas from 2013-2022. Abbas purports to have worked exclusively within Stryker’s finance department. Stryker claims that Abbas worked in various roles, including in sales. Abbas regularly used significant amounts of Stryker’s confidential information and trade secrets and supported Stryker’s litigation efforts. Abbas entered into confidentiality, noncompetition, and nonsolicitation agreements with Stryker when he commenced his employment, and again in 2022.Alphatec competes with Stryker. Stryker alleges that Alphatec "systematically misappropriate[s] Stryker[’s] confidential information, trade secrets, customer goodwill, and talent” and is litigating against Alphatec and former Stryker employees in several cases. Abbas resigned from Stryker to take a newly-developed position with Alphatec, a sales role, “crafted to protect Stryker’s confidential information.” Stryker sued for breach of contract and misappropriation of trade secrets.The Sixth Circuit affirmed the issuance of a preliminary injunction on behalf of Stryker. The district court crafted the injunction to preserve the status quo, reserving the possibility that other prospective jobs might be consistent with Abbas's employment agreement. It is not an impermissible industry-wide ban. Stryker is likely to succeed on the merits, based on findings that Abbas worked for Stryker in both sales and finance; Abbas had unfettered access to Stryker’s most sensitive sales and financial information, Stryker’s sales representatives, and key customer decision-makers; the Alphatec position involved work similar to the work Abbas performed for Stryker; and Abbas supported Stryker on litigation matters. View "Stryker Employment Co., LLC v. Abbas" on Justia Law

Brian and April Szostak appealed a district court’s order granting a second motion for sanctions, and the court’s finding of facts, conclusions of law, and order for judgment and judgment. Panther Pressure Testers Inc., and Kirk Wold sued the Szostaks alleging the Szostaks and Wold formed a company named Szostak Services, LLC. Panther and Wold alleged Wold was a member of Szostak Services and the company breached their contract by failing to recognize him as a member. Panther and Wold claim the Szostaks were unjustly enriched after Panther and Wold erroneoysly deposited funds into a Szostak Services bank account and the Szostaks refused to return the funds. The Szostaks answered and counterclaimed. The Szostaks served discovery responses, but did not provide requested documents. Panther and Wold moved for sanctions due to Szostaks’ non-compliance with the district court’s order compelling discovery. At a deposition, for which a subpoena duces tecum was issued, April Szostak revealed she and her husband had 12 boxes of documents pertaining to Szostak Services, but Szostak Services did not bring any documents to the deposition. Panther and Wold moved again for sanctions, requesting the district court enter a default judgment against the Szostaks and dismiss their counterclaims. The Szostaks argued the court abused its discretion by granting Panther and Wold’s second motion for sanctions and entering default judgment. The Szostaks also argued the court erred in its determination of damages. Finding no reversible error, the North Dakota Supreme Court affirmed the default judgment. View "Panther Pressure Testers, et al. v. Szostak, et al." on Justia Law

This insurance coverage dispute between a public entity joint insurance fund (JIF) and Star Insurance Company (Star), a commercial general liability insurance company, turned on whether the JIF provided “insurance” to its members or, instead, the JIF members protect against liability through “self-insurance.” That distinction was pertinent here because Star’s insurance policy included a clause under which its coverage obligations began only after coverage available through “other insurance” has been exhausted; the clause, however, did not mention “self-insurance.” Star argued the JIF provided insurance and therefore Star’s coverage was excess to the JIF; the JIF disagreed, contending that because its members were instead “self-insured,” Star’s coverage was primary. The New Jersey Supreme Court found that under the plain language of N.J.S.A. 40A:10-48, a JIF “was not an insurance company or an insurer under New Jersey law, and its “authorized activities . . . do not constitute the transaction of insurance nor doing an insurance business.” By the statute’s plain terms, JIFs cannot provide insurance in exchange for premiums, as insurance companies typically do; instead, JIF members reduce insurance costs by pooling financial resources, distributing and retaining risk, and paying claims through member assessments. Therefore, JIFs protect members against liability through “self-insurance.” “Self-insurance” is not insurance. The Court affirmed the grant of summary judgment to the JIF and denial of summary judgment to Star. View "Statewide Insurance Fund v. Star Insurance Company" on Justia Law

G Companies Management, LLC, a California limited liability company, appealed an order staying its cross-complaint against LREP Arizona, LLC, based on the forum selection clause in a loan agreement between the parties. The cross-complaint alleged multiple causes of action, all based on the assertion that the interest rates charged in the loan agreement were usurious under California law, and G Companies contended the trial court erred because a forum selection clause was not enforceable if doing so would deprive a California resident of the protections of the state's fundamental public policy. The trial court held enforcement of the selection clause was appropriate because: (1) the loan transaction was substantially related to the chosen forum (Arizona); and (2) California had a complicated relationship with usury and allowed unlimited interest rates to be charged in numerous circumstances. LREP contended the court’s decision was correct because the “many exceptions” to California’s interest rate limits demonstrate that the prohibition of usury “is not a fundamental policy” in California. To this, the Court of Appeal disagreed and therefore reversed. "By virtue of its inclusion in article XV, section 1, of our Constitution, and because it cannot be waived, we find that California’s usury law does reflect a significant public policy. It prohibits money lending at rates higher than specified, even while recognizing numerous exceptions to those rate limitations. The complexity of the law does not imply a lack of commitment to the policy. To the contrary, such a fine-tuned approach suggests that significant effort has gone into determining the circumstances under which interest rate limitations are necessary for the protection of Californians." View "G Companies Management, LLC v. LREP Arizona LLC" on Justia Law

Lake Charles Rubber and Gasket Co., L.L.C. ("Lake") and its sole owner, Vesta Balay Johnston (collectively, Plaintiffs), and Gulf Coast Rubber and Gasket, L.L.C. ("Gulf') and Bryan Vincent (collectively, Defendants), both appealed certain court of appeal rulings. Defendants asserted the court of appeal failed to correctly apply the manifest error standard of review in reversing the district court's findings that certain Lake information in Gulf's possession did not constitute "trade secrets" or that their misappropriation was not otherwise a violation of the Louisiana Unfair Trade Secrets Act ("LUTSA"). They further argued the court of appeal erred in increasing the damages award from $700,000 to $19,574,884, i.e., a multiple of nearly 28, where ample evidence in the record supported the district court's judgment as to damages. Plaintiffs argued the court of appeal erred on rehearing by eliminating the treble damages applied to its award for unjust enrichment and dismissing Johnston's claim for diminution in value of her ownership interest in Lake. The Louisiana Supreme Court reversed the court of appeal in part as to its finding that Lake's parts numbering system and descriptions constituted a trade secret under LUTSA. Furthermore, the Court reversed the court of appeal as to the increase in the amount of lost profit damages. The case was remanded to the district court for a recalculation of lost profit damages giving consideration to the violations of LUTSA related to Gulf's misappropriation of Lake's customer lists and inventory usage history with respect to the Sasol customer contract. The Court affirmed in all other respects and remanded for further proceedings. View "Johnson, et al. v. Vincent, et al." on Justia Law

In January 2021, Plaintiff-appellant Nancy MeGee, as Personal Representative of and on behalf of the Estate of David MeGee, filed a wrongful death action against Defendants-appellees El Patio, LLC and Dylan Welch, an employee of El Patio. The petition alleged Welch intentionally and negligently over-served MeGee resulting in his death. It was alleged that Welch and other El Patio employees served MeGee twelve beers and five shots of tequila over the course of seven hours and then allowed him to drive. The petition further alleged several servers bet MeGee $200.00 that he would not meet them at a bar in Oklahoma City later that night. Welch and the servers knew MeGee was leaving El Patio to drive to Oklahoma City to collect on the bet. MeGee reached speeds of 97 mph on his way and collided with the rear end of a tractor-trailer on I-40 near El Reno, Oklahoma. He was ejected from the vehicle and pronounced dead at the scene. There were two issues presented for the Oklahoma Supreme Courts review on appeal: (1) should dram shop liability be extended to create a cause of action for a voluntarily intoxicated adult patron who is injured or dies as a result of his own intoxication; and (2) does a voluntarily intoxicated adult who accepts a bet to drive a motor vehicle and injures himself as a result of his own intoxication have a cause of action against the bettor? The Supreme Court reaffirmed its holding in Ohio Casualty Insurance Co. v. Todd, 813 P.2d 508, that the commercial vendor was not liable to the voluntarily intoxicated adult patron who injures himself. The Court declined to recognized a cause of action holding a bettor liable in circumstances alleged in this case. View "MeGee v. El Patio" on Justia Law

Six months after United States and global health authorities declared COVID-19 a public health emergency, the city of Seattle (City) passed an ordinance (Seattle Ordinance 126094) authorizing hazard pay for certain workers who delivered food to consumers’ homes. By that time, Governor Inslee had issued stay-at-home orders requiring Washingtonians to leave home only for the most essential of trips. Among some of the conditions in the ordinance were that food delivery network companies could not reduce workers’ compensation or otherwise limit their earning capacity as a result of the ordinance, and they were prohibited from reducing the areas of the City they served or to pass on the cost of the premium pay to customers’ charges for groceries. The Washington Food Industry Association and Maplebear Inc., d/b/a Instacart, challenged the ordinance, seeking a declaration invalidating the ordinance on statutory and state and federal constitutional grounds. The trial court dismissed the statutory claim under chapter 82.84 RCW but permitted all remaining claims to proceed. After review of the limited record, the Washington Supreme Court affirmed in part and reversed in part: (1) affirming dismissal of the 82.84 RCW claim; (2) reversing dismissal of the equal protection claim; and (3) reversing the trial court’s dismissal of the privileges and immunities claim. The Court affirmed in all other respects and remanded for further proceedings. View "Wash. Food Indus. Ass'n v. City of Seattle" on Justia Law

In this appeal, the issue presented was whether a contract for the sale of business assets also contained language conveying an enforceable leasehold interest in real property in favor of the buyer. At summary judgment, the district court determined that the Ellis Family Trust owned the real property underlying this leasehold dispute, and that the contract selling the assets of Pullover Prints Corporation (“PPC”) to 616, Inc. (“616”) did not convey a leasehold interest to 616 because material terms necessary to form a valid and enforceable lease were missing. Instead, the district court concluded that the contract involving the sale of assets only contained an “agreement to agree” on the terms of a written lease at a later date. Accordingly, the district court entered judgment in favor of the Ellis Family Trust. 616 appealed, arguing that all material terms necessary to form a valid and enforceable lease could be found within the asset contract. Respondents PPC, Mae Properties, LLC (“Mae”), and Ellis in his individual capacity and in his capacity as trustee for the Ellis Family Trust, cross-appealed the district court’s decision regarding their collective motion for attorney fees. Finding no reversible error in either the appeal or cross-appeal, the Idaho Supreme Court affirmed. View "616 Inc. v. Mae Properties, LLC" on Justia Law