Justia Business Law Opinion Summaries

In 2008 Plaintiff Bill Grubb signed an employment agreement with Defendant DXP Enterprises to lead the development and production of horizontal pumps. The agreement recited that the parties intended to create a new company to produce the pumps, and Grubb would own 10%. If the project became a success, Grubb had the right under the employment agreement to require DXP to buy his ownership stake at a price based on the new company’s gross revenue. The project was successful; in March 2019, Grubb gave notice to DXP that he wanted to sell his ownership stake in accordance with the agreement. But DXP informed Grubb it had never formed the new company, so there was nothing for it to purchase under the agreement. Grubb brought this action in the United States District Court for the Northern District of Oklahoma against DXP, asserting claims for breach of contract, actual and constructive fraud, conversion, breach of fiduciary duty, and unjust enrichment; and sought a declaratory judgment. After the parties filed cross-motions for summary judgment, the district court granted summary judgment in favor of DXP on all claims. Grubb appealed. After review, the Tenth Circuit found sufficient evidence of bad faith by DXP (in failing to form the new company) to support Grubb’s breach-of-contract claim but otherwise found no error in the rulings by the district court. Accordingly, the Court reversed in part the judgment below and remanded for further proceedings. View "Grubb v. DXP Enterprises" on Justia Law

Facing foreclosure, Ralph and Paula Isom entered into a deed in lieu of foreclosure agreement with Farms, LLC (“Farms”). The Isoms then leased the real property (a farm and various houses) back from Farms, subsequently defaulted on their obligations under the lease agreement, and filed a Chapter 11 bankruptcy, which was later converted to a Chapter 7. During the Isoms’ bankruptcy, Farms also acquired several third-party claims against the Isoms from other independent creditors of the Isoms. The bankruptcy court denied the Isoms a discharge, and after the bankruptcy case closed, Farms sued the Isoms personally, alleging three counts of breach of contract. Following a one-day bench trial, the district court awarded Farms a judgment of $1,281,501.68 as to Count III—related to Farms’ purchase of the third-party claims—but concluded that Farms’ remaining two claims related to the lease were barred by the applicable statute of limitations. The Isoms appealed, arguing the district court erred in determining the applicable statute of limitations as to Count III. Farms cross-appealed, arguing the district court erred in applying the statutes of limitation as to Counts I and II. After review, the Idaho Supreme Court affirmed the district court’s judgment as to Count III but reversed and vacated the judgment on Counts I and II. View "Farms, LLC v. Isom" on Justia Law

The Shelbyville Post Office is the closest one to Ellison’s home and the largest in that area of Indiana. Ellison keeps a P.O. box at Shelbyville or her non-profit organization, which educates the public about accessibility for people with disabilities. Ellison cannot enter the Shelbyville Post Office because it has only one customer entrance: at the top of its front steps. Ellison can ask for help from the loading dock or from a van-accessible parking space, use the Postal Service’s website, or visit wheelchair-accessible locations in surrounding towns. After multiple complaints about the inconvenience of those options, the City of Shelbyville offered to pay for a ramp at the front entrance. The Postal Service declined, citing a policy of refusing donations for exterior physical improvements.In a suit under the Rehabilitation Act, 29 U.S.C. 794(a), the district court entered summary judgment, concluding that Ellison could meaningfully access the program through its website and three wheelchair-accessible locations within a 15-minute drive of her home. The Seventh Circuit vacated and remanded for consideration of whether Ellison’s proposed accommodation (a ramp) is reasonable. The Shelbyville Post Office does not provide a significant level of access, and the alternative locations are further away and open for fewer hours than Shelbyville. View "Ellison v. United States Postal Service" on Justia Law

The Supreme Court affirmed the judgment of the district court granting summary judgment for Defendants and denying relief in this class action, holding that the district court did not err.In 2014, over two-thirds of the members of the Try County Telephone Association, Inc., a Wyoming cooperative utility providing telecommunication services on a non-profit basis, voted to sell the Cooperative, including its for-profit subsidiaries, to entities owned by Neil Schlenker. Schlenker converted the Cooperative into a for-profit corporation (TCT). After the sale, Class Representatives filed a class action lawsuit against TCT, Schlenker and his entities, and others, alleging fraud conversion and other claims and requesting that the sale be set aside. The district court granted summary judgment in favor of Defendants. The Supreme Court affirmed, holding that the district court did nor err in granting summary judgment on all claims. View "Campbell v. Davidson" on Justia Law

BioCorRx, Inc. (BioCorRx) was a publicly traded company primarily engaged in the business of providing addiction treatment services and related medication. It issued several press releases that allegedly made misrepresentations and improperly disclosed confidential information about a treatment it was developing for opioid overdose. VDM Biochemicals, Inc. (VDM) specializes in the synthesis and distribution of chemicals, reagents, and other specialty products for life science research. It owned a patent (the patent) for VDM-001, a compound with potential use as a treatment for opioid overdose. In September 2018, VDM and BioCorRx entered into a Mutual Nondisclosure & Confidentiality Agreement (the NDA), which restricted each party’s disclosure of confidential information as they discussed forming a business relationship. A month later, VDM and BioCorRx signed a Letter of Intent to Enter Definitive Agreement to Acquire Stake in Intellectual Property (the letter of intent). The letter of intent memorialized the parties’ shared desire whereby BioCorRx would partner with VDM to develop and commercialize VDM-001. BioCorRx and VDM never signed a formal contract concerning VDM-001. Their relationship eventually soured. BioCorRx filed a complaint (the complaint) against VDM; VDM cross-complained. In response, BioCorRx filed the anti-SLAPP motion at issue here, seeking to strike all the allegations from the cross-complaint concerning the press releases. The Court of Appeal found these statements fell within the commercial speech exemption of California's Code of Civil Procedure section 425.16 (the anti-SLAPP statute) because they were representations about BioCorRx’s business operations that were made to investors to promote its goods and services through the sale of its securities. Since these statements were not protected by the anti-SLAPP statute, the Court reversed the part of the trial court’s order granting the anti-SLAPP motion as to the press releases. The Court affirmed the unchallenged portion of the order striking unrelated allegations. View "BioCorRx, Inc. v. VDM Biochemicals, Inc." on Justia Law

Plaintiff Armadillo Hotel Group, LLC (“Armadillo”) is a buyer and operator of modular and mobile structures throughout North America. According to Armadillo, Defendants Todd Harris and Jason McDaniel were hired in May 2019 to oversee Armadillo’s construction operations and its hotel, food, and beverage operations, respectively. McDaniel resigned in January 2021, Harris in July 2021. Harris and McDaniel asserted that they entered employment agreements with AHG Management as part of the joint venture, but AHG Management breached these agreements by failing to pay the agreed-upon salary, bonuses, and profit-sharing interests. They asserted claims of fraudulent inducement, negligent misrepresentation, tortious interference, and unjust enrichment. Harris, McDaniel, SDRS, and BMC moved to dismiss under Federal Rule of Civil Procedure 12(b)(6) for failure to state a claim. The district court granted the non-GML defendants’ motion to dismiss with prejudice.   The Fifth Circuit reversed. The court explained that it could not find sufficient information in the record to decide if Armadillo and AHG Management were in privity with each other. The fact that the same attorneys filed AHG Management’s amended state counterclaim and Armadillo’s federal complaint is insufficient to show privity. Accordingly, the court found that the district court did not have sufficient information or even assertions about the relationship of Armadillo and AHG Management to perform such an assessment. View "Armadillo Hotel v. Harris" on Justia Law

An arbitrator found the seller in breach based largely on an assessment of witness credibility. In the arbitrator’s view, defendant Phuong Pham lacked credibility because she used an interpreter during the arbitration proceedings. Reasoning that she had been in the country for decades, engaged in sophisticated business transactions, and previously functioned in some undisclosed capacity as an interpreter, the arbitrator felt that her use of an interpreter at the arbitration was a tactical ploy to seem less sophisticated. The Court of Appeal found here, the arbitrator’s credibility finding rested on unacceptable misconceptions about English proficiency and language acquisition. "These misconceptions, in turn, give rise to a reasonable impression of possible bias on the part of the arbitrator requiring reversal of the judgment and vacating the arbitration award." View "FCM Investments v. Grove Pham, LLC" on Justia Law

Kenai Ironclad Corporation (“Kenai” or “Plaintiff”) alleged that CP Marine Services, LLC, breached its contract to repair and convert Kenai’s offshore supply vessel to a salmon fishing tender for use in Alaska. After Kenai expressed dissatisfaction with the work, the relationship deteriorated. Kenai alleged that, after paying its final invoice, it attempted to remove its vessel from CP Marine’s shipyard, but as it did so, CP Marine and codefendant Ten Mile Exchange, LLC (“TME”) (collectively, “Defendants”) rammed, wrongfully seized, detained, and converted Kenai’s vessel for five days before finally releasing it the district court found that CP Marine did not breach its contract with Kenai but did wrongfully seize, detain, and convert the vessel. The district court awarded punitive damages and attorney’s fees for Defendants’ bad faith and reckless behavior in ramming, seizing, and converting the vessel for five days. Defendants appealed.   The Fifth Circuit affirmed the district court’s finding that Defendants wrongfully seized and converted Kenai’s vessel in bad faith and in a manner egregious enough to warrant an award of punitive damages. The court vacated the district court’s award of damages and remanded on the limited basis of clarifying the court’s award. The court found that Kenai presented sufficient evidence and testimony to support the district court’s finding that Defendants’ conduct was in bad faith, in callous disregard for the safety of the people aboard the vessels, and in reckless disregard of Kenai’s rights. Hence, the district court did not clearly err in finding facts sufficient to support an award of punitive damages. View "Kenai Ironclad v. CP Marine Services" on Justia Law

The Department of Industrial Relations, Division of Occupational Safety and Health (the Division) issued a citation to Granite Construction Company/Granite Industrial, Inc. (Granite Construction) for allegedly violating three regulations relevant here. One was that the company required its employees to wear masks without first providing a medical evaluation to determine their fitness to wear them. And the Division alleged the company violated two other regulations because it exposed its employees to dust containing a harmful fungus— namely, Coccidioides, the fungus that causes Valley fever—and failed to implement adequate measures to limit this exposure. After Granite Construction disputed these allegations, an administrative law judge (ALJ) rejected the Division’s claims. The ALJ reasoned that no credible evidence showed that Granite Construction required its employees to wear masks and no reliable evidence showed that Coccidioides was present at the worksite. But after the Division petitioned for reconsideration, the Occupational Safety and Health Appeals Board (the Board) reversed on these issues and ruled for the Division. The trial court later denied Granite Construction’s petition for writ of administrative mandate seeking to set aside the Board’s decision. The Court of Appeal reversed: the Court agreed insufficient evidence showed its employees were exposed to Coccidioides. But the Court rejected its additional claim that it allowed (rather than required) its employees to wear masks, finding sufficient evidence supported the Board’s contrary ruling on this point. View "Granite Construction Co. v. CalOSHA" on Justia Law

Breadeaux’s Pisa, LLC (“Breadeaux”) initiated this action against its franchisee, Beckman Bros. Ltd. (“Main Street Pizza”), in federal court seeking a preliminary injunction, a permanent injunction, and a declaratory judgment. After litigating its preliminary injunction, mediating, and participating in discovery proceedings, Breadeaux filed a demand for arbitration in which it sought to relitigate its preliminary injunction and avoid the court’s adverse discovery rulings. Breadeaux then moved to stay all proceedings pending completion of arbitration. The district court denied Breadeaux’s motion.   The Eighth Circuit affirmed. The court explained that Section 3’s stay provision is mandatory when “the issue involved in such suit or proceeding is referable to arbitration” under a valid arbitration agreement. 9 U.S.C. Section 3. The court wrote that it is unpersuaded by Breadeaux’s assertion that the only reasonable reading of the arbitration provision in the Agreement is that all claims or disputes, besides Breadeaux’s equitable claims, must be arbitrated. Additionally, Breadeaux elected to enforce the Agreement by judicial process, not through mediation and arbitration. Under these circumstances, Breadeaux’s claims are not referable. View "Breadeaux's Pisa, LLC v. Beckman Bros. Ltd." on Justia Law