Justia Business Law Opinion Summaries

Plaintiffs are private shareholders of Fannie Mae and Freddie Mac—government-sponsored home mortgage companies. Defendants include the Federal Housing Finance Agency (“FHFA”), the Treasury, the Secretary of the Treasury and the Director of the FHFA in their official capacities. The district court concluded that Plaintiffs had not plausibly alleged that the removal restriction caused them harm and dismissed their claims. It also dismissed their claims—raised for the first time on remand—that the FHFA’s funding mechanism is inconsistent with the Appropriations Clause, concluding that the claims were outside the scope of the Collins remand order in violation of the mandate rule. Plaintiffs raise two issues on appeal. The first is whether the district court erred in dismissing their claims that the unconstitutional removal restriction caused them harm. The second is whether the court erred in dismissing their Appropriations Clause claims.   The Fifth Circuit rejected Plaintiffs’ contentions and affirmed the dismissal of the removal and Appropriations Clause claims. The court explained that the anti-injunction clause applies and prevents courts from taking “any action to restrain or affect the exercise of powers or functions of the [FHFA] as a conservator or a receiver.” Because Plaintiffs seek injunctive relief that would require the FHFA to take specific actions as conservator to restore Plaintiffs to the position they would have been in if not for the unconstitutional removal restriction, they asked the district court to “affect” the “function of the [FHFA] as a conservator[.]” So, Plaintiffs’ APA claims are barred. View "Collins v. Treasury" on Justia Law

The Supreme Court affirmed the opinion of the court of appeals affirming the decision of the trial court to grant summary judgment in favor of Defendants in this complaint alleging misappropriation of trade secrets, tortious interference with business contacts, tortious interference with business relationships, and conversion, holding that there was no error.Plaintiff, Hanneman Family Funeral Home and Crematorium, purchased a funeral home but did not retain the funeral home's director, Patrick Orians. Orians accepted employment at another funeral home, Chiles-Laman Funeral & Cremation Services, and used Plaintiff's customer information to solicit business for Chiles-Laman. Plaintiff sued Orians and Chiles-Laman (collectively, Defendants). The trial court entered summary judgment in favor of Defendants, and the court of appeals affirmed. The Supreme Court affirmed, holding (1) the information at issue was not protected by the Ohio Uniform Trade Secrets Act as a trade secret; and (2) Plaintiff's tort claims were preempted by the Ohio Uniform Trade Secrets Act. View "Hanneman Family Funeral Home & Crematorium v. Orians" on Justia Law

The Supreme Court accepted supervisory control in the underlying action, holding that Montana had specific personal jurisdiction over Melissa Groo regarding Triple D Game Farm, Inc.'s intentional tort claims when the tortious activity allegedly accrued in Montana despite Groo interacting only with the forum via social media.At issue was Groo's purposeful and substantial use of social media to affect Triple D's business operations. Triple D brought this lawsuit alleging tortious interference with contractual relations and tortious interference with prospective economic advantage claims. Groo moved to dismiss the claims for lack of personal jurisdiction, arguing that her statements did not create the necessary minimum contacts with Montana as a forum. The district court denied the motion to dismiss, condoling that Groo had the requisite minimum contacts with the state and that the court's exercise of personal jurisdiction over her did not violate due process principles. The Supreme Court affirmed, holding that the district court was not proceeding under a mistake of law, and the court had personal jurisdiction to resolve this dispute. View "Groo v. Eleventh Judicial District Court" on Justia Law

The issue this case presented for the Delaware Supreme Court's review stemmed from a failed, multibillion-dollar merger (the “Merger”) of two fuel pipeline giants - The Williams Companies, Inc. (“Williams”) and Energy Transfer LP (“ETE”). The parties spent a decade litigating over various fees to which they argued they were entitled under the Merger Agreement. ETE continued to assert its entitlement to a $1.48 billion breakup fee, despite being the party who terminated the Merger. It also disputed that it had to pay Williams a $410 million reimbursement fee, which it was required to pay if the Merger failed and certain conditions were met. Finally, ETE argued a related $85 million attorney’s fee award was unreasonable. But the Supreme Court found no error with the Court of Chancery’s opinions that held ETE was not entitled to an over-one-billion-dollar fee and find that ETE had to pay Williams the $410 million reimbursement fee and the related $85 million in attorney’s fees. View "Energy Transfer, LP v. The Williams Companies, Inc." on Justia Law

The Supreme Court affirmed the judgment of the trial court awarding damages to Companions and Homemakers, Inc. for tortious interference with contractual and business relations and a violation of the Connecticut Unfair Trade Practices Act (CUTPA), Conn. Gen. Stat. 42-110a et seq., holding that A&B Homecare Solutions, LLC was not entitled to relief on its allegations of error.Companions, the largest provide of Medicaid and state-funded home care services in Connecticut, brought this action against A&B. Following a jury trial, the trial court rendered judgment for Companions. The Supreme Court affirmed, holding (1) the trial court did not err in finding that A&B's misrepresentations were tortious; (2) the evidence was sufficient to establish that A&B's allegedly tortious interference cause Companions to suffer damages; and (3) the trial court did not err in finding that A&B's conduct was a violation of CUTPA. View "Companions & Homemakers, Inc. v. A&B Homecare Solutions" on Justia Law

Since 1992, the Energy Star Program has set energy efficiency standards for categories of products and permitted approved products to bear the Energy Star logo. Three models of Whirlpool top-loading clothes washers were approved to display that logo and did so from 2009-2010. Under one method of measurement, those machines did not meet the Program’s energy- and water-efficiency standards; the washers did satisfy the Program’s standards under another measurement technique, which the Program previously endorsed. Program guidance from July 2010 disapproved of that method.Consumers in several states who had purchased those models commenced a putative class action against Whirlpool and retailers that sold those machines, alleging breach of express warranty and violations of state consumer protection statutes based on the allegedly wrongful display of the Energy Star logo. The district court certified a class action against Whirlpool but declined to certify a class against the retailers. At summary judgment, the court rejected all remaining claims.The Third Circuit affirmed, finding no genuine dispute of material fact. The plaintiffs did not demonstrate that the models were unfit for their intended purpose. A reasonable jury could not find that the retailer defendants were unjustly enriched from selling the washers. Without evidence of a false or misleading statement attributable to Whirlpool or the retailers, the state consumer protection claims failed. View "Dzielak v. Whirlpool Corp" on Justia Law

"This case hinges on whether Online Travel Companies (OTCs) are encompassed by the definition of hotels found in Mississippi Code Section 41-49-3 (Rev. 2023) and are therefore subject to the tax levied against hotels in Mississippi Code Section 27-65-23 (Rev. 2017)." The chancery court found that the tax was a broad transaction tax that encompassed the OTCs. The chancery court granted partial summary judgment in favor of the State on the issue of liability, rendering the OTCs liable for more than $10 million in past due taxes. The trial court further found that the OTCs had acted willfully and knowingly and in intentional disregard and assessed penalties and interest for a total judgment of more than $50 million. The Mississippi Supreme Court found that the OTCs were not hotels as contemplated by Section 41-49-3. Therefore, the Court reversed the trial court’s grant of partial summary judgment in favor of the State on the issue of liability and renders judgment in favor of the OTCs. View "Priceline.com Incorporated n/k/a Booking Holdings, Inc., et al. v. Mississippi" on Justia Law

The Supreme Court reversed the judgment of the court of appeals as to the applicability of the economic loss doctrine in this case, holding that the economic loss doctrine applies only in products liability cases and should not be expanded to apply outside the products liability context.In the underlying suit brought by a drywall subcontractor against a general contractor under theories of breach of contract and tort a jury awarded compensatory and punitive damages to the subcontractor. The court of appeals affirmed in part the award of compensatory damages for breach of contract, dismissed the tort claim, and reversed the award for punitive damages, holding that the economic loss doctrine applied outside the products liability context when the contract was negotiated between sophisticated commercial entities. The Supreme Court reversed, holding (1) the economic loss doctrine only applies in products liability cases and should not be extended to other claims; and (2) the economic loss doctrine did not bar the subcontractor's recovery of compensatory and punitive damages based on its tort claim. View "Commercial Painting Co. v. Weitz Co., LLC" on Justia Law

A limited liability partnership and one of its partners retained a lawyer but limited the scope of representation to having the lawyer represent the partnership in a specific, ongoing case. After the partnership lost the case, the partner sued the lawyer for malpractice. In an amended complaint, the partnership was added as a plaintiff. The partner’s complaint was filed before the statute of limitations ran; the amendment was filed after. The trial court issued its judgment of dismissal, the partner filed a motion for reconsideration along with a proposed second amended complaint. The trial court denied the motion as untimely and without merit because the proffered second amended complaint did not “present any new allegations which could support the claim.   The Second Appellate District affirmed. The court concluded as a matter of law that the partner has suffered no damage as a result of the attorney’s alleged malpractice to the LLP during the Wells Fargo litigation and that the partner’s malpractice claims were properly dismissed. Further, the court held that given that all damages for any malpractice claims were suffered by and belong to the LLP, there is no “reasonable possibility” that the partner can amend the complaint to state a viable malpractice claim. View "Engel v. Pech" on Justia Law

The district court appointed a receiver to claw back profits received by investors in a Ponzi scheme that was the subject of a Securities and Exchange Commission enforcement action. The receiver filed suit against certain investors, alleging fraudulent transfers from the receivership entities to the investors. The district court concluded that the receiver was bound by arbitration agreements signed by the receivership company, which was the instrument of the Ponzi scheme. The district court relied on Kirkland v. Rune.   The Ninth Circuit reversed the district court’s order denying a motion to compel arbitration. The panel held that EPD did not control because it addressed whether a bankruptcy trustee, not a receiver, was bound by an arbitration agreement. Unlike under bankruptcy law, there was no explicit statute here establishing that the receiver was acting on behalf of the receivership entity’s creditors. The panel held that a receiver acts on behalf of the receivership entity, not defrauded creditors, and thus can be bound by an agreement signed by that entity. But here, even applying that rule, it was unclear whether the receiver was bound by the agreements at issue. The panel remanded for the district court to consider whether the defendant investors met their burden of establishing that the fraudulent transfer claims arose out of agreements with the receivership entity, whether the investors were parties to the agreements and any other remaining arbitrability issues. View "GEOFF WINKLER V. THOMAS MCCLOSKEY, JR., ET AL" on Justia Law