Justia Business Law Opinion Summaries

NJBA, a non-profit trade association representing 88 New Jersey banks, sought to make independent expenditures and contributions to political parties and campaigns for state and local offices. NJBA has not made these payments because of N.J. Stats. 19:34-45, which provides that, “[n]o corporation carrying on the business of a bank . . . shall pay or contribute money or thing of value in order to aid or promote the nomination or election of any person, or in order to aid or promote the interests, success or defeat of any political party.” NJBA brought a facial challenge on its own behalf and on behalf of third-party banks.The district court held that section 19:34-45’s prohibition on independent expenditures violates the First Amendment but that the ban on political contributions by certain corporations does not violate the First Amendment and passes intermediate scrutiny. The Third Circuit reversed, declining to address the First Amendment issues. The statute does not apply to trade associations of banks. NJBA is not “carrying on the business of a bank.” With respect to the facial challenge, NJBA does not satisfy the narrow exception to the general rule against third-party standing. View "New Jersey Bankers Association v. Attorney General New Jersey" on Justia Law

Cope, injured on a Kentucky job site, filed a workers’ compensation claim. The subcontractor who hired him for the project, CMC, is based in Southern Indiana, and had an insurance policy with AFICA. Schultheis Insurance Agency procured the policy for CMC, but failed to inform AFICA that CMC did business in Kentucky. AFICA sought a declaration that its policy does not cover Cope’s claim.The district court granted AFICA summary judgment. The Seventh Circuit affirmed. The plain text of the policy is unambiguous: because CMC failed to notify AFICA until after Cope’s accident that it was working in Kentucky, AFICA is not liable for Cope’s workers’ compensation claim. The policy states : “If you have work on the effective date of this policy in any state [other than Indiana], coverage will not be afforded for that state unless we are notified within thirty days.” View "Accident Fund Insurance Co. v. Schultheis Insurance Agency, Inc." on Justia Law

Defendants were California residents who served in various capacities as officers or directors of JUUL Labs, Inc. (“JUUL”), an e-cigarette manufacturer, or its predecessor companies. The State of Colorado filed an amended complaint alleging that defendants in their individual capacities, along with JUUL as a corporation, violated several provisions of the Colorado Consumer Protection Act (“CCPA”) and were subject to personal jurisdiction in Colorado. Defendants contended the district court’s exercise of personal jurisdiction over them was improper because they lacked the requisite minimum contacts with Colorado and the exercise of personal jurisdiction over them was unreasonable under the circumstances. JUUL did not argue that the district court lacks personal jurisdiction over it. The Colorado Supreme Court concluded that because: (1) the district court based its determination on allegations directed against JUUL and the group of defendants as a whole, rather than on an individualized assessment of each defendant’s actions; and (2) the State did not allege sufficient facts to establish either that defendants were primary participants in wrongful conduct that they purposefully directed at Colorado, or that the injuries alleged in the amended complaint arose out of or related to defendants’ Colorado-directed activities, the district court erred in finding that the State had made a prima facie showing of personal jurisdiction in this matter. View "In re State of Colorado v. Juul Labs, Inc." on Justia Law

A corporate shareholder alleged the corporation violated his statutory right to inspect certain records and documents. The superior court found that the shareholder did not assert a proper purpose in his request. The shareholder appealed, arguing the superior court erred by finding his inspection request stated an improper purpose, sanctioning him for failing to appear for his deposition, and violating his rights to due process and equal protection by being biased against him. After review, the Alaska Supreme Court reversed the superior court’s order finding that the shareholder did not have a proper purpose when he requested the information at issue from the corporation, but it affirmed the superior court’s discovery sanctions. View "Pederson v. Arctic Slope Regional Corporation" on Justia Law

Insured Huntington Ingalls Industries, Inc. and insurer Huntington Ingalls Industries Risk Management LLC seek a declaratory judgment stating there is coverage under a property insurance policy for certain losses incurred by Huntington Ingalls Industries due to the COVID-19 pandemic. The trial court concluded that the complaint did not allege facts that would trigger coverage under the policy and granted judgment on the pleadings in favor of reinsurers. After review, the Vermont Supreme Court disagreed, reversed the trial court. and remanded for further proceedings. View "Huntington Ingalls Industries, Inc. et al. v. Ace American Insurance Company et al." on Justia Law

Petitioner petitioned for review of the Securities and Exchange Commission order granting him a whistleblower award for providing original information leading to successful enforcement action against Citigroup, Inc. Although the SEC agreed the original information Petitioner and his team provided to the Commission warranted an award equal to 15 percent of the fine levied against Citigroup, Petitioner objected to the Commission’s determination that he and his former co-worker were to divide the award equally as joint whistleblowers.   The DC Circuit dismissed Petitioner’s petition for want of jurisdiction insofar as he challenges the amount of the award granted to his co-worker. The court denied the petition insofar as it challenges the co-worker’s eligibility for an award because the Commission’s decision was not arbitrary and capricious, or otherwise contrary to law, nor was its finding of fact unsupported by substantial evidence.   The court explained that the SEC whistleblower statute does not ask who developed the original information that led to a successful resolution of a covered action; instead, it asks who provided that information to the Commission. The SEC did not err as to the law, nor did it lack substantial evidence as to the facts, in determining that both parties acted as joint whistleblowers when they provided information to the Commission, making the co-worker eligible for an award. View "Michael Johnston v. SEC" on Justia Law

In this opinion, the Court of Appeals suggested reconsidering the holding of CompoSecure, LLC v. CardUX, LLC (CompoSecure II), 206 A.3d 807 (Del. 2018), and permitting a court of equity to consider equitable defenses to a breach of contract claim even when the parties have used the word "void" to describe the consequence of contractual noncompliance.Defendant, a co-founder and member of XRI Investment Holdings LLC (XRI), formed GH Blue Holdings, LLC as a single-member LLC and then transferred all of his Class B units in XRI to Blue (the Blue Transfer). Defendant sought to comply with a provision in the LLC agreement that governed XRI's internal affairs that generally prohibited members from transferring their member interests by evoking an exception for a transfer to a "Permitted Transferee." XRI alleged that the Blue Transfer was void ab initio and never became effective, and Defendant responded that XRI's claim was barred by the equitable defense of acquiescence. The Court of Chancery held (1) there was no impediment to a defendant raising a defense of acquiescence in response to a legal claim; and (2) this decision sets out the rationale for a court to reconsider the holding in CompoSecure II so that the Delaware Supreme Court may consider it in connection with any appeal. View "XRI Investment Holdings LLC v. Holifield" on Justia Law

Defendants JABA Associates LP and its general partners appealed the district court’s judgment granting summary judgment to Plaintiff, (“Trustee”), pursuant to the Securities Investor Protection Act of 1970 (“SIPA”). JABA was a good faith customer of Bernard L. Madoff Investment Securities LLC (“BLMIS”) and held BLMIS Account Number 1EM357 (the “JABA Account”). The Trustee brought this action to recover the allegedly fictitious profits transferred from BLMIS to Defendants in the two years prior to BLMIS’s filing for bankruptcy. The district court granted recovery of $2,925,000 that BLMIS transferred to Defendants in the two years prior to BLMIS’s filing for bankruptcy, which made it recoverable property under SIPA.Defendants appealed the district court’s grant of summary judgment. The Second Appellate District affirmed reasoning that because is no genuine dispute of material fact that Bernard L. Madoff transferred the assets of his business to Defendants, which made it recoverable property under SIPA, the district court properly granted summary judgment to Plaintiff. The court reasoned that here Here, Defendants argue that the Bankruptcy Code does not authorize an award of prejudgment interest because the statute is silent. Yet Defendants do not make any argument that this silence is dispositive. Further, the court wrote that prejudgment interest has been awarded against other similarly situated defendants in related SIPA litigation. Thus, the district court appropriately balanced the equities between the parties. Given this, the district court did not abuse its discretion in granting an award of 4 percent prejudgment interest to the Trustee. View "In re: Bernard L. Madoff Investment Securities LLC" on Justia Law

BRFHH Shreveport sued Willis-Knighton Medical Center for antitrust violations. The district court dismissed the complaint for failure to state a claim. The Fifth Circuit affirmed. The court held (A) BRF’s Section 1 claim fails because BRF hasn’t plausibly alleged an agreement between Willis-Knighton and LSU. Then the court held (B) BRF’s Section 2 claim fails because BRF hasn’t plausibly alleged market foreclosure.   The court explained that BRF’s complaint fails because the complaint alleges that Willis-Knighton’s exclusive dealing arrangement affected the upstream market for physician services. Then the complaint alleges foreclosure in the downstream medical services market. But BRF doesn’t adequately connect the two. First, the complaint already chose which market to allege. And it chose to focus on downstream markets for healthcare services—not the upstream market for physicians. BRF can’t change horses midstream. Second, though the complaint asserts that BRF had no choice but to get physicians from LSU, it admits this was a pre-existing “provision in the hospital by-laws.” So even if the restriction threatened substantial foreclosure— which BRF hasn’t alleged—BRF still would’ve failed to plead causation. View "BRFHH Shreveport v. Willis-Knighton" on Justia Law

After Plaintiff-appellant David Salazar bought Walmart, Inc.’s “Great Value White Baking Chips” incorrectly thinking they contained white chocolate, he filed this class action against Walmart for false advertising under various consumer protection statutes. The trial court sustained Walmart’s demurrers without leave to amend, finding as a matter of law that no reasonable consumer would believe Walmart’s White Baking Chips contain white chocolate. The thrust of Salazar's claims was that he was reasonably misled to believe the White Baking Chips had real white chocolate because of the product’s label and its placement near products with real chocolate. Salazar also alleged that the results of a survey he conducted show that 90 percent of consumers were deceived by the White Baking Chips’ advertising and incorrectly believed they contained white chocolate. “California courts . . . have recognized that whether a business practice is deceptive will usually be a question of fact not appropriate for decision on demurrer. ... These are matters of fact, subject to proof that can be tested at trial, even if as judges we might be tempted to debate and speculate further about them.” After careful consideration, the Court of Appeal determined that a reasonable consumer could reasonably believe the morsels had white chocolate. As a result, the Court found Salazar plausibly alleged that “‘a significant portion of the general consuming public or of targeted consumers, acting reasonably in the circumstances, could be misled’” by the chips' advertising. Judgment was reversed and the matter remanded for further proceedings. View "Salazar v. Walmart, Inc." on Justia Law