Corporation & Enterprise Law
[01/09] Lee-Barnes v. Puerto Ven Quarry Corp.
In a suit to recover investments after failed business dealings, an appeal of an order nullifying a prejudgment surety bond after the poster declared bankruptcy is dismissed where: 1) the district court's Rule 54(b) certification of the order constituted an abuse of discretion since the order failed to meet either Rule 54(b)'s "party" or "claim" requirement; and 2) the bond issue did not rise to the level of importance needed for recognition under the collateral-order doctrine.
[01/08] Pennzoil-Quaker State Co. v. US
In a suit brought by Pennzoil-Quaker State Company seeking a refund under section 1341 of the Internal Revenue Code, partial summary judgment in favor of Pennzoil is reversed where: 1) payments it made in settlement of an antitrust suit brought by its suppliers of crude oil did not arise from the same circumstances as its past understatement of cost of goods sold (COGS); and 2) even if its claim did not suffer that fatal flaw, relief under section 1341 would be barred by the inventory exception.
[01/07] In re: Ferro Corp. Derivative Litig.
In a shareholder derivative suit, dismissal of plaintiffs' complaint for failing to allege, with adequate particularity, that a demand would be futile, and a denial of their Rule 60(b) Motion for Relief from the Judgment, are affirmed where the district court neither erred in dismissing plaintiffs' complaint nor abused its discretion in denying plaintiffs' motion for relief.
[01/03] Fed. Trade Comm'n v. QT, Inc.
In an agency action alleging that the promotion of therapeutic "ionized bracelets" constituted fraud, judgment for the FTC is affirmed where: 1) the magistrate judge did not hold the defendants' promotional statements to an excessively rigorous standard of proof; 2) the defendants failed to produce evidence rebutting the FTC's reasonable estimate of their profits; 3) the discrepancy between the return period for phone orders and orders placed over the Internet deceived reasonable persons who relied on information from a television commercial; and 4) the primary investor and CEO could be held jointly and severally liable since he engaged in both participation and control of the false promotional activities.
[12/26] Melea, Ltd. v. Jawer SA
In a suit brought by a Gibraltar corporation against a Swiss corporation that managed its finances, alleging that defendant breached its fiduciary duties by permitting a Colorado lawyer to overcharge for legal services and misappropriate funds from plaintiff, grant of defendant's motion for dismissal is affirmed for lack of personal jurisdiction. Defendant's motion for "just damages, including attorney's fees and costs" under Swiss law is remanded for further proceedings.
[12/26] Dismuke v. Rand Cook Auto Sales
In a suit for declaratory judgment, specific performance, and breach of contract which sought to pierce defendant's corporate veil to reach defendant-Grossman, dismissal of suit against defendant-Grossman and denial of defendant's motion for sanctions against plaintiff is affirmed where the trial court did not abuse its discretion in finding that the plaintiff made a reasonable inquiry into the facts and a good faith argument, not interposed for an improper purpose.
[12/21] Cox Enters., Inc. v. News-Journal Corp.
District court, in determining "fair value" of stock held by plaintiff under Fla. Stat. section 607.1436, did not abuse its discretion in: 1) utilizing a comparable sales/fair market value method to determine "fair value"; 2) interpreting "going concern" to mean that the business would be run in a reasonably prudent manner going forward; or 3) normalizing defendant's operating margin. Moreover, there was no abuse of discretion in the court's refusal further to adjust its calculation of fair value to account for any corporate waste.
[12/21] Cox Enters., Inc. v. News-Journal Corp.
District court, in determining "fair value" of stock held by plaintiff under Fla. Stat. section 607.1436, did not abuse its discretion in: 1) utilizing a comparable sales/fair market value method to determine "fair value"; 2) interpreting "going concern" to mean that the business would be run in a reasonably prudent manner going forward; or 3) normalizing defendant's operating margin. Moreover, there was no abuse of discretion in the court's refusal further to adjust its calculation of fair value to account for any corporate waste.
[12/20] Ederer v. Gursky
Partnership Law section 26(b) does not shield a general partner in a registered limited liability partnership from personal liability for breaches of the partnership's or partners' obligations to each other.
[12/19] Mercury Interactive Corp. v. Klein
In shareholder derivative action brought on behalf of corporation to recover damages to the corporation resulting from the alleged backdating of stock options by several former executives, order granting motion of media representatives to unseal complaint and exhibits is reversed as the trial court erred when it found that there was a presumption of public access to the exhibits to the complaint under NBC Subsidiary (KNBC-TV), Inc. v. Superior Court (1999) 20 Cal.4th 1178, and under the sealed records rules.
[12/18] Bill Signs Trucking, LLC v. Signs Family Ltd. P'ship
A tenant's preemptive purchase rights under a commercial lease are not triggered by the conveyance of an interest in the property between co-partners in a family limited partnership that owns the property and is the landlord.
[12/14] Carpenter Tech. Corp. v. US
In an anti-dumping duties case involving a group of Indian companies that produce steel products, a decision affirming a final determination of anti-dumping duties by the Department of Commerce against defendants is reversed where the DOC's original decision to treat as a single entity, or "collapse," three companies within defendant for the purpose of calculating anti-dumping duties, was supported by substantial evidence.
[12/14] JPMorgan Chase Bank, N.A. v. Winget
In a bank's action seeking, on the basis of the various agreements between the parties, to inspect the financial records of two other companies owned by defendant after one of his companies filed for bankruptcy, grant of bank's request for specific performance of its inspection rights is affirmed where: 1) a specific provision explicitly permits the bank to exercise its inspection rights "at any time following an alleged violation," and "reasonable efforts" provisions were inapplicable to such rights; and 2) there was no error as to the specific performance order.
[12/14] Pfahler v. Nat'l Latex Prods. Co.
In an ERISA suit brought by former employees of defendant against it and various other parties after those parties allegedly breached fiduciary duties that they owed to the company's Welfare Benefit Plan, dismissal of plaintiffs claims is affirmed in part, but reversed in part where, contrary to the ruling below, plaintiffs are permitted to seek relief from defendants pursuant to section 502(a)(2) of ERISA.
[12/13] Barton v. Khan
In suit for breach of fiduciary duty and Labor Code violations, sustaining of demurrer is reversed where the trial court erred in refusing to accept the amended complaint for filing or giving plaintiff leave to amend.
[12/13] Peninsula Asset Mgmt. (Cayman) Ltd. v. Hankook Tire Co.
In a suit brought by plaintiffs against a South Korean corporation and a natural citizen of South Korea raising breach of contract and fraud claims, summary judgment for defendants is affirmed where there were alien corporations on both sides of the controversy, and thus the case lacked complete diversity for purposes of diversity jurisdiction. It makes no difference whether plaintiff-Grand Cayman Islands corporation has its principal place of business in the U.S.
[12/12] Centerpoint Energy, Inc. v. Super. Ct. (City and County of Dublin)
In case involving a number of coordinated antitrust actions alleging numerous energy-related defendants engaged in a conspiracy from 1999-2002 to manipulate prices in the California retail natural gas market, petition for writ of mandate challenging exercise of jurisdiction by the California courts is granted as the trial court erred as a matter of law in applying the rule of successor liability for jurisdictional purposes to petitioner, due to the undisputed evidence about the nature and purpose of the corporate restructuring processes that took place.
[12/10] Sparkman v. Comm'r of Internal Revenue
A decision upholding a notice of deficiency with respect to certain tax years is affirmed over taxpayer's claims that the tax court erred in: 1) finding that one of his business entities lacked economic substance and should be disregarded for income tax purposes; 2) excluding certain amended tax returns from evidence admitted; 3) holding that he had not substantiated several depreciation and charitable deductions; 4) calculating his income for certain years; and 5) imposing accuracy-related penalties under section 6662(a) of the Internal Revenue Code.
[12/10] Coen v. Coen
In an action brought against defendants who reside in England and France, claiming the defendants defrauded her father in connection with certain shares he owned in a family-owned British company, dismissal of the lawsuit is affirmed where, under the circumstances of the case, the district court did not err in finding no personal jurisdiction over defendants.
[12/07] Via Christi Reg'l Med. Ctr., Inc. v. Leavitt
Denial of successor-in-interest hospital operator's request for reimbursement for Medicare depreciation expenses, made after the consolidation of two non-profit operators, is affirmed where: 1) although the defendant's "related party" interpretation contradicted the plain language of 42 C.F.R. section 413.134; nevertheless, 2) defendant properly denied reimbursement pursuant to a finding that no "bona fide sale" occurred under 42 C.F.R. section 413.134(f).
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