Justia Business Law Opinion Summaries

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This case involves a dispute between Dr. R. Michael Williams, a board-certified oncologist, and several defendants, including Doctors Medical Center of Modesto (DMCM) and various associated individuals. After a deterioration in their professional relationship, Williams alleged that the defendants acted to limit his medical practice and restrict his hospital privileges, affecting his ability to treat patients. Williams filed multiple lawsuits against the defendants, the second of which is the subject of this appeal.The trial court granted two anti-SLAPP motions in favor of the defendants, finding that Williams' claims arose from their protected activity and that Williams failed to establish a probability of prevailing on his claims. The court also awarded the defendants their attorney fees. Williams appealed both the granting of the anti-SLAPP motions and the awards of attorney fees.The court of appeal reversed both the granting of the anti-SLAPP motions and the award of attorney fees, finding that the trial court erred in its application of the anti-SLAPP statute. The court distinguished between the factual allegations that form the basis of Williams' claims and the defendants' protected activities, concluding that not all of the claims in the complaint arose from protected activity. As such, not all of Williams' claims were subject to the anti-SLAPP statute and the defendants were not entitled to attorney fees. The court remanded the case for further proceedings consistent with its decision. View "Williams v. Doctors Medical Center of Modesto" on Justia Law

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This appeal originates from a dispute between Alameda Health System (AHS) and Alameda County Employees’ Retirement Association (ACERA), concerning the method employed by ACERA to calculate the annual contributions that participating employers must make towards unfunded liabilities. This system was intended to ensure the ability to finance the pensions promised to employees. AHS is one of seven public entities that are part of ACERA's retirement system.Since 1948, ACERA has used the “Percentage of Payroll” method to calculate annual contributions for unfunded liabilities among its participating employers. This common approach pools actuarial risk to reduce volatility in contribution rates, simplify contribution calculations, and ensure timely funding for the retirement system. AHS raised concerns about this method in 2015, suggesting an alternative approach, the “Percentage of Liability” method, could result in AHS paying $12 million less in contributions each year.AHS requested that ACERA change its methodology and retrospectively reallocate contributions made of “approximately $65 million.” ACERA's Board unanimously voted to deny AHS's requests after consideration and consultation. AHS subsequently filed a petition for writ of mandate and complaint for declaratory relief challenging ACERA’s decisions. In 2022, the court granted ACERA's motion for summary judgment and AHS appealed. The appeals court affirmed the judgment, finding no abuse of discretion by ACERA or the lower court. View "Alameda Health System v. Alameda County Employees' Retirement Association" on Justia Law

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The case involves a challenge to the United States Securities and Exchange Commission's (SEC) denial of a whistleblower award. The petitioner, John Meisel, reported his suspicions about his former tenant's involvement in a Ponzi scheme, which he read about in a newspaper, to the SEC. After the SEC's successful enforcement action against the scheme's perpetrators, Meisel applied for a whistleblower award. The SEC denied his application, reasoning that Meisel's information did not contribute to the enforcement action. Furthermore, his assistance to a court-appointed receiver, who was tasked with recovering funds related to the scheme, did not qualify him for an award as the receiver was not a representative of the Commission. Meisel appealed the denial, claiming it was arbitrary and unsupported by substantial evidence.The United States Court of Appeals for the Eleventh Circuit denied Meisel’s petition for review. The court held that the SEC's denial of the whistleblower award was neither arbitrary nor capricious, nor was it unsupported by substantial evidence. The court found that the SEC had not used Meisel’s information in its enforcement action, and therefore, his information did not lead to its success. The court also held that Meisel's assistance to the receiver did not qualify him for an award because the receiver was an independent court officer, not a representative of the SEC. Lastly, the court determined that Meisel could not qualify for an award in any related actions because he did not qualify for an award in the covered action. View "Meisel v. Securities and Exchange Commission" on Justia Law

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This case involves a dispute between members of Black Gold Enterprises, LLC, a company formed in 2013, including plaintiff Adam Pummill, plaintiff Kurtis Robertson, and defendant Joshua T. Patterson. The source of the dispute was the payment of rent from Patterson's businesses to Black Gold for the use of a property. Patterson eventually stopped paying rent, leading to the involvement of a receiver, James Galipeau, to manage the property.The Supreme Court of the State of Montana considered the appeal by Patterson against the award of fees to the receiver and his attorney from interplead funds held by the Clerk of Court, arguing that the District Court abused its discretion. Patterson also contested the District Court's decision that the lien on the property, arising from a loan agreement between Patterson's business and Black Gold, was invalid.The Supreme Court, applying the Hickey factors to assess the reasonableness of the receiver's fees, found no abuse of discretion by the District Court. The court concluded that the receiver's work in the complex, time-consuming case was essential, and the sale of the property (Black Gold's only asset) was reasonably executed. The court also found that the District Court had the inherent power to distribute interplead funds for services related to the receivership, rejecting Patterson's claim that the dispersal should have waited until a final disposition.Thus, the Supreme Court affirmed the District Court's decisions regarding the award of the receiver and attorney fees and the method of their payment. The court did not address the issue of the validity of the lien on the property. View "Pummill v. Patterson" on Justia Law

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The case concerns Brooklyn Restaurants, Inc., a company that operates a local diner in California. The company filed a lawsuit against its insurer, Sentinel Insurance Company, Limited, after the insurer declined a claim under a commercial property insurance policy following a partial shutdown of the diner during the COVID-19 pandemic. The lower court granted Sentinel’s motion for judgment on the pleadings, ruling there was no coverage under the policy for Brooklyn’s claimed business loss. However, Brooklyn appealed, asserting that its case was unique from other COVID-19 related insurance cases filed in the state, as it had alleged a direct physical loss which should trigger coverage under the policy.Brooklyn also pointed out that their insurance policy contained a unique provision specifically covering losses attributable to a virus. Therefore, they argued, physical loss should include the cleaning of an area infected by the coronavirus. The Court of Appeal, Fourth Appellate District Division One State of California, agreed that the policy was reasonably susceptible to that interpretation. They also determined that Brooklyn had adequately alleged a direct physical loss or damage under the policy, which raised the possibility of coverage.However, the policy also included certain exclusions and conditions applicable to coverage for a loss or damage resulting from a virus. Brooklyn argued that these exclusions and conditions rendered the policy illusory. The court agreed that at the pleading stage, Brooklyn had done enough to raise the issue that its policy might be illusory, which in turn raised factual questions that required further discovery and evidence collection. Therefore, the court reversed the judgment and remanded the case back to the lower court with instructions to enter an order denying Sentinel’s motion for judgment on the pleadings. View "Brooklyn Restaurants, Inc. v. Sentinel Insurance Co., Ltd." on Justia Law

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In this case, the United States Court of Appeals for the Ninth Circuit affirmed the district court's decision to vacate the plaintiffs' quasi in rem attachment of a vessel owned by Bergshav Aframax Ltd., a defendant in an admiralty action seeking fulfillment of arbitration awards. The arbitration awards were owed to the plaintiffs by B-Gas Ltd., renamed Bepalo, a different corporate entity. The plaintiffs tried to hold Aframax liable for the arbitration awards by arguing that Aframax and Bepalo were alter egos, essentially the same entity.However, the court found that the plaintiffs failed to show a reasonable probability of success on their veil piercing theory, which would be required to establish that Aframax and Bepalo were alter egos. The court found that the plaintiffs did not demonstrate that Bepalo was dominated and controlled by the Bergshav Group, the parent corporate group of Aframax. The court noted that the minority shareholders of Bepalo exercised independent judgment in approving the relevant transactions, countering the claim that the Bergshav Group had total domination of Bepalo. Therefore, the court concluded that the plaintiffs had not met their burden of demonstrating a reasonable probability of success on their veil-piercing claim, leading to the affirmation of the district court's decision to vacate the attachment of the vessel. View "SIKOUSIS LEGACY, INC. V. B-GAS LIMITED" on Justia Law

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In the case involving Sorrento Therapeutics, Inc., its CEO, and its Vice President, the United States Court of Appeals for the Ninth Circuit affirmed the dismissal of a securities fraud class-action case brought by lead plaintiff Andrew R. Zenoff. The plaintiff alleged that the defendants violated the Securities Exchange Act and the SEC's Rule 10b-5 by falsely claiming to have discovered a "cure" for COVID-19, resulting in a temporary surge in Sorrento's stock prices.The court held that the defendants' representations about the potential COVID-19 cure, when read in context, were not materially false or misleading. The court also found that the plaintiff failed to support the requisite strong inference of scienter, or intent to deceive, manipulate, or defraud. The court noted that Sorrento's financial difficulties and the need to raise capital did not provide a strong inference of scienter. Furthermore, the plaintiff did not provide evidence of specific stock sales or purchases that would indicate an intent to manipulate stock prices.The court found that the plaintiff's allegations did not meet the specific requirements for claims of securities fraud under the Private Securities Litigation Reform Act of 1995, which include demonstrating a material misrepresentation or omission, scienter, a connection between the misrepresentation or omission and the purchase or sale of a security, reliance upon the misrepresentation or omission, economic loss, and loss causation. The court concluded that the defendants' initial enthusiasm about the potential cure was not inherently false or misleading at the time, and the plaintiff failed to establish a strong inference of scienter. As a result, the court affirmed the lower court's dismissal of the case. View "ZENOFF V. SORRENTO THERAPEUTICS, INC., ET AL" on Justia Law

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This appeal pertains to a merger between TerraForm Power, Inc. (“TerraForm”) and affiliates, officers, and other executives of Brookfield Asset Management Inc. (“Brookfield”). The plaintiffs, former TerraForm stockholders, filed a lawsuit alleging breach of fiduciary duty by the defendants. The case involves the application of the legal framework established in Kahn v. M & F Worldwide Corp. (MFW), which provides for business judgment review if certain conditions are met.The trial court dismissed the case, holding that the merger satisfied the MFW conditions, thus entitling the transaction to business judgment review rather than the more stringent "entire fairness" review. The trial court also found that the plaintiffs had failed to adequately allege coercion under MFW and had failed to adequately plead that the stockholder vote was not fully informed.On appeal, the Supreme Court of Delaware concluded that the trial court correctly dismissed the coercion claim. However, the Supreme Court disagreed with the trial court's conclusion on the disclosure issues. The Supreme Court held that it was reasonably conceivable that the proxy statement's failure to disclose certain of the special committee’s advisors’ conflicts of interest and certain management fees Brookfield anticipated from the merger was a material omission that rendered the minority stockholders' vote uninformed.Therefore, the Supreme Court reversed the trial court’s decision and held that the case should not have been dismissed. View "City of Dearborn Police and Fire Revised Retirement System v. Brookfield Asset Management Inc." on Justia Law

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The case involves a group of plaintiffs who claimed that the defendant, Bank of America, fraudulently denied them mortgage modifications under the Home Affordable Modification Program (HAMP) and then foreclosed on their homes. The plaintiffs filed their complaint in May 2018 and their amended complaint in March 2019, alleging claims based on common law fraud, fraudulent concealment, intentional misrepresentation, promissory estoppel, conversion, unjust enrichment, unfair and deceptive trade practices, and, in the alternative, negligence.However, the Supreme Court of North Carolina found that the plaintiffs' claims were time-barred by the applicable statutes of limitations. The court held that the statutes of limitations for all of plaintiffs’ claims, except for their unfair and deceptive trade practices claim, started to run at the latest by the date that each plaintiff lost his or her home. Each plaintiff lost his or her home sometime between April 2011 and January 2014. Thus, the latest point in time any plaintiff could have filed a complaint was January 2017, or in the case of an unfair and deceptive trade practices claim, January 2018. Plaintiffs did not file their original complaint until May 2018. Therefore, their claims are time-barred.The court also rejected the plaintiffs' argument that the discovery rule tolled the statute of limitations for their fraud claims beyond the dates of their foreclosures. The court found that the plaintiffs were on notice of the defendant's alleged fraud by the time they lost their homes, and they should have investigated further. The court therefore reversed the decision of the Court of Appeals and affirmed the trial court's dismissal of the plaintiffs' complaint. View "Taylor v. Bank of America, N.A" on Justia Law

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The case before the Supreme Court of North Carolina involved a dispute between The Society for the Historical Preservation of the Twentysixth North Carolina Troops, Inc. (plaintiff) and the City of Asheville (defendant). The controversy centered around a monument dedicated to Zebulon Vance, a former North Carolina Governor and Confederate Colonel. The plaintiff, a nonprofit historical preservation organization, raised funds to restore the monument and entered into a donation agreement with the City, whereby the monument was restored and then donated to the City. However, the City later decided to remove the monument, citing it as a public safety threat due to vandalism and threats of toppling.In response, the plaintiff filed a complaint against the City, alleging that the City breached the 2015 donation agreement and seeking a temporary restraining order, preliminary injunction, and a declaratory judgment. The plaintiff argued that both parties had entered into a contract with the intent to preserve the monument in perpetuity. The City filed a motion to dismiss the plaintiff’s complaint for lack of standing and failure to state a claim. The trial court granted the City's motion, and this decision was affirmed by the Court of Appeals.When the case reached the Supreme Court of North Carolina, the court reversed the Court of Appeals’ determination that the plaintiff's breach of contract claim should be dismissed for lack of standing. However, the court noted that the plaintiff had abandoned the merits of its breach of contract claim in its appeal. As such, the court affirmed the dismissal of the plaintiff's claims for a temporary restraining order, preliminary injunction, and declaratory judgment for lack of standing. The court concluded that the plaintiff failed to assert any ground for which it has standing to contest the removal of the monument. View "Soc'y for the Hist. Pres. of the Twenty-sixth N.C. Troops, Inc. v. City of Asheville" on Justia Law