Justia Commercial Law Opinion Summaries

Sunny sold seasonal merchandise to Walgreens, with Envision as an intermediary. From 2007-2012 Sunny shipped goods directly to Walgreens but routed documents through Envision. Every year Sunny sent documents calling for it to be named the beneficiary of letters of credit to cover the price. Envision passed these to Walgreens, which arranged for the letters of credit. In 2013 Sunny sent the usual documents but Envision substituted its own name for Sunny’s as the beneficiary of the letters of credit. Walgreens sent the letters of credit to Envision, which drew more than $3 million.A jury found that Envision breached its contract with Sunny by not paying it the money drawn on the letters of credit and that Envision had committed fraud. The Seventh Circuit affirmed, rejecting Envision’s argument that it cannot be liable for fraud because it was not Sunny’s agent or fiduciary and therefore did not have any duty to alert Sunny that it had changed the instructions about who would control the letters of credit. The cooperative business relations between Sunny and Envision from 2007-2012 created a “special relationship” that required Envision to notify Sunny about any deviation in their dealings. View "Sunny Handicraft (H.K.) Ltd. v. Envision This!, LLC" on Justia Law

The landlord is a four-member LLC with a single asset--a building in downtown Napa. The tenant, Stone Brewing, a large beer brewing and retail corporation, operates a brewpub in the building. Stone Brewing did not pay rent for several months during the pandemic. The landlord sued for unlawful detainer. Stone argued it was excused from paying rent because COVID-19 regulations and business interruptions triggered a force majeure provision in its lease.The trial court granted the landlord summary judgment, finding that the force majeure provision only excused performance if the claiming party was unable to meet its obligations due to factors outside its control; the tenant admitted during discovery it had the financial resources to pay rent during the period of the COVID-19 regulations but simply refused to do so. The court of appeal affirmed. The force majeure provision does not apply where the tenant had the ability to meet its contractual obligations but chooses not to perform due to financial constraints. The plain meaning of the force majeure provision does not support an interpretation that ties a party’s obligation to pay rent to its profitability or revenue stream instead of a delay or interruption caused by the force majeure event itself. View "West Pueblo Partners, LLC v. Stone Brewing Co., LLC" on Justia Law

The First Circuit affirmed the judgment of the district court denying Jose Santiago, Inc.'s (JSI) motion for a preliminary injunction under Puerto Rico's Law 75, holding that the district court did not err in concluding that a preliminary injunction was not warranted under the facts of this case.JSI, a distributor of food-service products in Puerto Rico, brought this action alleging that one of its suppliers violated Law 75 by refusing to revoking JSI's status as an exclusive distributor and by refusing to continue filling JSI's orders unless JSI agreed to a written distribution agreement that would limit the products it could order. The district court denied JSI's motion for a preliminary injunction, and JSI appealed. The First Circuit affirmed, holding that there was no error in the district court's findings and that the court properly denied a preliminary injunction. View "Jose Santiago, Inc. v. Smithfield Packaged Meats Corp." on Justia Law

Acuity operates a website that connects people looking to buy or sell homes with a local real estate agent. Acuity’s services are free to home buyers and sellers but realtors pay a fee for referrals. The real-estate broker that employed Lewis, a real estate agent, signed up to receive Acuity’s referrals. The broker required its agents (including Lewis) to pay Acuity’s fee out of their commissions from home sales. Lewis sued, alleging that Acuity makes false claims to home buyers and sellers on its website and that this false advertising violates the Lanham Act, 15 U.S.C. 1125(a)(1)(B).The Sixth Circuit affirmed the dismissal of the suit. The Lanham Act provides a cause of action only for businesses that suffer commercial injuries (such as lost product sales) from the challenged false advertising. The Act does not provide a cause of action for customers who suffer consumer injuries (such as the cost of a defective product) from false advertising. Lewis alleges that type of consumer harm as his injury from Acuity’s allegedly false advertising: He seeks to recover the referral fee (that is, the price) he paid for Acuity’s services. View "Lewis v. Acuity Real Estate Services, LLC" on Justia Law

Liposomal bupivacaine is a nonopioid pain medication that Pacira manufactures under the name EXPAREL; it is a local anesthetic administered at the time of surgery to control post-surgical pain. As of 2020, EXPAREL sales represented nearly all of Pacira’s total revenue. Pacira complains that the defendants, the American Society of Anesthesiologists, its journal, its editor, and authors published statements in a variety of forms, conveying their view that EXPAREL is “not superior” to standard analgesics or provides “inferior” pain relief.The Third Circuit affirmed the dismissal of Pacira’s suit for trade libel. Opinion statements are generally nonactionable. A “fair and natural” reading of the statements at issue shows that these are nonactionable subjective expressions. Pacira’s allegations boil down to disagreements about the reliability of the methodology and data underlying the statements; “a scientific conclusion based on nonfraudulent data in an academic publication is not a ‘fact’ that can be proven false through litigation.” Pacira failed to identify any aspect of the Articles, a Continuing Medical Education program, or a Podcast that “bring their conclusions outside the protected realm of scientific opinion.” View "Pacira Biosciences Inc v. American Society of Anesthesiologists Inc" on Justia Law

The Supreme Court held that the federal Food Security Act of 1985 (FSA) was preemptive of Kentucky's Uniform Commercial Code (UCC) and that thoroughbreds and the right to breed them are farm products within the meaning of the FSA and, as a result, any security interest in those products was extinguished when they were sold to their respective buyers.The FSA abrogated a common exception in the UCC allowing for a security interest to remain when a farm product pass from seller to buyer. At issue in this case was (1) whether the FSA applies when the product at issue was a thoroughbred horse with particularly valuable breeding rights, and (2) whether breeding rights are farm products within the FSA. The Supreme Court held (1) the FSA preempts Kentucky's farm products exception; and (2) the plain language of the FSA demonstrates that thoroughbred horses are farm products within the meaning of the FSA, and breeding rights are also farm products under the FSA. View "MGG Investment Group LP v. Bemak N.V., Ltd." on Justia Law

In 2014, EMS entered into a payment processing agreement with Procom, a business owned by Gaal that sold historical tours. The Agreement was executed by Gaal, who signed a personal-guaranty provision. It contained terms relating to “chargebacks,” which occurred when a Procom customer’s transaction was declined or canceled after EMS had credited Procom’s account for the purchase; EMS repaid the money to the Procom customer, then charged Procom for that money plus a fee. In 2019, EMS and Procom executed a second agreement, which contained an explicit integration clause; the guaranty provision was not signed by Gaal but by another Procom employee. During the COVID-19 pandemic, many customers canceled purchases with Procom, resulting in $10 million in chargebacks. Procom is involved in Chapter 7 bankruptcy proceedings. EMS filed a creditor’s proof of claim and sued Gaal. The district court dismissed for failure to state a claim, finding that the 2019 Agreement superseded the 2014 agreement “in all material respects,” including replacing Gaal’s guaranty.The Sixth Circuit affirmed in part, upholding the district court’s consideration of the bankruptcy filing for purposes of determining when chargebacks occurred and its finding that the 2019 Agreement replaced the 2014 Agreement rather than merely supplementing it. The court reversed in part, holding that any chargeback related to transactions occurring before the execution of the 2019 Agreement arose under the 2014 Agreement. View "Electronic Merchant Systems LLC v. Gaal" on Justia Law

In this interlocutory appeal, the Supreme Court held that when a person requests an electronic copy of a public electronic record under the Kansas Open Records Act (KORA) a public agency must provide that copy in electronic format.Plaintiff filed a petition to enforce her rights under KORA after Defendant - a hospital - refused to produce for Plaintiff requested electronic records in "electronic" format rather than "paper" format. The district court ordered Defendant to provide Plaintiff with electronic copies of the records. The court of appeals reversed, holding that KORA gives an agency discretion over how it provides records. The Supreme Court reversed, holding (1) the court of appeals missed the critical implication that any "accurate reproduction" of a public record must mirror the content of that record, unless specifically exempted; and (2) the only accurate reproduction of an electronic file is a copy of the electronic file. View "Roe v. Phillips County Hospital" on Justia Law

In 2006, Price approached Marcone about using e-commerce in the appliance parts industry. Price and Marcone entered into a non-disclosure agreement while evaluating the concept, but no partnership resulted. Price then created PartScription. Both companies sell appliance replacement parts online. In 2017, Price restarted talks with Marcone. In 2018, Marcone’s CEO proposed that PartScription and Marcone form a “50-50” partnership. Price accepted, and they shook hands on the idea. Price drafted a term sheet for the contemplated partnership. The first line sheet states “PartScription and Marcone (PSM) have agreed to form a partnership/joint venture to serve the independent hardware industry.” Negotiations continued. During a conference call, Marcone representatives purportedly “stated that they approved of the terms,” and offered one change regarding a joint bank account. Days later Price sent a follow-up email saying that his notes indicated “Marcone ha[d] approved the terms outlined in the draft PSM term sheet” and asking whether they needed to memorialize the agreement. No further memorialization took place. Marcone's representatives became unresponsive.In 2021, PartScription filed suit. The Seventh Circuit affirmed the dismissal of the suit. PartScription’s complaint fails to plausibly allege a valid contract; any amendment would be futile. The only documentation speaks of general goals— not obligations—and fails to identify definite and certain binding terms. View "KAP Holdings, LLC v. Mar-Cone Appliance Parts Co." on Justia Law

TURSS provided background and credit screening services to property management professionals and landlords through its online platforms and undertook to build an online platform to sell customizable electronic lease forms. TURSS sent Helix a letter of intent that the platform would be completed in 2009. The companies entered into a five-year marketing agreement that required TURSS to provide the platform and Helix to provide the product. TURSS would receive 35% of the revenue generated from sales and Helix would receive 65%. The agreement was not exclusive. Helix provided electronic forms and supporting materials to TURSS but the platform was still not completed in 2015.Helix sued TURSS for“willful and intentional” breach of contract, fraud, negligent misrepresentation, and promissory estoppel. The court ultimately granted TURSS summary judgment. The appellate court and Illinois Supreme Court reversed, finding that Helix failed to present proof of its damages with reasonable certainty. Helix did not present evidence of revenues of a similar product or a similar business in a similar market. Where a plaintiff seeks lost profits for a new company, "without a track record of profit, attempting to sell a new and untested product to a new market,” the specter of impermissible speculation arises. View "Ivey v. Transunion Rental Screening Solutions Inc." on Justia Law