Justia Commercial Law Opinion Summaries

Respondent Atlantic Coast Builders and Contractors, LLC brought an action against its landlord, Petitioner Laura Lewis, for negligent misrepresentation, unjust enrichment, and breach of contract.  Atlantic also sought a return of the security deposit it paid pursuant to its lease with Lewis.  The master-in-equity entered judgment in favor of Atlantic, and the court of appeals affirmed. The landlord appealed, arguing the appellate court erred in its return of the security deposit and in calculating its damages award. Upon review, the Supreme Court found that the court of appeals erred in concluding the issue regarding the security deposit was preserved for review. Because the deposit issue was not preserved, the landlord was entitled to retain the deposit. Consequently, Atlantic's damages were reduced by $3500. The Court affirmed the appellate court as to the entry of judgment against the landlord for negligent misrepresentation and unjust enrichment. View "Atlantic Coast Builders and Contractors v. Lewis" on Justia Law

Salem Logistics entered into a loan agreement with Ark Royal Capital that required Salem to instruct its customers to send payments directly to an account maintained by Ark at Wachovia Bank. Salem subsequently agreed to provide freight bill auditing services to Variety Wholesalers. Salem requested that Variety send the amounts on the master invoices directly to the Wachovia account but did not inform Variety that the account was actually controlled by Ark. Variety later terminated its contract with Salem and filed suit for recovery of money it had forwarded to Salem that had not been paid to carriers. When Variety discovered the Wachovia account actually belonged to Ark, Variety added Ark as a defendant. The trial court entered summary judgment for Variety on its claim of conversion against Ark and for Ark on Variety's claim of constructive trust and ordered Ark to pay Variety $888,000. The court of appeals reversed and entered summary judgment for Ark on both issues. The Supreme Court reversed and remanded on both issues, holding (1) summary judgment was improper because there were genuine issues of material fact to be resolved; and (2) accordingly, the trial court also erred in its award of damages to Variety.View "Variety Wholesalers, Inc. v. Salem Logistics Traffic Servs." on Justia Law

Minority shareholders (Plaintiffs) brought this action against minority shareholders (Defendants), individually and as officers or directors of Multi-Community Cooperative Dairy (MCC Dairy). Plaintiffs' amended complaint alleged six causes of action, including oppression and/or unfairly prejudicial conduct toward minority shareholders, breach of fiduciary duty, tortious interference, and restraint of trade or commerce. The circuit court granted Defendants' motion for summary judgment on the amended complaint. The court also granted Defendants' motion for sanctions on the ground that Plaintiffs and their counsel had abused the discovery process. The Supreme Court affirmed, holding (1) the circuit court id not err as a matter of law in granting summary judgment, as there was no support that Defendants engaged in any wrongdoing; and (2) the circuit court did not abuse its discretion in ordering sanctions against Plaintiffs for abuse of discovery in refusing to attend depositions scheduled by Defendants.View "Veblen Dist. v. Multi-Cmty. Coop. Dairy" on Justia Law

Crown Castle USA, Inc. commenced an action against Orion Construction Group, LLC in Pennsylvania seeking monetary damages to satisfy an account receivable. The court entered default judgment against Orion Construction, and Crown Castle filed its foreign judgment in the office of the clerk of court of Outagamie County. The county court commissioner ordered Orion Logistics, LLC, a non-judgment debtor third party, to testify at a supplemental proceeding. The court of appeals affirmed the order. At issue on appeal was whether Orion Logistics could be compelled to testify at the supplemental proceeding under Wis. Stat. 816.06 when it was not a judgment debtor. The Supreme Court reversed, holding that section 816.06 does not grant a judgment creditor the right to compel a non-judgment debtor third party to testify at supplemental proceedings.View "Crown Castle USA, Inc. v. Orion Logistics, LLC" on Justia Law

Galen Porter was the sole shareholder in County Forest Products. Porter began operating a fuel delivery business as Porter Cash Fuel but never registered that name with the Secretary of State. Porter ordered fuel and gas from A.E. Robinson in a series of transactions that continued for three years. Ultimately, the business relationship deteriorated, and A.E. Robinson refused to deliver any more products. A.E. Robinson sued County Forest and Porter seeking payment on the account. Following a non-jury trial, the court entered judgment for A.E. Robinson jointly and severally against County Forest and Porter in the amount of the invoices plus financing charges and attorney fees. The Supreme Court modified the judgment to remove the award of attorney fees and affirmed as modified, holding that the trial court (1) properly held Porter and County Forest jointly and severally liable; but (2) erred in awarding attorney fees to A.E. Robinson pursuant to Me. Rev. Stat. 2-207.View "A.E. Robinson Oil Co. v. County Forest Products, Inc. " on Justia Law

Insured appealed the circuit court's grant of judgment on the pleadings to Broker on Insured's claims that Broker violated a fiduciary duty of loyalty to Insured by not disclosing that Broker received contingent commissions from Insurers for directing Insured's business to them and that Broker kept all interest earned on the premiums Insured sent it between the time Broker received them and the time they were forwarded to the Insurers. In addition, Insured argued that Broker breached a duty to find it the least costly policy possible. The Supreme Court reversed, holding (1) brokers do not have a duty to find insureds the lowest possible cost insurance available to meet their needs; (2) Missouri law specifically authorizes a broker to receive commissions from the insurer and to deposit premiums in an account pending their payment to the insurer or refund to the insured; but (3) the trial court erred by dismissing the petition because it could not be said as a matter of law that Emerson could not recover on one or more of its claims. Remanded.View "Emerson Elec. Co. v. Marsh & McLennan Cos." on Justia Law

Norfolk Redevelopment and Housing Authority (NRHA) filed a complaint against the St. Joe Company and Advantis Real Estate Services Company alleging unjust enrichment and seeking imposition of a constructive trust and recovery of funds supplied by NRHA to its agent, Advantis, for the payment of contractors who had performed services for NRHA. St. Joe held a perfected secured interest in Advantis's operating account and exercised its rights as a secured creditor over that account to have funds from Advantis's account, including those entrusted to Advantis as NRHA's agent, transferred to a St. Joe account. The circuit court entered summary judgment in favor of NRHA. The Supreme Court affirmed, holding that the imposition of a constructive was was proper and necessary to prevent a failure of justice and unjust enrichment.View "St. Joe Co. v. Norfolk Redev. and Hous. Auth." on Justia Law

This case began as a criminal action filed by the City of Clinton against Southern Paramedic Services, alleging that Southern Paramedic violated two of the City ordinances prohibiting an entity from engaging in the ambulance business within the City without first obtaining a franchise from the City Council. At issue was whether Southern Paramedic qualified for an exemption under Arkansas's Municipal Ambulance Licensing Act as an ambulance service provider who is "not-for-hire on a fee-for-service basis." The City filed a declaratory-judgment action seeking an interpretation of the statute. The circuit court eventually found that Southern Paramedic remained "not for hire" to the general public within the City. The City appealed. The Supreme Court dismissed the appeal as moot, as the issue of whether Southern Paramedic was "not-for-hire on a fee-for-service basis" and not subject to the City's regulation was moot because the ordinances under which the City sought to regulate Southern Paramedic had been repealed.View "City of Clinton v. S. Paramedic Servs., Inc." on Justia Law

General Electric (GE) obtained a judgment against Intra-Med for breach of contract. Thomas Schultz was the president and sole shareholder of Intra-Med. After collecting only a portion of the judgment, GE intervened in another lawsuit and filed a third-party complaint against Schultz seeking to pierce the corporate veil and hold him personally liable for the judgment against Intra-Med. The trial court entered judgment on the pleadings in favor of GE, allowing GE to pierce Intra-Med based upon the instrumentality theory of veil piercing. The court of appeals affirmed, concluding (1) none of Schultz's affirmative defenses negated the fact that he admittedly used corporate funds and property as his own to GE's detriment, and (2) Schultz's admissions fulfilled the requirements for piercing the corporate veil and supported the trial court's judgment on the pleadings. The Supreme Court reversed, holding that the trial court improperly granted GE's motion for judgment on the pleadings, as Schultz's admissions did not conclusively establish harm, fraud, or unjust loss, the three elements that must be established to warrant a piercing of the corporate veil under the instrumentality theory.View "Schultz v. Gen. Elec. Healthcare Fin. Servs., Inc." on Justia Law

Creditor attempted to collect on debt incurred by a wholly-owned subsidiary, but the subsidiary had been deprived of all income and rendered asset-less by the acts of its parent and grandparent corporations (Appellees). Creditor sued Appellees, seeking to pierce the corporate veil and establish Appellees' liability for the judgment. The trial court granted summary judgment to Creditor and the court of appeals affirmed, finding it appropriate to pierce the corporate veil where the evidence showed the subsidiary was merely an instrumentality or alter ego of Appellees, operated by them to achieve tax benefits and avoid various liabilities. The Supreme Court affirmed, holding the lower courts properly pierced the subsidiary's corporate veil to hold Appellees liable for the debt to Creditor because Appellees exercised complete dominion and control over the subsidiary, depriving it of a separate existence, and both Appellees derived the benefits associated with the lease with Creditor while rendering the subsidiary an income-less and asset-less shell incapable of meeting its lease obligations.View "Inter-Tel Techs., Inc. v. Linn Station Props., LLC" on Justia Law