Justia Commercial Law Opinion Summaries

The creditors shipped goods via common carrier from China to World Imports in the U.S. “free on board” at the port of origin. One shipment left Shanghai on May 26, 2013; World took physical possession of the goods in the U.S. on June 21. Other goods were shipped from Xiamen on May 17, May 31, and June 7, 2013, and were accepted in the U.S. within 20 days of the day on which World filed its Chapter 11 petition. The creditors filed Allowance and Payment of Administrative Expense Claims, 11 U.S.C. 503(b)(9), allowable if: the vendor sold ‘goods’ to the debtor; the goods were "received" by the debtor within 20 days before the bankruptcy filing; and the goods were sold in the ordinary course of business. Section 503(b)(9) does not define "received." The Bankruptcy Court rejected an argument that the UCC should govern and looked to the Convention on Contracts for the International Sale of Goods (CISG). The CISG does not define “received,” so the court looked to international commercial terms (Incoterms) incorporated into the CISG. Although no Incoterm defines “received,” the incoterm governing FOB contracts indicates that the risk transfers to the buyer when the seller delivers the goods to the common carrier. The Bankruptcy Court and the district court found that the goods were “constructively received” when shipped and denied the creditors’ motions. The Third Circuit reversed; the word “received” in 11 U.S.C. 503(b)(9) requires physical possession. View "In re: World Imports Ltd" on Justia Law

Lexington Insurance denied a claim by its insured, Double D Warehouse, for coverage of Double D’s liability to customers for contamination of warehoused products. One basis for denial was that Double D failed to document its warehousing transactions with warehouse receipts, storage agreements, or rate quotations, as required by the policies. PQ was a customer of Double D whose products were damaged while warehoused there. PQ settled its case against Double D by stepping into Double D’s shoes to try to collect on the policies. PQ argued that there were pragmatic reasons to excuse strict compliance with the policy’s terms. The Seventh Circuit affirmed summary judgment in favor of Lexington. PQ accurately claimed that the documentation Double D actually had (bills of lading and an online tracking system) should serve much the same purpose as the documentation required by the policies (especially warehouse receipts), but commercially sophisticated parties agreed to unambiguous terms and conditions of insurance. Courts hold them to those terms. To do otherwise would disrupt the risk allocations that are part and parcel of any contract, but particularly a commercial liability insurance contract. PQ offered no persuasive reason to depart from the plain language of the policies. View "PQ Corp. v. Lexington Insurance Co." on Justia Law

Trinity Lutheran Child Learning Center, operating on church property, sought to replace its playground’s gravel surface by participating in Missouri’s Scrap Tire Program, which offers grants to qualifying nonprofit organizations that install playground surfaces made from recycled tires. The Department of Natural Resources had a strict, express policy of denying grants to any applicant owned or controlled by a church, sect, or other religious entity and denied the Center’s application, citing Missouri Constitution Article I, Section 7. The Church sued under the Free Exercise Clause of the First Amendment. The Eighth Circuit affirmed dismissal. The Supreme Court reversed. The policy violated Trinity's rights under the Free Exercise Clause of the First Amendment by denying the Church an otherwise available public benefit on account of its religious status. Laws imposing special disabilities on the basis of religious status trigger the strictest scrutiny. The Court rejected an argument that simply declining to allocate to Trinity a subsidy the state had no obligation to provide did not meaningfully burden the Church’s free exercise rights; the Free Exercise Clause protects against “indirect coercion or penalties on the free exercise of religion, not just outright prohibitions.” The express discrimination against religious exercise here is not the denial of a grant, but rather the refusal to allow the Church—solely because it is a church—to compete with secular organizations for a grant. Trinity was put to the choice between being a church and receiving a government benefit. The Department “offers nothing more than Missouri’s preference for skating as far as possible from religious establishment concerns.” View "Trinity Lutheran Church of Columbia, Inc. v. Comer" on Justia Law

Plaintiff defaulted after Defendant loaned Plaintiff money to buy a car. Defendant repossessed the vehicle and sent Plaintiff two notices in connection with its efforts to sell the car and collect any deficiency owed on the loan - a pre-sale notice and a post-sale notice. Plaintiff filed this putative class action claiming that the two notices violated the Uniform Commercial Code and Massachusetts consumer protection laws. Even though the parties did not request it, the First Circuit certified three questions to the Massachusetts Supreme Judicial Court because the outcome of this case hinged entirely on questions of Massachusetts law that Massachusetts courts have not yet addressed. View "Williams v. American Honda Finance Corp." on Justia Law

Businesses challenged New York General Business Law section 518, which provides that “[n]o seller in any sales transaction may impose a surcharge on a holder who elects to use a credit card in lieu of payment by cash, check, or similar means,” as violating the First Amendment by regulating how they communicate their prices, and as unconstitutionally vague. The Second Circuit vacated a judgment in favor of the businesses, reasoning that in the context of singlesticker pricing—where merchants post one price and would like to charge more to customers who pay by credit card—the law required that the sticker price be the same as the price charged to credit card users. In that context, the law regulated a relationship between two prices: conduct, not speech. The Supreme Court vacated, limiting its review to single-sticker pricing. Section 518 regulates speech. It is not a typical price regulation, which simply regulates the amount a store can collect. The law tells merchants nothing about the amount they may collect from a cash or credit card payer, but regulates how sellers may communicate their prices. Section 518 is not vague as applied to the businesses; it bans the single-sticker pricing they wish to employ, and “a plaintiff whose speech is clearly proscribed cannot raise a successful vagueness claim.” View "Expressions Hair Design v. Schneiderman" on Justia Law

Dominion and Bransen entered into a contract wherein Bransen was paid $27 million for coal product which would satisfy rigid specifications and environmental regulations. When Bransen failed to deliver product meeting the requirements, Dominion filed suit in district court. Dominion was awarded partial summary judgment on claims related to Bransen's delivery of coke breeze, and the district court held in favor of Dominion after a bench trial on its claims related to the delivery of waste coal. The district court awarded Dominion $22 million in damages. The court affirmed the district court's ruling in favor of Dominion as to liability where Bransen was liable for delivery product that did not satisfy the contracts between the parties. The court rejected Bransen's argument that the district court awarded damages, including indirect damages, in violation of Section 8.8 of the parties' contract, and rejected Bransen's challenges to the calculation of the damages award. Because the court found no error, the court affirmed the district court's judgment. View "Virginia Electric and Power v. Bransen Energy" on Justia Law

Growers sold their perishable agricultural products on credit to a distributor, Tanimura, which made Tanimura trustee over a Perishable Agricultural Commodities Act (PACA), 7 U.S.C. 499a-499t, trust holding the perishable products and any resulting proceeds for the Growers as PACA-trust beneficiaries. Tanimura then sold the products on credit to third parties and transferred its own resulting accounts receivable to Agricap through a Factoring Agreement or sale of accounts. In this suit against Agricap, Growers alleged that the Factoring Agreement was merely a secured lending arrangement structured to look like a sale but transferring no substantial risk of nonpayment on the accounts; the accounts receivable and proceeds remained trust property under PACA; because the accounts receivable remained trust property, Tanimura breached the PACA trust and Agricap was complicit in the breach; and PACA-trust beneficiaries such as Growers held an interest superior to Agricap, and Agricap was liable to Growers. The court agreed with the district court's conclusion that Boulder Fruit Express & Heger Organic Farm Sales v. Transportation Factoring, Inc., controls the outcome of the case. The district court noted that the Ninth Circuit in Boulder Fruit expressly addressed the commercial reasonableness of a factoring agreement but implicitly rejected a separate, transfer-of-risk test. The district court further noted that the factoring agreement in Boulder Fruit transferred even less risk than the Factoring Agreement in the present case. Accordingly, the court affirmed the judgment. View "G.W. Palmer & Co. v. Agricap Financial" on Justia Law

Leigh Murphy d/b/a Murphy Cattle Co. appealed the bankruptcy court's orders holding that Sweetwater's lien in certain cattle was superior to Murphy's rights as an unpaid seller of the cattle. The panel concluded that the result in this case would be the same under either Colorado or Nebraska law and thus relied on cases from both states interpreting the relevant provisions of the UCC; Murphy signed a document transferring ownership of the cattle to Debtor Leonard, such that others could reasonably rely on Leonard's claim of ownership; Moffat County State Bank v. Producers Livestock Marketing Assoc. does not stand for the proposition that Article 2 is inapplicable here as to the passage of title, and the bankruptcy court did not err in turning to Article 2 of the UCC; pursuant to section 2-401, title passed to Leonard at the moment the cattle were shipped; Murphy's right to have title re-vest in him when the checks were dishonored was limited to his reclamation rights; under section 2-403, when Leonard received title from Murphy at the time of shipping, he received all the title Murphy had, as well as the power to transfer good title to a good faith purchaser for value (Sweetwater in this case); the panel denied Sweetwater's request to strike Murphy's electronic record filing; and the panel denied Sweetwater's oral request for sanctions. Accordingly, the court affirmed the judgment. View "Sweetwater Cattle Co. v. Murphy" on Justia Law

Organik and Dow both manufacture opaque polymers, hollow spheres used as additives to increase paint’s opacity. Dow has maintained its worldwide market-leader position through a combination of patent and trade-secret protections. Dow filed a complaint with the International Trade Commission requesting an investigation into whether Organik’s opaque polymer products infringed four Dow patents. The Commission granted Dow’s request, and the parties began discovery. During the proceedings, Dow amended its complaint to add allegations of trade secret misappropriation when it discovered that Organik may have coordinated the production of its opaque polymers with the assistance of former Dow employees. As Dow attempted to obtain discovery relating to the activities of those employees, Dow discovered spoliation of evidence “on a staggering scale.” The Federal Circuit affirmed the Commission’s imposition of default judgment and entry of a limited exclusion order against Organik as sanctions for the spoliation of evidence. Organik’s “willful, bad faith misconduct” deprived Dow of its ability to pursue its trade secret misappropriation claim effectively. The record supports the limited exclusion order of 25 years with the opportunity for Organik to bypass that order at any time if it can show that it has developed its opaque polymers without using Dow’s misappropriated trade secrets. View "Organik Kimya v. International Trade Commission" on Justia Law

This dispute arose out of contract for the shipment of used tires from Puerto Rico to Vietnam. Because it arrived late to Vietnam, the shipment accrued port storage charges, demurrage charges, and related administrative fees. The district court granted summary judgment to the carrier, Mediterranean Shipping Co., concluding that Best Tire Recycling, Inc. was the shipper, and therefore, pursuant to the bills of lading, was liable to Mediterranean for unpaid ocean freight charges, shipping container demurrage, port storage, and related administrative fees. Best Tire appealed, arguing that the parties’ course of conduct overcame the presumption that Best Tire, who was identified as “shipper” on all of the bills of lading, bore liability. The First Circuit affirmed, holding that because Best Tire was designated as the shipper on the bills of lading, there were no genuine issues of material fact as to whether Best Tire was the shipper. View "Mediterranean Shipping Co. v. Best Tire Recycling, Inc." on Justia Law