Justia Commercial Law Opinion Summaries

McNeil opened a business checking account with Defendant. A “Master Services Agreement,” stated: [W]e have available certain products designed to discover or prevent unauthorized transactions, …. You agree that if your account is eligible for those products and you choose not to avail yourself of them, then we will have no liability for any transaction that occurs on your account that those products were designed to discover or prevent. McNeil was not given a signed copy of the Agreement, nor was he advised of its details. McNeil ordered hologram checks from a third party to avoid fraudulent activity. McNeil later noticed unauthorized checks totaling $3,973.96. The checks did not contain the hologram and their numbers were duplicative of checks that Defendant had properly paid. Defendant refused to reimburse McNeil, stating that “reasonable care was not used in declining to use our ... services, which substantially contributed to the making of the forged item(s).” Government agencies indicated that they would not intervene in a private dispute involving the interpretation of a contract. Plaintiff filed a putative class action, citing Uniform Commercial Code 4-401 and 4-103(a), The district court dismissed, holding that the Agreement did not violate the UCC and shifted liability to Plaintiff. The Sixth Circuit reversed. Plaintiff stated a plausible claim that the provision unreasonably disclaims all liability under these circumstances; the UCC forbids a bank from disclaiming all of its liability to exercise ordinary care and good faith. View "Majestic Building Maintenance, Inc. v. Huntington Bancshares, Inc." 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

This lawsuit involved a loan agreement between Lender and Borrowers. The agreement gave Lender an option to purchase the collateral for the loan - the famous ex-Presidential Yacht Sequoia. A valuation of the Sequoia for purposes of securing the loan was established via fraud on the part of Borrowers. The claims and counterclaims arising out of the loan agreement were eventually resolved by a settlement entered as a court order. The only issue remaining for the Court of Chancery was to oversee the computation of the amount due Borrowers from Lender should Lender elect to acquire the Sequoia. Lender agreed to a minimum option price of zero dollars. The Court of Chancery found the option price to be zero dollars. View "The Sequoia Presidential Yacht Group LLC v. FE Partners LLC" on Justia Law

Limoliner Inc., which owned and operated a fleet of luxury motor coaches, hired Dattco, Inc. to perform repair work on one of those vehicles. While Dattco recorded most of those requests in writing, Dattco neglected to write down Limoliner’s verbal request to repair one of the vehicle’s important electrical components. When Dattco failed to make any repairs to that component, Limoliner commenced this action, alleging, inter alia, that Dattco violated Mass. Gen. Laws ch. 93A, 2(a), as interpreted by 940 Code Mass. Regs. 5.05(2), by failing to record Limoliner’s request in writing. Dattco removed the case to federal court on the basis of diversity jurisdiction. Following a jury-waived trial, a magistrate judge found for Dattco on Limoliner’s regulatory claim under 940 Code Mass. Regs. 5.05, concluding that the provision at issue applies only to consumer transactions and not to transactions where the customer is another business. Limoliner appealed, and the United States Court of Appeals for the First Circuit certified a question regarding the issue to the Supreme Court. The Supreme Court answered that 940 Code Mass. Regs. 5.05 does apply to transactions in which the customer is a business entity. View "Limoliner, Inc. v. Dattco, Inc." on Justia Law

Between 2002-2006, Lucht purchased treated lumber for a deck on his vacation home in the Virgin Islands. The lumber allegedly decayed prematurely and he began replacing boards in 2010; he claims he did not discover the severity of the problem until the fall of 2011. Lucht sued the retailer, wholesaler, and treatment company of the lumber in February 2013, alleging a Uniform Commercial Code contract claim; a common law contract claim; a breach of warranty claim; a negligence claim; a strict liability claim; and a deceptive trade practices claim under the Virgin Islands Deceptive Trade Practices Act. The district court rejected the claims as time-barred. The Third Circuit affirmed, citing the “‘gist of the action doctrine,” which bars plaintiffs from bringing a tort claim that merely replicates a claim for breach of an underlying contract. View "MRL Dev. I, LLC v. Whitecap Inv. Corp" on Justia Law

James McCoolidge bought a used automobile over the Internet. After McCoolidge received the certificate of title, however, he had trouble registering the certificate in Nebraska. McCoolidge sued the man that sold him the car, a licensed dealer in Tennessee, and the insurer that had issued a surety bond to the dealership, alleging failure to deliver “clear title” for the vehicle. The district court entered judgment for Defendants, concluding that Defendants initially breached the warranty of title but that McCoolidge eventually received good title and that McCoolidge had failed to prove damages. McCoolidge appealed, arguing that even after he received a registrable certificate, certain defects cast a shadow on his title. The Supreme Court affirmed, holding that McCoolidge did not prove the damages he suffered from these defects. View "McCoolidge v. Oyvetsky" on Justia Law

Ashley Hartness entered into an oral agreement with Restoration Plus, which was owned by Rick Nuckles, for the restoration of his 1968 Pontiac Firebird. Dissatisfied with the restoration, Hartness filed suit against Nuckles, alleging breach of express warranty, breach of implied warranty, money had and received (unjust enrichment), conversion, fraud, deceit, and false representation. The circuit court entered judgment for Nuckles, finding that Hartness failed to comply with the notice requirement of the Uniform Commercial Code (UCC), which requires a party bringing suit on a warranty to notify the breaching party before filing suit. The court also rejected the remaining claims. The Supreme Court affirmed, holding (1) if breach of warranty claims exist for a contract that is exclusively for services, the UCC notice requirements apply, and the circuit court did not err in ruling that Hartness’s claims for breach of warranty failed for lack of notice; and (2) the circuit court did not err in ruling that Hartness could not recover for unjust enrichment or conversion. View "Hartness v. Nuckles" on Justia Law

Respondent had his vehicle serviced at Russel Collision and was billed for the repairs. Jeremy Martin, Russel Collision’s manager, later signed a “Notice of Sale of Motor Vehicle to Satisfy a Lien” for Respondent’s vehicle. The notice listed the “cost of process” at $1,000, which was the amount to which Russel Collision and Allstate Lien agreed they were entitled to keep Respondent’s car and sell it unless Respondent paid the costs related to the future sale of the car. Respondent’s vehicle was eventually sold at auction. Respondent filed suit against Russel Collision, Martin, and Allstate Lien, alleging that Md. Code Ann. Com. Law ("CL") 16-202(c), which provided Russel Collision a lien for Respondent’s vehicle, does not permit lien recovery costs of $1,000 as fees prior to the sale of the car. The jury returned a verdict in favor of Respondent. The Court of Special Appeals affirmed, holding that, under CL 16-202(c), a motor vehicle lien does not encompass “cost of process” fees and that such fees should not be included in the amount the customer must pay to redeem the vehicle. The Court of Appeals affirmed, holding that a garagemen’s lien does not encompass lien enforcement costs or expenses or cost of process fees prior to sale should the owner attempt to redeem the vehicle before sale. View "Allstate Lien & Recovery Corp. v. Stansbury" on Justia Law

Plaintiff claims that she entered into a credit card purchase from defendants, which did not involve mail order, shipping or cash advances, but that she “was asked for personal identification information, in the form of her email address, by defendants’ employee attending to the transaction.” Plaintiff provided the requested personal identification information, which was entered into the electronic sales register at the checkout counter adjacent to both defendants’ employee and plaintiff.” The amended complaint alleged violation of the Song-Beverly Credit Card Act, Civil Code 1747.08, which provides that: [N]o person, firm, partnership, association, or corporation that accepts credit cards for the transaction of business shall . . . request, or require as a condition to accepting the credit card as payment in full or in part for goods or services, the cardholder to provide personal identification information, which the person, firm, partnership, association, or corporation accepting the credit card writes, causes to be written, or otherwise records upon the credit card transaction form or otherwise.” The trial court declined to certify a class in plaintiff’s suit. The court of appeal affirmed, agreeing that does not prohibit the collection of personal identification information once a credit card transaction has been concluded. View "Harrold v. Levi Strauss & Co." on Justia Law