Justia Commercial Law Opinion Summaries

In 2004 HD contracted with plaintiff, to develop an inventory classification system, called a taxonomy,for HD’s database. Plaintiff would own the intellectual-property rights and would license HD to use it at no-cost as long as plaintiff remained HD's data-pool vendor and HD continued paying for services. In 2008 HD began to develop an in-house database, incorporating the taxonomy that plaintiff had created. Plaintiff learned of the plan and registered a copyright. HD sent notice terminating the relationship, with a check for $100,000 to purchase a perpetual license, pursuant to the contract. HD notified suppliers to transmit their product data to its in-house system rather than to plaintiff, which returned the check and filed suit. The district judge dismissed. The Seventh Circuit affirmed, concluding that HD did not violate copyright law and that the case did not belong in federal court. HD acted in accordance with its contract rights.

Debtor, a limited liability company, was formed by five members, who made up a Board of Managers. Forte had a 12% interest. After his requests to inspect of business records were denied, Forte sued Lynch, the member with the highest percentage interest. In the six months before filing for Chapter 11 bankruptcy, the company paid Forte $215,000 as part of the settlement. The bankruptcy court found that Forte qualified as an "insider" (11 U.S.C. 547(b)(4)(B)) and that the trustee could void and recover the transfers. The district court and Seventh Circuit affirmed. Insider status is not just a matter of title; Forte retained voting rights in the company, held a formal position on the Board, and did not resign until after he received the transferred funds.

Defendant manufactures medical goods and has distributors all over the U.S., including plaintiffs, which had exclusive distributorship agreements. When defendant terminated the agreements, plaintiffs were forced to shut down their businesses and sued for breach of contract, intentional misrepresentation, and negligent misrepresentation. The district court dismissed a negligent misrepresentation claim. A jury returned a verdict against defendant on remaining claims, awarding actual and punitive damages. The magistrate set aside the punitive damages awards. The Seventh Circuit vacated the awards of lost profits as not allowed by the contract and affirmed the decision to set aside punitive damages, but affirmed verdicts against defendant on intentional misrepresentation and negligent misrepresentation. The court vacated awards of actual damages, as supported by insufficient evidence.

The district court dismissed a complaint asserting breach of contract, breach of a covenant of good faith and fair dealing, breach of a settlement agreement, promissory estoppel, equitable estoppel, quantum meruit, unjust enrichment, constructive trust, accounting, reformation of contract, and several types of fraud in connection with agreements for "street furniture." After extensive discussion of whether the plaintiff, a sociedad anónima formed in Uruguay, was the equivalent of a corporation formed in the U.S., and the fact that the contract called for application of the law of Spain, the Seventh Circuit affirmed. The court concluded that, while the defendant did not treat plaintiff well, no rule of law entitles every business to a profit on every deal.

Defendant, an American citizen, approached plaintiff, a supplier of dairy products, about doing business with a Chinese company, affiliated with a company operated by defendant's cousin. The American did not claim to be an agent of the Chinese company, but did respond to a request for credit information and paid for the first transaction with her own check. The Chinese buyer claims that the American company wrongfully substituted an inferior product in the second transaction and did not pay. Instead of bringing a claim against the Chinese company, the plaintiff claimed fraud by the American. The district court held that the suit was barred by the economic loss doctrine. The Seventh Circuit affirmed, holding that any false statements by defendant were "interwoven" with the contract; plaintiff could have protected itself contractually against the risk of nonpayment. Holding the American liable in tort would not plug any loophole in contract law. The contract was not concerned with services, for which there is an exception.

The borrowers, former high-level employees, participated in the company’s shared investment program by purchasing company stock. The entire purchase price was funded by personal loans from banks. The company guaranteed the loans, received loan proceeds directly from the banks, and held the shares. Some participants made a profit, but in 2001 the company filed for bankruptcy. After settling with the lenders, the bankruptcy trustee filed actions against the borrowers. The district court ruled in favor of the trustee. The Seventh Circuit vacated and remanded. The borrowers may have enough evidence to satisfy the "in the business of supplying information" element of a negligent misrepresentation defense. The borrowers may raise margin Regulations G and U as an affirmative excuse-of-nonperformance defense; it is not clear whether the borrowers, the banks, the company, or the plan violated those regulations. Summary judgment on the Securities and Exchange Act Section 10(b) and Section 17(a) illegality defenses was also in error.

Plaintiff, an Illinois corporation, filed suit for conversion against a corporation based in South Korea and individuals. Although the defendants were served, there was no formal response. The individual defendants sent a letter asserting that they had no connection to the corporation and requesting dismissal. Several months later the court entered default judgment in the amount of $2,916,332. About a year later the defendants filed appearances and a motion to vacate for lack of personal jurisdiction. The district court denied the motion. The Seventh Circuit reversed and remanded. After noting that jurisdiction can be contested in the original proceeding or in a collateral action, the court concluded that the motion was not untimely. The letter did not constitute an appearance by the individuals and the corporation was not capable of making a pro se appearance. The defendants have submitted affidavits concerning whether they had "minimum contacts" with Illinois that must be considered by the court.

An Indiana medical transport company executed a software licensing agreement with the plaintiff to replace its dispatch and billing software. The software did not work as the Indiana company expected, so it attempted to exercise an option to terminate the agreement. Plaintiff sued and the Indiana company counter-claimed fraud. A magistrate dismissed the fraud claim and awarded plaintiff damages on the breach of contract claim and attorney's fees. The Seventh Circuit affirmed the decisions on fraud and breach of contract, but vacated the damages award and remanded. A party is not required to disclaim every departure from earlier proposals made during negotiations to avoid liability for fraud; there was no termination option. The plaintiff terminated the contract by locking the software, so the computation of damages was incorrect. The court ordered reconsideration of attorney fees, noting that the contract language did not appear to allow fees for defense of the fraud claim.

Wanting to retire from the trucking business, the owner entered into employment contracts so that the plaintiffs would act as CEO and vice president and a stock purchase agreement. The relationship broke down while they were negotiating a buy-sell agreement. The owner fired the plaintiffs and paid benefits specified in the employment contract. The plaintiffs did not purchase stock or place $750,000 into an escrow, as they were entitled to do to secure their position. The district court ruled in favor of the owner. The Seventh Circuit affirmed, holding that neither party violated a clause in the stock purchase contract that required that they use "best efforts" to enter into a buy-sell agreement. The plaintiffs retained the right to purchase stock, but chose not to do so, which entitled the owner to terminate their employment. The owner took full advantage of his rights under the contracts, but did not exploit the plaintiffs.

For many years the owners of the original bridal shop allowed family members to operate similar businesses under the same name. The owners sold one of their own shops and the buyer agreed to pay $75,000 per year for the use of the name and marks. When the agreement expired in 2002, the buyer continued to use the name and marks, without paying. The district court dismissed a 2007 claim under the Lanham Act, 15 U.S.C. 1117, 1125. The Seventh Circuit affirmed, holding that the owners abandoned their mark by engaging in "naked licensing:" allowing others to use the mark without exercising reasonable control over the nature and quality of the goods, services, or business on which the mark is used. It was not enough that the owners had confidence in the high quality of the buyer's operation; they retained no control.