Justia Commercial Law Opinion Summaries

After Valley Firewood and Tree Farm (collectively, Valley) terminated its firewood business, Gary Voisine, on behalf of Valley, filed a three-count shareholder's derivative action against Valley and Robert Berube, a shareholder and president of Valley. After a bench trial, the superior court found Berube breached his duty to act in good faith toward Valley and awarded damages to Valley in the amount of $1,500,000, with half that sum, $750,000 plus interest and costs, to be paid over to Voisine. At issue on appeal was whether Valley itself was damaged and suffered losses as a result of Berube's conduct and whether Voisine had standing to bring the derivative action on Valley's behalf. The Supreme Court vacated the judgment of the superior court, holding that Voisine lacked standing to bring a shareholder's derivative action on behalf of Valley and was not entitled to damages as a matter of law because Voisine participated in the division of assets of Valley, received the benefits of that distribution, and created a corporation to sell firewood formerly sold by Valley that was intended to replace Valley. View "Voisine v. Berube" on Justia Law

This appeal focused on the legality of a video gaming device known as Bankshot, which was developed and distributed by Appellees. Appellees filed this lawsuit after the State seized two Bankshot devices as alleged illegal gambling devices, seeking a declaration that they were not illegal. The state agencies and officers who were named as defendants filed a counterclaim seeking a declaration that Bankshot was a "game of chance" and therefore an unlawful gambling device. The district court (1) found that Bankshot was a game of chance when played in some modes but not when played by others; (2) ultimately concluded that Bankshot was a gambling device under Nebraska law; and (3) refused the State's request for injunctive relief, reasoning that there was no showing that Appellees knowingly used Bankshot to advance unlawful gaming activity. The Supreme Court affirmed, holding that the circuit court did not err in denying injunctive relief because (1) where the Bankshot game was reconfigured to comply with the terms of the district court order, injunctive relief completely banning the development and distribution of Bankshot in any form was not warranted; and (2) Bankshot, as currently configured, was not a game of chance. View "Am. Amusements Co. v. Neb. Dep't of Revenue" on Justia Law

In the garnishment action below, Plaintiffs sought to collect the consent judgments they had previously obtained in settlement of their tort actions against Americold Corporation, which was insured by Northwestern Pacific Indemnity Company (NPIC). NPIC, the garnishee in the instant action, appealed the district court's adverse rulings, contending that the underlying judgments against Americold had become dormant and extinguished, thus depriving the district court of subject matter jurisdiction to proceed with this garnishment action. Finding in favor of NPIC on that issue, the Supreme Court reversed, holding (1) when the district court entered its judgment against NPIC in this garnishment proceeding, Plaintiffs' underlying consent judgments against Americold had been extinguished by operation of the dormancy and revivor statutes; (2) because Americold was not legally obligated to pay an unenforceable judgment, NPIC was no longer indebted to Americold under its contract to pay the judgments for which Americold was legally liable; and (3) accordingly, without an indebtedness from NPIC to Americold, the district court lacked subject matter jurisdiction to grant Plaintiffs judgment against NPIC in a garnishment proceeding. Remanded with directions to dismiss these garnishment proceedings. View "Associated Wholesale Grocers, Inc. v. Americold Corp." on Justia Law

Arrow Financial Services filed a complaint against Sarah Guiliani alleging breach of contract and unjust enrichment. Arrow then filed a motion for summary judgment seeking to establish that Arrow owned a credit card account registered to Guiliani and that Guiliani owed an unpaid balance of $5044 on the account. In support of its motion, Arrow asserted in an affidavit that it was the assignee of Guiliani's credit card account with Washington Mutural. The district court granted Arrow's motion and awarded Arrow $3493, plus interest and court costs. The Supreme Court vacated the district court's judgment, holding that the district court incorrectly granted summary judgment in favor of Arrow because disputes remained as to material facts regarding the balance due on the account and its assignment to Arrow. View "Arrow Fin. Servs., LLC v. Guiliani" on Justia Law

Defendant appealed the order of the bankruptcy court granting a motion for summary judgment filed by the trustee of debtor's bankruptcy estate. The trustee sought, and the bankruptcy court entered, an order determining that defendant did not have a security interest in certain of debtor's personal property. The court held that the record supported the bankruptcy court's determination that Wells Fargo had the authority to terminate defendant's successor in interest's (NSB) financing statements. The court also affirmed on the basis that termination of the financing statements was unnecessary because NSB's security interest in the property was extinguished when Loan No. 7 was paid in full in September 2007. View "Mutual of Omaha Bank v. Lange, et al." on Justia Law

This case involved a suit by a holder of auction rate notes issued under an Indenture of Trust and certain "Supplemental Indentures" thereto, against the issuer of the notes, and the trust. Plaintiff claimed that the issuer caused the trust to pay millions of dollars in excessive fees to the issuer and an affiliate of the issuer in breach of limits on those fees set forth in the Supplemental Indentures. The court held that because plaintiff had not pled that it had met any of the conditions precedent to suit required by the no-action clause, the court dismissed plaintiff's claims. View "RBC Capital Markets, LLC v. Education Loan Trust IV, et al." on Justia Law

Decedent, as CEO of Corporation, purchased a cell phone retail outlet from Creditor for which Creditor accepted a promissory note from Corporation. Decedent signed the note as personal guarantor but died before completing payments. Two related legal actions followed: a California civil suit and this Wyoming probate action. Creditor filed a breach of contract action in California and a timely claim with Decedent's Estate in the Wyoming action. Creditor, however, failed to bring suit within thirty days after the date the Estate mailed a notice of rejection of the claim as required by Wyo. Stat. Ann. 2-7-718. Creditor then added the Estate as a defendant in the California action. In Wyoming, the probate court ruled that Creditor had not complied with section 2-7-718, that the Estate was not added to the California lawsuit until after the filing window had closed, and that Creditor should not receive equitable relief from strict application of the statute. The Supreme Court affirmed, holding that the district court did not err when it declined to provide Creditor equitable relief under Wyo. Stat. Ann. 2-7-703(c) from application of the statute of limitations found in section 2-7-718. View "In re Estate of Graves" on Justia Law

JLB Corporation, a mortgage brokering service, entered into an agreement with Bonnie Hargis to refinance her home. JLB then prepared Hargis's loan application and other financial disclosure documents. JLB alleged it played no role in drawing the note or deed of trust, which were prepared by third parties, and it did not charge for their preparation. Hargis, however, filed a three-count petition against JLB, alleging, inter alia, that JLB engaged in the unauthorized practice of law. The trial court granted summary judgment in favor of JLB on all counts. The Supreme Court (1) affirmed the grant of summary judgment to JLB as to the first two counts relating to the unauthorized practice of law where the record showed that JLB assisted Hargis only in preparing financial documents and did not show that JLB procured or assisted in the drawing of Hargis' note, deed of trust, or other legal documents; and (2) reversed the grant of summary judgment to JLB on the third count alleging unjust enrichment, as JLB's summary judgment motion failed to negate any element of Hargis' unjust enrichment claim. Remanded. View "Hargis v. JLB Corp." on Justia Law

Petitioners defaulted on their refinanced home mortgage because of financial hardships. Faced with foreclosure, Petitioners initiated a request to enjoin the foreclosure action filed by Respondents. Respondents, the substitute trustees under the mortgage and Deutsche Bank, possessed and sought to enforce an under-indorsed mortgage note, which, prior to coming into their possession, was transferred three times intermediately, bundled with a multitude of other mortgages, securitized, lost, and then discovered before the ultimate evidentiary hearing leading to the foreclosure sale. The trial court denied injunctive relief to Petitioners, and the court of special appeals affirmed. The Court of Appeals affirmed, holding that Respondents were nonholders in possession and entitled to enforce the note and deed of trust through foreclosure. View "Anderson v. Burson" on Justia Law

Plaintiff sued individual defendants and a bank alleging violations of Wisconsin Statute section 134.01, which prohibits conspiracies to willfully or maliciously injure the reputation, trade, business or profession of another. Defendants had caused appointment of a receiver for plaintiff's business and had sued, claiming that plaintiff "looted" the business. A jury verdict against plaintiff was reversed. The receivership is still on appeal. The district court dismissed plaintiff's subsequent suit for failure to state a claim. The Seventh Circuit affirmed. While plaintiff did plead malice adequately to support a claim, the claim was barred by issue preclusion. Plaintiff was attempting to relitigate whether the imposition and ends of the receivership were proper. View "Virnich v. Vorwald" on Justia Law