Justia Commercial Law Opinion Summaries

ALC filed suit against Lamex in commonwealth court under Puerto Rico's Dealers' Contract Act (Law 75), which prohibits a principal from terminating a business relationship with a dealer without just cause. Before service of process, Lamex filed suit in federal court. The federal district court denied Lamex's requests to pierce the corporate veil and for preliminary and permanent injunctive relief, but granted Lamex's request for a declaratory judgment absolving it from liability under Law 75, ordered ALC to pay, and ordered the Superior Court of San Juan to release the money ALC consigned. The First Circuit affirmed the imposition of sanctions against ALC and the monetary judgment in favor of Lamex, but vacated the judgment with respect to Lamex's claims for a declaratory judgment and to pierce ALC's corporate veil. The district court erred in failing to provide indisputably clear notice of its intent to consolidate the preliminary injunction hearing with a trial on the merits under Rule 65(a)(2) and, in so doing, abrogated ALC's right to a jury trial.

Cach, L.L.C., alleging that it was an assignee of Bank of America, filed a complaint against Nathaniel Kulas seeking principal and interest on an unpaid credit card balance. The complaint stated that Kulas owed $6042 on the account. Cach then filed a motion for summary judgment, supporting its motion with affidavits and other documents alleging that the balance due on the account was $6042. In response, Kulas filed an objections to the summary judgment motion. The court found Kulas's responses were procedurally defective and granted Cach's motion for summary judgment. On appeal, the Supreme Court held that Cach's support for its assertions that it received an assignment of the account from the bank and that Kulas owed $6042 on the account was inadequate. Because Cach failed to properly establish each element of its claim without dispute as to material fact, the Court vacated the district court's grant of summary judgment and remanded the case.

May Construction Company appealed from a circuit court order declaring a lien on real property, owned by Town Creek Construction & Development, subordinate to a mortgage filed by Chambers Bank and unenforceable against a lien bond issued by Ohio Casualty Insurance Company. For reversal, May argued that the circuit court erred in (1) interpreting the materialmen's lien statute, (2) ruling that construction commenced after the execution of Chambers's mortgage, and (3) finding that May could not recover against the lien bond. Town Creek cross-appealed, arguing that the circuit court erred in ruling that May was entitled to a lien in the amount of $353,000. The Supreme Court reversed and remanded the direct appeal, holding that the circuit court erred in ruling that construction had not commenced prior to the recording of Chambers's lien because the ruling was based on the intent of the parties contrary to that plain language of the materialmen's lien statute. The Court then affirmed the cross-appeal, finding that the circuit court did not err in calculating the amount Town Creek owed May.

Plaintiff financed an ice cream hardening system. The lender held title and leased the equipment to plaintiff, but refused to set an end-of-lease purchase price. The final agreement did not refer to an estimate in a side letter or conversations concerning the lease price. Two years after the equipment was installed, plaintiff suggested an early buy-out. When the parties were unable to agree to a price, plaintiff filed suit alleging breach of contract and the covenant of good faith and fair dealing, violation of the Utah Unfair Practices Act, promissory estoppel and fraud. The district court rejected other claims, but held that the lender had fraudulently professed, in a side letter, to have estimated 12 percent as the price when, in fact, it had no estimate. The court ordered the lender to convey the equipment and refund to plaintiff part of the payments made under the agreement. The First Circuit affirmed the award of title, but remanded for recalculation of the refund. The transfer of title was an expected outcome of the contract and the evidence supported a finding of fraud.

Defendant is a valet parking business and executed a letter of intent to buy a competing company for $16 millions. An outline of a financing agreement under negotiation with a private equity group contained exclusivity and confidentiality provisions. While that agreement was in effect, the defendant's founder negotiated financing from a company that owned 24.9 % of defendant company. The private equity company sued. The district court entered judgment in favor of defendant. The First Circuit affirmed. The district court properly declined to instruct the jury on the lost opportunity theory of causation and damages; at most, the equity group was deprived of a contractually guaranteed right to prevent defendant from negotiating financing with others. The court properly instructed the jury that the exclusivity provision reference to discussing financing with "any person or entity" was ambiguous.

An anti-dumping petition claimed that Chinese firms were exporting frontseating service valves at less than fair value. The Department of Commerce calculated normal value of the valves by using India as a surrogate market economy and identifying brass bars as a primary raw material; it valued the labor factor of production using regression analysis that included wage rates and gross national income data from sixty-one market economy countries. Commerce issued a final determination that calculated the surrogate value for brass bar without excluding the imports from Japan, France, and the UAE. The Court of International Trade upheld the determination. The Federal Circuit vacated and remanded for revaluation of labor, not using the regression approach, and reconsideration of sales at issue for calculating the relevant total dumping margin. Commerce’s reading of the evidence was reasonable in including data on imports from Japan, France, and the UAE, to calculate the surrogate value of brass bar.

Plaintiff Kathy Lamarque executed a mortgage with defendant Centreville Savings Bank. After defaulting on another loan for a second mortgage on the same property, defendant disclosed the balance of plaintiff's mortgage to the purchaser of plaintiff's property at a foreclosure sale. Plaintiff filed a complaint against defendant for negligence and a violation of plaintiff's privacy rights. At trial, defendant moved for a judgment on partial findings, which the trial court granted. Plaintiff appealed, arguing that her right to privacy was violated by defendant and that the Gramm-Leach-Bliley Act and defendant's privacy policy created a legal duty to protect private information from disclosure. The Supreme Court affirmed, holding that under the facts of the case, plaintiff's privacy rights were not violated and defendant did not breach its duty to plaintiff.

In November 2001, the U.S. Department of Commerce issued an anti-dumping duty order on certain hot-rolled carbon steel flat products from Thailand, found that the company was selling the subject merchandise at less than normal value and assigned a dumping margin of 3.86%. In 2006 the order was partially revoked, as to the company, but remained in effect with respect to other exporters and producers. Commerce received a complaint that dumping had resumed and initiated changed circumstances review (CCR), despite the company's assertion that it lacked authority to so. The Court of International Trade (CIT) dismissed the company's suit for an injunction in 2009. Commerce reinstated the order with respect to the company; CIT affirmed. The Federal Circuit affirmed, holding that Commerce reasonably interpreted and acted on its revocation and CCR authority under 19 U.S.C. 1675(b, d) as permitting conditional revocation and reconsideration.

Petitioner power companies sought a writ of prohibition in connection with a ruling of the circuit court denying petitioners' motion to dismiss a breach of contract complaint filed against them by respondents, Shell Equipment and Shell Energy, as being barred by the statute of limitations. Petitioners argued that the trial court erred in ruling that the limitations period applicable to contracts for the sale of goods under the UCC does not apply to the coal sales agreement they entered into with Shell Equipment. The Supreme Court granted the writ of prohibition, finding that petitioners demonstrated clear legal error for which they were entitled to relief. The Court determined that the subject agreement constituted a sale of goods under W.V. Code 46-2-107(1), and, as a result, the four-year statute of limitations established by the UCC for the sales of goods was controlling. Because respondents did not initiate the lawsuit until after the limitations period had expired, the trial court committed error in failing to grant petitioners' motion to dismiss.

Citizens Bank filed a complaint against Howard Issler, seeking to recover funds allegedly owned to the bank in connection with a line of credit that the bank had extended to him. After judgment was entered against Howard and execution was returned unsatisfied, Citizens filed for a writ of attachment. Kymberly Issler, who had a joint account with Howard, then intervened in the civil action, objecting to the attachment and to the release of any funds to Citizens. A hearing officer granted the attachment. Citizens then filed a motion to charge garnishee to reach funds in the personal account. After a hearing, an order was entered granting Citizens' motion to charge garnishee and denying Kymberly's objection to the attachment of funds. The Supreme Court affirmed, concluding that, according to precedent, a bank has a right to use funds in a joint account to set off the debt of one account holder, regardless of whether that holder contributed any funds to the account. The Court then held that Citizens had a right to set off Howard's debt with the funds in the joint account to which he and Kymberly were signatories.