371 results for 'cat:"Fiduciary Duty"'.
Vice Chancellor Laster rules that the controller of a public company operating two separate businesses entered a seal-dealing transaction that was not entirely fair to minority shareholders, rendering the controller and other defendants liable in the amount of $1.78 per share.
Court: Delaware Chancery Court, Judge: Laster, Filed On: January 24, 2024, Case #: 2019-0798-JTL, Categories: fiduciary Duty
J. Reichek finds that the lower court improperly denied the special appearances filed by four of the five appellants in this suit asserting claims for breach of fiduciary duty and breach of contract. Accordingly, the claims against those parties should be dismissed based on a lack of jurisdiction. Reversed in part.
Court: Texas Courts of Appeals, Judge: Reichek, Filed On: January 24, 2024, Case #: 05-23-00011-CV, Categories: fiduciary Duty, Jurisdiction
Chancellor McCormick declines to dismiss two co-founders from a private company that merged with a special purpose acquisition company, which filed for bankruptcy within a year. Plaintiffs adequately pleaded aiding and abetting breach of fiduciary duty by demonstrating that the co-founders had knowledge of the company's problems and thus had been aware proxy projections were unfounded, and that the co-founders participated in the breach by misleading the board for their own benefit.
Court: Delaware Chancery Court, Judge: McCormick, Filed On: January 23, 2024, Case #: 2022-0630-KSJM, Categories: fiduciary Duty
J. Rice declines to dismiss the investors' lawsuit accusing the law firm of sending the former's $1 million investment to an untrustworthy bank, resulting in the funds going missing. The investors establish an injury-in-fact by showing that the untrustworthy bank did not return the money, with nine of the 11 investors losing $100,000 or more, while the rest lost between $25,000 and $50,000. The law firm accepted responsibility for overseeing the money and assuring the investors that it could not be withdrawn or misused without the investors' express authorization.
Court: USDC Eastern District of Washington, Judge: Rice, Filed On: January 22, 2024, Case #: 2:23cv227, NOS: Other Personal Property Damage - Torts - Personal Property, Categories: fiduciary Duty, Negligence, Legal Malpractice
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J. Kitchens finds the lower court improperly awarded funds to a school district. A county recovered funds from a business through bankruptcy proceedings, and the school district argued it was entitled to a portion of the funds. The lower court awarded the school district an amount equal to a shortfall it experienced in one relevant year, but the county argues the school district is not entitled to the funds. The instant court finds the school district is funded yearly via established accounts that hold sufficient funds to cover the school district’s budget regardless of the collection of taxes, with delinquent tax collection falling to the county for recovery. While the school district did experience a shortfall one year, the statutory procedure to recover the funds is for the school district to issue a promissory note to recover the funds from the county, which it chose not to do. The school district is not entitled to the recovered tax money. Reversed.
Court: Mississippi Supreme Court, Judge: Kitchens, Filed On: January 18, 2024, Case #: 2022-CA-00471-SCT, Categories: Bankruptcy, Tax, fiduciary Duty
J. Nunley grants, in part, Land O’ Lakes’ partial motion to dismiss an individual’s claims related to the denial of his claim for indemnity under his dairy revenue protection policy. The individual fails to show a fiduciary duty to support his breach of fiduciary duty claim, and also fails to show it had an intent to defraud him to support his intentional misrepresentation claim.
Court: USDC Eastern District of California, Judge: Nunley, Filed On: January 17, 2024, Case #: 1:22cv731, NOS: Other Contract - Contract, Categories: Insurance, fiduciary Duty, Contract
Per curiam, the appellate division finds that the lower court properly denied the construction company's motion for a default judgment in an action seeking damages for breach of fiduciary duty. The company failed to establish the existence of a continuing fiduciary relationship with the association after it terminated its membership in June 2006. Affirmed.
Court: New York Appellate Divisions, Judge: Per curiam, Filed On: January 9, 2024, Case #: 00059, Categories: Construction, fiduciary Duty
J. Byrne finds that the trial court improperly ruled to dismiss a businessman's breach of fiduciary duty claims against business partners for lack of personal jurisdiction. The determination that the claims be made in a Canadian court was improper and the trial court should have honored the businessman's wishes to litigate the case in the state in which his business resides. Reversed.
Court: Texas Courts of Appeals, Judge: J. Byrne, Filed On: January 5, 2024, Case #: 03-22-00093-CV, Categories: fiduciary Duty, Jurisdiction, Venue
Vice Chancellor Cook concludes that an interim CEO failed to act "reasonably" in firing two non-executive-officer founders of the company, which removed the roadblock for buyer LG Electronics to remove the remaining founders from the board. As such, the court compels the company to reinstate the non-executive-officers such that they may fulfill the founders' rights under the purchase agreement to select common directors.
Court: Delaware Chancery Court, Judge: Cook, Filed On: January 4, 2024, Case #: 2023-0382-NAC, Categories: fiduciary Duty
J. Benavides finds that the lower court properly granted summary judgment to the independent executrix of the sister's estate based on the affirmative defense of limitations, in this lawsuit alleging that the sister had breached her fiduciary duty to the appellant. The appellant argues that the summary judgment ruling was inappropriate based on the discovery rule and the fraudulent-concealment doctrine. However, he was not "entitled to the benefit of the discovery rule," and the fraudulent-concealment doctrine is inapplicable. Affirmed.
Court: Texas Courts of Appeals, Judge: Benavides, Filed On: January 4, 2024, Case #: 13-22-00576-CV, Categories: Fraud, Wills / Probate, fiduciary Duty
J. Trauger denies the defendant executives' motion for judgment on the pleadings in this stockholder derivative lawsuit involving a corporation that operates senior-living communities. The stockholder's complaint contends that the executives breached their fiduciary duties "by allowing the company's alleged problems to persist and by misleading the public." The court now finds that the plaintiff stockholder has plausibly alleged that the corporate board "unfairly induced her to file her claims outside the statute of limitations."
Court: USDC Middle District of Tennessee , Judge: Trauger, Filed On: January 4, 2024, Case #: 3:21cv373, NOS: Stockholders’ Suits - Contract, Categories: Civil Procedure, Health Care, fiduciary Duty
Vice Chancellor Zurn dismisses derivative shareholder claims challenging an acquisition by an alleged controller since the shareholder failed to establish that the directors either acted in bad faith or lacked independence, and thus plaintiff failed to plead demand futility.
Court: Delaware Chancery Court, Judge: Zurn, Filed On: December 28, 2023, Case #: 2022-0846-MTZ, Categories: fiduciary Duty
J. Blackwell partially grants the healthcare provider's motion to dismiss a class action alleging that it improperly linked patients' private health information and healthcare-related web activity to their Facebook profiles. Minnesota Health Records Act, invasion of privacy, breach of implied contract, unjust enrichment, negligence and Wiretap Act claims survive, as does one under the Minnesota Uniform Deceptive Trade Practices Act. Claims for breach of fiduciary duty and breach of confidence are dismissed, since the patients have not alleged that the healthcare provider was a fiduciary nor that Minnesota courts have recognized a common law "breach of confidence" claim of this kind.
Court: USDC Minnesota, Judge: Blackwell, Filed On: December 21, 2023, Case #: 0:23cv267, NOS: Other Personal Injury - Torts - Personal Injury, Categories: fiduciary Duty, Privacy, Class Action
J. Moeller finds that the trial court properly granted a private water company's motion for summary judgment on claims it improperly updated its governing documents and lacked authority to issue additional shares. No new shares have been issued so the claim is not ripe and the remaining claims are derivative and subject to specific pleading requirements that were not met. Affirmed.
Court: Idaho Court Of Appeals, Judge: Moeller, Filed On: December 19, 2023, Case #: 49237, Categories: Property, Water, fiduciary Duty
J. Traynor rules that the lower court improperly dismissed shareholder derivative claims seeking to hold directors and officers of a giant pharmaceutical distribution company liable for lack of oversight during the opioid epidemic. The trial court gave too much weight to the bellwether decision entered in federal court in West Virginia since plaintiffs possessed derivative standing and entered well pleaded "Caremark" claims. Reversed.
Court: Delaware Supreme Court, Judge: Traynor, Filed On: December 18, 2023, Case #: 22, 2023, Categories: fiduciary Duty, Jurisdiction
Vice Chancellor Will dismisses claims in which a personal transportation company contends its former president breached her duty of oversight by disregarding financial discrepancies because nothing in the complaint gave rise to "Caremark" liability claims, and facts did not suggest the corporate officer acted with bad faith.
Court: Delaware Chancery Court, Judge: Will, Filed On: December 14, 2023, Case #: 2022-1110-LWW, Categories: fiduciary Duty
J. Haynes finds the district court properly dismissed the dentists' ERISA claims. The dentists initiated this class action alleging the insurer that served as the issuer and contract record-keeper of their employee retirement plan's assets breached its fiduciary duties and engaged in a prohibited transaction with a party-in-interest. The insurer was not a fiduciary and was also not a party-in-interest when it entered the contract. The collection of the surrender fee was not a separate transaction. Affirmed.
Court: 5th Circuit, Judge: Haynes , Filed On: December 14, 2023, Case #: 22-20540, Categories: Erisa, fiduciary Duty, Contract
J. Peterson partially grants the father's motion for attorney fees and costs in a lawsuit against his son and others involving a dispute between family over ownership of a company that runs multiple car dealerships. The father is awarded one-third of his total request for attorney fees, which will amount to $204,402, and he is also awarded $60,033 in costs, bringing his total award to $264,435.
Court: USDC Western District of Wisconsin, Judge: Peterson, Filed On: December 14, 2023, Case #: 3:19cv980, NOS: Stockholders’ Suits - Contract, Categories: fiduciary Duty, Attorney Fees, Contract