27 results for 'cat:"Corporations" AND cat:"Contract"'.
J. Cogburn denies a hotel corporation’s partial motion to dismiss allegations of breach of contract brought by a class of guests. The guests claim they were placed on a “Do Not Rent” list after they complained about room conditions, but were not made aware of this fact. So, when they went to make reservations within the same hotel franchise again, they were allowed to make non-refundable payments in advance but then barred from staying in the rooms they’d paid for. The franchises refused refunds, saying they were invalid. The guests are correct that the corporation is responsible for its employees, including those of its franchises, so they may proceed.
Court: USDC Western District of North Carolina, Judge: Cogburn, Filed On: April 26, 2024, Case #: 3:22cv663, NOS: Other Contract - Contract, Categories: corporations, Class Action, contract
J. Caproni grants the investment company's motion to dismiss breach of contract claims brought by a former U.S. Senator who claims he was never compensated for serving on its subsidiary's Board of Directors. According to the ex-Senator, he is entitled to a quarterly retainer of $20,000. However, there is no evidence to support the claim that the subsidiary and parent company operate as a single economic entity in order to pierce the corporate veil.
Court: USDC Southern District of New York, Judge: Caproni, Filed On: April 22, 2024, Case #: 1:23cv9176, NOS: Other Contract - Contract, Categories: corporations, contract
J. Vitter finds for a two-member limited liability corporation in Louisiana, holding two Texas-based LLCs jointly liable for the outstanding balance of a $4 million loan. Although the obligation was vested to one LLC by operation of a merger, the original borrower-LLC was never released from its obligation under the promissory note. Furthermore, while the original borrower validly allocated its obligation under the promissory note to the other Texas LLC in the merger, thereby making it the primary obligor of the note under Texas law, nothing in Texas law supports that original borrowing LLC extinguished all liability via the merger.
Court: USDC Eastern District of Louisiana , Judge: Vitter, Filed On: April 16, 2024, Case #: 2:23cv1707, NOS: Other Contract - Contract, Categories: corporations, Banking / Lending, contract
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J. Menendez partially grants the milking machine makers' motion to dismiss the dairy farmers' suit against them alleging misrepresentation of the machine's capabilities and a number of defects. Claims against two foreign entities and one domestic entity involved in the milking machine business are dismissed for lack of personal jurisdiction, since the farmers have not adequately proved their alter-ego, agency or conspiracy theories of personal jurisdiction. A third foreign entity's motion to dismiss is denied, since disputes persist as to whether it has sufficient contacts with Minnesota to warrant personal jurisdiction. The companies' motions to dismiss for failure to state a claim are denied.
Court: USDC Minnesota, Judge: Menendez, Filed On: March 27, 2024, Case #: 0:22cv1924, NOS: Other Contract - Contract, Categories: corporations, Jurisdiction, contract
J. Delaney finds that the trial court properly permitted an attorney to withdraw from a case involving windfall profits generated from the resale of oil extraction leases and allowed reasonable time for appellants to obtain new council. The trial court also properly granted summary judgment to the community development corporation because appellant’s response did not provide evidence that is acceptable for consideration by the court.
Court: Ohio Court Of Appeals, Judge: Delaney, Filed On: March 22, 2024, Case #: 2024-Ohio-1034, Categories: corporations, Energy, contract
J. Frank partially grants the minority shareholders' motion for a temporary restraining order. The majority shareholders are restrained from terminating one minority shareholder's executive employment agreement, expanding their company's board of directors, appointing a friendly consultant to the board or assigning responsibility for financial, corporate and legal decisions to one of the minority shareholders. The minority shareholders are likely to succeed in proving that the majority shareholders have breached a Stock Transfer Agreement and on their declaratory judgment claim. Public interest and balance-of-equities factors also favor granting the temporary restraining order.
Court: USDC Minnesota, Judge: Frank, Filed On: March 22, 2024, Case #: 0:24cv524, NOS: Other Contract - Contract, Categories: corporations, Restraining Order, contract
J. Jones finds that the trial court properly and improperly ruled in a contract case arising out of a payment dispute involving a medical billing services firm and a healthcare diagnostic firm. The diagnostic firm argues that the billing firm was obligated to present a statement of work, proving what it actually owed for using its services. However, it was the diagnostic firm that failed to make payments, resulting in the violation of the agreement. Therefore, the trial court properly ruled in favor of the billing firm. Affirmed in part.
Court: Texas Courts of Appeals, Judge: Jones, Filed On: February 13, 2024, Case #: 03-22-00176-CV, Categories: corporations, Tort, contract
J. Parker affirms the circuit court's dismissal of indemnification claims filed by a fired CEO of a coal mining company who argued that the basis for federal bribery charges that he was convicted on, being payments to avoid responsibility for cleanup costs of a polluted area, had received prior approval from the company's public-relations firm's ethics lawyers. The former CEO did not sufficiently plead claims for either common-law or contractual indemnification. Affirmed.
Court: Alabama Supreme Court, Judge: Parker, Filed On: February 9, 2024, Case #: SC-2022-0863, Categories: corporations, Damages, contract
J. Rochon grants the insurer's motion to dismiss a former CEO's claims that it breached the company's directors-and-officers policy by funding the CFO's settlement with the company's liquidation trustee and continuing to represent the CFO without the company's consent. The policy does not give each insured officer the right to block the settlement of another insured or to participate in the defense of any claim against every other insured.
Court: USDC Southern District of New York, Judge: Rochon, Filed On: February 8, 2024, Case #: 1:23cv1488, NOS: Insurance - Contract, Categories: corporations, Insurance, contract
Per curiam, the Texas Supreme Court finds the court of appeals improperly ruled in a contract dispute brought by an asphalt company against a transportation firm. The asphalt seller argues that the court of appeal's interpretation of an "in-writing" provision in the two entities' contract and order for a new trial was wrong. The appeals court erred in identifying several interpretations of the contract provision. Reversed.
Court: Texas Supreme Court, Judge: Per curiam, Filed On: November 3, 2023, Case #: 22-0901, Categories: corporations, contract
J. Broderick denies the bitcoin miner's motion to dismiss claims that it failed to honor its contract with a customer who purchased $50,000 worth of cloud mining services or to compensate her with bitcoins as promised. The consumer may pursue claims against the individual defendants on a veil-piercing theory based on allegations that they siphoned funds and Bitcoins from their company to keep it undercapitalized, resulting in its current insolvency.
Court: USDC Southern District of New York, Judge: Broderick, Filed On: October 24, 2023, Case #: 1:21cv7792, NOS: Other Contract - Contract, Categories: corporations, contract
J. Byrne finds the court of appeals properly ruled against an investor who sued the members of a company, claiming he was also a member who had a stake in real estate it had purchased. Looking at the plain language of the agreement establishing membership to the company, the investor was required to make capital contributions. Because those contributions were never made, he cannot be considered a member under the agreement. Affirmed.
Court: Texas Courts of Appeals, Judge: Byrne, Filed On: October 20, 2023, Case #: 03-21-00513-CV, Categories: corporations, Business Practices, contract
J. Hixon finds the commission improperly determined that the gas purchaser and supplier were subject to day-to-day standalone contracts from the time the complaint was filed through its final order. The supplier filed its complaint with the commission asserting that fees and terms and conditions of a replacement contract were unjust and discriminatory. The supplier never accepted or executed the replacement contract and an interim arrangement was made between the companies pending the outcome of the underlying action. The commission has authority to adjust fees collecting during the period in which the complaint was pending in accordance with the final fee, and the supplier is not entitled to adjustment of fees paid before the complaint was filed. Affirmed in part. Reversed in part and remanded.
Court: Oklahoma Courts Of Appeal, Judge: Hixon, Filed On: October 12, 2023, Case #: 119361, Categories: corporations, Energy, contract
Per curiam, the appellate division finds that improperly refused to dismiss the former preferred shareholder's breach of contract action. There is no merit to his claim that the sale of a company's equity should qualify as a dissolution under the operating agreement, even if dissolution would entail the complete sale of the company's assets. Reversed.
Court: New York Appellate Divisions, Judge: Friedman, Filed On: September 21, 2023, Case #: 04704, Categories: corporations, contract
J. Deahl upholds the trial court's dismissal of a company co-owner's fraud claims against his partners related to loans taken out on behalf of the company. Although he alleges the partners forged an operating agreement to remove his ownership interest in certain properties, the company's real operating agreement granted the partners the power to take out the loans on the company's behalf. Affirmed.
Court: DC Court of Appeals, Judge: Deahl, Filed On: September 21, 2023, Case #: 22-CV-0548 , Categories: corporations, Banking / Lending, contract
Per curiam, the circuit finds the district court properly dismissed a contract claim brought by the CEO of a software company which was acquired by the holdings corporation. The CEO says that the president of the corporation promised him a $20 million "kicker" to support the sale. The contract contains a valid clause to select a forum through which to seek enforcement of the alleged oral contract, designating the Court of Chancery of the State of Delaware. Affirmed.
Court: 5th Circuit, Judge: Per curiam, Filed On: September 19, 2023, Case #: 21-50431, Categories: corporations, Venue, contract
J. King finds the lower court properly ordered arbitration. The deal struck between the two corporate entities does not fall under the contracts of employment with transportation workers exception thus making the contract's arbitration clause under the Federal Arbitration Act required. Affirmed.
Court: 4th Circuit, Judge: King , Filed On: July 25, 2023, Case #: 22-1748, Categories: Arbitration, corporations, contract
Vice Chancellor Cook finds for plaintiffs in claims alleging breach of contract and good faith and fair dealing brought after an LLC member unilaterally dissolved the company without regarding corporate formalities or notifying the other member. Because the entity had not generated revenue or assets, damages are assessed at a nominal amount of one dollar.
Court: Delaware Chancery Court, Judge: Cook, Filed On: June 30, 2023, Case #: 2020-0315-NAC, Categories: corporations, Damages, contract
J. Young finds that the court of appeals properly ruled against the owners of a tax consulting firm in a liability case it filed against the former stakeholder of the firm. An agreement between the parties stipulated that funds placed in escrow would be distributed to the stakeholder in the event he prevails in a separate case. After the funds were taken by the firm’s attorney, the firm’s owners sued the stakeholder, seeking to discharge themselves of further liability. While the funds were placed in escrow, the liability did not shift, thus the owners were still responsible for the funds and have not satisfied the agreement. Affirmed.
Court: Texas Supreme Court, Judge: Young, Filed On: June 30, 2023, Case #: 22-0050, Categories: corporations, Fiduciary Duty, contract
J. Kelley denies, in part, a software company owner's motion to dismiss several counterclaims filed by a company that claims he hid material information about his business during the company's purchase of it. The company has adequately pleaded its claims for fraudulent concealment and misrepresentation, along with state law violations.
Court: USDC Massachusetts, Judge: Kelley, Filed On: June 23, 2023, Case #: 1:22cv10864, NOS: Other Contract - Contract, Categories: corporations, Fraud, contract
J. Devine finds the court of appeals properly ruled in favor of Headington Royalty, an oil and gas firm, in a contract case concerning whether Finley Resources was released from a mineral rights lease. Headington argues that the lease ended due to the fellow oil and gas company’s inactivity under the agreement. The contract, when construed in context, unambiguously severs Finley’s lease. Affirmed.
Court: Texas Supreme Court, Judge: Devine, Filed On: May 12, 2023, Case #: 21-0509, Categories: corporations, Business Expectancy, contract