39 results for 'cat:"Securities" AND cat:"Contract"'.
J. Perez finds that the district court improperly dismissed claims seeking to recover losses from the purchase of residential mortgage-backed securities related to 56 trusts administered by two U.S. banks. The investor was contractually barred from bringing claims against trusts with "no action clauses" without complying with pre-suit obligations, but this requirement must be weighed when parties with likely conflicts of interest are involved. On remand, a closer look must be made into whether pre-suit demands would be futile.
Court: 2nd Circuit, Judge: Perez, Filed On: April 30, 2024, Case #: 22-854, Categories: Civil Procedure, securities, contract
J. Silva grants the developer's motion to dismiss his former partner's contract claim. The developer made significant purchases of shares of cannabidiol companies on his long-term partner's recommendation, a move that also included discussion of a 50/50 partnership. Though certain meetings were held in Nevada, investments were made in companies headquartered in other states, and the developer has not purposefully conducted business in Nevada or purposefully directed his activities toward Nevada. There is no basis for jurisdiction.
Court: USDC Nevada, Judge: Silva , Filed On: March 14, 2024, Case #: 2:22cv821, NOS: Other Contract - Contract, Categories: securities, Partnerships, contract
J. Biggs grants a stockholder’s motion for entry of default judgment against an investment company after he alleges the company failed to issue him 200,000 shares he purchased for $100,000. Although the company claims it would not return the stockholder’s investment because it had fallen victim to an attempt to defraud it, it is still subject to the contract with the stockholder to return his investment, now with interest.
Court: USDC Middle District of North Carolina, Judge: Biggs, Filed On: March 12, 2024, Case #: 1:23cv345, NOS: Other Contract - Contract, Categories: Commerce, securities, contract
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J. Halpern partially denies the company's motion to dismiss claims arising out of an equity purchase agreement. The agreement does not provide any legal consequence for late delivery of an earn-out calculation statement, and the court declines to impose one. However, the purchaser may pursue a breach of contract claim to the extent it is based on failure to provide access to books and records.
Court: USDC Southern District of New York, Judge: Halpern, Filed On: March 11, 2024, Case #: 7:21cv7920, NOS: Other Contract - Contract, Categories: securities, contract
J. Gonzalez grants partial summary judgment and finds a Canadian augmented reality advertising firm liable on two investor’s breach of contract claim alleging the firm violated an agreement allowing investors to convert their stock warrants into shares conditioned upon certain criteria. The company was not allowed to accelerate the warrants’ expiration because its stock price had not maintained a value of $0.75 for 10 consecutive days, as stipulated under the agreement. The court leaves the question of damages for a jury to determine.
Court: USDC Eastern District of New York, Judge: Gonzalez, Filed On: February 23, 2024, Case #: 2:20cv3880, NOS: Other Contract - Contract, Categories: securities, contract
J. Abramson finds the county court improperly dismissed the construction company's counterclaim. The capital group brought a breach of contract action after the company allegedly failed to make payments outlined in the contract for future receivables. The construction company argues the contract qualifies as a security, and the county court failed to consider all relevant factors as to whether the contract is subject to the Arkansas Securities Act. Reversed.
Court: Arkansas Court Of Appeals, Judge: Abramson , Filed On: February 21, 2024, Case #: CV-22-100, Categories: Construction, securities, contract
J. Troutman answers a reformulated certified question by finding that Venezuelan law governs the validity of notes offered for swap by a state-owned oil company to avoid default. While documents outlining the exchange of older, unsecured notes for newer, secured ones contained a choice-of-law provision, New York's uniform commercial code specifies that the laws of the issuer's jurisdiction apply, and the swap was not authorized as required by the Venezuelan National Assembly. New York law, however, will determine all other aspects of the transaction under the uniform commercial code, including any consequences of a defect in a security's validity.
Court: New York Court Of Appeals, Judge: Troutman, Filed On: February 20, 2024, Case #: 06, Categories: securities, Choice Of Law, contract
J. Watters denies in large part a motion to dismiss several securities and contract claims against an oil company and its president from the president's sister. The sister claims that despite her having an ownership in the company, the president has used the company to benefit himself and his family to the detriment of his sisters, violating a trust as a result. Neither party has shown that any of the "triggering events" have happened yet, meaning the statute of limitations period has not even begun. Some claims are tossed, such as a misapplication of corporate assets claims, for being derivative of others.
Court: USDC Montana, Judge: Watters, Filed On: February 14, 2024, Case #: 1:23cv59, NOS: Stockholders’ Suits - Contract, Categories: securities, contract
J. Ludwig grants summary judgment to the financial correspondent, the investment firm and the firm's founder the investors claim were involved with their transactions with a wealth management group that turned out to be a Ponzi scheme, which caused the investors to lose hundreds of thousands of dollars. The investors have failed to bring specific evidence of specific wrongdoing by the the correspondent, firm and founder, instead mostly reiterating the wrongdoing of the group and its chief, who is now in prison. The investors' claims of intentional misrepresentation, negligent misrepresentation, and claims of violations of Wisconsin statutes involving the sale of unregistered securities, fraud and unlicensed brokers fail, and the correspondent, firm and founder are dismissed. The investors have 14 days to make a case for why the firm's employee should not also be granted summary judgment.
Court: USDC Eastern District of Wisconsin, Judge: Ludwig, Filed On: February 7, 2024, Case #: 2:18cv2005, NOS: Other Contract - Contract, Categories: Fraud, securities, contract
J. Gettleman grants a clinical research company’s motion to dismiss one of its former stock holders’ contract, fraud, securities and estoppel claims. The stock holder claims the company provided him with misleading data as to the value of his shares, which in turn meant he took on a much higher tax liability than he was expecting when he sold the shares following a merger the company went through in 2021. However, the court agrees with the company that the stock holder has failed to show the company acted with fraudulent intent. The court also opines the stock holder has failed to show that the company “promised to provide him with accurate, updated fair market value information” through a separate trading platform.
Court: USDC Northern District of Illinois, Judge: Gettleman, Filed On: December 20, 2023, Case #: 1:23cv5782, NOS: Other Contract - Contract, Categories: Fraud, securities, contract
J. Griggsby grants a cannabis company’s renewed motion to dismiss counterclaims from a cannabis processer manager this contract breach suit alleging that he did not communicate with the Maryland Medical Cannabis Commission to transfer management pursuant a stock agreement. The manager’s counterclaims lack allegations to support any of the elements brought forward and he fails to state plausible claims based on recission his counterclaims are dismissed.
Court: USDC Maryland, Judge: Griggsby, Filed On: December 19, 2023, Case #: 1:22cv90, NOS: Other Contract - Contract, Categories: securities, contract
J. Bishop finds the trial court properly determined the amount of the former company vice president's interest in the company in an employment contract action. The court denied the company's motion for a directed verdict seeking declaratory judgment in favor of its determined amount of $410,000 and found the fair market value was $2 million. An independent expert business valuator noted the company's analysis lacked independence and consideration of future projects, while it also used an excessive discount rate and subtracted future debt. Furthermore, the former vice president testified his IRS filing reflects a $2 million closeout of the account. Affirmed.
Court: Nebraska Court Of Appeals, Judge: Bishop , Filed On: November 28, 2023, Case #: A-22-892, Categories: Employment, securities, contract
J. Harris finds that the trial court properly granted summary judgment to a university that was sued by a research partner that claimed the university had breached a shareholder agreement. No issue of fact was presented that would indicate that the university ever signed an agreement, that it had agreed to its terms or that the agreement was enforceable. Affirmed.
Court: Utah Court Of Appeals, Judge: Harris, Filed On: October 19, 2023, Case #: 20210654-CA, Categories: securities, contract
J. Hicks dismisses this suit brought by shareholders regarding an oral contract between the corporation's board of directors that contemplated one of the director’s positions and a future stock option purchase. The claims are against the corporation’s directors, though they are masked as claims against individuals, and the corporation's certificate of incorporation contains a forum selection clause that requires the claims to be litigated in Delaware’s Court of Chancery. The shareholder fails to state a claim for relief because he does not allege facts establishing that the parties validly formed an enforceable contract.
Court: USDC Nevada, Judge: Hicks, Filed On: September 11, 2023, Case #: 3:23cv39, NOS: Stockholders’ Suits - Contract, Categories: securities, Venue, contract
J. Castner grants the mutual fund managers' motion to dismiss the investors' complaint seeking a judgment that the managers' enforcement of their "frequent trading policy," under which they barred the investors from trading, breached their contracts with the investors and constituted conversion, among other civil violations. The investors have failed to state claims for any of the ten counts they list, since the managers' alleged actions appear to comport with the policy, the investors have not alleged facts supporting an inference that the managers acted in bad faith or with malice, and they have not alleged that they were deprived of property in which they had an interest, nor that the managers made misrepresentations or altered records.
Court: USDC New Jersey, Judge: Castner, Filed On: August 31, 2023, Case #: 3:22cv3723, NOS: Other Contract - Contract, Categories: Fraud, securities, contract
J. Johnson grants the investor's partial motion for summary judgment, ruling the individuals who solicited his investment in the company who lied about its earnings and growth potential can be held liable for securities violations. The evidence in the record prevents those individuals from proving they were unaware of the lies used to coerce investors.
Court: USDC New Mexico, Judge: Johnson, Filed On: August 25, 2023, Case #: 1:21cv564, NOS: Other Contract - Contract, Categories: securities, contract
J. Gorton partially allows a company’s motion to dismiss claims of securities fraud and tortious interference with a contract brought against it via class action by an asset management firm. It is unclear at this time if the firm’s claim of tortious interference with a contract is untimely. The firm’s securities fraud claims are untimely. The firm’s amended complaint cannot be dismissed for failure to state a claim because it plausibly argues that the company acted without justification by deliberately avoiding following the rights agreement they were obligated to follow.
Court: USDC Massachusetts, Judge: Gorton, Filed On: August 18, 2023, Case #: 1:22cv11315, NOS: Securities/Commodities/Exchange - Other Suits, Categories: Fraud, securities, contract
J. Johnson denies the securities sellers' motion for summary judgment, ruling the promissory note signed over to them by the investor qualifies as a security under federal law, while statements about the startup's income, which is purported to be $10 million but is actually less than $100,00 annually, and the potential return on investment are sufficient at this stage to show reckless disregard on behalf of the sellers.
Court: USDC New Mexico, Judge: Johnson, Filed On: August 15, 2023, Case #: 1:21cv564, NOS: Other Contract - Contract, Categories: Fraud, securities, contract
C.J. Johnson denies the startup's motion for summary judgment, ruling disclosures about its stock price to the investor were not sufficient for the investor to believe there was an obvious risk he would lose his entire $750,000 investment. Furthermore, the claim he did not read the promissory note before signing it is irrelevant because the note said nothing about the company's performance, only that his money would be repaid with interest within one year.
Court: USDC New Mexico, Judge: Johnson, Filed On: August 15, 2023, Case #: 1:21cv564, NOS: Other Contract - Contract, Categories: Fraud, securities, contract
Chancellor McCormick finds that an investor was fraudulently induced to invest in a cancer research foundation that promised a commercialized test to diagnose individuals with high risk for breast cancer. Through these misrepresentations, the investor prevails on four claims for breach of contract, declaratory relief, violation of the Delaware Securities Act and fraudulent inducement.
Court: Delaware Chancery Court, Judge: McCormick, Filed On: August 10, 2023, Case #: 12438-CM, Categories: Fraud, securities, contract