A Listeria outbreak led to a shutdown of Blue Bell factories and a nationwide recall of its products. Consequently, Blue Bell suffered a substantial financial loss. A shareholder of Blue Bell Creameries brought a derivative action against Blue Bell’s directors and officers, alleging a breach of fiduciary duties. The shareholder, on behalf of Blue Bell, alleged that Blue Bell’s officers and directors breached their fiduciary duties of care and loyalty by failing “to comply with regulations and establish controls.” The Blue Bell Defendants appealed the district court’s grant of summary judgment in favor of Discover Property & Casualty Insurance Company and the Travelers Indemnity Company of Connecticut.   The Fifth Circuit affirmed. Here, only the duty to defend is at issue because the parties have stipulated that “If the district court finds there is no duty to defend, it may also find there is no duty to indemnify, but otherwise the duty to indemnify will not be a subject of the Parties’ motions.” Accordingly, the court wrote that it is confined by Texas’s “eight-corners rule,” which directs courts to determine an insurer’s duty to defend based on: (1) the pleading against the insured in the underlying litigation and (2) the terms of the insurance policy. The court explained that while it disagrees with the district court’s determination as to whether the directors and officers are “insureds” in relation to the shareholder lawsuit, it agreed with its determination that the complaint in the shareholder lawsuit does not allege any “occurrence” or seek “damages because of bodily injury.” Each issue is independently sufficient for affirmance. View "Discover Property Cslty v. Blue Bell" on Justia Law

The Supreme Judicial Court held that in the instant cases, where the decedents had no right to bring a cause of action for the injuries that caused their deaths at the time that they died as a result of the running of the statute of limitations on the decedents' underlying tort and breach of warranty claims, Plaintiffs, as personal representatives of the decedents' estates, had no right to bring wrongful death actions based on those injuries.The Supreme Judicial Court affirmed the judgments of the lower courts dismissing these separate actions for wrongful death under Mass. Gen. Laws ch. 229, 2. Both superior court judges ruled that, because wrongful death recovery is derivative of a decedent's own cause of action, the underlying wrongful death claims were precluded, as each decedent could not have brought claims based on the injuries that caused his death had he survived. The Supreme Judicial Court affirmed, thus following the majority approach precluding recovery for wrongful death where the statute of limitations on the decedent's underlying claims ran before the decedent's death. View "Fabiano v. Philip Morris USA Inc." on Justia Law

The Court of Chancery affirmed the judgment of the trial court awarding $75,000 in fees and expenses to Plaintiff's counsel in the underlying stockholder class action instead of the requested award of $1,100,000, holding that the amount requested in this case was unreasonable because the benefits achieved by mooting the lawsuit were insignificant.Plaintiff brought the underlying action challenging a merger agreement under which Centene Corporation agreed to acquire Magellan Health, Inc. Specifically, Plaintiff claimed that, as part of a sale process conducted by Magellan, prospective bidders entered confidentiality agreements that contained provisions that rendered stockholder disclosures materially deficient. Shortly thereafter, Magellan issued supplemental disclosures and waived its rights under three of the four confidentiality agreements. These actions mooted Plaintiff's claims and stipulated to dismissal. Plaintiff's counsel then petitioned the court for the $1,100,000 attorneys' fees and expenses award. The court awarded $75,000 in fees and expenses. The Court of Chancery affirmed and then issued this decision to warn other courts applying Delaware law of policy dangers in regard to mootness fee petitions, holding that there was no error in the award of fees and expenses in this case. View "Anderson v. Magellan Health, Inc." on Justia Law

This appeal arose out of an insurance dispute between Plaintiff and Safeco Insurance Company of Illinois. After an accident in which her vehicle suffered substantial damage, Plaintiff made a claim under her Safeco-issued insurance policy for the damage. Safeco declared her vehicle a total loss and paid her what it deemed to be the actual cash value of her vehicle. The district court granted summary judgment to Safeco.   The Eleventh Circuit affirmed. The court explained that as proof that a policyholder is reasonably likely to need to incur dealer fees, Plaintiff pointed to the facts that (1) she incurred dealer fees in purchasing both the Lexus that was totaled and her Subaru replacement vehicle, (2) approximately 50-70% of Safeco policyholders are likely to purchase a vehicle from a dealer, and (3) approximately 85-95% of dealerships charge dealer fees. These facts, viewed in the light most favorable to Plaintiff, do not give rise to a genuine dispute of material fact. Plaintiff’s three data points show a reasonable likelihood that a policyholder will incur dealer fees if she chooses to purchase her replacement vehicle from a dealer. And they show that a policyholder is reasonably likely to purchase a replacement vehicle from a dealer. But they do not show that a policyholder is reasonably likely to need to purchase a replacement vehicle from a dealer. Plaintiff has failed as a matter of law to satisfy the Mills standard; therefore, the district court correctly awarded Safeco summary judgment on this issue. View "Gina Signor v. Safeco Insurance Company of Illinois" on Justia Law

After Plaintiff twice lost out on a promotion, she sued Union Pacific for discrimination. The question is whether a dispute over the interpretation of a collective-bargaining agreement required dismissal. Union Pacific to sought dismissal under the Railway Labor Act, see 45 U.S.C. Section 151, et seq., which requires disputes over the interpretation of a collective-bargaining agreement to go to arbitration. The district court granted the motion to dismiss.   The Eighth Circuit affirmed. The court explained that the parties agree that this case does not involve an attempt to “form” or “secure” a collective-bargaining agreement, so it does not fall into the major-dispute category. In a failure-to-promote case like this one, Plaintiff must establish that (1) she “was a member of a protected group; (2) she was qualified and applied for a promotion to a position for which the employer was seeking applicants; (3) she was not promoted; and (4) similarly situated employees, not part of the protected group, were promoted instead.” The sticking point is whether she actually applied for either promotion: she says she did, but Union Pacific disagreed. Whether faxed resumes count as applications under the collective-bargaining agreement is something she will have to prove to establish her prima-facie case. Perhaps the best evidence of its importance was the prominent role it played at trial, especially in the questioning by Plaintiff’s attorney. In these circumstances, the issue is one for the National Railroad Adjustment Board to decide. View "Nancy Avina v. Union Pacific Railroad Co." on Justia Law

The First Circuit affirmed in part and reversed in part the judgment of the district court dismissing this putative action asserting various state law claims in relation to a data breach that allegedly exposed Plaintiffs' personally identifiable information (PII) and that of more than 75,000 other patients of Injured Workers Pharmacy, LLC (IWP), holding that remand was required.Plaintiffs brought a class action complaint against IWP, a home-delivery pharmacy service registered and headquartered in Massachusetts, asserting state law claims for negligence, breach of implied contract, unjust enrichment, invasion of privacy, and breach of fiduciary duty. Plaintiffs sought to certify a class of United States residents whose PII was compromised in the data breach at issue. The district court granted IWP's motion to dismiss for lack of Article III standing. The First Circuit reversed in part, holding (1) the complaint plausibly demonstrated Plaintiffs' standing to seek damages; and (2) Plaintiffs lacked standing to pursue injunctive relief because their desired injunctions would not likely redress their alleged injuries. View "Webb v. Injured Workers Pharmacy, LLC" on Justia Law

The Court of Chancery granted Plaintiff's motion seeking confirmation of an arbitration award and denied Defendants' cross-motion requesting that the award be vacated, holding that Defendants were not entitled to relief on their claims of error.Plaintiff and Defendants entered into an amended and restated limited liability company agreement (LLC agreement) setting out the parties' rights and obligations. The LLC agreement contained an arbitration provision stating that disputes arising out of the contract would be determined by arbitration. Plaintiff later filed a demand for arbitration, and the arbitral panel issued an award in favor of Plaintiff. The Court of Chancery confirmed the arbitration award, holding that the tribunal did not manifestly disregard the law and that Defendants' arguments regarding mootness were unavailing. View "Huntington Way Associates LLC v. RRI Associates LLC" on Justia Law

Norfolk Southern Railway Company (Norfolk Southern) petitioned for review of a decision of the Surface Transportation Board (STB or Board), the successor agency to the Interstate Commerce Commission (ICC) charged with authorizing certain rail carrier transactions under the Interstate Commerce Act. Norfolk Southern is a rail carrier that owns a 57.14 percent share of the Norfolk & Portsmouth Belt Line Railroad Company (Belt Line), the operator of a major switching terminal in Norfolk, Virginia. Norfolk Southern’s majority interest goes back to 1982, when its corporate family acquired and consolidated various rail carriers with smaller ownership interests in the Belt Line. Norfolk Southern’s competitor, CSX Transportation, Inc. (CSX), owns the remainder of the Belt Line’s shares (42.86 percent). This case involves a different question raised before the Board for the first time:  whether the ICC/Board approvals of Norfolk Southern’s subsequent corporate-family consolidations in 1991 and 1998 authorized Norfolk Southern to control the Belt Line. The Board again answered no. Norfolk Southern petitioned for review.   The DC Circuit affirmed. The court concluded that the Board’s decision regarding the 1991 and 1998 transactions is neither arbitrary nor capricious. The Board reasonably sought to avoid an absurd interpretation of 49 C.F.R. Section 1180.2(d)(3)’s corporate-family exemption that would allow a carrier to gain control of a new entity without following the Board’s review requirements and then “cure that unauthorized acquisition by reorganizing the corporate family.” The Board reasonably rejected Norfolk Southern’s claim that, by reshuffling the pieces of its corporate family, it acquired control authority of the Belt Line sub silentio. View "Norfolk Southern Railway Company v. STB" on Justia Law

Plaintiff Gregg Beldock contracted to purchase four solar assets in development from VWSD, LLC. Following allegations of breach, VWSD sold three of the solar assets to a third party, Green Lantern. Beldock filed a complaint against VWSD alleging breach of contract, breach of the implied covenant of good faith and fair dealing, and unjust enrichment, and against Green Lantern and its president alleging tortious interference with contract and unjust enrichment. VWSD counterclaimed for breach of contract. The trial court granted summary judgment in favor of all three defendants on Beldock’s claims and in part in favor of VWSD on its counterclaim. The Vermont Supreme Court agreed with the trial court’s grant of summary judgment regarding all claims against Green Lantern and its president and the implied-covenant claim against VWSD. However, because portions of the contract were ambiguous and a genuine dispute of material facts remained, the Court concluded summary judgment was inappropriate for Beldock’s breach-of-contract and unjust-enrichment claims against VWSD and VWSD’s counterclaim for breach of contract. Accordingly, judgment was reversed and the matter remanded for further proceedings. View "Beldock v. VWSD, LLC et al." on Justia Law

The Supreme Court vacated the district court's judgment awarding attorney fees in this action brought over a dispute between a general contractor and a property owner related to a residential construction contract but otherwise affirmed the judgment, holding that there was no statute or uniform course of procedure that allowed recovery of attorney fees on this record.After Property Owner failed to pay a construction lien General Contractor filed a breach of contract action and sought to foreclosure on the lien. Property Owner counterclaimed. The district court entered judgment in favor of General Contractor. Thereafter, the district court granted prejudgment interest in the amount of $49,946 and attorney fees in the amount of $115,473. The Supreme Court vacated the judgment in part, holding that the district court (1) erred in awarding attorney fees pursuant to Neb. Rev. Stat. 52-157 of the Nebraska Construction Lien Act; and (2) Property Owner was not entitled to relief on her remaining allegations of error. View "BCL Properties, Inc. v. Boyle" on Justia Law