Robert McGowen served as the president, was on the board of directors, and was a shareholder of MHCS, an account firm. After McGowen obtained a personal loan from Commerce Bank, Commerce attempted to secure McGowen's personal loan by his signature on a pledge that purportedly made his shares of stock in MHCS collateral, and Commerce also required that McGowen obtain MHCS’s signature on a document acknowledging the pledge. When McGowen defaulted, the parties disputed the enforceability of the pledge and the acknowledgement against MHCS.The Eighth Circuit concluded that MHCS has standing to seek a declaratory judgment regarding the pledge where MHCS has shown an injury in fact, traceability, and redressability. Under Iowa law, a shareholder cannot make a voluntary transfer of shares in a professional corporation unless both of the following are true: (1) the transfer is to the professional corporation to which the shares belong or to an individual who is licensed to practice in Iowa in the same profession the corporation is authorized to practice, and (2) the transfer is authorized by the shareholders. The court concluded that there is no evidence that the pledge can meet these requirements. The court further concluded that even if the pledge's illegality did not infect the acknowledgement, MHCS would still not be bound by the acknowledgement because McGowen did not have the authority to enter into it on MHCS's behalf. In this case, McGowen did not have actual or apparent authority. Accordingly, the court affirmed the district court's grant of summary judgment in favor of MHCS. View "McGowen, Hurst, Clark & Smith, PC v. Commerce Bank" on Justia Law

The Supreme Court affirmed the judgment of the district court denying West Corporation's motion for judgment notwithstanding the verdict and motion for a new trial after the jury found that West breached contracts with a former employee, Kenneth Marr, holding that there was no reversible error on the part of the district court.A few months after his resignation from West, Marr brought this action alleging that he was contractually entitled to compensation that West had refused to pay. The jury entered a verdict in favor of Marr, finding West liable for damages in the amount of $400,540. The Supreme Court affirmed, holding that there was no prejudicial error in the district court's evidentiary rulings and that the district court did not err in denying West's motions for judgment notwithstanding the verdict and for a new trial. View "Marr v. West Corp." on Justia Law

Plaintiffs Chad and Kelly Short (Buyers) appealed a superior court order denying their requests for specific performance and attorney’s fees and costs in connection with an alleged contract to purchase real estate from defendants John and Lori LaPlante, as trustees of the LaPlante Family Revocable Trust (Sellers). Buyers visited the Sellers’ Concord home for the first time on May 24, 2018, and that day submitted an offer to purchase it for $690,000. After negotiations, but before the purchase and sale agreement (P&S) was executed, the parties agreed that the Buyers would purchase the property for $690,000 and would submit $10,000 as a deposit, and the Sellers would furnish up to $7,250 in closing costs. On June 1, the Sellers located a property in Stratham that they thought would suit their needs. They submitted an offer on that property on June 3. Also, on June 3, the parties fully executed the final P&S for the Sellers’ Concord property, which included the following provision (the Disputed Provision): “This agreement is subject to Sellers finding suitable housing no later than July 14, 2018.” On June 5, the Sellers sent an email apologizing to the Buyers “for wanting to cancel the P&S . . . at this stage.“ Buyers interpreted the Sellers’ attempt to cancel the P&S as an indication the Sellers received a better offer; Buyers subsequently brought this action. The trial court found that the P&S was not “a binding and enforceable contract” because “[t]here was no meeting of the minds regarding the Disputed Provision.” The Buyers unsuccessfully moved for reconsideration, and this appeal followed. The New Hampshire Supreme Court found no reversible error in the superior court’s order and affirmed. View "Short v. LaPlante" on Justia Law

The Supreme Judicial Court affirmed the judgment of the superior court allowing Defendants' motion for judgment on the pleadings on the ground that the claims in this case were based on issues that had been litigating and decided in previous litigation between the same parties, holding that this action was precluded.In 2014, Plaintiff, the owner of the closely held corporation at the center of the parties' dispute, filed a complaint alleging that Defendants breached a contract and their fiduciary duties. The superior court judge found against Plaintiffs on his claims and found in favor of Defendants on their counterclaims. In 2017, Plaintiff brought this action alleging breach of contract and breach of fiduciary duty and asserting derivative claims. The superior court judge allowed Defendants' motion for judgment on the pleadings. The Supreme Judicial Court affirmed, holding (1) issue preclusion applied in this case; and (2) where the interests of the parties fully coincided with that of the closely held corporation, Plaintiff was precluded from asserting his claims by means of a derivative action. View "Mullins v. Corcoran" on Justia Law

In this appeal concerning the validity of a Transfer of Death Agreement (TOD agreement) executed by Alton L. Flanders, III, the First Circuit affirmed the judgment of the district court concluding that no reasonable jury could find that Plaintiff had met her burden of showing that Flanders lacked capacity at the time he entered into the TOD Agreement, holding that there was no reversible error.The TOD agreement in this case related to an account containing a subset of Flanders's assets for which Merrill Lynch acted as custodian. The agreement, if valid, avoided probate of an at-death transfer of the account assets to five designated beneficiaries, including Plaintiff, Flanders's daughter. After Flanders died intestate, Plaintiff claimed that Flanders lacked the mental capacity to enter into the TOD agreement. Merrill Lynch commenced this interpleader action. The district court granted summary judgment to the beneficiaries who consented to the distribution of the account assets per the terms of the TOD agreement. The First Circuit affirmed, holding that Plaintiff's claims on appeal were unavailing. View "Merrill Lynch v. Flanders-Borden" on Justia Law

James Hughes twice invested in the Shipp family’s efforts to develop their property near Bentonia, Mississippi, into a gated community called Rose Lake, in exchange for lots in the future subdivision. Twice, he came up empty handed and sued the Shipps. At the close of Hughes came up empty handed. Hughes sued the Shipps. At the close of Hughes’s case, the chancellor found the situation “very inequitable.” Yet he still denied Hughes any equitable relief based on the running of the statute of limitations. The Court of Appeals affirmed on alternate grounds. The Mississippi Supreme Court granted certiorari review specifically to address Hughes’s unjust-enrichment claim. And after review, the Supreme Court agreed with the Court of Appeals that the statute of limitations should not have run from the date Hughes cut the checks for the lots, but from the time his cause of action for unjust enrichment actually accrued. But the Court disagreed with the Court of Appeals’ deciding to resolve this fact-intensive question on appeal. Furthermore, the Court disagreed that the dismissal of this claim should have been affirmed on alternate grounds, namely Hughes’s failure to “identify a promise.” Hughes’ unjust-enrichment claim was reversed and remanded that claim to the trial court for further proceedings. The trial court was affirmed in all other respects. View "Hughes v. Shipp, et al." on Justia Law

In 2013, Bullock, a civilian employed by the Army, received a formal letter of reprimand from her supervisor. Bullock filed an EEO claim alleging sex discrimination and retaliation. In proceedings before the EEOC’s mediation program, Bullock was represented by her attorney, Elliott; the Army was represented by its management official Shipley, and attorney Lynch. According to Bullock, the parties reached agreement as to seven non-monetary demands on July 29 and reached an oral agreement regarding her monetary demands on August 27, 2015. The mediating administrative judge sent an email to the parties asking for the “agency’s understanding of the provisions of the settlement agreement” and noting that, “[o]nce we confirm that the parties are in complete agreement, the agency can begin work on the written settlement agreement.”. No written settlement agreement was executed. In September, the Army “rescinded its settlement offer.” Bullock continued to press her claims before the EEOC for a year, then filed a breach of contract claim regarding an oral settlement agreement.The Federal Circuit reversed the dismissal of the complaint, rejecting an argument that EEOC and Army regulations, requiring that settlement agreements be in writing, preclude enforcement of oral settlement agreements. The court remanded for a determination of whether the representative of the Army had the authority to enter a settlement agreement and whether the parties actually reached an agreement. View "Bullock v. United States" on Justia Law

The Supreme Court affirmed the order of the court of appeals granting Defendant's petition for a writ of prohibition of the first class, thereby vacating the circuit court's denial of Defendant's motion to dismiss Plaintiffs' claim for breach of contract, holding that the court of appeals did not err.Plaintiffs were Kentucky landowners who leased their land to Defendant, an oil and gas producer. Plaintiffs filed a breach of contract class action suit alleging that Defendant impermissibly deducted severance taxes as a post-production cost before paying them royalties. Defendant filed a motion to dismiss on grounds that the circuit court lacked subject matter jurisdiction because Plaintiffs did not meet the required amount in controversy. The circuit court denied the motion. Defendant then sought a writ of prohibition. The court of appeals granted the writ. The Supreme Court affirmed, holding that Plaintiffs did not meet the required amount in controversy, and therefore, the circuit court lacked subject matter jurisdiction. View "Imhoff v. Honorable House" on Justia Law

Following the outbreak of COVID-19 in early 2020, Los Angeles imposed an eviction moratorium during a “Local Emergency Period” with the stated purposes of ensuring housing security and promoting public health during the pandemic. Related provisions delay applicable tenants’ rent payment obligations and prohibit landlords from charging late fees and interest. A trade association of Los Angeles landlords, sued, alleging violations of the Constitution’s Contracts Clause.The Ninth Circuit affirmed the denial of the plaintiff’s request for preliminary injunctive relief, noting that other courts, including the Supreme Court, have recently considered various constitutional and statutory challenges to COVID-19 eviction moratoria. Under modern Contracts Clause doctrine, even if the eviction moratorium was a substantial impairment of contractual relations, the moratorium’s provisions were likely “reasonable” and “appropriate” given the circumstances of the COVID-19 pandemic. The city fairly tied the moratorium to its stated goals. The court noted that contemporary Supreme Court case law has severely limited the Contracts Clause’s potency. View "Apartment Association of Los Angeles County, Inc. v. City of Los Angeles." on Justia Law

Rodenburg purchased a Commercial Umbrella Liability Policy from Cincinnati. In the underlying action, a plaintiff filed suit against Rodenburg, asserting several theories including wrongful garnishment, tort-based claims, and violations of the Fair Debt Collection Practices Act (FDCPA). Rodenburg filed a claim under the policy for coverage of the underlying lawsuit, but Cincinnati denied coverage.The Eighth Circuit affirmed the district court's grant of summary judgment in favor of Cincinnati, concluding that the policy did not provide coverage for the underlying lawsuit and Cincinnati had no duty to defend Rodenburg under the policy. In this case, the underlying complaint alleged "personal and advertising injury" that was not "caused by an 'occurrence.'" The court explained that any potential liability arose either directly or indirectly from conduct that was alleged to violate the FDCPA, however, and was thus excluded from coverage by the Violation of Statutes Exclusion. Therefore, Cincinnati did not breach its contractual duty to defend Rodenburg. View "Rodenburg LLP v. Cincinnati Insurance Co." on Justia Law