Articles Posted in Business Law

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The absence of a judgment in the state court litigation does not mean that plaintiff lacks Article III standing to bring this suit. Enterprise filed suit against several defendants, alleging a claim under the Missouri Uniform Fraudulent Transfer Act. The district court dismissed the complaint without prejudice based on the ground that there was no case or controversy because Enterprise lacked Article III standing. The Eighth Circuit reversed and held that Enterprise has alleged facts sufficient to demonstrate the elements of standing. In this case, Enterprise has sufficiently alleged a present injury in fact, fairly traceable to defendants, as the transferees of the funds. Therefore, the court remanded for further proceedings. View "Enterprise Financial Group Inc. v. Podhorn" on Justia Law

Posted in: Business Law, Contracts

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The Eighth Circuit affirmed the district court's dismissal of an action brought by an investor, alleging that Missouri fraudulently induced a loan between the investor and EngagePoint and illegally discriminated against EngagePoint. The court held that the investor failed to plead fraud with particularity. The court also held that the investor's unlawful discrimination claims failed because it has failed to identify any impaired contractual relationship under which it had rights, and 42 U.S.C. 1981 does not allow the investor to sue on EngagePoint's behalf. Similarly, the investor failed to state a discrimination claim under Title VI of the Civil Rights Act of 1964. View "FCS Advisors, LLC v. Missouri" on Justia Law

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The Eighth Circuit affirmed the district court's dismissal of plaintiffs' claims for fraud and breach of fiduciary duty against defendants as barred by the applicable Arkansas statute of limitations. In this case, plaintiffs possessed enough information in 2004 to put them on notice of any allegedly fraudulent conduct had they exercised any due diligence. Therefore, plaintiffs' tolling argument was without merit and their claims were barred by the three-year statute of limitations. View "Schmidt v. Newland & Associates PLLC" on Justia Law

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The FTC and the State of North Dakota moved to enjoin Sanford Bismarck's acquisition of Mid Dakota, alleging that the merger violated section 7 of the Clayton Act. The district court determined that plaintiffs would likely succeed in showing the acquisition would substantially lessen competition in four types of physician services in the Bismarck-Mandan area. The Eighth Circuit affirmed the district court's grant of a preliminary injunction, holding that the district court did not improperly shift the ultimate burden of persuasion to defendants and properly followed the analytical framework in U.S. v. Baker Hughes, Inc., 908 F.ed 981 (D.C. Cir. 1990); the district court did not clearly err in defining the relevant market; and the district court's finding on merger-specific efficiencies was not clear error. View "Federal Trade Commission v. Sanford Health" on Justia Law

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The Eighth Circuit affirmed the district court's denial, on remand, of Qwest's unjust enrichment claim against FC. The court held that the district court did not abuse its discretion by concluding that it would not be inequitable for FC to retain the benefit conferred by Qwest. In this case, the district court explained that FC earned the benefit conferred by Qwest because it provided conference-calling services, 24-hour customer support, and access to a website in exchange for two cents per minute for calls placed to FC's conferencing bridges at Sancom. Furthermore, Qwest paid its own conference-calling vendor between two and four-and-a-half cents per minute. View "Qwest Communications Corp. v. Free Conferencing Corp." on Justia Law

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This appeal stemmed from a dispute over a business deal between Management Registry, a large Kentucky staffing company, and a smaller staffing company it acquired under the brand "AllStaff." Some of the participants then formed a rival company, A.W. Companies. The Eighth Circuit affirmed the denial of preliminary injunctive relief to Management Registry and held that the district court did not abuse its discretion by determining that Management Registry had not met its burden of showing irreparable harm. Rather, Management Registry presented evidence suggesting the opposite: that an award of money damages would fully compensate it because its losses were quantifiable. Furthermore, Management Registry also failed to establish that it was likely to succeed on the merits of the ten claims it raised. View "Management Registry, Inc. v. A.W. Companies, Inc." on Justia Law

Posted in: Business Law

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COR, a securities clearing and settlement firm, filed suit against Calissio seeking to recover losses resulting from a dividend transaction that it has not already recovered in other proceedings. The Eighth Circuit affirmed the district court's grant of summary judgment dismissing all claims against SST (the transfer agent) and the Broker Defendants. The court held that the transfer agent had no knowledge of a misrepresentation in the use of a seemingly appropriate "CUSIP" number for additional shares of the same class as existing shares and the transfer agent reasonably relied on attorney opinion letters in issuing the new shares. Furthermore, COR failed to show it reasonably relied on the transfer agent's alleged misrepresentation. Accordingly, the transfer agent was entitled to judgment on plaintiff's fraudulent misrepresentation claims. The court also held that the district court properly dismissed claims against the Broker Defendants. In this case, COR has no conversion claim against the Broker Defendants, who simply acted as pass-through agents of the buyers in receiving and distributing due bill credits. Likewise, COR's unjust enrichment claim failed because the Broker Defendants received due bill credits from DTC for the benefit of their account holders and passed the benefit to their account holders without delay. View "COR Clearing, LLC v. Calissio Resources Group, Inc." on Justia Law

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The receiver filed suit against Associated Bank, which provided banking services to some of the scammers' entities, accusing the bank of aiding and abetting the Ponzi scheme. The Eighth Circuit affirmed the district court's conclusion that there was insufficient evidence to reasonably infer the bank knew about and assisted the scammers' tortious conduct. The court held that a conclusion that the bank aided and abetted the Ponzi scheme could only be reached through considerable conjecture and speculation. In this case, the receiver failed to show that the bank had actual or constructive knowledge of the fraud or that it provided substantial assistance to the tortious conduct. View "Zayed v. Associated Bank, N.A." on Justia Law

Posted in: Banking, Business Law

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A group of landowners filed suit against Dakota Access, alleging that they were induced to sign easement contracts allowing construction of the Dakota Access Pipeline across their properties based on various misrepresentations made by Dakota Access and its contracting affiliate CLS. The Eighth Circuit affirmed the district court's dismissal of the complaint, holding that plaintiffs' claim under North Dakota law sounded in fraud, and all plaintiffs' claims were thus governed by the heightened pleading standard of Federal Rule of Civil Procedure 9(b). In this case, the complaint failed to plead such facts as the time, place, and content of defendant's false representations, as well as the details of defendant's fraudulent acts, including when the acts occurred, who engaged in them, and what was obtained as a result. View "Olin v. Dakota Access, LLC" on Justia Law

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SMRI filed suit alleging that defendants, through their participation in the selling of Rushmore's unlicensed motorcycle rally-related products, had violated several provisions of the Lanham Act and related South Dakota statutes. The Eighth Circuit held that the district court did not err in declining to apply licensee estoppel against defendants; the trial record did not support a finding that SMRI owned the rally or its intellectual property, that SMRI and the Chamber before it have been the substantially exclusive users of the word "Sturgis" in relation to either the rally or rally-related goods and services, or that relevant consumers associate the word "Sturgis" with a single source of goods and services in any context; and thus the court reversed the jury's finding that defendants diluted the "Sturgis" mark and vacated the jury's finding that defendants engaged in cybersquatting. The court also held that defendants should have been granted judgment as a matter of law on the infringement claims relating to SMRI's unregistered marks, "Sturgis Motorcycle Rally" and "Sturgis Rally & Races," because the jury was not presented with sufficient evidence to find that the marks had acquired secondary meaning. Finally, the evidence at trial supported the jury's finding that SMRI's mark "Sturgis Bike Week" was valid; there was sufficient evidence to show that SMRI's "Monahan Composite Mark" was widely used in connection with the rally and that defendants' infringement of the mark was willful and intentional; the differences between the shot glass's design and the Monahan mark were so obvious that the jury did not have any basis in the record for its finding of a counterfeit; SMRI's claims for deceptive practices, false advertising and unfair competition were not time-barred; the district court did not err in granting judgment as a matter of law to JRE; the court vacated the district court's order granting defendants the defenses of laches and acquiescence; and the court reversed and remanded the permanent injunction. View "Sturgis Motorcycle Rally, Inc. v. Rushmore Photo & Gifts, Inc." on Justia Law