Justia U.S. 3rd Circuit Court of Appeals Opinion SummariesArticles Posted in Business Law
Conboy v. United States Small Business Administration
The Appellants, with a $594,000 Small Business Administration loan, bought a Harrisburg, Pennsylvania property that became a pub. They executed a note, mortgage, and unconditional guarantees, providing that federal law would control the enforcement of the note and guarantees and that they could not invoke any state or local law to deny their obligations. The Appellants defaulted on the loan and sold the property. The SBA allowed the sale to proceed but declined to release the Appellants from their loan obligations, which were assigned to CBE for collection. The Appellants sued, citing the Fair Debt Collection Practices Act (FDCPA), 15 U.S.C. 1692, the Fair Credit Reporting Act (FCRA), 15 U.S.C. 1681, and the Pennsylvania Unfair Trade Practices and Consumer Protection Law (UTPCPL). CBE sought sanctions under Federal Rules 11 and 37, arguing that the Appellants brought frivolous claims and disobeyed discovery orders. The Appellants filed an untimely brief opposing sanctions and summary judgment, which did not include the separate responsive statement of material facts required by Local Rule. The district court granted summary judgment and denied the sanctions motions, reasoning that neither FDCPA not UTPCPL applies to commercial debts and the Appellants identified no material facts supporting their other claims. The Third Circuit affirmed and granted CBE FRAP 38 damages. The Appellants filed a brief that was essentially a copy of the one filed in the district court. The substance of their appeal “is as frivolous as its form.” View "Conboy v. United States Small Business Administration" on Justia Law
Dansko Holdings Inc. v. Benefit Trust Co.
Dansko conducted due diligence to replace the trustee for its employee stock ownership plan. Benefit falsely denied having been recently been investigated by the Department of Labor. Dansko’s board passed a resolution appointing Benefit as the new trustee under the Trust Agreement. Around that time, Dansko decided to refinance its debt. Benefit never agreed in writing to help with the refinance but allegedly said it would “be able to do the [deal]” and estimated that it would need a month or more to do due diligence for the trust. Dansko thought Benefit would be the trustee for the deal. In December 2014, Benefit told Dansko that it would not serve as trustee for the debt deal, which delayed the deal and allegedly cost Dansko more than $2 million in extra interest.Dansko sued Benefit, alleging breach of the trust agreement, breach of an implied promise (promissory estoppel), and that Benefit fraudulently induced Dansko to hire it by falsely denying the DOL investigation. Benefit counterclaimed for its defense costs under an indemnification clause in the trust agreement. The district court rejected Dansko’s claims but held that Dansko did not have to indemnify Benefit for its defense costs. Applying Pennsylvania law, the Third Circuit vacated. The court erred in rejecting Dansko’s contract, estoppel, and fraud claims but under the trust agreement, Dansko must advance the trustee’s reasonable litigation expenses. View "Dansko Holdings Inc. v. Benefit Trust Co." on Justia Law
Ezaki Gliko Kabushiki Kaisha v. Lotte International America Corp.
Ezaki, a Japanese confectionery company, makes and sells “Pocky,” thin, stick-shaped cookies that are partly coated with chocolate or flavored cream. The end of each is left partly uncoated to serve as a handle. In 1978, Ezaki started selling Pocky in the U.S. and began registering U.S. trademarks and patents. It has two Pocky product configurations registered as trade dresses and has a patent for a “Stick Shaped Snack and Method for Producing the Same.” In 1983, the Lotte confectionery company started making Pepero stick-shaped cookies partly coated in chocolate or flavored cream. Pepero “looks remarkably like Pocky.”In 1993-1995, Ezaki sent letters, notifying Lotte of its registered trade dress and asking it to cease and desist. Ezaki took no further action until 2015, when it sued, alleging trademark infringement and unfair competition, under the Lanham Act, 15 U.S.C. 1114, 1125(a)(1)(A). Under New Jersey law, it alleged trademark infringement and unfair competition. The Third Circuit affirmed summary judgment in favor of Lotte, holding that because Pocky’s product configuration is functional, it is not protected as trade dress. Trade dress is limited to features that identify a product’s source. Patent law protects useful inventions, but trademark law does not. View "Ezaki Gliko Kabushiki Kaisha v. Lotte International America Corp." on Justia Law
In Re: Plavix Marketing, Sales Practices and Products Liability Litigation
Two doctors and a former pharmaceutical sales representative formed a partnership, JKJ, to sue several pharmaceutical companies as a qui tam relator under the False Claims Act with respect to the marketing of the anti-clotting drug, Plavix. When one of them left the partnership and was replaced, that change amounted to forming a new partnership. The defendant’s moved to dismiss because the Act’s first-to-file bar stops a new “person” from “interven[ing] or bring[ing] a related action based on the [same] facts,” 31 U.S.C. 3730(b)(5).The Third Circuit vacated the dismissal, after noting responses by the Delaware Supreme Court to certified questions indicating that the two partnerships were distinct. The verb “intervene” means to inject oneself between two existing parties, as under Federal Rule of Civil Procedure 24. The new partnership did not do that but instead came in as the relator. The district court ruling was based mainly on a dictum from a Supreme Court case on a very different issue and never considered the issue here. The Act’s plain text bars only intervention or bringing a related suit. View "In Re: Plavix Marketing, Sales Practices and Products Liability Litigation" on Justia Law
Sherwin Williams Co. v. County of Delaware
Two counties sued Sherwin-Williams in state court, seeking abatement of the public nuisance caused by lead-based paint. Anticipating suits by other counties, Sherwin-Williams sued in federal court under 42 U.S.C. 1983. Sherwin-Williams claimed that “[i]t is likely that the fee agreement between [Delaware County] and the outside trial lawyers [is] or will be substantively similar to an agreement struck by the same attorneys and Lehigh County to pursue what appears to be identical litigation” and that “the Count[y] ha[s] effectively and impermissibly delegated [its] exercise of police power to the private trial attorneys” by vesting the prosecutorial function in someone who has a financial interest in using the government’s police power to hold a defendant liable. The complaint pleaded a First Amendment violation, citing the company’s membership in trade associations, Sherwin-Williams’ purported petitioning of federal, state, and local governments, and its commercial speech. The complaint also argued that the public nuisance theory would seek to impose liability “that is grossly disproportionate,” arbitrary, retroactive, vague, and “after an unexplainable, prejudicial, and extraordinarily long delay, in violation of the Due Process Clause.”The Third Circuit affirmed the dismissal of the suit. Sherwin-Williams failed to plead an injury in fact or a ripe case or controversy because the alleged harms hinged on the County actually filing suit. View "Sherwin Williams Co. v. County of Delaware" on Justia Law
Mid-American Salt LLC v. Morris County Cooperative Pricing Council
The Council handles contracts for over 200 New Jersey municipalities, police departments, and school districts. Mid-American sells bulk road salt. The Council's members estimated their salt needs for the 2016-17 winter. The Council issued a comprehensive bid package, anticipating the need for 115,000 tons of rock salt. MidAmerican won the contract, which stated: There is no obligation to purchase [the estimated] quantity. As required by the contract, Mid-American obtained a performance bond costing $93,016; imported $4,800,000 worth of salt from Morocco; and paid $31,250 per month to store the salt and another $58,962.26 to cover it. Mid-American incurred at least another $220,000 in finance costs and additional transportation costs. Council members purchased less than five percent of the estimated tonnage. Mid-American claims “several” Council members purchased salt from MidAmerican’s competitors, who lowered their prices after MidAmerican won the contract.Mid-American sued the Council and 49 of its members, alleging breach of contract, breach of the covenant of good faith and fair dealing, and bad faith under UCC Article 2. The Third Circuit affirmed the denial of relief. No valid requirements contract existed here because the contract was illusory. These sophisticated parties were capable of entering into precisely the contract they desired. Neither the Council nor its members ever promised to purchase from Mid-American all the salt they required View "Mid-American Salt LLC v. Morris County Cooperative Pricing Council" on Justia Law
In re: SS Body Armor I Inc.
In 2005, revelations surfaced that Body Armor—a publicly-traded company—was manufacturing its body armor, which it sold to law enforcement agencies and the U.S. military, using substandard materials. Its stock price plummeted, prompting shareholders to bring numerous actions that were consolidated into a shareholders’ class action and a derivative action on behalf of Body Armor against specified officers and directors. Since then, the matter has traveled, through bankruptcy, trial, and appellate courts throughout three U.S. jurisdictions. In its second review of the case, the Third Circuit affirmed a 2015 Bankruptcy Court for the District of Delaware order, approving a settlement entered in the Chapter 11 bankruptcy case of S.S. Body Armor I. The court reversed in part the Bankruptcy Court’s order that granted the objector fees on a contingent basis and remanded for a determination of the appropriate amount of the fee award. The court affirmed the part of that order that denied the objector’s claim to attorneys’ fees and expenses under the Bankruptcy Code and an order awarding fees to counsel in one of the underlying lawsuits. View "In re: SS Body Armor I Inc." on Justia Law
Norman v. Elkin
Founding USM to acquire FCC licenses, Elkin contributed $750,000 and Norman $250,000. Norman acquired the licenses; his day-to-day involvement ended. In 1998, the FCC announced another auction. USM won several licenses, which Elkin transferred to TEG, another company that he owned; purportedly USM did not have sufficient funds. Elkin did not respond to Norman's inquiries. Some FCC notices listed USM as the winning bidder; others referred to TEG as the licenses' owner. Before 2002, without notifying Norman, Elkin caused USM to enter into a Shareholder Loan Agreement (SLA) to treat any amount Elkin contributed above his capital requirement as a loan. Elkin lent USM more than $600,000. In 2000-2001, USM sold licenses. Norman received federal income tax forms that declared USM had realized a capital gain. In 2000-2002, USM paid Elkin $615,026 from the sales proceeds. Norman received nothing. In 2002. Elkin admitted that licenses had been sold and that he had taken a distribution. Norman's 2004 Delaware "books and records" action was resolved in his favor in 2005. Norman sued, raising various tort and contract claims After two trials and a remand, the district court concluded that the limitations period for each of Norman’s claims was tolled during the Delaware Action and that Norman’s claim based on 2002 distributions was timely. Oer Third Circuit mandate, the court ruled in Normans' favor with respect to the execution of the SLA. For Norman’s other claims, including those based on 2001 distributions, the court held that Norman had at least inquiry notice beyond the limitations period. Elkin then argued that Norman was not entitled to tolling relating to the Delaware Action because he brought that suit in bad faith. The district court refused to consider new evidence. The Third Circuit affirmed, except with respect to Norman’s claim based on 2001 events. View "Norman v. Elkin" on Justia Law
Fischbein v. Olson Research Group Inc
The district courts dismissed two cases, concluding that faxes soliciting participation by the recipients in market research surveys in exchange for monetary payments are not advertisements within the meaning of the Telephone Consumer Protection Act, 47 U.S.C. 227 (b)(1)(C) (TCPA), which prohibits the transmission of unsolicited fax advertisements. In a consolidated appeal, the Third Circuit reversed.. Solicitations to buy products, goods, or services can be advertisements under the TCPA. The solicitations for participation in the surveys in exchange for $200.00 by one sender and $150.00 by the other sender were for services within the TCPA. An offer of payment in exchange for participation in a market survey is a commercial transaction, so a fax highlighting the availability of that transaction is an advertisement under the TCPA. View "Fischbein v. Olson Research Group Inc" on Justia Law
Advanced Fluid Systems Inc v. Huber
Huber stole confidential information from his employer AFS (a manufacturer of hydraulic systems) for an AFS competitor, Livingston, and later for a company he created, INSYSMA, to compete against both AFS and Livingston. AFS eventually sued, alleging trade secret misappropriation claims under the Pennsylvania Uniform Trade Secrets Act. On summary judgment, the district court held as a matter of law that Huber and INSYSMA were liable under the Trade Secrets Act for misappropriating AFS’s trade secrets. Following a bench trial, the court held Livingston and two of its employees jointly and severally liable with Huber and INSYSMA for that misappropriation, and held all defendants except a Livingston employee and INSYSMA liable for breach of fiduciary duty or aiding and abetting that breach, and awarded compensatory damages, exemplary damages, and punitive damages from various defendants.The Third Circuit affirmed, rejecting arguments that AFS does not “own” the purported trade secrets at issue; that the claimed trade secrets are not actually protectable under the Trade Secrets Act, that the Livingston Parties were prejudiced by their counsel’s conduct at and following the trial, and that the damages awards were unwarranted. The Act only requires that a plaintiff lawfully possess the trade secrets it wishes to vindicate. View "Advanced Fluid Systems Inc v. Huber" on Justia Law