Justia U.S. 3rd Circuit Court of Appeals Opinion Summaries

Articles Posted in Business Law
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The Securities and Exchange Commission (SEC) brought a civil enforcement action against Dale Chappell and his investment entities for insider trading. The SEC alleged that Chappell traded securities based on material, nonpublic information about the FDA's feedback on a drug developed by Humanigen, a company in which Chappell's entities were the largest shareholders. The FDA had expressed significant concerns about the drug's clinical trial and recommended an additional trial. Despite this, Humanigen submitted an application for Emergency Use Authorization (EUA) without conducting a second trial. Chappell sold a significant portion of his Humanigen stock before the FDA's denial of the EUA application was publicly announced, avoiding substantial losses.In the District Court, the SEC sought and obtained a preliminary injunction to freeze Chappell’s assets. Chappell appealed this decision to the United States Court of Appeals for the Third Circuit.The Third Circuit affirmed the District Court's decision. It found that the SEC had shown a likelihood of success on its claim that Chappell violated insider trading laws. The court concluded that the FDA's feedback was material and that Chappell had the necessary mindset to commit fraud. The court also found that the preliminary injunction factors, including irreparable harm, balance of equities, and public interest, supported the injunction. The court noted that without the injunction, there was a substantial potential injury to Humanigen shareholders if Chappell was able to move assets out of reach of future judgment creditors. View "Securities and Exchange Commission v. Chappell" on Justia Law

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The case involves Gerald Forsythe, who filed a class action lawsuit against Teva Pharmaceuticals Industries Ltd. and several of its officers. Forsythe claimed that he and others who purchased or acquired Teva securities between October 29, 2015, and August 18, 2020, suffered damages due to misstatements and omissions by Teva and its officers related to Copaxone, a drug used to treat multiple sclerosis. Teva's shares are dual listed on the New York Stock Exchange and the Tel Aviv Stock Exchange.The District Court granted Forsythe's motion for class certification, rejecting Teva's assertion that the class definition should exclude purchasers of ordinary shares. The Court also rejected Teva's argument that Forsythe could not satisfy Rule 23(b)(3)’s predominance requirement.Teva sought permission to appeal the District Court’s Order granting class certification, arguing that interlocutory review is proper under Federal Rule of Civil Procedure 23(f). Teva contended that the Petition presents a novel legal issue and that the District Court erred in its predominance analysis with respect to Forsythe’s proposed class-wide damages methodology.The United States Court of Appeals for the Third Circuit denied Teva's petition for permission to appeal. The court found that the securities issue did not directly relate to the requirements for class certification, and agreed with the District Court’s predominance analysis. The court also clarified that permission to appeal should be granted where the certification decision itself under Rule 23(a) and (b) turns on a novel or unsettled question of law, not simply where the merits of a particular case may turn on such a question. View "Forsythe v. Teva Pharmaceutical Industries Ltd" on Justia Law

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The case involves a shareholder derivative action against Cognizant Technology Solutions Corporation and its board of directors. The plaintiffs, shareholders of Cognizant, alleged that the directors breached their fiduciary duties, engaged in corporate waste, and unjust enrichment. The allegations stemmed from a bribery scheme in India, where Cognizant employees allegedly paid bribes to secure construction-related permits and licenses. The plaintiffs claimed that the directors ignored red flags about the company's anti-corruption controls and concealed their concerns from shareholders.The case was initially dismissed by the United States District Court for the District of New Jersey, which held that the plaintiffs failed to state with particularity the reasons why making a demand on the board of directors would have been futile. The plaintiffs appealed this decision to the United States Court of Appeals for the Third Circuit.The Third Circuit, sitting en banc, reconsidered the standard of review for dismissals of shareholder derivative actions for failure to plead demand futility. The court decided to abandon its previous standard of review, which was for an abuse of discretion, and adopted a de novo standard of review. Applying this new standard, the court affirmed the District Court's dismissal of the case. The court found that the plaintiffs failed to show that a majority of the directors faced a substantial likelihood of liability or lacked independence, which would have excused the requirement to make a demand on the board. View "In re: COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION DERIVATIVE LITIGATION" on Justia Law

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A motor vehicle manufacturer, General Motors LLC (GM), sought to terminate its franchise agreement with Mall Chevrolet, Inc., a successful car dealership in New Jersey, after discovering that the dealership had submitted false warranty claims for vehicle repairs. GM also intended to recoup the amounts it paid in disputed warranty claims through a chargeback process. In response, Mall Chevrolet sued GM under the New Jersey Franchise Practices Act to prevent the termination of the franchise agreement and the chargebacks. However, the dealership's claims did not survive summary judgment.The District Court found that there was no genuine dispute of material fact – the dealership did submit false claims for warranty repairs – and GM was entitled to judgment as a matter of law on each of the appealed claims. The dealership then appealed the District Court’s summary-judgment rulings.The United States Court of Appeals for the Third Circuit affirmed the judgment of the District Court. The court found that GM had good cause to terminate the franchise agreement because Mall Chevrolet had materially breached the contract by submitting false claims for warranty work. The court also found that the dealership's remaining statutory claims were barred by the defense provided in the New Jersey Franchise Practices Act, which allows a franchisor to avoid liability for any claim under the Act if the franchisee has not substantially complied with the franchise agreement. View "Mall Chevrolet Inc v. General Motors LLC" on Justia Law

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The case in question is a petition for a writ of mandamus filed by Abbott Laboratories, Abbvie Inc., Abbvie Products LLC, Unimed Pharmaceuticals LLC, and Besins Healthcare, Inc. These petitioners were involved in a patent and antitrust lawsuit concerning the drug AndroGel 1%. They sought a writ of mandamus after a district judge ruled that the application of the crime-fraud exception to the attorney-client privilege justified an order compelling the production of certain documents. The Petitioners claimed those documents were privileged.The Court of Appeals for the Third Circuit denied their petition. The court reasoned that the petitioners failed to meet the high standard for granting a petition for writ of mandamus. Specifically, they failed to show a clear and indisputable abuse of discretion or error of law, a lack of an alternate avenue for adequate relief, and a likelihood of irreparable injury.The court also found that the district court did not err in its interpretation of the crime-fraud exception to the attorney-client privilege as it applies to sham litigation. The court held that sham litigation, which involves a client’s intentional “misuse” of the legal process for an “improper purpose,” can trigger the crime-fraud exception. The court also rejected the argument that a "reliance" requirement must be applied in this context. View "In re: Abbott Laboratories" on Justia Law

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The United States Court of Appeals for the Third Circuit reviewed a decision of the National Labor Relations Board (NLRB) regarding unfair labor practices alleged against New Concepts for Living, Inc. New Concepts sought review of an NLRB order determining that it engaged in unfair labor practices by pushing to decertify its employees' union. The NLRB affirmed the administrative law judge's dismissal of three charges against New Concepts but reversed his dismissal of five others.New Concepts, a nonprofit corporation providing services for people with disabilities, had been in a stalemate with its employees' union after the most recent collective bargaining agreement expired. Due to the union's inactivity, many employees expressed dissatisfaction and began a decertification movement. During this period, New Concepts suspended bargaining and issued memorandums to its employees about their right to resign from the union and stop the deduction of union dues. The NLRB found that these actions, as well as New Concepts' conduct during collective bargaining negotiations and a poll to assess union support, constituted unfair labor practices.The Court of Appeals disagreed, concluding that the NLRB's determinations were not supported by substantial evidence. The court found that New Concepts had both contractual and extracontractual bases for distributing the memorandums, did not unlawfully track employee responses, and provided adequate assurances against reprisals. Additionally, the court determined that New Concepts did not engage in bad faith bargaining and that its poll and subsequent withdrawal of recognition from the union were lawful. The court thus granted New Concepts' petition for review and denied the NLRB's cross-application for enforcement. View "New Concepts for Living Inc v. NLRB" on Justia Law

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This case involves Vertiv, Inc., Vertiv Capital, Inc., and Gnaritis, Inc., Delaware corporations, who sued Wayne Burt, PTE Ltd., a Singaporean corporation, for defaulting on a loan. Vertiv sought damages and a declaratory judgment. Later, Wayne Burt informed the court that it was in liquidation proceedings in Singapore and moved to vacate the judgments against it. The District Court granted the motion and vacated the judgments, reopening the cases. Wayne Burt then moved to dismiss Vertiv’s claims, either on international comity grounds in deference to the ongoing liquidation proceedings in Singapore, or due to a lack of personal jurisdiction. The District Court granted Wayne Burt’s motion to dismiss, concluding that extending comity to the Singaporean court proceedings was appropriate.On appeal, the United States Court of Appeals for the Third Circuit vacated the District Court's decision and remanded the case. The court clarified the standard to apply when deciding whether to abstain from adjudicating a case in deference to a pending foreign bankruptcy proceeding. The court held that a U.S. civil action is “parallel” to a foreign bankruptcy proceeding when: (1) the foreign bankruptcy proceeding is ongoing in a duly authorized tribunal while the civil action is pending in the U.S. court; and (2) the outcome of the U.S. civil action may affect the debtor’s estate. The court also held that a party seeking the extension of comity must show that (1) “the foreign bankruptcy law shares the U.S. policy of equal distribution of assets,” and (2) “the foreign law mandates the issuance or at least authorizes the request for the stay.” If a party makes a prima facie case for comity, the court should then determine whether extending comity would be prejudicial to U.S. interests. If a U.S. court decides to extend comity to a foreign bankruptcy proceeding, it should ordinarily stay the civil action or dismiss it without prejudice. View "Vertiv Inc. v. Wayne Burt PTE Ltd" on Justia Law

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The case involved a dispute between Winn-Dixie Stores and the Eastern Mushroom Marketing Cooperative, Inc. (EMMC), its individual mushroom farmer members, and certain downstream distributors. Winn-Dixie accused the defendants of violating antitrust laws by engaging in a price-fixing agreement. The U.S. Court of Appeals for the Third Circuit held that the District Court was correct in applying the rule of reason, rather than a "quick-look" review, in assessing the legality of the defendants' pricing policy under the Sherman Act. The court found that the complex and variable nature of the arrangements within the cooperative, involving both horizontal and vertical components, necessitated a careful analysis to determine anticompetitive effects. The court also held that the jury's verdict, which found that the defendants' pricing policy did not harm competition, was not against the weight of the evidence and did not warrant a new trial. The court affirmed the District Court’s judgment in favor of the defendants. View "Winn Dixie Stores v. Eastern Mushroom Marketing Cooperative Inc" on Justia Law

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Since 1992, the Energy Star Program has set energy efficiency standards for categories of products and permitted approved products to bear the Energy Star logo. Three models of Whirlpool top-loading clothes washers were approved to display that logo and did so from 2009-2010. Under one method of measurement, those machines did not meet the Program’s energy- and water-efficiency standards; the washers did satisfy the Program’s standards under another measurement technique, which the Program previously endorsed. Program guidance from July 2010 disapproved of that method.Consumers in several states who had purchased those models commenced a putative class action against Whirlpool and retailers that sold those machines, alleging breach of express warranty and violations of state consumer protection statutes based on the allegedly wrongful display of the Energy Star logo. The district court certified a class action against Whirlpool but declined to certify a class against the retailers. At summary judgment, the court rejected all remaining claims.The Third Circuit affirmed, finding no genuine dispute of material fact. The plaintiffs did not demonstrate that the models were unfit for their intended purpose. A reasonable jury could not find that the retailer defendants were unjustly enriched from selling the washers. Without evidence of a false or misleading statement attributable to Whirlpool or the retailers, the state consumer protection claims failed. View "Dzielak v. Whirlpool Corp" on Justia Law

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A project labor agreement (PLA) is a collective-bargaining agreement between a project owner, contractors, and unions, setting the terms and conditions of employment for a particular construction project. The terms can include recognizing a union as the workers’ exclusive bargaining representative and paying the workers union wages—even if they are not union members. The plaintiffs claim the project labor agreements violate the First and Fourteenth Amendments, the National Labor Relations Act, and the Sherman Act.The Third Circuit affirmed the dismissal of the claims, citing lack of standing. Concreteness and particularity are two Article III standing requirements but those concrete injuries must also be actual or imminent. The contractor-plaintiffs declared they never have and never will bid on PLA-covered projects, admitting they never experienced and never will experience a compelled association or economic harm. To the extent the contractors’ declarations are a proxy for determining the actuality or imminence of harm to their employees, the contractors indicate they have not and will not bid on PLA-covered projects. The employees did not plead that they did or plan to work on PLA-covered public projects. The mere fact that the contractors claim they are “able and ready” to bid or work on PLA-covered public projects does not cure their failure to bid in the past and admitted refusal to bid. View "Associated Builders & Contractors of Western Pennsylvania v. Community College of Allegheny County" on Justia Law