Case Summaries

Corporation & Enterprise Law

[03/06] Jefferson Smurfit Corp. v. US
The IRS may examine and assess deficiencies resulting from errors in carriedback net operating loss cases even after the Tax Court has issued a final decision for the carryback year.

[03/02] Milofsky v. Am. Airlines, Inc.
Dismissal breach of fiduciary duties claims brought under ERISA by plaintiffs, a subset of participants in a certain 401(k) plan, against defendants, an airline and other fiduciaries of the plan, is vacated where the district court erred in dismissing the claims under Fed. R. Civ. P. 12(b)(6) and in concluding the claims were disguised benefits claims requiring exhaustion of administrative remedies.

[03/02] In re: Powerhouse Licensing, LLC
A petition for writ of mandamus to vacate an order requiring petitioners, defendants in underlying litigation involving alleged fraudulent asset transfers, to proceed with a deposition of an attorney is denied where the attorney-client and work product privileges were waived.

[02/28] Mortensen v. Comm'r of Internal Revenue
A decision finding petitioner liable for a negligence penalty for a taxable year due to improper calculation of petitioner's tax liability is affirmed where there was no clear error in a determination that petitioner failed to carry his burden of proving his reasonable care.

[02/27] St. Paul Area Chamber of Commerce v. Gaertner
Dismissal of a suit challenging certain provisions of the Minnesota Fair Campaign Practices Act that regulate corporate contributions to candidates for political office is reversed where the district court erred in finding plaintiffs did not have standing for their challenge.

[02/23] In Re: Suprema Specialties, Inc. Sec. Litig.
Dismissal of securities laws, fraud, and misrepresentation claims against a now-defunct cheese making company's former directors and officers, its auditor, and several investment firms is reversed in part as to dismissal of claims under sections 11, 12(a)(2), and 15 of the Securities Act of 1933 and section 10(b) of the Securities and Exchange Act of 1934 as to specific defendants.

[02/22] N & P Partners, LLC v. Council of Unit Owners of Bayberry Woods Condo.
Compensation is ordered for defendant, a council of condominium owners, in a dispute between it and a developer as to whether, based on the original condominium documents, plaintiff needed permission from defendant to expand a condominium development, and how to value the consent plaintiff was required to obtain.

[02/22] Madison Real Estate v. GENO One Fin. Place L.P.
A motion for expedited proceedings is denied in a dispute involving competing unregulated tender offers for a portion of limited partnership interests held in defendant where the court's equitable powers were unavailable to satisfy plaintiff's self-imposed precondition to its right to buy partnership interests, and plaintiff did not show a sufficiently colorable claim to justify the public burden of an expedited preliminary injunction hearing.

[02/21] Wien & Malkin LLP v. Helmsley-Spear, Inc.
Vacatur of an arbitration award is reversed in a contract dispute where there was no showing that the arbitration panel manifestly disregarded the law.

[02/14] People v. Bloomfield
An order reversing defendants' convictions for falsifying business records in the first degree and conspiracy in the fifth degree is reversed where the state presented legally sufficient evidence to support a conclusion that certain letters kept in the files of an enterprise's legal counsel fit within the definition of "business records."

[02/13] Shaev Profit Sharing Account v. Armstrong
A motion to dismiss an action alleging breaches of fiduciary duties by a financial services company's directors in failing to detect and stop certain improper transactions is granted where the complaint alleged nothing to suggest that defendants willfully or recklessly ignored information that would have led to discovery of the misconduct at issue.

[02/10] In re Serena Software, Inc. S'holders Litig.
Plaintiffs' motion for expedited proceedings is granted in a shareholder class action alleging, among other things, that a proposed transaction preferred certain members of management at the expense of other shareholders, was unfair to shareholders, and was the product of an unfair process.

[02/09] UniSuper Ltd. v. News Corp.
In a suit seeking equitable relief in the form of an opportunity for shareholders to vote on extension of a poison pill provision, plaintiffs' motion for a protective order is granted limiting the number of plaintiffs' depositions that may be taken and permitting depositions to occur outside the United States via videoconference.

[02/07] Deloitte & Touche USA LLP v. Lamela
Plaintiff-employer's motion for reargument on the scope of a preliminary injunction previously entered restraining defendant, a former partner, from soliciting or performing services for various companies is denied where the court did not misapprehend the facts or misapply the law in excluding certain of plaintiff's clients from the injunction.

[02/07] Benge v. Oak Grove Motor Court, Inc.
Motion for reargument following dismissal of plaintiff-husband's case for lack of subject matter jurisdiction without prejudice to his right to proceed in Family Court is denied where the Family Court has exclusive jurisdiction over the issues relating to plaintiff's marital property division agreement.

[02/01] Vague v. Bank One Corp.
Judgment for defendant on claims brought by a former officer of its precedecessor, a financial institution providing credit card services, involving his right to exercise valuable options to acquire certain stock is granted where plaintiff failed to establish any right to relief from defendant with respect to expired disputed options.

[01/31] AT&T Wireless Servs., Inc. v. Fed. Ins. Co., Inc.
Defendants' motions to dismiss in an action concerning insurance payments resulting from a shareholders' suit are granted and granted in part where the plaintiff's claims do not fit within the various policies' terms and precedent conditions, but denied in part where a dispute remains as to whether a defendant reasonably withheld payment of defense costs.

[01/27] Midland Interiors, Inc. v. Burleigh
Motion to sanction the sole officer, director, stockholder, and employee of a corporation under Rule 37(b)(2)(C) by entering a default judgment against him for failure to comply with discovery requests and fraud is denied in an action to enforce a judgment entered against a corporate defendant in a contract case.

[01/26] Stone v. Ritter
Bank director defendants' motion to dismiss an alleged derivative action for breach of their fiduciary duties is granted where plaintiffs failed to plead with particularity the reasons why pre-suit demand would have been futile.

[01/24] Douzinas v. Am. Bureau of Shipping, Inc.
An order compelling plaintiffs to arbitrate their claims in accordance with an LLC Agreement is granted in a case involving claims of breach of fiduciary duties brought by plaintiffs, minority members, against the managing member of an entity formed to combine the parties' respective software products.

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