Articles Posted in Business Law

The Eleventh Circuit affirmed the Tax Court's determination that petitioner was liable as a transferee under 26 U.S.C. 6901 for his former employer's unpaid taxes. Because the state substantive law in this case does not require exhaustion for liability to exist, the court held that the Commissioner was not required to exhaust remedies against the company before proceeding against petitioner as a transferee. In this case, applying Florida law, the court held that petitioner could not definitively prove that the Dividend Payments were a part of his employment with FECP and because he did not raise any other argument for why FECP might have received reasonably equivalent value even if the dividends were not compensation, the court must conclude that they were dividends for which FECP did not receive reasonably equivalent value. As such, the court affirmed the Tax Court's determination that the reasonable-value element of constructive fraud under the Florida Uniform Fraudulent Transfer Act was satisfied for all of the Dividend Payments. When considered together, those dividend payments were substantial enough for the Tax Court to conclude that they led to the insolvency of FECP. View "Kardash v. Commissioner of IRS" on Justia Law

ADT filed suit against Vision Security for violations of the Lanham Act, 15 U.S.C. 1125(a). The parties agreed to an injunction prohibiting Vision Security from using certain sales tactics. NorthStar Alarm then acquired customer accounts, rental leases, and other assets from Vision Security and hired four senior officers and some of the sales team from Vision Security. ADT moved to hold NorthStar in contempt of the injunction when NorthStar allegedly used sales tactics prohibited by the injunction. The court concluded that NorthStar cannot be bound by the injunction when it is not in privity with Vision Security and in the absence of any evidence that it had notice of the injunction. Accordingly, the court vacated the district court's judgment holding otherwise. View "ADT LLC v. Northstar Alarm Services, LLC" on Justia Law

In December 2011, Purchasing Power filed suit against Bluestem in Georgia state court. Bluestem, a citizen of Minnesota and Delaware, sought to remove the case to federal court based on diversity jurisdiction. Burr & Forman (B&F) was the law firm representing Purchasing Power. In 2014, the district court granted summary judgment for Bluestem. On appeal, this court noted that the pleadings did not allege Purchase Power's citizenship. B&F had failed to realize, and no one bothered to investigate, that Falcon, one of the LLCs, did not own an interest in Holdings directly. This missing piece of information was essential in destroying diversity jurisdiction because Falcon was incorporated in Delaware, of which Bluestem was a citizen. The district court subsequently found that B&F misrepresented to either the district court or Bluestem on five occasions that diversity of citizenship existed. In this appeal, B&F challenged the district court's sanctions order. The court reversed the district court's imposition of sanctions, concluding that, while the requirements of diversity jurisdiction were complicated, no party in this case acted with bad intentions. View "Purchasing Power, LLC v. Bluestem Brands, Inc." on Justia Law

American Dawn terminated plaintiff, a restaurant linen salesman, for participating in a fraudulent scheme against ALSCO, and plaintiff later found employment with American Dawn's competitor, Baltic. After plaintiff joined Baltic, a sales manager at American Dawn and a consultant for ALSCO allegedly conspired to freeze Baltic out of the restaurant linens market. Plaintiff lost his job as a result of the alleged conspiracy and subsequently filed suit, alleging violation of the antitrust laws, 15 U.S.C. 1 et seq. The court concluded that plaintiff lacked standing to challenge a conspiracy directed at his employer even if the conspiracy caused plaintiff's termination. The court further concluded that plaintiff failed to plead claims of racketeering, tortious interference, civil conspiracy, negligent misrepresentation, and fraud. Accordingly, the court affirmed the judgment. View "Feldman v. American Dawn, Inc." on Justia Law

This case stems from a dispute between two doctors regarding the medical viability of a novel use for a particular drug. The Tobinick Appellants filed suit against the Novella Appellees, and Yale, challenging Dr. Novella's article criticizing Dr. Tobinick's novel treatments. The Tobinick Appellants then filed an amended complaint to add allegations relating to Dr. Novella's second article that was published just nine days prior. The court concluded that, because the Tobinick Appellants have not demonstrated a probability of success on the actual malice issue, the district court did not err in granting Dr. Novella's special motion to strike the state law claims pursuant to California's anti-SLAPP statute, Cal. Civ. Proc. Code 425.16(a); even though Dr. Novella had not yet filed his answer, the district court did not abuse its discretion in twice denying the Tobinick Appellants' motion for leave to amend the operative complaint because it properly sought to prevent an undue delay caused by the Tobinick Appellants' last-minute attempts to amend their complaint; the district court did not abuse its discretion in denying each of the Tobinick Appellants' discovery-related requests for relief; and the court rejected the Tobinick Appellants' Lanham Act, 15 U.S.C. 1125(a) claims. Accordingly, the court affirmed in all respects. View "Edward Lewis Tobinick, MD v. Novella" on Justia Law

This case began as a contract dispute between two corporations: PTA-FLA, Inc., and ZTE USA, Inc. Shortly thereafter, three corporations affiliated with PTA-FLA filed similar cases against ZTE USA and its parent corporation, ZTE Corp., in several different federal district courts. All of the parties involved in these disputes participated in a consolidated arbitration proceeding that resulted in a zero-dollar award binding ZTE USA and the four affiliated plaintiff corporations. ZTE USA then moved the district court in the Middle District of Florida to reopen PTA-FLA’s case, join the three other plaintiff corporations to the case, and, finally, to confirm the arbitrator’s award against all four plaintiff corporations. But before the district court could rule on that motion, PTA-FLA (the original plaintiff) voluntarily dismissed its claims. The district court eventually confirmed the arbitral award against all parties, concluding that it had subject matter jurisdiction (grounded in diversity of citizenship) to confirm the award against the original parties and supplemental jurisdiction to confirm the award against the later-joined parties despite PTA-FLA’s voluntary dismissal and the reduction in the amount in controversy. The three joined parties appealed the confirmation of the award, claiming that the district court was without subject matter or supplemental jurisdiction. After careful review, the Eleventh Circuit concluded that the district court properly exercised its jurisdiction and, accordingly, affirmed. View "PTA-FLA, Inc. v. ZTE USA, Inc." on Justia Law

This appeal arose from a labor dispute involving the H-2A visa program. Defendant Consolidated Citrus Limited Partnership (“Consolidated Citrus”) appealed from the district court’s order granting judgment in favor of the plaintiffs and holding Consolidated Citrus liable as a joint employer. All original plaintiffs were Mexican nationals who came to the United States temporarily to work as harvesters on citrus groves in central Florida. These plaintiffs entered the United States legally under the federal H-2A visa program. During the 2005-06 harvest season, Consolidated Citrus struggled to find sufficient labor to meet its harvesting needs. Starting with the 2006-07 harvest season, Consolidated Citrus began working with labor contractors to hire temporary foreign workers. One such labor contractor was defendant Ruiz Harvesting, Inc. (“RHI”), owned by Basiliso Ruiz (“Ruiz”). Consolidated Citrus expected the temporary workers to be at their assigned groves at some time in the early morning, but RHI personnel ultimately decided what time the workers would arrive. Each day, RHI transported workers to and from the groves in RHI vehicles. Under the H-2A program regulations, agricultural workers compensated on a piece-rate basis must be paid at least the equivalent of the wages they would have received under the applicable “adverse effect wage rate” (“AEWR”), which was the hourly minimum set by the Department of Labor. Where a worker’s piece-rate wages did not add up to the wages the worker would have earned under the hourly rate, the employer had to supplement that worker’s earnings to meet that minimum wage. The supplemental amount was known as “build-up” pay. RHI perpetrated a kickback scheme to recoup this build-up pay: on payday, RHI employees drove the H-2A temporary workers to a bank where the workers cashed their paychecks. The workers then returned to the RHI vehicle, where an RHI employee collected cash from each worker in an amount equal to that worker’s build-up pay. H-2A workers were told to return money only to Ruiz and RHI and only when the workers’ paychecks included build-up pay. No one from Consolidated Citrus demanded that H-2A temporary workers return their build-up pay, and no H-2A temporary worker ever complained directly to Consolidated Citrus about RHI’s kickback scheme. After careful review of this matter, the Eleventh Circuit affirmed in part, reversed in part, and remanded this case to the district court for further proceedings. To the extent that the district court held Consolidated Citrus liable as a joint employer for purposes of the plaintiffs’ Fair Labor Standards Act (FLSA) claims, the Court affirmed. The Court reversed, however, the district court’s determination that the FLSA “suffer or permit to work” standard applied to the breach of contract claims for purposes of determining whether Consolidated Citrus qualified as a joint employer under the H-2A program. The case was remanded to the district court to apply, in the first instance, that governing standard of common law agency for purposes of the plaintiffs’ breach of contract claims. View "Garcia-Celestino, et al. v. Consolidated Citrus Ltd. Partnership" on Justia Law

Plaintiffs filed suit challenging the Notices of Final Partnership Administrative Adjustment (FPAAs) the IRS issued disallowing all items they claimed on their partnership returns on the ground that partnerships constituted an abusive tax shelter designed to generate artificial, noneconomic tax losses desired by the taxpayer. The district court upheld the administrative adjustments to the partnerships’ returns and entered judgment for the Government. The court concluded that the district court's Memorandum Opinion and Order correctly resolved these questions; and therefore, the court affirmed on this basis. The district court concluded that the FPAAs properly found that the partnerships lacked economic substance and made adjustments accordingly. However, the FPAAs improperly imposed penalties. View "Kearney Partners Fund v. United States" on Justia Law

DFA filed suit against Estee Lauder after Estee Lauder refused to do business with DFA and communicated that fact to airport authorities evaluating whether to offer rental space to DFA. DFW alleged three claims in its amended complaint: (1) attempted monopolization, in violation of section 2 of the Sherman Act, 15 U.S.C. 2; (2) contributory false advertising, in violation of section 43(a) of the Lanham Act, 15 U.S.C. 1125(a); and (3) tortious interference with a prospective business relationship, in violation of Florida law. The district court dismissed the suit based on failure to state a claim. The court concluded that DFW failed to allege basic facts sufficient to state a claim to relief that is plausible on its face where DFW did not adequately allege that Estee Lauder engaged in predatory or anticompetitive conduct for its antitrust claims; DFA does not come close to establishing standing to seek injunctive relief from the requirements that Estée Lauder places on its competitors, inasmuch as DFA no longer does any business with Estée Lauder; DFA failed to plead sufficient facts from which a court could find that Estée Lauder made false statements, or, for that matter, was responsible for any such statements made by DFA’s competitors in DFA's false advertising claim; and the complaint failed to allege any improper conduct sufficient to constitute tortious interference with a business relationship in violation of Florida law. Accordingly, the court affirmed the judgment. View "Duty Free Americas, Inc. v. The Estee Lauder Co." on Justia Law

DFA filed suit against Estee Lauder after Estee Lauder refused to do business with DFA and communicated that fact to airport authorities evaluating whether to offer rental space to DFA. DFW alleged three claims in its amended complaint: (1) attempted monopolization, in violation of section 2 of the Sherman Act, 15 U.S.C. 2; (2) contributory false advertising, in violation of section 43(a) of the Lanham Act, 15 U.S.C. 1125(a); and (3) tortious interference with a prospective business relationship, in violation of Florida law. The district court dismissed the suit based on failure to state a claim. The court concluded that DFW failed to allege basic facts sufficient to state a claim to relief that is plausible on its face where DFW did not adequately allege that Estee Lauder engaged in predatory or anticompetitive conduct for its antitrust claims; DFA does not come close to establishing standing to seek injunctive relief from the requirements that Estée Lauder places on its competitors, inasmuch as DFA no longer does any business with Estée Lauder; DFA failed to plead sufficient facts from which a court could find that Estée Lauder made false statements, or, for that matter, was responsible for any such statements made by DFA’s competitors in DFA's false advertising claim; and the complaint failed to allege any improper conduct sufficient to constitute tortious interference with a business relationship in violation of Florida law. Accordingly, the court affirmed the judgment. View "Duty Free Americas, Inc. v. The Estee Lauder Co." on Justia Law