Justia U.S. 2nd Circuit Court of Appeals Opinion Summaries

Articles Posted in Commercial Law

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Total Wine challenged provisions of Connecticut’s Liquor Control Act and regulations as preempted by the Sherman Act, 15 U.S.C. 1. Connecticut’s “post and hold” provisions require state-licensed manufacturers, wholesalers, and out-of-state permittees to post a “bottle price” or “can price” and a “case price” each month with the Department of Consumer Protection for each alcoholic product that the wholesaler intends to sell during the following month; they may “amend” their posted prices to “match” competitors’ lower prices but are obligated to “hold” their prices at the posted price (amended or not) for a month. Connecticut’s minimum-retail-price provisions require that retailers sell to customers at or above a statutorily defined “[c]ost,” which is not defined as the retailer’s actual cost. The post-and-hold number supplies the central component of “[c]ost” and largely dictates the price at which Connecticut retailers must sell their alcoholic products. The Second Circuit affirmed dismissal of the complaint. Connecticut’s minimum-retail-price provisions, compelling only vertical pricing arrangements among private actors, are not preempted. The post-and-hold provisions were not preempted because they “do not compel any agreement” among wholesalers, but only individual action. The court also upheld a price discrimination prohibition as falling outside the scope of the Sherman Act. View "Connecticut Fine Wine and Spirits LLC v. Seagull" on Justia Law

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Sleepyʹs purchased beds from the Select Comfort for resale in Sleepyʹs stores and suspected that Select Comfort was disparaging Sleepyʹs stores and the particular line of Select Comfort beds it sold. Sleepy’s sued, alleging slander per se, breach of contract, unfair competition, breach of the implied covenant of good faith and fair dealing, and the Lanham Act. After a bench trial, the district court dismissed. On remand, a different district judge entered a judgment for Select Comfort on the merits and concluded that attorneyʹs fees were warranted because the case was ʺexceptionalʺ under the Lanham Act. The Second Circuit vacated the dismissal of Sleepyʹs slander claims. That dismissal had been on the ground that the publication element cannot be met under New York law when the statement in question is only made to the plaintiffʹs representatives--”secret shoppers” sent into Select Comfort stores by Sleepy’s. The Second Circuit remanded for a determination of whether the plaintiff consented to the slanderous statements by engaging the secret shoppers. The district court was directed to apply the “Octane Fitness” standard for evaluating whether a Lanham Act claim is ʺexceptional.ʺ The district court erred by not sufficiently explaining or justifying the amount of the defendantsʹ attorneyʹs fees. View "Sleepy's LLC v. Select Comfort Wholesale Corp." on Justia Law

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Empire a distributor of alcoholic beverages, is New York State’s exclusive distributor for popular brands like Johnnie Walker, Grey Goose, and Seagram’s Gin. Empire alleges that from 2008-2014, Reliable and (non‐party) RNDC, among Maryland’s largest liquor distributors, conspired with retail liquor stores in Cecil County, Maryland and New York City to smuggle liquor from Maryland to New York, in violation of New York liquor law. Empire sued Reliable and several Cecil County and New York retailers under the Racketeer Influenced and Corrupt Organizations Act (RICO), 18 U.S.C. 1961, alleging that their bootlegging directly harmed Empire “because every case of alcohol smuggled into New York from Maryland was a lost sale by New York’s authorized distributors.” The defendants argued that the smuggling operation did not directly cause Empire to lose sales and that Empire had not adequately alleged proximate cause under RICO. The district court dismissed the case. The Second Circuit affirmed. Empire failed to allege proximate cause adequately. Empire adequately alleged a smuggling scheme, satisfying the first element of wire fraud and satisfied the third element of wire fraud, alleging “dozens of specific wire communications allegedly made by defendants.” The Supreme Court, however, has suggested the need for skepticism “to claims brought by economic competitors” and New York State was a more direct victim of the smuggling operation. View "Empire Merchants, LLC v. Reliable Churchill, LLLP" on Justia Law

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Luitpold is a New York corporation that develops and markets drugs and medical devices, including dental implant products. Geistlich, a Swiss corporation that develops and manufactures dental products, now owns the patents and trademarks for the Bio-Oss and Bio-Glide dental products, which are used to aid bone and tissue growth in patients following dental procedures. In 1994,, following failed attempts to market its products in the United States through other companies, Geistlich and Luitpold entered into interdependent commercial and license agreements to establish a distribution relationship for the sale of Geistlich’s dental products throughout the United States and Canada. The parties later entered into additional agreements and amendments. In 2010, Geistlich declared its intent to terminate the distribution relationship, without compensation to Luitpold, as of 2011. Geistlich did not allege breach of the agreements, but declared that the agreements had been in effect for a “reasonable” time and that under New York law, Geistlich could unilaterally terminate them upon reasonable notice. Luitpold sought declaratory relief, specific performance, damages, and prejudgment attachment of Geistlich patents and trademarks. The district court rejected all claims. The Second Circuit vacated and remanded, finding that material issues of fact precluded dismissal or summary judgment on certain claims. View "Luitpold Pharm., Inc. v. Ed. Geistlich Sohne A.G." on Justia Law

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In 1953, New York and New Jersey entered into the Waterfront Commission Act, establishing the Waterfront Commission of New York Harbor to govern operations at the Port of New York‐New Jersey. At that time, individual pieces of cargo were loaded onto trucks, driven to the pier, and then unloaded for loading, piece‐by‐piece, onto the vessel. Similarly, arriving cargo was handled piece-by-piece. Containerization transformed shipping: a shipper loads cargo into a large container, which is loaded onto a truck and transported to the pier, where it is lifted aboard a ship. Continental operates warehouses, including one at 112 Port Jersey Boulevard, Jersey City. Continental picks up containers from the Global Marine Terminal, transports them to the Warehouse, unloads them, and removes their contents. Continental stores the freight and provides other services, such as sampling, weighing. and wrapping. In 2011, the Commission advised Continental that it was required to obtain a stevedore license, concluding that the property line and building of the 112 Warehouse were within 1,000 yards of a pier. Continental sought a declaratory judgment. The Second Circuit affirmed the district court holding that Continental engages in stevedoring activities at the warehouse and that the warehouse is an ʺother waterfront terminalʺ under the Act and within the Commission’s jurisdiction. View "Cont'l Terminals, Inc. v. Waterfront Comm'n of N.Y. Harbor" on Justia Law

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Select Comfort manufactures and sells Sleep Number bedding, which has inflatable air chambers that adjust to vary mattress firmness; it sells those beds through its own retail stores. In 2005, Sleepy’s, a bedding retailer, and Select executed an agreement making Sleepy’s a Sleep Number authorized retailer only for Select’s “Personal Preference” line. Sales were disappointing. In response to reports that Select salespeople were disparaging Sleepy’s and its Personal Preference line, Sleepy’s began conducting “secret shops.” Sleepy’s contends its undercover shopping revealed a pattern of disparagement. In 2007, Sleepy’s confronted Select; the parties executed a Wind-Up Agreement. Sleepy’s sued, alleging that Select breached the agreement by failing to provide “first quality merchandise,” and by violating a non-disparagement clause. Sleepy’s also asserted fraudulent inducement, slander per se, breach of the implied covenant of good faith and fair dealing, unfair competition, and violation of the Lanham Act. The district court granted judgment for Select, finding that the contract had expired on September 30, 2006 and that Sleepy’s had consented to the allegedly slanderous statements. The Second Circuit vacated, except with respect to the “first quality merchandise” claim. The court erred in treating “expiration” and “termination” as interchangeable terms referring to the end of the contract term. View "SleepyÂ’s, LLC v. Select Comfort Wholesale Corp." on Justia Law

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Plaintiff appealed from an order of the bankruptcy court holding that a mistakenly filed UCC-3 termination statement was unauthorized and therefore not effective to terminate a secured lender's interest in a debtor's property. The court certified to the Delaware Supreme Court the following question: Under UCC Article 9, as adopted into Delaware law by Del. Code Ann. tit. 6, art. 9, for a UCC-3 termination statement to effectively extinguish the perfected nature of a UCC-1 financing statement, is it enough that the secured lender review and knowingly approve for filing a UCC-3 purporting to extinguish the perfected security interest, or must the secured lender intend to terminate the particular security interest that is listed on the UCC-3? View "In Re: Motors Liquidation Co." on Justia Law

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In 2002, Lehman Brothers International Europe (LBIE) created the "Dante Programme" by which certain special purpose entities issued notes of collateralized debt obligations (the Notes). The Notes were purchased by appellants as well as other investors. The same special purpose entities entered into a swap agreement with Lehman Brothers Special Financing Incorporated (LBSF) whereby LBSF agreed to pay amounts due under the Notes in exchange for certain interests in the collateral that secured the Notes. Appellants and LBSF had competing interests in the Collateral. LBSF subsequently commenced an adversary proceeding in the bankruptcy court against the trustees of the Dante Programme and the issuers of the Notes, seeking declaratory relief with respect to priority in the Collateral. The court held that in the circumstances here, the bankruptcy court's denial of appellants' motions to intervene in the adversary proceeding was a final appealable order. Accordingly, the court vacated and remanded. View "In re: Lehman Brothers Holdings Inc." on Justia Law

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In an antitrust class action alleging a conspiracy to fix prices in violation of the Sherman Act, 15 U.S.C. 1, the district court entered summary judgment in favor of defendants, manufacturers and sellers of “publication paper,” a type of paper used in preparing printed material of various types. Plaintiffs, direct purchasers of defendants’ paper products, claimed that defendants’ price hikes mirrored each other in amount and occurred in close succession and were instituted pursuant to an agreement, rather than independently. Plaintiffs also claimed that, in the same time frame, two defendants coordinated the closure of paper mills in order to reduce the supply of publication paper. The Second Circuit vacated in part. A jury could reasonably find that defendants entered into an agreement to raise the price of publication paper, and that, as implemented, this agreement damaged plaintiffs. View "In re: Publ'n Paper Antitrust Litig." on Justia Law

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Plaintiff appealed from an order of the district court vacating the attachment, pursuant to Rule B of the Supplemental Rules for Admiralty or Maritime Claims and Asset Forfeiture Actions of the Federal Rules of Civil Procedure, of a check issued by the district court clerk made payable to defendant. At issue was whether the validity of a Rule B attachment of a treasury check issued from the Southern District's Court Registry Investment System (CRIS), representing the proceeds of electronic funds transfers whose attachment was vacated under Shipping Corp. of India Ltd. v. Jaldhi Overseas Pte Ltd. The court held that the jurisdictional defect that led to the vacatur under Jaldhi likewise precluded the attachment of the same funds in the CRIS. Accordingly, the judgment was affirmed.