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
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
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
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
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
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
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.
Posted in: Admiralty & Maritime Law, Arbitration & Mediation, Commercial Law, International Trade, U.S. 2nd Circuit Court of Appeals
This case arose when plaintiff filed a complaint asserting causes of action related to defendant's failure to repay certain loans. Defendant appealed from an amended judgment of the district court denying in part defendant's Federal Rule of Civil Procedure 60 motion to amend the court's August 28, 2008 judgment (original judgment), which, inter alia, requested that the court strike defendant as a party subject to the judgment because plaintiff had not moved for summary judgment against it. The court held that because plaintiff did not move for summary judgment against defendant, the district court erred in granting summary judgment against it. The court also held that the district court's determination that defendant defaulted in failing to file a timely answer to the complaint did not otherwise provide a valid basis for maintaining defendant as a party liable on the amended judgment. Therefore, the court reversed the decision of the district court insofar as it granted summary judgment against defendant and remanded with instructions to strike defendant as a party subject to the amended judgment.
Posted in: Business Law, Commercial Law, Contracts, Mergers & Acquisitions, U.S. 2nd Circuit Court of Appeals
Enron Creditors Recovery Corp. (Enron) sought to avoid and recover payments it made to redeem its commercial paper prior to maturity from appellees, whose notes were redeemed by Enron. On appeal, Enron challenged the district court's conclusion that 11 U.S.C. 546(e)'s safe harbor, which shielded "settlement payments" from avoidance actions in bankruptcy, protected Enron's redemption payments whether or not they were made to retire debt or were unusual. The court affirmed the district court's decision and order, holding that Enron's proposed exclusions from the reach of section 546(e) have no basis in the Bankruptcy Code where the payments at issue were made to redeem commercial paper, which the Bankruptcy Code defined as security. Therefore, the payments at issue constituted the "transfer of cash ... made to complete [a] securities transaction" and were settlement payments within the meaning of 11 U.S.C. 741(8). The court declined to address Enron's arguments regarding legislative history because the court reached its conclusion based on the statute's plain language.
Posted in: Bankruptcy, Business Law, Commercial Law, Corporate Compliance, Securities Law, U.S. 2nd Circuit Court of Appeals