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

Plaintiff appealed from the judgment of the district court dismissing its suit for improper venue on the basis of a forum selection clause mandating Ireland as the appropriate venue for the contract dispute between the parties. The court held that the forum selection clause at issue was permissive, not mandatory, because the clause contained no specific language of exclusion evidencing an intent by the parties to give the Irish Courts exclusive jurisdiction or make Ireland an obligatory venue for disputes arising out of the agreement. The court held that because permissive forum selection clauses contemplated that jurisdiction could be proper in more than one forum, the district court's dismissal for improper venue was improper. Therefore, the court vacated and remanded.

Plaintiffs appealed from a dismissal of their complaint, which sought a declaratory judgment that, inter alia, the Financial Industry Regulatory Authority, Inc. (FINRA) lacked the authority to bring court actions to collect disciplinary fines as imposed. The court held that the heavy weight of evidence suggested that Congress did not intend to empower FINRA to bring court proceedings to enforce its fines and that the 1990 Rule Change did not authorize FINRA to judicially enforce the collection of its disciplinary fines.

This appeal concerned tax deductions that Altria claimed in 1996 and 1997, and which the IRS disallowed. The claimed deductions resulted from Altria's participation in nine leveraged lease transactions with tax-indifferent entities. The jury found that Altria was not entitled to the claimed tax deductions. Applying the substance over form doctrine, the jury rejected Altria's contention that it retained a genuine ownership or leasehold interest in the assets and therefore was entitled to the tax deductions. The district court denied Altria's motion for judgment as a matter of law or for a new trial and entered judgment for the government. The court affirmed and held that Altria had not shown that the district court erred in instructing the jury regarding the substance over form doctrine.

This action for breach of contract and related tort claims had its origin in a February 9, 2006 Credit and Security Agreement, wherein defendant agreed inter alia to provide plaintiff with a revolving line of credit. Plaintiff subsequently appealed from a judgment of dismissal entered by the district court, contending that the district court erred in relying on releases executed in favor of defendant, most recently in a forbearance agreement to dismiss its claims because its complaint pleaded that these releases were induced by economic duress. The court held that plaintiff failed to plead plausibly that defendant made a "wrongful threat," an essential element of economic duress. Rather, the conduct alleged to have caused duress evidences only the exercise of defendant's legal rights under the parties' original contract and subsequent agreements. Therefore, to the extent that those rights included defendant's exercise of "reasonable discretion" in various areas, plaintiff's allegations failed as a matter of law to plead actions exceeding the scope of such discretion. Accordingly, the court affirmed the judgement of dismissal.

This appeal stemmed from numerous trademark and unfair competition claims over the name "Patsy's." Patsy's Italian Restaurant appealed, and Patsy's Pizzeria cross-appealed, from a judgment of the district court after a jury trial on claims brought pursuant to trademark and unfair competition law. The court upheld the district court's jury instructions; affirmed the district court's refusal to grant a new trial on the issue of whether Patsy's Pizzeria made fraudulent statements to the Patent and Trademark Office, as well as its refusal to vacate the jury's verdict that Patsy's Italian Restaurant did not fraudulently obtain its trademark registrations; affirmed the district court's refusal to reinstate Patsy's Pizzeria's trademark registrations; and upheld the district court's denial of attorneys' fees and injunctive relief. Accordingly, the court affirmed the judgment of the district court.

This case arose when plaintiff alleged that Citigroup, along with various rating agencies, airlines, and municipalities, conspired to block the use of her finance structure to issue Airline Special Facility bonds. Plaintiff subsequently appealed from a judgment of the district court dismissing her complaint and from the district court's order denying her postjudgment motion for reargument and reconsideration of the dismissal and for leave to replead. On appeal, plaintiff argued that the district court erred by, inter alia, dismissing the complaint without granting leave to replead, denying the postjudgment motion, and exercising supplemental jurisdiction to deny the remaining state law claims. The court held that the district court, in denying the postjudgment motions, applied a standard that overemphasized considerations of finality at the expense of the liberal amendment policy embodied in the Federal Rules of Civil Procedure. Accordingly, the court vacated the order denying the postjudgment motion and so much of the judgment as retained supplemental jurisdiction and dismissed plaintiff's state law claims. The court remanded for further proceedings.

Petitioner sought review of three decisions of the National Labor Relations Board (NLRB) affirming in part and reversing in part the ALJ's findings with respect to allegations that AM Property Holding Corporation (AM) participated in a scheme with two successive cleaning contractors to avoid a bargaining obligation with petitioner after AM purchased a certain building. At issue was whether the NLRB erred by finding that: (1) AM was not a joint employer with either contractors; (2) the NLRB was precluded from determining whether one contractor was individually a successor employer to Clean-Right, the in-house cleaning division of the former owner of the building because the General Counsel had not litigated a violation based on that theory; and (3) petitioner was not entitled to additional remedies. The court rejected the first and third claims of error, but concluded that as to the second, the NLRB misunderstood its authority to determine whether one of the contractors was individually a successor employer to Clean-Right. Therefore, the court remanded so that the NLRB could reconsider this issue.

Appellants appealed from the dismissal of their first amended complaint, which asserted claims against Morgan Stanley under Section 10(b) of the Securities and Exchange Act of 1934 (Act), 15 U.S.C. 78a et seq., and New York common law. Appellants contended that Morgan Stanley, in oral and email communications with appellants' treasurer, materially misrepresented the liquidity of certain auction rate securities (ARS) and thereby fraudulently induced appellants to purchase and hold these securities at a time when Morgan Stanley knew that the market for ARS was collapsing. The court affirmed the district court's dismissal on the ground that sophisticated investors like appellants could not plead reasonable reliance on Morgan Stanley's alleged misrepresentations in light of Morgan Stanley's publicly-filed statement explicitly disclosing the very liquidity risks about which appellants claimed to have been misled.

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.

TradeComet brought this action against Google for alleged violations of the Sherman Act, 15 U.S.C. 1, 2, arising out of TradeComet's use of Google's "AdWords" search engine advertising platform. Google filed a motion to dismiss pursuant to Federal Rule of Civil Procedure 12(b)(1) and 12(b)(3) for lack of subject matter jurisdiction and improper venue because TradeComet had accepted the terms and conditions associated with participation in its AdWords program, which included a forum selection clause requiring TradeComet to file suit in state or federal court in Santa Clara County, California, not in New York. At issue was whether a district court called upon to enforce a forum selection clause was required to enforce it pursuant to 28 U.S.C. 1404(a) whenever the clause permitted suit in an alternative forum. The court held that a defendant could also seek enforcement of a forum selection clause in these circumstances through a Rule 12(b) motion to dismiss. Therefore, in an accompanying summary order, the court affirmed the district court's dismissal of TradeComet's complaint.