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

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.

Sheet Metal Workers Local 33 et al. appealed from a judgment of the district court dismissing their putative securities class action complaint pursuant to Federal Rule of Civil Procedure 12(b)(6) for failure to state a claim. At issue was whether the securities issuer made false statements and omissions of material facts in the registration documents accompanying its initial public offering, in violation of Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, 15 U.S.C. 77a et seq. The court held that the alleged misstatements were not material because the value of the transactions composed an immaterial portion of the issuer's total assets. Accordingly, the court affirmed the district court's motion to dismiss on the ground of immateriality.

Plaintiffs, seeking to represent a class of customers with poor credit who purchased used automobiles from defendants, appealed from a judgment of the district court dismissing their complaint for failure to state a claim upon which relief could be granted. The complaint asserted that defendants violated the Truth in Lending Act (TILA), 15 U.S.C. 1601, et seq., and various state laws by burying hidden finance charges in the prices that plaintiffs were charged for these automobiles where defendant advertised the newer, more valuable used cars in its inventory at market prices, but sold the older, less valuable used cars to subprime credit customers for prices substantially higher than the market prices listed in the same guide. The court held that because the complaint did not contain any allegation for which it could plausibly be inferred that defendants failed to disclose a finance charge to plaintiffs, the judgment of the district court was affirmed.

This case stemmed from a contractual arrangement known as a "cash-settled total return equity swap agreement" between the parties. The parties appealed the judgment of the district court finding defendants in violation of section 13(d) of the Williams Act, 15 U.S.C. 78m(d), and permanently enjoining them from future violations. The court considered only whether a section 13(d) violation occurred with respect to CSX shares owned outright by defendants acting as a group. Because the district court did not make findings sufficient to permit appellate review of a group violation of section 13(d) with respect to outright ownership of CSX shares, the court remanded for further consideration. An earlier order affirmed the denial of an injunction against the voting of shares acquired by defendants while they were not in compliance with section 13(d). The court explained that ruling on the ground that injunctive "sterilization" of shares was not available when shareholders had adequate time to consider the belated Williams Act disclosures before the relevant shareholder's vote. Accordingly, the court affirmed in part, vacated in part, and remanded in part.

Plaintiff appealed from a judgment granting defendant's motion to dismiss as untimely plaintiff's complaint, which alleged breach of fiduciary duty, intentional misrepresentation, negligent misrepresentation, and conspiracy to commit those three offenses. At issue was whether the district court properly ruled that tolling of the untimely claims, on the basis of defendant's continuing concealment, was unwarranted. The court affirmed and held that the lawsuit, commenced on April 2004, arose from an injury suffered no later than June 2000 and therefore, was barred by the applicable statute of repose, Conn. Gen. Stat. 52-577. The court also held that plaintiff could not seek the safe harbor of equitable estoppel due to its failure to recognize that it was required to pursue its action. Accordingly, the court affirmed the judgment of the district.

This case stemmed from an Engagement Agreement entered into by petitioner, a developer and manufacturer of military technology, with respondent, an independent broker dealer, by which respondent agreed to act as petitioner's exclusive placement agent in an anticipated $20 million private offering of petitioner's securities to finance its anticipated development of a field-deployable vehicle. Petitioner subsequently appealed the district court's final order and judgment compelling arbitration of the claims of respondent before the Financial Industry Regulatory Authority. The court held that because the parties expressly agreed to adjudicate their disputes before a court, the court reversed and remanded the judgment of the district court.

Plaintiff appealed from a judgment of the district court dismissing his complaint against his former employer, seeking monetary and equitable relief for alleged age discrimination in violation of the Age Discrimination in Employment Act (ADEA), 29 U.S.C. 621, et seq., and state law. At issue was whether the separation agreement between the parties was unenforceable because its provisions did not comply with the requirements of the Older Workers Benefit Protection Act (OWBPA), 29 U.S.C. 626(f), and applicable Equal Employment Opportunity Commission (EEOC) regulations, that the separation agreement be written in a manner calculated to be understood. The court held that the separation agreement was written in a manner calculated to be understood by the relevant employees of defendant. The court also rejected plaintiff's argument that summary judgment should have been denied because there were genuine issues of fact to be tried and that the separation agreement was unenforceable because plaintiff was not advised in writing to consult with an attorney. Accordingly, the judgment was affirmed.

Plaintiff sued defendant asserting claims of breach of contract and various business torts in connection with defendant's alleged wrongful termination of plaintiff's employment affiliation with defendant. Plaintiff appealed from summary judgment in favor of defendant on one of its counterclaims against plaintiff for nonrepayment of the outstanding balance of a loan for which he had given a promissory note. The court held that the district court's order of summary judgment was inappropriate and dismissed the appeal for lack of appellate jurisdiction where the determination that the promissory note was independent of the promises made by defendant in the Affiliation Agreements would involve consideration of defendant's promises underlying plaintiff's claims for breach of contract and wrongful termination and of the relationships among those promises. Therefore, the court would be required to consider many of the same issues that would need to be considered in any appeal from a final judgment adjudicating plaintiff's claims.

Plaintiff filed a suit against defendant alleging claims of wrongful termination ("Count I"), trade disparagement ("Count II"), breach of contract for failure to negotiate in good faith ("Count III"), breach of the implied covenant of good faith and fair dealing ("Count IV"), and fraud ("Count V") arising out of a Creative Services Agreement ("Agreement") entered into between the parties. At issue was whether the district court properly dismissed the five counts asserted by plaintiff's complaint with prejudice and granted defendant's motion for judgment on the pleadings. The court held that the district court erred in dismissing Count III against defendant for failure to negotiate in good faith an alleged agreement to develop and launch a Todd Oldham branded line of merchandise to be sold exclusively at defendant's stores where plaintiff alleged three plausible bases for the claim. The court also held that the district court erred in dismissing Count I for declaratory judgment that defendant wrongfully terminated the parties' Agreement, by failing to give notice of plaintiff's alleged breaches and 30 days' opportunity to cure, under which plaintiff's principal, Todd Oldham, was to provide design services to defendant. The court affirmed the district court's dismissal of the trade disparagement, common law fraud, and breach of the implied duty of good faith and fair dealing claims. Accordingly, the court affirmed in part and vacated in part the district court's judgment and remanded for further proceedings.

In June 2009, defendant filed an arbitration demand against plaintiff alleging claims for wrongful termination and breach of contract based on plaintiff's failure to pay a performance bonus. Defendant subsequently filed a new demand for arbitration in October 2010, which included his original claims plus claims of fraud and breach of contract, after the arbitrator denied his motion to amend the original arbitration demand when he discovered evidence suggesting that plaintiff had padded estimated revenues for defendant's companies by $17 million. Plaintiff argued on appeal that the district court erred by not granting its motion for a preliminary injunction and temporary restraining order; that defendant's withdrawal from the first arbitration waived his right to a second arbitration; and that the first arbitration's October Order, denying defendant leave to amend, was an enforceable arbitration award. The court held that the Federal Arbitration Act, 9 U.S.C. 16(b)(4), precluded the court's review of the district court's order refusing to enjoin the arbitration. The court also held that a final decision with respect to an arbitration required an official dismissal of all claims and thus, where the district court stayed proceedings in lieu of dismissal, the decision was not final. The court further concluded that an arbitration award was a final adjudication of a claim on the merits and a procedural ruling that denied leave to amend was not an award since the decision had no effect on the merits of the proposed claims. Accordingly, the court dismissed the appeal for lack of jurisdiction.