Not Letting Felons Vote Damages Democracy for All Citizens

AUSTIN SARAT

Austin Sarat— Associate Provost, Associate Dean of the Faculty, and William Nelson Cromwell Professor of Jurisprudence and Political Science at Amherst College—argues that disenfranchising felons, as most American states do in some way, does substantial harm to everyone in our democracy. Sarat praises a recent decision by a federal district court in Florida striking down a state law requiring people with serious criminal convictions to pay court fines and fees before they can register to vote, but he cautions that but much more needs to be done to ensure that those who commit serious crimes can exercise one of the essential rights of citizenship.

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Paraflon Investments, Ltd. v. Fullbridge, Inc.

Court: US Court of Appeals for the First Circuit

Docket: 19-1913

Opinion Date: May 26, 2020

Judge: Selya

Areas of Law: Business Law, Securities Law

The First Circuit affirmed the judgment of the district court ruling against Paraflon Investments, Ltd. on its state-law misrepresentation claims against Fullbridge, Inc. and its principals, Peter Olson and Candice Olson, holding that there was no clear error in the district court's determinations. Fullbridge sought investments from Paraflon regarding a project involving the production of online training courses. After its investment deteriorated, Paraflon brought suit against Fullbridge and the Olsons in federal district court, alleging federal securities fraud claims and common law claims for, inter alia, negligent misrepresentation,and fraudulent misrepresentation. After the case was transferred to the District of Massachusetts the court ruled against Paraflon, finding that Fullbridge did not knowingly or intentionally make a false statement. Paraflon appealed, challenging the district court's disposition of the state-law misrepresentation claims. The First Circuit affirmed, holding (1) there was no clear error in the district court's determination that Fullbridge had a good faith belief that it had received a lucrative award from a third party related to the project; and (2) there was no clear error in the court's determination that Fullbridge's good-faith belief was objectively reasonable based on its experience with the third-party and what it knew at the time of Paraflon's investment.

CRST Expedited, Inc. v. Transam Trucking, Inc.

Court: US Court of Appeals for the Eighth Circuit

Dockets: 18-2633, 18-2752

Opinion Date: May 27, 2020

Judge: Bobby E. Shepherd

Areas of Law: Business Law, Contracts

CRST filed suit against TransAm, alleging that TransAm wrongfully recruited and hired several long-haul truck drivers who were under contract with CRST. The district court granted TransAm's motion for summary judgment and dismissed all of CRST's claims with prejudice. The Eighth Circuit held that the district court erred with respect to the causation element but did not err with respect to the existence of a valid contract element, and that the record contains sufficient evidence to support the intentional and improper interference element. The court also held that the district court erred in granting TransAm's motion for summary judgment on CRST's unjust enrichment claim. Finally, the court held that the district court did not abuse its discretion in finding the drivers were not indispensable parties. Accordingly, the court reversed and remanded the district court's order granting TransAm's motion for summary judgment and affirmed the district court's determination that the drivers are not indispensable parties to the proceedings.

Eloquence Corp. v. Home Consignment Center

Court: California Courts of Appeal

Docket: A156925(First Appellate District)

Opinion Date: May 28, 2020

Judge: Fujisaki

Areas of Law: Business Law, Commercial Law, Contracts

Under a 2008 consignment agreement, Eloquence would consign jewelry and loose diamonds to HCC for resale. HCC was to send a monthly sales report of each item sold. Upon receipt of that report, Eloquence would prepare an invoice setting forth the payment due from HCC. The Agreement required HCC to pay the invoices within 30 days and provided for a bi-annual reconciliation of the inventory of consigned goods. Following a reconciliation, two invoices dated November 10, 2009, identified “items reported as missing” from an HCC store: 16 pieces of jewelry ($64085). Eloquence gave HCC a five-month extension for payment. Delivery of consigned goods to HCC continued for seven years, totaling $616,633.30 in sales invoices. In 2017, Eloquence sued HCC and its general partners, asserting “breach of written agreement” and “open book account” by failing to pay the November 2009 invoices, in the total amount of $64,085 and that it “furnished to HCC, at its request, on an open book account, merchandise of the agreed value of $64,085. The court of appeal affirmed summary judgment. Eloquence’s breach of contract cause of action time-barred because the agreement contemplated a series of discrete transactions each evidenced by a separate invoice. The doctrine of continuous accrual applies; the statute of limitations expired in May 2014. There was no agreement by the parties to enter into an open book accountt.

Borealis Power Holdings Inc. v. Hunt Strategic Utility Invesment

Court: Delaware Supreme Court

Docket: 68, 2020

Opinion Date: May 22, 2020

Judge: Traynor

Areas of Law: Business Law, Civil Procedure

Hunt Strategic Utility Investment, L.L.C. (“Hunt”) owned a one-percent stake in Texas Transmission Holdings Corporation (“TTHC”), a utility holding company. The remaining ninety-nine percent was split equally between the Borealis entities (Borealis Power Holdings, Inc. and BPC Health Corporation, together, “Borealis”) and Cheyne Walk Investment PTE LTD (“Cheyne Walk”); neither Borealis nor Cheyne Walk owned a majority stake in TTHC, each owned 49.5%. TTHC wholly owned Texas Transmission Finco LLC, which wholly owned Texas Transmission Investment LLC (“TTI”). TTI in turn owned 19.75% of Oncor Electric Delivery Company LLC (“Oncor”). The remaining 80.25% of Oncor is held by Sempra Texas Holdings Corp. (“STH) and Sempra Texas Intermediate Holding Company, LLC (“STIH” and, together with STH, “Sempra”). This dispute involved a purported conflict between two separate contracts binding two discrete sets of parties who owned Oncor. Hunt’s sale of its one-percent stake is subject to the TTHC Shareholder Agreement (the “TTHC SA”), which gives Borealis and Cheyne Walk a right of first offer in the event that Hunt wishes to sell (the “ROFO”). But Sempra argued the sale was also subject to a separate contract - the Oncor Investor Rights Agreement (the “Oncor IRA”) - which provided Sempra with a right of first refusal (the “ROFR”) in the event Oncor LLC units were transferred. The Court of Chancery decided in Sempra’s favor, holding that Hunt’s sale of its 1% stake in TTHC was also a “transfer” of Oncor LLC units, as defined in the Oncor IRA. The court thus held Hunt’s proposed sale triggered Sempra’s ROFR, which preempted Borealis’s ROFO because the source of the ROFO was the TTHC SA, which itself stated that enforcement of the TTHC SA could not breach the Oncor IRA. After a de novo review of the language of both the TTHC SA and the Oncor IRA, the Delaware Supreme Court concluded the Oncor IRA, which, by its terms, restricted transfers by Oncor’s Minority Member (TTI) and not by Hunt, did not apply to Hunt’s sale of its interest in TTHC. The Court therefore reversed the judgment of the Court of Chancery.

Benjamin v. Bierman

Court: Nebraska Supreme Court

Citation: 305 Neb. 879

Opinion Date: May 22, 2020

Judge: Per Curiam

Areas of Law: Business Law, Contracts

The Supreme Court affirmed the judgment of the district court finding that Defendants breached two operating agreements, ordering an accounting for each, declining to dissolve either, and awarding Plaintiff damages, holding that there was no merit to the assignments of error on appeal. Plaintiff, the personal representative of the estate of Mark Benjamin, filed separate complaints against Douglas Bierman (Doug) and Sixth Street Rentals, LLC (collectively, Rentals) and against Doug, Eugene Bierman, and Sixth Street Development, LLC (collectively, Development) generally seeking an accounting to dissolve both Rentals and Development and damages. After the district court entered judgment, Plaintiff appealed and Defendants cross appealed. The Supreme Court affirmed, holding (1) Brenda lacked standing to seek dissolution; (2) Defendants' assignments of error regarding fair market value were without merit; (3) there was no merit to Defendants' assignments of error related to breach of contract and specific performance; and (4) there was no merit to Defendants' remaining assignments of error.

Bierman v. Benjamin

Court: Nebraska Supreme Court

Citation: 305 Neb. 860

Opinion Date: May 22, 2020

Judge: Per Curiam

Areas of Law: Business Law, Contracts

The Supreme Court reversed the judgment of the district court granting partial summary judgment in favor of Plaintiffs, Doug Bierman and Jim Hoppenstedt, on the issue of the enforceability of a buy-sell agreement, holding that the buy-sell agreement was clearly ambiguous. Mark Benjamin, Doug, and Jim entered into a buy-sell agreement providing for the sale and purchase of BD Construction, Inc. shares. After Mark died, Brenda Benjamin was appointed to serve as president of BD. One year later, Brenda terminated Plaintiffs' employment. Plaintiffs filed this lawsuit against Brenda and BD, seeking, among other things, specific performance of the buy-sell agreement. Prior to trial, Plaintiffs filed a motion for summary judgment seeking a finding that the buy-sell agreement was enforceable. The district court granted summary judgment to Plaintiffs on that issue. The Supreme Court reversed the grant of summary judgment, holding that the district court's determination that the buy-sell agreement was unambiguous was plain error.

Thomerson v. DeVito

Court: South Carolina Supreme Court

Docket: 27972

Opinion Date: May 27, 2020

Judge: Donald W. Beatty

Areas of Law: Business Law, Civil Procedure, Contracts

The United States District Court for the District of South Carolina certified a question of law to the South Carolina Supreme Court. Plaintiff Johnny Thomerson alleged Defendants, the former owners of Lenco Marine (a manufacturer of boat products), failed to give him a three-percent ownership interest in Lenco that was promised to him as part of his compensation package. Plaintiff was hired by Lenco no later than May 2007. Defendant Samuel Mullinax was the CEO of Lenco and Defendant Richard DeVito was its president. Lenco was sold in December 2016 to Power Products, LLC. In his complaint, Plaintiff asserted claims against Defendants for: (1) breach of contract and the covenant of good faith and fair dealing; (2) promissory estoppel; (3) quantum meruit and unjust enrichment; (4) negligent misrepresentation; (5) constructive fraud; and (6) amounts due under the South Carolina Payment of Wages Act. Defendants moved for summary judgment, arguing the claims were time-barred. The federal court asked whether the three-year statute of limitations of S.C. Code Ann. 15-3-530 applied to claims for promissory estoppel. The Supreme Court took the opportunity to clarify state law in this regard, and held that the statute of limitations did not apply to promissory estoppel claims.