California — Adly Enterprises, LLC v.

Florida — Waite v. AII Acquisition, Corp., No. 16-15569, decided 8/23/18. The U.S. Court of Appeals, Eleventh Circuit ruled that a corporation’s registration to do business in Florida and its maintenance of a registered agent for service of process there did not confer general jurisdiction over the corporation in Florida nor did it constitute consent by the corporation to Florida’s general jurisdiction.

Federal — Marshall v. Anderson Excavating & Wrecking Co., No. 17-1887, decided 8/23/18. The U.S. Court of Appeals, Eighth Circuit ruled that where the plaintiffs did not raise an alter ego theory in their pleadings or at trial, the district court erred in raising the issue sua sponte and applying the alter ego theory to hold the defendant liable for unpaid contributions to a union welfare and pension plan.

South Carolina — Nationwide Mutual Insurance Co. v. Eagle Window & Door, Inc., No. 27831, decided 8/22/18. The South Carolina Supreme Court held that successor liability can be imposed under the mere continuation exception only if there is a commonality of directors, officers, and shareholders.

Arizona — Campbell Law Group v. Jagelski, No. 1 CA-CV 17-0032, decided 8/14/18.  The Arizona Court of Appeals held that a law firm that obtained a charging order against a clients’ interests in LLCs in order to collect unpaid fees could not substitute itself as the member.  A charging order only gave the law firm the rights of an assignee.

Florida — Super Products, LLC v. Intracoastal Environmental, LLC,Case No. 2D17-3769, decided 7/25/18.  The Florida Court of Appeal held that the circuit court exceeded its authority in declaring an LLC’s certificate of authority invalid for an alleged misstatement on its application.  Only the Department of State can determine whether an application for certificate of authority meets statutory requirements and can revoke a certificate of authority.

Ohio — John W. Judge Co. v. USA Freight, LLC, No.

California — Sadr v. NCL (Bahamas) Ltd., G054603, decided 6/27/18. The California Court of Appeal ruled that acting as registered agent is a nonlegal task.

South Dakota — South Dakota v. Wayfair, No. 17-494, decided 6/21/18.  The U.S. Supreme Court, in a 5-4 decision, upheld the Constitutionality of a South Dakota statute that requires out-of-state sellers that meet certain minimum sales or transaction thresholds to collect and remit sales taxes, even if they have no physical presence in the state.  The Court stated that the physical presence rule of Quill Corp. v.

Utah — Sumsion v. Bay Harbor Farm, 2018 UT App 114, decided 6/14/18. The Utah Court of Appeals held that a member owning 45% of an LLC lacked authority to retain counsel to represent the LLC where the LLC law required two-thirds approval of actions not in the ordinary course of business.  Therefore the LLC was not a client and did not breach the engagement agreement by failing to pay the attorney’s fees.