Federal — Lamps Plus, Inc. v. Varela, No. 17-988, decided April 24, 2019. The United States Supreme Court, in a 5-4 decision, held that the Federal Arbitration Act bars an order requiring class arbitration when an agreement is ambiguous about the availability of such arbitration.
Iowa — Wells Fargo Equipment Finance, Inc. v. Retterath, No. 18-0599, decided April 12, 2019. The Iowa Supreme Court ruled that a membership interest in an LLC is located where the LLC is formed and not where the member is located. Therefore, Iowa law applied in determining the validity of a charging order against the interest of a Florida resident in an Iowa LLC.
California — Savea v. YRC Inc., A152379, decided April 10, 2019. The California Court of Appeal ruled that a corporation did not violate the Labor Law requirement to identify the employer’s name on the its wage statements by using its registered fictitious business name.
Delaware — Sun Life Assurance Co. v. Group One Thousand One, LLC, C.A. No. N18C-070173, decided March 29, 2019. The Delaware Superior Court ruled that because the parties’ stock purchase agreement was not expressly contemplated by the LLC Act, the Delaware Chancery Court does not have subject matter jurisdiction over the dispute over the agreement under Sec. 18-111 of the LLC Act.
Minnesota — Benzick v. Palm Properties LLC, A18-0956, decided March 25, 2019. The Minnesota Court of Appeals ruled the trial court abused its discretion in issuing a charging order that required LLCs to deliver all payments due to a debtor member to the creditor and not just distributions due.
Mississippi — Wayne Johnson Electric Inc. v. Robinson Electric Supply Company, Inc., No. 2017-CA-00805, decided March 21, 2019. The Mississippi Supreme Court affirmed the dismissal of a lawsuit brought by a corporation that, while the suit was pending, was administratively dissolved for failing to file an annual report.
Texas — Itria Ventures LLC v. Acropetal, Inc., C.A. No. 3:18-cv-0142, decided March 5, 2019. The U.S. District Court in Texas ruled that under the plain language of the Texas Business Organizations Code a converted entity was liable for the obligations arising out a contract entered into before the conversion.
Kentucky — Henly Mining v. Parton, 6:17-cv-00092, decided March 5, 2019. The U.S. District Court in Kentucky ruled that it could hear an action to determine the fair value of a corporation’s stock under the Kentucky dissenters’ rights statute after weighing the federal court’s interest versus Kentucky’s interest. Therefore, it was error to abstain under the Burford doctrine.
Illinois — Groeper v. Fitts Management Group, No. 1-17-0864, decided March 4, 2019. The Illinois Appellate Court ruled that it was not improper to dismiss a suit brought against foreign corporations on the grounds that they had not qualified in the state. The Illinois corporation law provides that unqualified corporations doing business in the state cannot bring an action in state courts but allows them to defend an action.
Arkansas — Terra Land Services, Inc. v. McIntrye, No. CV-18-317, decided February 20, 2019. The Arkansas Court of Appeals ruled that a settlement negotiated and agreed to by a corporation’s attorney was unenforceable because the shareholders had indicated they needed more information before agreeing to settle. Therefore, the attorney lacked the actual authority to agree to the settlement.