New York — Drexler Corp. Construction v. Gold, 2018 NY Slip Op 51905(U), decided December 20, 2018. The New York Supreme Court held that the plaintiff was barred from maintaining a breach of contract action pursuant to General Business Law Sec.

Delaware - Sciabacucchi v. Salzberg, C.A. No. 2017-0931, decided 12/19/18. The Delaware Chancery Court ruled that provisions in the defendant corporations’ certificates of incorporation requiring any claims brought under the Securities Act of 1933 be filed in federal court were ineffective. The General Corporation Law does not authorize a Delaware corporation to regulate external relationships and a Sec. 1933 Act claim is external to the corporation.

Delaware — Akorn, Inc. v. Fresenius Kabi AG, C.A. No. 2018-0300, decided 12/7/18. The Delaware Supreme Court affirmed the Chancery Court’s ruling that a buyer could terminate a merger because the seller’s breach of its regulatory representations and warranties constituted a material adverse effect as defined in the merger agreement.

Kansas — Albers Finishing & Solutions, LLC v. RK Inc., Case No. 18-1225, decided 12/4/18. The US District Court, District of Kansas ruled that a Missouri corporation was not doing business in Kansas pursuant to Sec. 17-7932 of the Kansas corporation law where, pursuant to a contract consummated outside of Kansas, it manufactured equipment outside of Kansas which its employees installed in Kansas.

California — Green Mutual Property & Investment Co. v. Wilshire Bank, B27561, decided 12/3/18.  The California Court of Appeal ruled that a corporation that had its powers suspended and then revived could not assert a claim for fraud because it was not revived before the statute of limitations had run.

Texas — Christian v. Venefits, No. 05-17-01218, decided 11/27/18. The Texas Court of Appeals ruled a default judgment against a corporation whose privileges were forfeited for failure to file an annual franchise tax report could not serve as the basis to impose liability on the corporation’s former president under the section of Texas’ tax law holding officers liable for debts incurred after the failure to file a report or pay a tax.

Florida — Home Title Co. of Md., Inc. v. LaSalla, No, 2D17-998, decided 11/16/18. The Florida Court of Appeal ruled that a sole member of an LLC could not sue a title company for breach of fiduciary duty in transferring a piece of property owned by the LLC. Because the property was owned by the LLC the duty was owed to it and not the sole member.

Delaware — Composecure, LLC v. Cardux, LLC, No. 177, 2018, decided 11/7/18. The Delaware Supreme Court ruled that violation of an LLC agreement clause requiring certain consents for conflict transactions rendered a contract voidable, and not void, and therefore subject to equitable defenses such as ratification. However the court remanded to determine if the contract violated a different clause which would render the contract void.

Illinois — Renaissance Elec. & Tech., Inc. v. CCS Contractor Equipment & Supply, Inc., 2018 IL App (1st) 170609-U, decided 10/29/18. The Illinois Appellate Court held that a contract signed by corporations using their assumed names that were registered with the Illinois Secretary of State binds the corporations.

Ohio — Woods v. Marcano, Nos. 106710, 106711, 106712, decided 10/25/18. The Ohio Court of Appeals held that because plaintiff registered his fictitious name with the Secretary of State, he had the right to take title to property in the fictitious name and sue to enforce contracts entered in that fictitious name.