Justia U.S. 6th Circuit Court of Appeals Opinion SummariesArticles Posted in Business Law
Fox v. Amazon.com, Inc.
Fox used Amazon.com to order a hoverboard equipped with a battery pack. Although Fox claims she thought she was buying from Amazon, the hoverboard was owned and sold by a third-party that used Amazon marketplace, which handles communications with the buyer and processes payments. The board arrived in an Amazon-labeled box. The parties dispute whether Amazon provided storage and shipment. In November 2015, following news reports of hoverboard fires and explosions, Amazon began an investigation. On December 11, Amazon ceased all hoverboard sales worldwide. Approximately 250,000 hoverboards had been sold on its marketplace in the previous 30 days. Amazon anticipated more fires and explosions, scheduling employees to work on December 26, to monitor news reports and customer complaints. On December 12, Amazon sent a "non-alarmist" email to hoverboard purchasers. Fox does not recall receiving the email but testified that she would not have let the hoverboard remain in her home had she known all the facts. On January 9, Matthew Fox played with the hoverboard and left it on the first floor of the family’s two-story home. When a fire later broke out, caused by the hoverboard’s battery pack, two children were trapped on the second floor. Everyone escaped with various injuries; their home was destroyed.The Sixth Circuit affirmed the summary judgment rejection of allegations that Amazon sold the defective or unreasonably dangerous product (Tennessee Products Liability Act) and caused confusion about the source of that product (Tennessee Consumer Protection Act of 1977) but reversed a claim that Amazon breached a duty to warn about the defective or unreasonably dangerous nature of that product under Tennessee tort law. View "Fox v. Amazon.com, Inc." on Justia Law
AES-Apex Employer Services, Inc. v. Rotondo
Rotondo was the sole owner of Apex, which wholly owned four limited liability companies (Directional Entities). Apex and the Directional Entities provided services, such as human resources, to different clients. Rotondo sold the Directional Entities’ key asset, customer lists, to AES, which agreed to pay Rotondo a share of its gross profits in the form of “Consulting Fees.” Two entities sought to collect Rotondo’s Consulting Fees: Akouri loaned money to one of Rotondo’s other companies and had a security interest in Apex’s assets and a judgment against Rotondo and Apex for $1.4 million. Rotondo also owes the IRS $3.4 million. The IRS filed several notices of tax liens against Rotondo, Apex, and the Directional Entities. AES filed an interpleader action. The Sixth Circuit affirmed summary judgment in favor of the IRS. The timing of a federal tax lien is measured by when the IRS gave notice of its lien, 26 U.S.C. 6323(a), (f); the timing of state security interests, like Akouri’s, is measured by when they become “choate”—i.e., complete or perfected. Akouri’s interest would be choate as of 2019, but the IRS’s tax liens date to before 2019. The court rejected Akouri’s attempt to recategorize the customer list assets as originally belonging to Apex rather than the Directional Entities. View "AES-Apex Employer Services, Inc. v. Rotondo" on Justia Law
Billy F. Hawk, Jr., GST Non-Exempt Marital Trust v. Commissioner of Internal Revenue
After Hawk died, his wife, Nancy, decided to sell the family business, Holiday Bowl and made a deal with MidCoast, which claimed an interest in acquiring companies with corporate tax liabilities that it could set off against its net-operating losses. Holiday first sold its bowling alleys to Bowl New England, receiving $4.2 million in cash and generating about $1 million in federal taxes. Nancy and Billy’s estate then sold Holiday Bowl to MidCoast for about $3.4 million,"in essence exchanging one pile of cash for another minus the tax debt MidCoast agreed to pay." MidCoast never paid the taxes. The United States filed a transferee-liability action against Nancy and Hawk’s estate. The Tax Court ruled for the government. The Sixth Circuit affirmed, reasoning that the Hawks were transferees of a delinquent taxpayer under 26 U.S.C. 6901, and that Tennessee has adopted the Uniform Fraudulent Transfer Act, which provides remedies to creditors (like the United States) when insolvent debtors fraudulently transfer assets to third parties. Holiday Bowl owed taxes. “Congress, with assistance from the courts, has constructed a formidable defense against taxpayer efforts to traffic in net operating losses and other corporate tax benefits.” View "Billy F. Hawk, Jr., GST Non-Exempt Marital Trust v. Commissioner of Internal Revenue" on Justia Law
In re Nicole Gas Production, Ltd.
Fulson owned Nicole Gas, which entered bankruptcy proceedings, and became dissatisfied with the Trustee’s handling of claims that Nicole Gas held against its competitors. With the help of attorneys Sanders and Lowe, Fulson sought relief in state court under the Ohio Corrupt Practices Act (Ohio civil RICO) against the competitors that allegedly put his business into bankruptcy. The Trustee alleged that he had appropriated claims and filed a claim, alleging that Fulson, Sanders, and Lowe violated the automatic stay. The Bankruptcy Court agreed, held the three in contempt, and entered a judgment for roughly $91,000. The Bankruptcy Appellate Panel and the Sixth Circuit affirmed. The court explored the principles of the derivative suit in corporate law, the function of the automatic stay in bankruptcy, and the extent and construction of a specific state’s RICO laws to conclude that the Ohio RICO statute does not give the sole shareholder of a bankrupt corporation standing to circumvent the automatic stay and individually sue a competitor. Fulson and his attorneys should have sought either the trustee’s cooperation or relief from the automatic stay in order to file the complaint. View "In re Nicole Gas Production, Ltd." on Justia Law
Innovation Ventures, LLC v. Nutrition Science Laboratories, LLC
Innovation sold 5-Hour Energy. In 2004, it contracted with CN to manufacture and package 5-Hour. Jones, CN's President and CEO, had previously manufactured an energy shot. When the business relationship ended, CN had extra ingredients and packaging, which Jones used to continue manufacturing 5-Hour, allegedly as mitigation of damages. The companies sued one another, asserting breach of contract, stolen trade secrets or intellectual property, and torts, then entered into the Settlement, which contains an admission that CN and Jones “wrongfully manufactured” 5-Hour products and forbids CN from manufacturing any new “Energy Liquid” that “contain[s] anything in the Choline Family.” CN received $1.85 million. CN was sold to a new corporation, NSL. Under the Purchase Agreement, NSL acquired CN's assets but is not “responsible for any liabilities ... obligations, or encumbrances” of CN except for bank debt. The Agreement includes one reference to the Settlement. NSL, with Jones representing himself as its President, took on CN’s orders and customers, selling energy shots containing substances listed in the Choline Family definition. Innovation sued. Innovation was awarded nominal damages for breach of contract. The Sixth Circuit affirmed the rejection of defendants’ antitrust counterclaim, that NSL is bound by the Settlement, and that reasonable royalty and disgorgement of profits are not appropriate measures of damages. Jones is not personally bound by the Agreement. Upon remand, Innovation may introduce testimony that uses market share to quantify its lost profits. The rule of reason provides the proper standard for evaluating the restrictive covenants; Defendants have the burden of showing an unreasonable restraint on trade. View "Innovation Ventures, LLC v. Nutrition Science Laboratories, LLC" on Justia Law
Premium Freight Mgmt. v. PM Engineered Solutions
Connecticut imposed liability for breaches of contract when attended by deception. Unhappy with flanges purchased under a contract with PM Engineered Solutions, Inc. (“Powdered Metal”), Bosal Industries-Georgia, Inc. (“Bosal”) decided to switch suppliers and terminate the contract. After a five-day bench trial, the district court found that the termination was not only wrongful in breach of the contract, but that it was deceptive in violation of the Connecticut Unfair Trade Practices Act. Because Connecticut law applied and the district court’s findings rested on a permissible view of the evidence, the Sixth Circuit affirmed except as to the calculation of postjudgment interest on damages. View "Premium Freight Mgmt. v. PM Engineered Solutions" on Justia Law
Auburn Sales, Inc. v. Cypros Trading & Shipping, Inc.
Auburn bought Chrysler parts for resale to Cypros, which then sold those parts to customers in the Middle East. The FBI raided Cypros’ warehouse and charged its president, Kilani, with trafficking in counterfeit goods. Unbeknownst to Auburn, Kilani had been obtaining counterfeit parts, mixing them with the legitimate Chrysler parts received from Auburn, and selling the commingled parts to customers. When Chrysler learned of the scheme, it terminated its relationship with Auburn. Auburn brought tortious interference claims and a breach of contract claim against Cypros that the district court dismissed, stating that Cypros did not specifically intend to interfere with Auburn’s relationship with Chrysler and that Cypros and Auburn did not have a written contract. The Sixth Circuit affirmed, holding that Michigan tortious interference law requires the specific intent to interfere with a business relationship and that the Michigan statute of frauds applied. View "Auburn Sales, Inc. v. Cypros Trading & Shipping, Inc." on Justia Law
United States v. Hartman
Hartman and Ott co-founded Spectrum Tool & Design and divided management responsibilities. Ott was supposed to handle the company’s payroll taxes, which required him to withhold federal taxes from employees’ wages and send the money to the IRS. When Spectrum encountered financial difficulties, however, Ott failed to pay the taxes several times in 2004 and 2005. Hartman continued to rely on Ott to pay the taxes even after discovering the delinquency. After Spectrum went bankrupt, the government sued Hartman to recover the unpaid taxes. The district court granted the government summary judgment. The Sixth Circuit affirmed, noting that Hartman “willfully” failed to pay Spectrum’s taxes. The government imposes personal liability for outstanding payroll taxes on anyone who was “required to” pay these taxes and “willfully” failed to pay the funds to the IRS, 26 U.S.C. 6672(a). Hartman acted willfully by repeatedly claiming to believe that Ott paid the taxes when he no longer had any plausible basis for thinking that was so. He knew of Ott’s past failures and had ample means to identify and remedy Ott’s misconduct. View "United States v. Hartman" on Justia Law
Hohman v. Eadie
The IRS issued two “John Doe” summonses to Chase Bank without first obtaining approval in a federal district court as required by Internal Revenue Code section 7609(f), to obtain financial records relating to two limited liability companies. Those LLCs alleged that the IRS’s use of the John Doe summonses to obtain their financial records violated the Right to Financial Privacy Act, 12 U.S.C. 3401-3422. The district court dismissed for lack of subject matter jurisdiction after determining that sovereign immunity barred the LLC’s claims. The Sixth Circuit affirmed, first holding that Congress intended to provide a remedy for violations in the collection of tax, but not in the assessment and determination of tax, so the LLCs do not have a monetary remedy under the Internal Revenue Code. An LLC does not fall under the Privacy Act’s waiver of sovereign immunity and the district court correctly held that it lacked jurisdiction over the claims. View "Hohman v. Eadie" on Justia Law
Wysong Corp. v. Wal-Mart Stores, Inc.
Based on allegedly deceptive pictures on pet food packaging, Wysong alleged false advertising under the Lanham Act, requiring proof that the Defendants made false or misleading statements of fact about their products, which actually deceived or had a tendency to deceive a substantial portion of the intended audience, and likely influenced the deceived consumers’ purchasing decisions, 15 U.S.C. 1125(a). The Sixth Circuit affirmed the complaint's dismissal. If a plaintiff shows that the defendant’s advertising communicated a “literally false” message to consumers, courts presume that consumers were actually deceived. Wysong claimed the Defendants’ messaging was literally false because the photographs on their packages tell consumers their kibble is made from premium cuts of meat—when it is actually made from the trimmings. A reasonable consumer could understand the Defendants’ packaging as indicating the type of animal from which the food was made but not the precise cut used so that Wysong’s literal-falsity argument fails. A plaintiff can, alternatively, show that the defendant’s messaging was “misleading,” by proving that a “significant portion” of reasonable consumers were actually deceived by the defendant’s messaging, usually by using consumer surveys. Wysong’s complaints do not support a plausible inference that the Defendants’ packaging caused a significant number of reasonable consumers to believe their pet food was made from premium lamb chops, T-bone steaks, and the like. Reasonable consumers know that marketing involves some level of exaggeration. View "Wysong Corp. v. Wal-Mart Stores, Inc." on Justia Law