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Mc Nulty; Ordinarily, the conduct of an attorney is imputed to his client, since allowing a party to evade the consequences of the acts or omissions of his freely selected agent would be inconsistent with system of representative litigation. Mitsubishi Motors Corp; When a lawyer inadvertently receives materials that obviously appear to be subject to attorney-client privilege or otherwise confidential and privileged, the lawyer must immediately notify the sender. CITGO Petroleum Corp; Non-refundable retainer fees and other non-refundable provisions in attorney fee agreements will be upheld if reasonable; sophisticated client; contract is in writing; incurred expenses. UBS Warburg LLC; Once a party reasonably anticipates litigation, it must suspend its routine document retention/destruction policy and put in place a litigation hold to ensure the preservation of relevant documents; spoliation. City of New York; To prevail on a claim for denial of a fair trial due to prejudicial publicity, the plaintiff must establish (1) improper leaks; (2) in fact denied a fair trial; and (3) other remedies were not available or used to no avail. Environmental Assessment; when an agency has no ability to prevent a certain effect, the agency cannot be considered a legally relevant cause of such effect; so under NEPA, the agency need not consider these effects in its EA. United States; Mere knowledge that spills and leaks occur after the sale of a chemical product is insufficient for concluding the seller "arranged for" disposal of hazardous chemical for CERCLA liability. Preventative detention of criminal defendant does not violate substantive due process under fifth amendment nor constitute excessive bail under eighth amendment if clear and convincing evidence defendant presents threat to safety of community. S.; if a party repudiates a contract, the other party is entitled to restitution for any benefit he has conferred on the repudiating party by way of part performance or reliance. Jackson; The Federal Arbitration Act puts arbitration agreements on equal footing with other contracts, and requires courts to enforce them according to their terms; unconscionability challenges. Cendant Mobility Services Corp.; a promise that the promisor should reasonably expect to induce action or forbearance and does is binding if injustice can be avoided only by enforcement of the promise. Morell; even when there is no fraud, there may be mutual mistake; where both parties share a common false assumption about a vital fact upon which their bargain is based, the transaction may be avoided.
A plaintiff seeking to challenge a government regulation as an uncompensated taking of private property may proceed only by alleging a physical taking, a total regulatory taking, a Penn Central taking, or a land-use exaction. United States; CERCLA does not mandate joint and several liability; scope of liability must be determined from traditional and evolving principles of common law. Atlantic Research Corp; CERCLA § 107(a)(4)(B) provides Potentially Responsible Parties (PRPs) with a cause of action to recover, from other PRPs, costs voluntarily incurred in cleaning up a contaminated site; contribution. Movants, protective order, federal rule of civil procedure 30(b)(2), record a deposition by nonstenographic means and is given the choice of the method of recording, absent annoyance, embarrassment, oppression, and undue burden or expense. Benguet Consolidated Mining Co.; exercise general jursidiction gives court authority to hear all claims at place of defendant's domicile or place of service, without showing connection between specific claims and forum state. Independent counsel; subpoena duces tecum; ad testificandum. RAM Holdings, Inc.; When the examination of extrinsic evidence does not lead to an obvious, objectively reasonable conclusion, the court may apply the forthright negotiator principle. Donovan; A contract is not enforceable if an essential term is indefinite or a promise to perform is illusory, but may enforce if extrinsic evidence makes more definite and the promise to perform less illusory.
Causes of divorce; divorce costs; divorce laws; divorce advice; divorce attorney; dissolution of marriage; division of marital assets; divorce separation agreement; dividing marital assets; dividing marital property. Allegations in the complaint, taken together, must give rise to an inference that the defendant acted with the requisite scienter of false statements, knowing. Leonard; determining relationship includes reasonable expectation of significant investor control, and not investment contract, courts look beyond formal terms of documents circumstances surrounding relationship.; passive. Ishopnomarkup.com, Inc; A Rule 506 exemption is not forfeited when the issuer of stock makes a good faith effort to comply with its disclosure requirements; advice of councel; exemption; good faith. The standard for determining whether a defendant is competent to waive the right to counsel and to enter a guilty plea is the same as the standard for determining whether the defendant is competent to stand trial.
Disbar for alcohol abuse; detection and prevention of alcohol and substance abuse in the legal profession; alcoholic lawyer; disbarment for drug abuse; attorney ethics violation; ABA Model Rules of Professional Conduct; lawyer legal ethics; CLE. If defendant plea of guilty is based on reasonably competent advice, it is intelligent plea not open to attack on the ground defendant counsel may have misjudged admissibility of defendant confession. When a prospective juror harbors preconceived notions of defendant guilt that cannot be set aside by consideration of the evidence, the juror must be dismissed for cause to ensure an impartial jury. When the evidence discloses any possibility that a juror views arise from the sufficiency of government evidence, disqualification must be denied.
Controlling shareholder; control of sale; presumtion that, in making a business decision, corporate directors act on an informed basis, in good faith, and in the honest belief that the action taken is in the company's best interests. Louisiana-Pacific Resources, Inc; The Commerce Clause is not implicated by a statute that regulates corporations even-handedly and imposes no special or distinct burden on out-of-state interests; dormant commerce clause; straight voting. Mc Kesson HBOC, Inc.; stockholder has right to make written demand to inspect corporate books and records for purpose reasonably related to person's interest as stockholder; derivative action; parent corporation; subsidiary corporation. Verizon Communications, Inc; Stockholders seeking inspection of corporate books and records must present some evidence suggest credible basis from which court can infer mismanagement, waste, or wrongdoing may have occurred. Omission to act by one under a legal duty to do so is sufficient for criminal liability if it is a substantial factor in bringing about the consequences prohibited by statute. Homicide; malice afterthought; manslaughter; murder. Causation; habeas corpus; intervening cause; second-degree murder; superseding cause.
Direct action; special injury test disapproved for determining whether a direct action exists; standing to assert direct action depends on whether the individual, not the corporation, suffered harm and would benefit from the recovery or remedy. F & W Acquisition LLC, recission, fraud, contracts may not be rescinded based on misrepresentations made during negotiations unless one party to contract made misrepresentations, knowing them to be false. Derivative Litigation, A director's independence turns on whether the director is, for any substantial reason, incapable of making a decision with only the best interests of the corporation in mind. Failure to instruct the jury on a material element of the prosecution's case violates the defendant's due process rights. A buyer may revoke acceptance of goods when a nonconformity impairs the value of the goods to the individual buyer, taking into account the needs and circumstances of the individual buyer.
Concurrent sentence; consecutive sentence; specific performance. A guilty plea is not knowingly and intelligently made, and therefore not voluntarily made, if the defendant did not receive adequate notice of the offense to which he pleaded guilty. A capital defendant accused of an interracial crime is entitled to have prospective jurors informed of the race of the victim and questioned on the issue of racial bias. General Insurance; breach of warranty; no exception to the economic loss doctrine for damages to a defective product when an inherent defect makes the product unreasonably dangerous. In re World Com, Inc.; the duty to mitigate damages bars recovery for losses suffered by a non-breaching party that could have been avoided by reasonable effort and without the risk of substantial loss or injury.
Dep't of Interior; promulating a regulation is not the type of agency action ripe for judicial review under the Administrative Procedure Act until there is a specific factual situation; APAStern v. Safe-harbor provision of 27A of the Securities and Exchange Act; fraud on the market theory; forward-looking statements must be accompanied by meaningful cautionary statements that adequately identify important risk factors. Tellabs, Inc.; When inferences of scienter drawn from the plaintiffs' complaint are at least as strong as any opposing inference, the plaintiffs have successfully pled the necessary scienter. Scientific-Atlanta, Inc.; To sustain a § 10(b) cause of action, there must be "requisite causal connection between defendant's misrepresentation and a plaintiff's injury." ; causation; proximate cause; reliance. An accused who requests the appointment of counsel at arraignment is permitted under the sixth amendment to consult with that counsel during any custodial interrogation by the police, absent waiver by the accused. Representations made by a debtor in a purchase-money security agreement regarding the intended use of the collateral will be binding on the debtor and will determine whether the collateral is for business or personal purposes.
State law may impose restrictions affecting one company's ability to acquire control of another without running afoul of federal law or the Commerce Clause; target corporation; tender offer; Williams Act. Handy; Delaware law protects members and managers of an LLC from liability for obligations of the LLC solely by reason of being or acting as LLC members or managers, but not for other reasons; piercing the corporate veil. Flahive; common law doctrine of piercing the corporate veil is not abrogated by the Limited Liability Company Act and may be used against limited liability company members in appropriate cases. Segal; Because LLCs are not creature of state but of contract, duties and obligations of the LLC members are as set forth in the LLC agreement; implied covenant of good faith and fair dealing; post hoc; sine qua non. Tignor; Only when present circumstances show that it is not reasonably practicable to carry on company's business in accord with articles of organization and any operating agreement may court order dissolution of LLC. Brevig; In dissolution because it is no longer reasonably practicable for a partnership to carry on its business, the partnership assets must be liquidated and the net surplus in cash must be distributed to the partners. Superior Court; Laws that regulate securities trading do not relate to the internal affairs of a corporation, so lawsuits relating to the sales of securities are not governed solely by the state of incorporation. Wolff; Derivative suits on behalf of limited liability companies are allowed, based on the importance of the derivative suit in corporate law, and no evidence the Legislature intended to abolish in the Limited Liability Company Law. Airgas, Inc.; Defensive measures against takeovers are not impermissibly preclusive if they delay a bidder from obtaining control of a board as long as obtaining control in the future is realistically attainable. Blackwell; absent specific contractual provisions, a minority shareholder is not entitled to relief from majority approved corporate actions in a closely held corporation. may impose minimum upon finding, by a preponderance of the evidence, of certain facts. Kentucky; a criminal defense attorney fails to provide effective assistance if the attorney misleads a noncitizen client regarding the removal consequences of a conviction. Absent legislative intent indicating otherwise, repeal or amendment of statute prior to criminal defendant prosecution that renders conduct engaged in by defendant no longer criminal bars further prosecution; deterrence; retribution; savings clause.
Greenmail; interloper; standing; shareholder must have a proper purpose reasonably related to his interest as a stockholder and must further prove some credible evidence of wrongdoing sufficient to warrant continued investigation. 275 Madison Management Corp; A managing general partner of a limited partnership may be removed from the partnership by a limited partner if the managing partner's agent engages in fraudulent conduct. Irving; Where members of a limited liability partnership share no benefit with a partner accused of misconduct, have no direct supervision or control, and have no knowledge of the partner's misconduct, they are statutorily protected. Gursky; New York's Partnership Law provision limiting the personal liability of partners in an LLP does not shield a general partner in a registered LLP from personal liability for breaches of the partnership's or partners' obligations to each o Taghipour v. Sieg; Under Utah law, a sale of property is defined as the conveyance of title to the purchaser for a valuable consideration consisting of the purchase price, or contract of sale, whereby some estate in land passes. In the Matter of 1545 Ocean Avenue, LLC; A petitioner who seeks dissolution of an LLC must establish, in the operating agreement or articles of incorporation, that management is unable or unwilling to permit or promote the stated purpose. (Tyson I); Directors may not ask for shareholder approval of an incentive stock option plan and then later to distribute shares in such a way as to undermine the objectives of that plan. Gifford; The intentional violation of a shareholder approved stock option plan, coupled with fraudulent disclosures, constitutes conduct that is disloyal to the corporation and is therefore an act in bad faith. Shareholder Litigation; When the interests of common stockholders diverge from preferred stockholders, the directors of a corporation have a duty to exercise their discretion in favor of the interests of common stockholders. United States; When liability under Rule 10b-5 is predicated on a defendant's failure to disclose a material fact, positive proof of reliance is not a prerequisite to recovery. Corinthian Colleges, Inc.; A complaint for securities fraud must allege loss causation, so that the defendant is provided notice of what the relevant economic loss might be or the causal connection. Shareholder Litigation; Acquisition tender offer by a controlling shareholder must be non-coercive: non-waivable majority of the minority tender condition; consummate a prompt short-form merger; no retributive threats. Defendant possessed a firearm during enumerated offense. Pereira; joinder of offenses; joinder of criminal charges with multiple offenses is proper when the offenses charged are of similar character or are based on the same act or transaction or parts of a common scheme or plan. United States; For purposes of obtaining a fair trial, it is sufficient if the jurors can lay aside their impressions or opinions and render a verdict based on the evidence presented in court. King; taking and analyzing a cheek swab of the arrestee's DNA is, like fingerprinting and photographing, is a legitimate police booking procedure and is reasonable under the Four Amendment. Cruel and unusual punishment is an evolving doctrine and depends on the prevailing societal views of the relative punishment afforded to a specific crime.
An employer may order a plant closing or mass layoff before the conclusion of the statutory sixty-day notice period if the closing or mass layoff is caused by business circumstances that were not reasonably foreseeable. Clay Ward Agency, Inc.; assumption of personal liability by a member of an LLC is so antithetical to the purpose of a limited liability company that it must be stated in unequivocal terms. In order for media coverage to infect a trial with unfairness, a juror's preconceived notions of guilt or innocence must prevent him or her from rendering a verdict based on the evidence presented in court. Even when capital defendant family members and defendant himself say no mitigating evidence, lawyer must make reasonable efforts to obtain and review prosecution evidence of aggravation at sentencing phase of trial. Counsel's failure to obtain the defendant's express consent to a strategy of conceding guilt in a capital trial does not render counsel's assistance ineffective when it is reasonable under the circumstances. a defendant can lose his right to be present at trial if, after warning by the judge, he conducts himself in a manner so disorderly, disruptive, and disrespectful of the court that trial cannot be carried on with him in courtroom. Millard Refrigerated Services, Inc.; limitation of liability in a warehouse receipt will limit liability, unless the damage was from the the warehouse's conversion of the goods to its own use. Chase Bank, USA; Unauthorized use of a credit card is use of the card by someone without actual, implied, or apparent authority to make charges, and from which the cardholder receives no benefit. Shell Oil Co.; claim for bad faith price setting; a price in an open price contract is set in good faith if it is commercially reasonable and nondiscriminatory; disparate pricing between jobbers and dealers is not evidence of discrimination Central Washington Refrigeration, Inc. Barbee; Uniform Commercial Code; indemnity actions are governed by separate statute of limitation; implied right of indemnity; separate equitable cause of action; UCC. Certified Packaging Corp.; security interest includes the proceeds from a recovery for decreased value of collateral, and not for loss of use of the collateral; destroyed property; damaged property.
A person has a duty to avoid affirmative misrepresentations in referral letters and a duty to disclose omitted information if a fiduciary or confidential relationship exists or a pecuniary interest Racing Investment Fund 2000, LLC v. AFSCME Employees Pension Plan; bylaws may be unilaterally adopted by shareholders only when they appropriately relate to corporate processes rather than substantive decisions and do not otherwise violate the law. capital offense; death penalty; death sentence; voir dire.