Category: Business Law

Madison House Group v. Pinnacle Entertainment, Inc.

ARBITRATION — Where a contract provides for arbitration but does not make arbitration the mandatory, unilateral procedure for determining arbitrability or for settling disputes, but merely makes breaches “subject” to arbitration, either party may file suit instead of proceeding with arbitration.

• Opinion Date: March 15, 2010

Kalogeras v. 239 Broad Avenue, L.L.C.

CONTRACTS; LIQUOR LICENSE; GOOD FAITH — Where a contract of sale includes the sale of a liquor license, the requirement for government approval is an implied condition of that contract and the contracting parties are bound by the implied covenant of good faith and fair dealing to obtain that approval.

• Opinion Date: June 16, 2010

Associated Business Brokers, Inc. v. Calderone

BROKERS; COMMISSIONS — A brokerage agreement that requires that it be amended in a writing by both parties, can not be altered merely by a course of dealing even if that course of dealing would have seemed to indicate that the client was willing to accept business terms less favorable than those specified in the brokerage agreement.

• Opinion Date: June 28, 2010

Mamacita, Inc. v. Colborne Corp.

CONSUMER FRAUD ACT — Even a corporation is considered a person under the Consumer Fraud Act is therefore entitled to sue for unconscionable business practices; merchandise, as defined in the Act, is any object, good, commodity, service or other thing offered directly or indirectly to the public for sale.

• Opinion Date: July 15, 2010

Shelton v. Restaurant.com Inc.

TCCWNA — Where a gift certificate actually only provides an individual with a contingent right for discounted services, it does not constitute a consumer contract covered by the Truth-in-Consumer Contract, Warranty, and Notice Act.

• Opinion Date: June 15, 2010

Centerpoint Group LLC v. Perot System Inc.

CONTRACTS; PROMISSORY ESTOPPEL; UNJUST ENRICHMENT — Claims of promissory estoppel and unjust enrichment are mutually exclusive with the existence of a valid contract and unjust enrichment is not an independent cause of action.

• Opinion Date: June 15, 2010

Trico Equipment, Inc. v. S.D. Walker, Inc.

CONTRACTS — Where a seller’s ability to deliver a small, independent component of contracted-for goods or services is immaterial to the contract as a whole, and the buyer can easily replace the missing component without extra cost, the buyer cannot rescind the contract on that basis that the insignificant component can’t be delivered by the seller.

• Opinion Date: March 12, 2010

In Re Brookdale Gardens Association, Inc.

BANKRUPTCY —When a party controls an entity and attempts to place the entity into bankruptcy even though the entity is not in financial stress, and only does so to obtain a litigation advantage in a parallel state court litigation, the petition in bankruptcy will be rejected and the party who caused the filing will be sanctioned.

• Opinion Date: May 20, 2010

Needle v. Byram Cove, Inc.

CORPORATIONS — Where an officer or a former officer of a corporation, who also acts as a registered agent, seeks to avoid a law suit against him or her based upon a lapse of the corporation’s charter of which he or she had or should have had knowledge, he or she will be estopped from doing so even though the corporation would otherwise have no standing to sue, but a court should withhold the ability of the corporation to realize any resultant monetary judgment until the corporation’s charter has been reinstated.

• Opinion Date: June 24, 2010

Allen v. V and A Brothers, Inc.

CONSUMER FRAUD ACT; PERSONAL LIABILITY — Under the Consumer Fraud Act, because a “Person” includes any natural person, including officers, directors, and stockholders of a corporation, it is not necessary to pierce the corporate veil or to look to a tort participation theory in order to find a shareholder liable in a Consumer Fraud Act if the shareholder personally participated in the violation of the Act.

• Opinion Date: June 23, 2010