Category: Business Law

In Re Johnson & Johnson Derivative Litigation

CORPORATIONS; FIDUCIARY DUTY — To infer that the majority of a corporation’s board of directors acted in bad faith by failing to properly oversee a company, the shareholders need to show that the directors knew or should have known that violations were taking place and that the directors took no steps to prevent or remedy the situation, not merely that the directors did not respond appropriately to “red flags.”

• Opinion Date: September 29, 2011

Bondi v. Citigroup, Inc.

CORPORATIONS; FRAUD — In an action for fraud and similar activities by a company against a third party, such as its bank, the third party may be protected by the in pari delicto doctrine, and the wrongs of a company insider will be imputed to the company unless the insider was acting solely for his or her own benefit and adversely to the interests of the company.

• Opinion Date: December 22, 2011

Wachovia Bank National Association v. The Credit Doctor, Inc.

LOANS; GUARANTIES — Just because a guarantor dies does not mean the statute of limitations in enforcing that guaranty runs from the date of death and the statute of limitations governing promissory notes may not be the same as for guaranties where the guaranty is a separate and distinct document.

• Opinion Date: August 31, 2011

Triffin v. Progressive Freedom Insurance Company

DRAFTS — A draft, unlike a check, is not a negotiable instrument and the assignee of a draft has no greater rights than its assignor had.

• Opinion Date: November 18, 2011

Frias v. MRS Associates, Inc.

FDCPA — Under the Fair Debt Collection Practices Act, a debt collector is not required to tell the debtor how it acquired the account, only to tell the consumer of the name of the creditor to whom the debt is owed; the debtor’s consent to an assignment of the debt is not required; and the Act neither prohibits offers or settlement nor requires specific payment options to be offered.

• Opinion Date: November 16, 2011

Philip v. Sardo & Batista, P.C.

FDCPA — Using “vs” in a caption or collection notice is not a violation of the Fair Debt Collection Practices Act if the notice, when read in its entirety, would not be understood by an unsophisticated consumer to mean that a law suit had been filed, especially when the body of the letter says that the debt were not paid, the creditor “will institute suit.”

• Opinion Date: November 10, 2011

Bikoff v. Garcia

LIMITED LIABILITY COMPANIES; DISSOLUTION — When members of a limited liability company treat monies they advanced to the company as loans, rather than as capital contributions, a court can find it inequitable to treat the loans as capital contributions at the time of dissolution and it doesn’t matter if there were no promissory notes or repayment terms.

• Opinion Date: May 27, 2011

D’Argenzio v. Bank of America Corporation

EQUAL CREDIT OPPORTUNITY ACT —The Equal Credit Opportunity Act requires lenders to give borrowers written notice of the specific reasons for adverse actions taken against them and this is intended to offer broad protection to all consumer borrowers not just members of a certain protected class.

• Opinion Date: November 21, 2011

BP Products North America, Inc. v. Hillside Service, Inc.

FRANCHISES — Under the New Jersey Franchise Practices Act, a franchisor cannot refuse to renew a franchise agreement without good cause even if it argues that its franchisee should not have expected a renewal right.

• Opinion Date: September 14, 2011

Riviere v. Fu

CORPORATIONS; VEIL PIERCING — A corporation is a separate entity from its shareholders and, in the absence of fraud or injustice, the corporate veil will not be pierced to impose liability on its shareholders.

• Opinion Date: November 23, 2011