Justia U.S. 4th Circuit Court of Appeals Opinion Summaries

After the tax court determined that petitioners failed to report approximately $41.2 million of compensation income that they realized when certain restricted stockholdings that they owned became substantially vested in January 2004, the tax court upheld the Commissioner's decision to impose accuracy-related penalties for negligence and substantial understatement of tax liability, and denied petitioners' post-trial attempt to offset their underreported income with various net operating loss carrybacks.The Fourth Circuit affirmed the tax court, holding that the tax court did not err in holding that petitioners each realized and were required to report $45.7 million of taxable income when their UMLIC S-Corp. stock substantially vested in taxable year 2004. In this case, even if the Surrender Transactions could somehow be seen as rescinding petitioners' employment and compensation agreements with UMLIC S-Corp., the court agreed with the tax court's conclusion that those transactions were totally devoid of economic substance and must be disregarded for federal income tax purposes. The court also held that the tax court did not err in upholding the accuracy-related penalties imposed by the Commissioner. Finally, the court rejected petitioner's claim that the tax court erred in refusing to consider their net operating losses (NOL) carryback claim during post-trial computation proceedings conducted pursuant to Tax Court Rule 155. View "Estate of Arthur E. Kechijian v. Commissioner" on Justia Law

At issue in this appeal was a tortious interference claim brought by Sprint against Wireless Buybacks, an arbitrager of upgraded phones from customers that then resells them at higher prices. Sprint alleged that its written contract with customers categorically prohibits them from reselling their phones, and Wireless Buybacks has wrongfully induced customers to do so. The district court found that the contract unambiguously barred resale and granted partial summary judgment for Sprint.The Fourth Circuit held that Sprint's terms and conditions did not unambiguously prohibit customers from reselling their phones, and thus Sprint was not entitled to judgment as a matter of law. In this case, the court rejected Sprint's two theories in support of why "Services" unambiguously included all upgraded phones, and Sprint failed to show that Wireless Buybacks bought phones from Sprint customers who agreed to activate their upgraded phones on Sprint's network. Therefore, the court vacated the district court's summary judgment order insofar as it found Wireless Buybacks liable for tortious interference and remanded for further proceedings. View "Sprint Nextel Corp. v. Wireless Buybacks Holdings, LLC" on Justia Law

Life filed a complaint against another corporation of the same name, alleging trademark infringement and unfair competition under the Lanham Act. Life obtained an injunction against the defendant corporation and its officers, including the corporation's president, who was not named a defendant. After entry of a default judgment against the corporation and damages-related discovery, the district court awarded damages and attorneys' fees against both the defendant corporation and its president personally.The Fourth Circuit held that the district court erred in entering judgment against the president personally when he was not named as a party or otherwise brought into the case by service of process. The court also held that the district court did not abuse its discretion in finding the president in contempt of court. Accordingly, the court affirmed in part, vacated in part, and remanded for the district court to determine whether any of the damages and fees award entered against the president is attributable to his contempt of court. View "Life Technologies Corp. v. Govindaraj" on Justia Law

Intervenor alleged that she was terminated by Northrop in violation of the whistleblower protection provision of the Sarbanes-Oxley Act (SOX). The Fourth Circuit held that intervenor did not qualify for whistleblower protection under 18 U.S.C. 1514A, because she did not engage in protected activity. In this case, neither of intervenor's complaints about Northrop's arbitration policy nor her complaints about violations of section 1514A(e) involved any of the basic elements of shareholder fraud. Furthermore, her beliefs were not objectively reasonable. Therefore, the court vacated the administrative orders and remanded the case with instructions for the dismissal of intervenor's complaint and entry of judgment for Northrop. View "Northrop Grumman Systems Corp. v. US Department of Labor" on Justia Law

The Fourth Circuit affirmed the district court's dismissal of plaintiffs' claims stemming from failed investments in an electric vehicle startup, GreenTech. Plaintiffs are a group of 27 Chinese investors who invested $500,000 each in a partnership that loaned their money to GreenTech. Plaintiffs claimed that false statements were made relating to the partnership's fundraising efforts, as well as relating to GreenTech's sell of vehicles and business plans. Plaintiffs now seek to recover losses from their failed investments.The court held that the amended complaint failed to adequately allege justifiable reliance, instead relying on general and conclusory allegations. Even if plaintiffs had properly described who relied on each misstatement and how that person heard of it, they failed to plead justifiable reliance because the written offering documents controlled and contradicted the sorts of stray media statements attributed to GreenTech and the partnership. The court held that there was no plausible allegation in the complaint that defendants diverted plaintiffs from conducting a prudent and objectively reasonable investigation before investing. View "Xia Bi v. McAuliffe" on Justia Law

Plaintiffs appealed the district court's grant of summary judgment to Serco in an action alleging numerous claims arising out of a failed business relationship. Plaintiffs alleged that Serco conspired with Jaxon Engineering to "rig" a bidding process related to work for the Air Force, and thus interfered with plaintiffs' reasonable business expectancy in that work.The Court of Appeal held that the district court properly awarded summary judgment to Serco on the claims of tortious interference with business expectancy, because those claims failed as a matter of law. However, the court held that the district court erred in awarding summary judgment to Serco with respect to plaintiffs' conspiracy claims, because they were not time-barred and, in the alternative, the evidence that plaintiffs were the sole providers of HEMP-related services to Serco for several years was sufficient to create a dispute of material fact regarding whether plaintiffs had a valid business expectancy in the task orders awarded to Jaxon. In regard to the Colorado Organized Crime Control Act (COCCA) claims, the court agreed with the district court that the two year statute of limitations applied to the claims but remanded for the district court to determine as a factual matter the particular limitations period for each of the COCCA claims. Therefore, the court affirmed in part, vacated in part, and remanded for further proceedings. View "L-3 Communications Corp. v. Serco, Inc." on Justia Law

A participant in an Employee Stock Ownership Program (ESOP) filed suit after owners of a closely held corporation sold the company to its ESOP. The participant contended that the trustee chosen for the ESOP by the corporation breached its fiduciary duties to the ESOP and overpaid for the stock — improperly enriching the corporation's owners at the expense of its employees.The Fourth Circuit affirmed the district court's careful findings of fact concluding that the trustee had breached its fiduciary duties. In regard to liability, the district court found four major failures involving SRR's report; that the trustee failed to act as a prudent fiduciary solely on behalf of the ESOP participants; that the value of Stock Appreciation Rights (SARs) issued in connection with the ESOP's purchase of Constellis should have been deducted from Constellis's equity value for purposes of SRR’s valuation; and that the ACADEMI sale did not constitute a meaningful comparator. Furthermore, the court found no error in the district court's damages award and fee award. View "Tim Brundle v. Wilmington Trust, N.A." on Justia Law

After the merger of RCA and AFIN, RCA shareholders filed suit alleging that the proxy statement was false and misleading under federal securities laws. In this case, the shareholders alleged that the proxy statements and omissions regarding (A) the AFIN NAV; (B) the sale of the Merrill Lynch properties; (C) SunTrust Bank; and (D) the AFIN Standalone Projections were materially misleading.The Fourth Circuit affirmed the district court's dismissal of the claims, holding that the statements the shareholders complained of were not false or misleading and the alleged omissions were addressed by narrowly tailored warning language. View "Paradise Wire & Cable Defined Benefit Pension Plan v. Weil" on Justia Law

Trana, a developer of technology that could help find new drugs to treat HIV, filed suit against Southern, a contract research organization, for fraud and negligent representation. Trana alleged that Southern failed to identify certain promising compounds as potential HIV treatments (false negatives results) and Southern falsely identified other compounds as potential treatments when in fact they were not (false positives results).The Fourth Circuit affirmed the district court's grant of summary judgment for Southern, holding that Trana's false negatives theory represented an attempt to shoehorn a claim for professional negligence or breach of contract into one for negligent misrepresentation. Furthermore, in regard to the false positives theory, Trana has not presented any theory that explains the reasonableness of pursuing patents on compounds that it knew had no commercial value. Therefore, Trana's reliance on the false positives was unreasonable. View "Trana Discovery, Inc. v. Southern Research Institute" on Justia Law

Verisign filed suit against XYZ, alleging false advertising based on a false "gold rush" scheme involving domain names. The district court ultimately granted summary judgment for XYZ, but denied it attorney fees under the Lanham Act, 15 U.S.C. 1117(a). The Fourth Circuit held that a prevailing party need only prove an exceptional case by a preponderance of the evidence, rather than by clear and convincing evidence. The court further clarified that a prevailing party need not establish that the losing party acted in bad faith in order to prove an exceptional case. Therefore, the court remanded for the district court to consider the motion under the appropriate legal and evidentiary standards. View "Verisign, Inc. v. XYZ.Com LLC" on Justia Law