Articles Posted in Business Law

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Businesses challenged New York General Business Law section 518, which provides that “[n]o seller in any sales transaction may impose a surcharge on a holder who elects to use a credit card in lieu of payment by cash, check, or similar means,” as violating the First Amendment by regulating how they communicate their prices, and as unconstitutionally vague. The Second Circuit vacated a judgment in favor of the businesses, reasoning that in the context of singlesticker pricing—where merchants post one price and would like to charge more to customers who pay by credit card—the law required that the sticker price be the same as the price charged to credit card users. In that context, the law regulated a relationship between two prices: conduct, not speech. The Supreme Court vacated, limiting its review to single-sticker pricing. Section 518 regulates speech. It is not a typical price regulation, which simply regulates the amount a store can collect. The law tells merchants nothing about the amount they may collect from a cash or credit card payer, but regulates how sellers may communicate their prices. Section 518 is not vague as applied to the businesses; it bans the single-sticker pricing they wish to employ, and “a plaintiff whose speech is clearly proscribed cannot raise a successful vagueness claim.” View "Expressions Hair Design v. Schneiderman" on Justia Law

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Corporate citizens of Delaware, Nebraska, and Illinois, sued Americold, a “real estate investment trust” organized under Maryland law, in a Kansas court. Americold removed the suit based on diversity jurisdiction, 28 U.S.C. 1332(a)(1), 1441(b). The federal court accepted jurisdiction and ruled in Americold’s favor. The Tenth Circuit held that the district court lacked jurisdiction. The Supreme Court affirmed. For purposes of diversity jurisdiction, Americold’s citizenship is based on the citizenship of its members, which include its shareholders. Historically, the relevant citizens for jurisdictional purposes in a suit involving a “mere legal entity” were that entity’s “members,” or the “real persons who come into court” in the entity’s name. Except for that limited exception of jurisdictional citizenship for corporations, diversity jurisdiction in a suit by or against the entity depends on the citizenship of all its members, including shareholders. The Court rejected an argument that anything called a “trust” possesses the citizenship of its trustees alone; Americold confused the traditional trust with the variety of unincorporated entities that many states have given the “trust” label. Under Maryland law, the real estate investment trust at issue is treated as a “separate legal entity” that can sue or be sued. View "Americold Realty Trust v. ConAgra Foods, Inc." on Justia Law

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Department of Health and Human Services (HHS) regulations implementing the 2010 Patient Protection and Affordable Care Act (ACA) require that employers’ group health plans furnish preventive care and screenings for women without cost sharing requirements, 42 U.S.C. 300gg–13(a)(4). Nonexempt employers must provide coverage for 20 FDA-approved contraceptive methods, including four that may have the effect of preventing a fertilized egg from developing. Religious employers, such as churches, are exempt from the contraceptive mandate. HHS has effectively exempted religious nonprofit organizations; an insurer must exclude contraceptive coverage from such an employer’s plan and provide participants with separate payments for contraceptive services. Closely held for-profit corporations sought an injunction under the 1993 Religious Freedom Restoration Act (RFRA), which prohibits the government from substantially burdening a person’s exercise of religion even by a rule of general applicability unless it demonstrates that imposing the burden is the least restrictive means of furthering a compelling governmental interest, 42 U.S.C. 2000bb–1(a), (b). As amended by the Religious Land Use and Institutionalized Persons Act of 2000 (RLUIPA), RFRA covers “any exercise of religion, whether or not compelled by, or central to, a system of religious belief.” The Third Circuit held that a for-profit corporation could not “engage in religious exercise” under RFRA and that the mandate imposed no requirements on corporate owners in their personal capacity. The Tenth Circuit held that the businesses are “persons” under RFRA; that the contraceptive mandate substantially burdened their religious exercise; and that HHS had not demonstrated that the mandate was the “least restrictive means” of furthering a compelling governmental interest. The Supreme Court ruled in favor of the businesses, holding that RFRA applies to regulations that govern the activities of closely held for-profit corporations. The Court declined to “leave merchants with a difficult choice” of giving up the right to seek judicial protection of their religious liberty or forgoing the benefits of operating as corporations. Nothing in RFRA suggests intent to depart from the Dictionary Act definition of “person,” which includes corporations, 1 U.S.C.1; no definition of “person” includes natural persons and nonprofit corporations, but excludes for-profit corporations. “Any suggestion that for-profit corporations are incapable of exercising religion because their purpose is simply to make money flies in the face of modern corporate law.” The Court rejected arguments based on the difficulty of ascertaining the “beliefs” of large, publicly traded corporations and that the mandate itself requires only insurance coverage. If the plaintiff companies refuse to provide contraceptive coverage, they face severe economic consequences; the government failed to show that the contraceptive mandate is the least restrictive means of furthering a compelling interest in guaranteeing cost-free access to the four challenged contraceptive methods. The government could assume the cost of providing the four contraceptives or could extend the accommodation already established for religious nonprofit organizations. The Court noted that its decision concerns only the contraceptive mandate, not all insurance-coverage mandates, e.g., for vaccinations or blood transfusions. View "Burwell v. Hobby Lobby Stores, Inc." on Justia Law

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Lexmark sells the only type of toner cartridges that work with its laser printers; remanufacturers acquire and refurbish used Lexmark cartridges to sell in competition with Lexmark’s new and refurbished cartridges. Lexmark’s “Prebate” program gives customers a discount on new cartridges if they agree to return empty cartridges to the company. Every Prebate cartridge has a microchip that disables the empty cartridge unless Lexmark replaces the chip. Static Control makes and sells components for cartridge remanufacture and developed a microchip that mimicked Lexmark’s. Lexmark sued for copyright infringement. Static Control counterclaimed that Lexmark engaged in false or misleading advertising under the Lanham Act, 15 U.S.C. 1125(a), and caused Static Control lost sales and damage to its business reputation. The district court held that Static Control lacked “prudential standing,” applying a multifactor balancing test. The Sixth Circuit reversed, applying a “reasonable interest” test. A unanimous Supreme Court affirmed. The Court stated that the issue was not “prudential standing.” Whether a plaintiff comes within a statute’s zone of interests requires traditional statutory interpretation. The Lanham Act includes in its statement of purposes, “protect[ing] persons engaged in [commerce within the control of Congress] against unfair competition.” “Unfair competition” is concerned with injuries to business reputation and sales. A section 1125(a) plaintiff must show that its injury flows directly from the deception caused by the defendant’s advertising; that occurs when deception causes consumers to withhold trade from the plaintiff. The zone-of-interests test and the proximate-cause requirement identify who may sue under section 1125(a) and provide better guidance than the multi-factor balancing test, the direct-competitor test, or the reasonable-interest test. Static Control comes within the class of plaintiffs authorized to sue under section 1125(a). Its alleged injuries fall within the zone of interests protected by the Act, and it sufficiently alleged that its injuries were proximately caused by Lexmark’s misrepresentations. View "Lexmark Int’l, Inc. v. Static Control Components, Inc." on Justia Law

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Woods and McCombs participated in a tax shelter to generate paper losses to reduce their taxable income. They purchased currency-option spread packages consisting of a long option, for which they paid a premium, and a short option, which they sold and for which they collected a premium. Because the premium paid was largely offset by that received, the net cost of the packages was substantially less than the cost of the long option alone. Woods and McCombs contributed the spreads, plus cash, to partnerships, which used the cash to purchase stock and currency. In calculating their basis in the partnership interests, they considered only the long component of the spreads and disregarded the nearly offsetting short component. When the partnerships’ assets were disposed of for modest gains, they claimed huge losses. Although they had contributed $3.2 million in cash and spreads to the partnerships, they claimed losses of more than $45 million. The IRS sent notices, finding that the partnerships lacked “economic substance,” disallowing related losses, and concluding that the partners could not claim a basis greater than zero for their partnership interests and that tax underpayments would be subject to a 40-percent penalty for gross valuation misstatements. The district court held that the partnerships were properly disregarded as shams but that the penalty did not apply. The Fifth Circuit affirmed. The Supreme Court reversed, first holding that the district court had jurisdiction to make the determination. The Tax Equity and Fiscal Responsibility Act authorizes courts in partnership-level proceedings to provisionally determine the applicability of any penalty that could result from an adjustment to a partnership item, even though imposing the penalty requires a subsequent, partner-level proceeding. In the later proceeding, a partner may raise reasons why the penalty may not be imposed on him personally. However, the valuation-misstatement penalty applies in this case. Once the partnerships were deemed shams, no partner could legitimately claim a basis greater than zero. Any underpayment resulting from use of a non-zero basis would be attributable to a partner having claimed an adjusted basis that exceeded the correct amount. When an asset’s adjusted basis is zero, a valuation misstatement is automatically deemed gross. The valuation¬misstatement penalty encompasses misstatements that rest on both legal and factual errors, so it is applicable to misstatements that rest on use of a sham partnership. View "United States v. Woods" on Justia Law

Posted in: Business Law, Tax Law

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Department of Health and Human Services (HHS) regulations implementing the 2010 Patient Protection and Affordable Care Act (ACA) require that employers’ group health plans furnish preventive care and screenings for women without cost sharing requirements, 42 U.S.C. 300gg–13(a)(4). Nonexempt employers must provide coverage for 20 FDA-approved contraceptive methods, including four that may have the effect of preventing a fertilized egg from developing. Religious employers, such as churches, are exempt from the contraceptive mandate. HHS has effectively exempted religious nonprofit organizations; an insurer must exclude contraceptive coverage from such an employer’s plan and provide participants with separate payments for contraceptive services. Closely held for-profit corporations sought an injunction under the 1993 Religious Freedom Restoration Act (RFRA), which prohibits the government from substantially burdening a person’s exercise of religion even by a rule of general applicability unless it demonstrates that imposing the burden is the least restrictive means of furthering a compelling governmental interest, 42 U.S.C. 2000bb–1(a), (b). As amended by the Religious Land Use and Institutionalized Persons Act of 2000 (RLUIPA), RFRA covers “any exercise of religion, whether or not compelled by, or central to, a system of religious belief.” The Third Circuit held that a for-profit corporation could not “engage in religious exercise” under RFRA and that the mandate imposed no requirements on corporate owners in their personal capacity. The Tenth Circuit held that the businesses are “persons” under RFRA; that the contraceptive mandate substantially burdened their religious exercise; and that HHS had not demonstrated that the mandate was the “least restrictive means” of furthering a compelling governmental interest. The Supreme Court ruled in favor of the businesses, holding that RFRA applies to regulations that govern the activities of closely held for-profit corporations. The Court declined to “leave merchants with a difficult choice” of giving up the right to seek judicial protection of their religious liberty or forgoing the benefits of operating as corporations. Nothing in RFRA suggests intent to depart from the Dictionary Act definition of “person,” which includes corporations, 1 U.S.C.1; no definition of “person” includes natural persons and nonprofit corporations, but excludes for-profit corporations. “Any suggestion that for-profit corporations are incapable of exercising religion because their purpose is simply to make money flies in the face of modern corporate law.” The Court rejected arguments based on the difficulty of ascertaining the “beliefs” of large, publicly traded corporations and that the mandate itself requires only insurance coverage. If the plaintiff companies refuse to provide contraceptive coverage, they face severe economic consequences; the government failed to show that the contraceptive mandate is the least restrictive means of furthering a compelling interest in guaranteeing cost-free access to the four challenged contraceptive methods. The government could assume the cost of providing the four contraceptives or could extend the accommodation already established for religious nonprofit organizations. The Court noted that its decision concerns only the contraceptive mandate, not all insurance-coverage mandates, e.g., for vaccinations or blood transfusions. View "Burwell v. Hobby Lobby Stores, Inc." on Justia Law

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Lexmark sells the only type of toner cartridges that work with its laser printers; remanufacturers acquire and refurbish used Lexmark cartridges to sell in competition with Lexmark’s new and refurbished cartridges. Lexmark’s “Prebate” program gives customers a discount on new cartridges if they agree to return empty cartridges to the company. Every Prebate cartridge has a microchip that disables the empty cartridge unless Lexmark replaces the chip. Static Control makes and sells components for cartridge remanufacture and developed a microchip that mimicked Lexmark’s. Lexmark sued for copyright infringement. Static Control counterclaimed that Lexmark engaged in false or misleading advertising under the Lanham Act, 15 U.S.C. 1125(a), and caused Static Control lost sales and damage to its business reputation. The district court held that Static Control lacked “prudential standing,” applying a multifactor balancing test. The Sixth Circuit reversed, applying a “reasonable interest” test. A unanimous Supreme Court affirmed. The Court stated that the issue was not “prudential standing.” Whether a plaintiff comes within a statute’s zone of interests requires traditional statutory interpretation. The Lanham Act includes in its statement of purposes, “protect[ing] persons engaged in [commerce within the control of Congress] against unfair competition.” “Unfair competition” is concerned with injuries to business reputation and sales. A section 1125(a) plaintiff must show that its injury flows directly from the deception caused by the defendant’s advertising; that occurs when deception causes consumers to withhold trade from the plaintiff. The zone-of-interests test and the proximate-cause requirement identify who may sue under section 1125(a) and provide better guidance than the multi-factor balancing test, the direct-competitor test, or the reasonable-interest test. Static Control comes within the class of plaintiffs authorized to sue under section 1125(a). Its alleged injuries fall within the zone of interests protected by the Act, and it sufficiently alleged that its injuries were proximately caused by Lexmark’s misrepresentations. View "Lexmark Int'l, Inc. v. Static Control Components, Inc." on Justia Law

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Woods and McCombs participated in a tax shelter to generate paper losses to reduce their taxable income. They purchased currency-option spread packages consisting of a long option, for which they paid a premium, and a short option, which they sold and for which they collected a premium. Because the premium paid was largely offset by that received, the net cost of the packages was substantially less than the cost of the long option alone. Woods and McCombs contributed the spreads, plus cash, to partnerships, which used the cash to purchase stock and currency. In calculating their basis in the partnership interests, they considered only the long component of the spreads and disregarded the nearly offsetting short component. When the partnerships’ assets were disposed of for modest gains, they claimed huge losses. Although they had contributed $3.2 million in cash and spreads to the partnerships, they claimed losses of more than $45 million. The IRS sent notices, finding that the partnerships lacked “economic substance,” disallowing related losses, and concluding that the partners could not claim a basis greater than zero for their partnership interests and that tax underpayments would be subject to a 40-percent penalty for gross valuation misstatements. The district court held that the partnerships were properly disregarded as shams but that the penalty did not apply. The Fifth Circuit affirmed. The Supreme Court reversed, first holding that the district court had jurisdiction to make the determination. The Tax Equity and Fiscal Responsibility Act authorizes courts in partnership-level proceedings to provisionally determine the applicability of any penalty that could result from an adjustment to a partnership item, even though imposing the penalty requires a subsequent, partner-level proceeding. In the later proceeding, a partner may raise reasons why the penalty may not be imposed on him personally. However, the valuation-misstatement penalty applies in this case. Once the partnerships were deemed shams, no partner could legitimately claim a basis greater than zero. Any underpayment resulting from use of a non-zero basis would be attributable to a partner having claimed an adjusted basis that exceeded the correct amount. When an asset’s adjusted basis is zero, a valuation misstatement is automatically deemed gross. The valuation¬misstatement penalty encompasses misstatements that rest on both legal and factual errors, so it is applicable to misstatements that rest on use of a sham partnership. View "United States v. Woods" on Justia Law

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The Federal Aviation Administration Authorization Act (FAAAA) preempts state laws “related to a price, route, or service of any motor carrier ... with respect to the transportation of property.” 49 U. S. C. 14501(c)(1). Pelkey sued in New Hampshire state court, alleging that Dan’s towing company towed his car from a parking lot without Pelkey’s knowledge, failed to notify him of its plan to auction the car, held an auction despite Pelkey’s notice that he wanted to reclaim the car, and traded the car away without compensating Pelkey. Pelkey alleged Dan’s did not meet the requirements of New Hampshire statutes, chapter 262, which regulates disposal of abandoned vehicles by a “storage company;” violated New Hampshire’s Consumer Protection Act; and violated its duties as a bailee The court granted Dan’s summary judgment, concluding that the FAAAA preempted Pelkey’s claims. The New Hampshire Supreme Court reversed, finding FAAAA preemption inapplicable to claims related to conduct in post-storage disposal, as opposed to conduct concerning “transportation of property,” or a “service.” The Supreme Court affirmed. Section 14501(c)(1) does not preempt state-law claims stemming from the storage and disposal of a towed vehicle. Pelkey’s claims are not related to “transportation of property” nor the “service” of a motor carrier. The words “with respect to the transportation of property” limit the FAAAA’s preemptive scope. Transportation of Pelkey’s car from his landlord’s parking lot was a service that ended months before the conduct on which Pelkey’s claims are based. The New Hampshire prescriptions Pelkey invokes hardly constrain participation in interstate commerce by requiring a motor carrier to offer services not available in the market. Nor do they “freez[e] into place services that carriers might prefer to discontinue in the future.” View "Dan's City Used Cars, Inc. v. Pelkey" on Justia Law

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Montana state law provides that a "corporation may not make ... an expenditure in connection with a candidate or a political committee that supports or opposes a candidate or a political party." Mont. Code 13–35–227(1). The Montana Supreme Court rejected a claim that the statute violated the First Amendment. The Supreme Court reversed the Montana decision, based on its 2010 decision, Citizens United v. Federal Election Commission, in which the Court struck down a similar federal law, holding that "political speech does not lose First Amendment protection simply because its source is a corporation." Dissenting Justices Breyer, Ginsburg, Sotomayor, and Kagan stated that "Montana’s experience, like considerable experience elsewhere since the Court’s decision in Citizens United, casts grave doubt on the Court’s supposition that independent expenditures do not corrupt or appear to do so." View "Am. Tradition P'ship, Inc. v. Bullock" on Justia Law