Justia West Virginia Supreme Court of Appeals Opinion Summaries

The Supreme Court affirmed the ruling of the circuit court denying Petitioners’ motion for leave to file a second amended complaint and dismissing their pending amended complaint, holding that the circuit court did not err in concluding that, under controlling Delaware law, Petitioners lacked standing to pursue a derivative shareholder suit.Petitioners filed a derivative lawsuit alleging claims of breach of fiduciary duties against Massey Energy Company’s Board of Directors and corporate officers. Subsequently, faced with a potential merger between Massey and Alpha Natural Resources, Inc., Petitioners filed a motion for leave to file a second amended complaint seeking to add individual and class action claims on behalf of the shareholders themselves. After the merger, Respondents moved oi dismiss Petitioners’ amended complaint and motion for leave to file the proposed second amended complaint, arguing that, after the merger, Petitioners were no longer Massey shareholders and lacked standing to assert derivative claims, and that amending their complaint a second time would be futile. The circuit court dismissed the amended complaint and denied the motion for leave to file the second amended complaint. The Supreme Court affirmed, holding that there was no error in the circuit court’s order because Petitioners were no longer Massey shareholders. View "California State Teachers' Retirement System v. Blankenship" on Justia Law

The circuit court found merit in Petitioners’ assignments of error regarding attorneys’ fees and prejudgment interest in this litigation in which a jury awarded Respondent damages on his breach of contract and fiduciary duty claims and attorneys’ fees in the amount of $1.5 million and prejudgment interest in the amount of $959,000.Respondent and his brothers and sisters owned three corporations and one limited partnership. After Respondent’s employment with one corporation was terminated and his shares and interest in the remaining entities were redeemed, Respondent sued his four siblings and the four entities (collectively, Petitioners). Respondent prevailed after an eleven-day trial. The Supreme Court reversed in part, holding (1) Petitioners were not entitled to judgment as a matter of law on Respondent’s breach of contract and fiduciary duty claims; (2) the circuit court abused its discretion in awarding attorneys’ fees without making sufficient findings of fact and conclusions of law regarding Respondent’s entitlement to the sum awarded or its reasonableness; and (3) the circuit court erred by finding that the entire jury verdict in this case, net of offsets, constituted “special damages” subject to W. Va. Code 56-3-31 and awarding Respondent prejudgment interest. View "Tri-State Petroleum Corp. v. Coyne" on Justia Law

In this dispute between retailers and direct competitors in the gas station and convenience store market, the circuit court correctly determined that W. Va. Code 47-11A-6(a) does not include taxes in the calculation of a retailer’s cost under the West Virginia Unfair Practices Act.Plaintiff filed suit against Defendants alleging that Defendants had violated the Act by selling gasoline below cost. Both parties moved for summary judgment seeking a determination as to whether section 47-11A-6(a) includes taxes within the calculation of a retailer’s cost. The circuit court concluded that the calculation of a retailer’s cost does not include tax and awarded summary judgment to Defendants. The Supreme Court affirmed, holding that the statute does not include taxes in the calculation of a retailer’s cost. View "Alan Enterprizes LLC v. Mac's Convenience Stores LLC" on Justia Law

In this dispute between retailers and direct competitors in the gas station and convenience store market, the circuit court correctly determined that W. Va. Code 47-11A-6(a) does not include taxes in the calculation of a retailer’s cost under the West Virginia Unfair Practices Act.Plaintiff filed suit against Defendants alleging that Defendants had violated the Act by selling gasoline below cost. Both parties moved for summary judgment seeking a determination as to whether section 47-11A-6(a) includes taxes within the calculation of a retailer’s cost. The circuit court concluded that the calculation of a retailer’s cost does not include tax and awarded summary judgment to Defendants. The Supreme Court affirmed, holding that the statute does not include taxes in the calculation of a retailer’s cost. View "Alan Enterprizes LLC v. Mac's Convenience Stores LLC" on Justia Law

The Supreme Court reversed the circuit court’s grant of summary judgment in favor of Respondents in this action in which Respondents added Petitioner as a defendant. Respondents settled a lawsuit against certain companies (the Brozik companies) for failing to pay the purchase price under an agreement to buy the assets of Respondents’ business. The circuit court later awarded Respondents $47,184 to be paid by the Brozik companies based upon the cessation of payments pursuant to the settlement. This judgment became a lien. The assets of one of the Brozik companies was then sold to Petitioner, and Respondents amended their complaint to add Petitioner as a defendant. In reversing the circuit court's judgment, the Supreme Court held that Respondents did not satisfy their burden of showing the absence of any genuine issues of material fact, and therefore, summary judgment should not have been granted. View "Kourt Security Partners, LLC v. Judy's Locksmiths, Inc." on Justia Law

A subsidiary company brought an action seeking a declaratory judgment against its parent companies, challenging three management agreements by which the parent companies controlled, managed, and participated in the affairs of the subsidiary. The subsidiary argued that two clauses in the agreements were unconscionable because one stated that the parent companies could never be liable to the subsidiary company and the other required the subsidiary to indemnify the parent companies for all legal and liability costs. The circuit court declared that the two clauses at issue were unconscionable and unenforceable. The Supreme Court affirmed, holding that the circuit court did not err in ruling that the two challenged clauses were unconscionable because the clauses were oppressive and unfair. View "Blackrock Capital Investment Corp. v. Fish" on Justia Law

Plaintiffs worked in coal mining operations under Consolidated Coal Company, a wholly-owned subsidiary of CONSOL Energy, Inc. In 2013, CONSOL sold Consolidated Coal Company to Murray Energy Corporation. Prior to the sale, Plaintiffs’ terms of employment included CONSOL’s Equity Incentive Plan that provided for the award of CONSOL common stock to Plaintiffs in Restricted Stock Units (RSUs). The award of RSUs was subject to a vesting schedule. Pursuant to an Award Agreement, the vesting of RSUs would accelerate upon the occurrence of certain events. The acceleration event in controversy was the phrase “change in control.” At the time of the sale, Plaintiffs had been awarded RSUs. Plaintiffs argued that they were entitled to accelerated vesting of the unvested portion of the RSUs pursuant to the Award Agreement because a “change in control” occurred when CONSOL sold Consolidated Coal Company. CONSOL failed to accelerate the RSUs and asserted that Plaintiffs’ unvested RSUs were forfeited. The circuit court granted summary judgment for Plaintiffs. The Supreme Court affirmed, holding (1) the phrase “change in control” under the Award Agreement necessarily included CONSOL’s subsidiary, Consolidated Coal Company; and (2) the sale of Consolidated Coal Company to Murray Energy Corporation triggered the accelerated vesting of Plaintiffs’ RSUs. View "Consol Energy, Inc. v. Hummel" on Justia Law

Plaintiffs sued Sugar Rock, seeking a dissolution of partnerships, alleging them to be mining partnerships and attempted to obtain class action status. The circuit court granted plaintiffs partial summary judgment, finding that the partnerships should be dissolved, and appointed a special receiver and a distribution company to achieve that result. The Supreme Court of Appeals reversed, finding genuine issues of material fact and questions of law regarding the type of partnerships involved in the case, the parties who are the partners thereof, whether the partnerships’ property includes leases, and whether the procedural requirements for a decree of dissolution have been satisfied. View "Sugar Rock, Inc. v. Washburn" on Justia Law

After a bench trial, the circuit court concluded that Bernard Bossio had proven that the parties in this case intended to enter into and were bound by the terms of a 1990 stock purchase agreement requiring the Estate of Luigi Bossio to sell to Bossio Enterprises the corporate shares owned by Luigi Bossio at the time of his death in 2007. The Supreme Court affirmed, holding that the circuit court did not commit clear error in concluding that Bernard Bossio proved, with clear and convincing evidence, the terms of the 1990 stock purchase agreement. View "Estate of Luigi Bossio v. Bossio" on Justia Law

The underlying case involved oil and gas wells owned and operated by four separate partnerships. The partnerships owned mineral interests in the form of leases to extract oil and gas from real estate. The partners themselves, however, owned no part of the mineral interests. Plaintiff alleged that he owned an interest in the partnerships. A federal district court determined that Plaintiff’s assertion of an interest in the four “mining partnerships” failed because he could not produce a written instrument in conformance with the Statute of Frauds showing his ownership interest in the partnerships. Plaintiff appealed. Because of the vagaries of West Virginia law on this issue, the U.S. Court of Appeals certified a question of law to the Supreme Court. The Court answered that (1) the Statute of Frauds requires the partners of a “mining partnership” to show their membership through a deed, will, or other written instrument establishing they are co-owners of the mineral interest being mined; but (2) because the real property of a general partnership belongs to the partnership entity and not to the individual partners, no written instrument is required to establish a partnership interest in a general partnership. View "Valentine v. Sugar Rock, Inc." on Justia Law