Articles Tagged with Inc.

photo-forum-300x200Courts are like private clubs. They can decide whether you and your lawsuit belong there. If not, you have to go elsewhere. Just because you’d like to have a legal dispute resolved in a particular court in a particular jurisdiction doesn’t mean that will actually happen, even if the other party agrees with your choice.
A Taiwanese company (Quanta Computer, Inc.) entered a contract concerning supplying cell phones made in China to a Japanese company (Japan Communications, Inc., or JCI), which sold them in Japan. Japanese law would apply to warranties and defects of the phone. Quanta supplied the phones, 14,246 of which were defective. There was an oral agreement Quanta would fix the phones and that JCI would make payments over time. Quanta accused JCI of not making the payments.

As part of the agreement both parties agreed that if there was a dispute over the contract the courts of the State of California was the “exclusive jurisdiction” for them to be resolved. JCI filed a lawsuit in Japan, Quanta filed one in Los Angeles.

Though the contract spells out that California is the agreed upon place for this dispute, does that mean the court is required to be the place to litigate the issue, given the lack of any contacts or relevance to the state? JCI filed in California court a motion asking the court to dismiss the case because it’s the wrong forum (“forum non conveniens” in legal speak). That means that though the court has the ability to make a decision on the issue (jurisdiction) it shouldn’t do so because it’s not practical, it lacks any contacts with the parties or the disputed transaction and the parties can go elsewhere.

The trial court agreed. The judge stated given the lack of connection to California, the court and taxpayer dollars shouldn’t be used to resolve the dispute. Quanta appealed the decision and the Court of Appeal of the State of California, Second Appellate District, Division Five, agreed with the trial court.

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photo-suing-supplier-300x199No business is an island. Without trusted suppliers businesses would close shop. What happens when that trust is breached and you’re left holding the bag? If disagreements can’t be worked out and your company is facing or may face a serious loss as a result you may want to consider legal action against a supplier or former supplier.

Huy Fong Foods Inc., based in Irwindale, makes the Sriracha brand hot sauce from chiles (which are peppers). Without chiles there is no Sriracha but that hasn’t stopped the company from suing its chile supplier, Underwood Ranches, based in Camarillo, according to NBC4. Underwood’s website describes the company’s history and its current business including, “Today the farm grows red jalapeños for Huy Fong Foods…”The two companies have had a relationship for thirty years.

Underwood is being sued for breach of production agreement, breach of contract and civil theft. The complaint alleges,

photo - corp. voting by Kristin AuskWhen it comes to shareholder voting, what votes are counted how can mean all the difference between a measure being approved or not. Over time if a measure failed in the past, if voting standards are changed, those in favor of it may be in the majority in the future and rule the day.

Nabors Industries’ shareholders approved a shareholder proposal to exclude broker nonvotes from the company’s voting calculation in June.

  • The proposal was introduced by the California Public Employees’ Retirement System (“CalPERS”). There were close votes on shareholder proposals submitted at last year’s annual meeting.
  • Last year’s proposals didn’t receive majority support under the company’s methodology of including broker nonvotes. They would’ve received a narrow majority if broker nonvotes were excluded.

Cheniere Energy, Inc., postponed its annual meeting scheduled in June due to a lawsuit by a shareholder. The legal action seeks recovery of shares of stock that were awarded under the company’s incentive plan last year.

  • The shareholder alleges the plan did not receive enough shareholder approval because the company did not count abstentions as a “no” vote as the shareholder claims is required under Delaware law.
  • The Wall Street Journal reports that the company canceled the compensation plan proposal at issue and has sought dismissal of the lawsuit, stating “the vast majority of the plaintiff’s claims are moot” with the cancellation of the proposal.

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