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Access over workers' compensation decisions, including En Banc, Significant Panel Decisions, and writ-denied cases.

Case No. MISSING
Regular Panel Decision
Nov 25, 2013

Fjord v. AMR Corp. (In re AMR Corp.)

This Memorandum of Decision from the U.S. Bankruptcy Court for the Southern District of New York addresses motions in the Chapter 11 cases of AMR Corporation related to its merger with U.S. Airways. The Court denied the Clayton Plaintiffs' request for a temporary restraining order to block the merger, concluding they failed to establish irreparable harm or a likelihood of success on antitrust claims. Concurrently, the Court granted the Debtors' motions, approving a settlement with the U.S. Department of Justice and several states, and allowing the immediate consummation of the merger. The decision emphasized the significant economic benefits of the merger for the Debtors' estate, creditors, and employees, and found the settlement fair, equitable, and in the best interests of the estate.

BankruptcyChapter 11AntitrustMergerTemporary Restraining OrderSettlement ApprovalClayton ActIrreparable HarmLikelihood of SuccessBalance of Hardships
References
63
Case No. MISSING
Regular Panel Decision

Bush v. Brunswick Corp.

This case addresses whether shareholders of a target company, ICO, can sue an acquiring company, Brunswick, for damages resulting from the diminution of stock value due to an alleged breach of a Merger Agreement. The majority shareholders intervened in ICO's lawsuit against Brunswick, but the trial court struck their petition, ruling they were not intended third-party beneficiaries entitled to enforce the agreement, based on a clause stating the agreement was "not intended to confer upon any other person any rights or remedies hereunder." On appeal, the court examined the Merger Agreement and a related Shareholder Agreement, concluding that the shareholders were indeed intended third-party beneficiaries and the exclusionary clause did not apply to them, as they were integral participants in the merger. The court reversed the trial court's order and remanded the case for further proceedings.

Merger AgreementShareholder RightsThird-Party BeneficiaryBreach of ContractStock Value DiminutionInterventionAppellate ReviewContract InterpretationCorporate LawAnticipatory Breach
References
22
Case No. MISSING
Regular Panel Decision

In re Cablevision Systems Corp. Shareholders Litigation

This case addresses a motion for attorneys' fees and expenses in a class action brought by minority shareholders of Cablevision against the Dolan family and Cablevision's directors. The shareholders alleged breaches of fiduciary duty concerning two merger proposals and a special dividend. Plaintiffs' counsel actively participated in negotiations, leading to an increased share price offer and other concessions in the merger agreement, although the merger was ultimately rejected by the shareholders. The court granted the motion to the extent of ordering a hearing to determine the reasonable value of legal services, applying the "substantial benefit" rule and finding defendants judicially estopped from denying the benefit of counsel's efforts. The opinion discusses the criteria for class certification, the "common fund" doctrine, and the appropriate method for calculating attorneys' fees.

Class ActionShareholder LitigationAttorneys' FeesMerger and AcquisitionFiduciary DutyCorporate GovernanceSpecial CommitteeStock ValuationSettlement NegotiationsJudicial Estoppel
References
13
Case No. MISSING
Regular Panel Decision

Primex International Corp. v. Wal-Mart Stores, Inc.

In this case, Primex International Corporation sought to compel Wal-Mart Stores, Incorporated to arbitrate disputes arising from their 1990 and 1993 service agreements, following Wal-Mart's lawsuit against Primex in Arkansas alleging fraud and breach of contract. The core issue was whether a general merger clause in a subsequent 1995 agreement, which lacked an arbitration clause, superseded the arbitration obligations from the earlier agreements. The Supreme Court and Appellate Division initially denied Primex's petition, finding the 1995 agreement's merger clause retroactively eliminated arbitration obligations. However, the higher court modified this decision, ruling that the merger clause did not nullify the duty to arbitrate disputes specifically arising from the 1990 and 1993 agreements. The case was remitted to the Supreme Court to determine which claims were arbitrable under the earlier contracts.

Arbitration ClauseMerger ClauseContract DisputeParol Evidence RuleRetroactive EffectContract TerminationExclusivity AgreementBuying AgentBreach of ContractFraud Allegations
References
23
Case No. B14-85-095-CV
Regular Panel Decision
Dec 12, 1985

Davis v. Sinclair Refining Co.

Charles Edward Davis, an Arco employee, sustained severe burns due to a defective pipe installed by Sinclair Refining Company, which later merged with Arco. Davis received workers' compensation benefits but also filed a third-party action against Sinclair and Arco, arguing Arco assumed Sinclair's liabilities through the merger. The trial court granted summary judgment for the appellees, asserting Davis had elected his remedy under workers' compensation laws. The Court of Appeals of Texas, Houston (14th Dist.), affirmed the summary judgment, ruling that corporate merger statutes were not intended to bypass the exclusive remedy of the Workers' Compensation Act and rejected the application of the "dual capacity" doctrine in this context. A dissenting opinion advocated for the adoption of a limited "dual capacity" doctrine when an employer contractually assumes the liabilities of a third-party tortfeasor through merger.

Summary Judgment AppealCorporate Merger LiabilityThird-Party ActionExclusive Remedy PrincipleDual Capacity Doctrine RejectionTexas Workers' Compensation ActSuccessor Corporation LiabilityAssumption of LiabilitiesEmployer ImmunityIndustrial Accident Compensation
References
14
Case No. MISSING
Regular Panel Decision

Cicatello v. Brewery Workers Pension Fund

This case addresses an action brought by employees and retired employees of the New York State Teamsters Conference Pension and Retirement Fund (Teamsters Fund) seeking to enjoin the merger of the Teamsters Fund with the Brewery Workers Pension Fund. Plaintiffs alleged multiple violations of the Employee Retirement Income Security Act of 1974 (ERISA), including insufficient employee notification of the proposed merger, potential reduction in benefits, and failure to meet minimum funding standards. Chief Judge Curtin of the federal court determined that ERISA provisions cited by plaintiffs were either inapplicable to multiemployer plans at the time or had established mechanisms to address the concerns. The court also found the claim regarding the merger not being in the best interests of Teamsters Fund participants to be barred by res judicata due to prior state court decisions. Consequently, the court denied the request for preliminary injunctive relief and dismissed the complaint for failure to state a claim.

Employee Retirement Income Security Act (ERISA)Pension FundsFund MergerPreliminary InjunctionDeclaratory JudgmentRes JudicataMulti-employer PlansFiduciary DutyMinimum Funding StandardsTax Qualification
References
12
Case No. MISSING
Regular Panel Decision

Polak v. Continental Hosts, Ltd.

The case involves two plaintiffs, Jack and Anthony Polak (shareholders of Continental Hosts, Ltd.), who filed a class action complaint alleging a violation of Rule 10(b)(5) of the Securities Exchange Act of 1934 against Continental Hosts, Ltd. and individual defendants. The Merger Plaintiff claimed the $12 per share merger price was inadequate and the Delaware appraisal right was an unfair burden. The Disclosure Plaintiff alleged selling shares at an artificially low price due to defendants' failure to disseminate financial information. The court, citing Santa Fe Industries, Inc. v. Green, held that an inadequate merger price and state appraisal rights do not constitute fraud or manipulation under Rule 10b-5. It also found no duty of disclosure for non-reporting companies or for individual defendants, and that the "disclose or abstain" rule only applies to contemporaneous traders, which the Disclosure Plaintiff was not. Consequently, the defendants' motion to dismiss the complaint was granted, with pendent state law claims also dismissed.

Securities LawRule 10b-5Motion to DismissClass ActionShareholder RightsCorporate MergersDuty to DiscloseInsider TradingDelaware LawFederal Jurisdiction
References
22
Case No. MISSING
Regular Panel Decision

Suarez v. Sherman Gin Co.

Lucio Suarez sued Sherman Gin Co. and others for personal injuries sustained in a cotton ginning machine accident that occurred after Sherman Gin Co. was dissolved. Suarez sought to recover damages under the trust fund theory from former directors, officers, and shareholders, and through the de facto merger doctrine against Continental Conveyor & Equipment Co. The trial court granted summary judgment for the appellees. The appellate court affirmed, holding that the trust fund theory does not apply to post-dissolution claims, and no de facto merger occurred. Texas Employers' Insurance Association's claim for workers' compensation and medical benefits paid to Suarez was also denied.

Corporate DissolutionSuccessor LiabilityTrust Fund TheoryDe Facto MergerPost-Dissolution ClaimsProduct LiabilitySummary JudgmentTexas Business Corporation ActAppellate ReviewWorkers' Compensation
References
5
Case No. MISSING
Regular Panel Decision

Local 450 v. International Union of Electronic, Electrical, Salaried, MacHine & Furniture Workers, AFL—CIO

This case addresses a dispute between Local 450 and the International Union of Electrical, Salaried, Machine and Furniture Workers (IUE) concerning the IUE's attempts to impose a trusteeship and force a merger of Local 450 with other local unions. Local 450 had voted to disaffiliate from the IUE, leading to the International's intervention. The court examined the IUE's constitution and historical practices, concluding that there was no express prohibition on local unions disaffiliating and that the IUE's actions regarding the trusteeship and merger were not in conformity with its own constitutional requirements. Consequently, the court granted Local 450's cross-motion for a preliminary injunction, preventing the IUE from interfering with Local 450's leadership, administration, and assets, and denied the defendants' motion for a preliminary injunction.

Union DisaffiliationLabor LawUnion TrusteeshipUnion MergerLocal Union AutonomyPreliminary InjunctionLabor Management Reporting and Disclosure ActUnion ConstitutionCollective BargainingIndustrial Relations
References
22
Case No. MISSING
Regular Panel Decision

LaPorta v. Enten Corp.

In a negligence action, plaintiffs appealed an order from the Supreme Court, Suffolk County, which denied their motion for inquest and assessment of damages and granted defendant's cross motion to dismiss the complaint. Plaintiff Albert LaPorta sustained injuries during employment with Entenmann’s, Inc., receiving workers’ compensation benefits. Subsequently, plaintiffs sued Enten Corporation. Enten argued it merged with Entenmann’s, Inc. on January 25, 1979, ceasing to exist, providing a certificate of merger. Plaintiffs contested this, citing a deed showing Enten as property owner. The court, citing Business Corporation Law § 906 (b) (2), ruled that upon merger, all property vests in the surviving corporation, absolving Enten of liability. The order to dismiss the complaint was affirmed.

NegligencePersonal InjuryCorporate MergerCorporate LiabilityWorkers' CompensationProperty OwnershipMotion to DismissAppealAffirmationBusiness Corporation Law
References
1
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