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

Case No. 2018 NY Slip Op 28137
Regular Panel Decision
Apr 27, 2018

Matter of Xerox Corp. Consolidated Shareholder Litig.

The case concerns a proposed transaction where Fujifilm Holdings Corp. would acquire a 50.1% controlling interest in Xerox Corp. for no cash payment to Xerox shareholders. Major Xerox shareholders, including Darwin Deason and several pension funds, sought preliminary injunctions, alleging that Xerox CEO Jeff Jacobson was conflicted during negotiations, prioritizing his self-interest in retaining his CEO position, and that the Xerox Board failed its fiduciary duties by approving a deal disproportionately favorable to Fuji. The court found a likelihood of success on claims that Jacobson breached his fiduciary duties and that the Board failed to properly supervise him, leading to a "cashless acquisition" for Fuji, which the court stated "enabled Fuji to 'take control of Xerox without spending a penny.'" Consequently, the court granted preliminary injunctions, enjoining the proposed transaction and mandating the waiver of Xerox's advance notice bylaw deadline to allow shareholders to nominate an alternative slate of directors, allowing shareholders a fair opportunity to consider nominations given the material, post-deadline changes and the egregious terms of the proposed control transfer.

Shareholder LitigationPreliminary InjunctionFiduciary Duty BreachCorporate GovernanceMerger and AcquisitionAdvance Notice BylawProxy ContestConflicted CEOBoard of DirectorsCorporate Control
References
20
Case No. MISSING
Regular Panel Decision

Consolidated Flooring Corp. v. Environmental Control Board

The case involves a petitioner contractor found to have violated asbestos control program regulations by the Environmental Control Board. The violation stemmed from disturbing asbestos without proper containment and protection measures. The court reviewed the determination, confirming the Board's findings. Consequently, the petitioner's request was denied, and the related CPLR article 78 proceeding was dismissed. The court emphasized that asbestos abatement regulations apply even when the presence of asbestos is not initially suspected.

asbestos controlenvironmental regulation violationcontractor liabilitypublic health and safetyworker protectionadministrative determination reviewjudicial review of agency actionArticle 78 proceedingregulatory complianceasbestos abatement activities
References
2
Case No. 13-08-00589-CV
Regular Panel Decision
Nov 10, 2010

National Union Fire Insurance Company of Pittsburgh, Pa and Industrial Risk Insurers v. John Zink Company Fisher Controls Company, Inc. Fisher Controls International, Inc. Fisher Controls Installation and Service Company And Valtek, Inc.

This litigation, stemming from refinery explosions and fires in the 1980s, involved an appeal by National Union Fire Insurance Company and Industrial Risk Insurers (the Insurers) against various contractors (the Contractors). The Insurers, as subrogees of Valero Energy Corporation, sought damages for product liability, negligence, breach of contract, and Deceptive Trade Practices Act (DTPA) violations. The core legal dispute centered on whether the Contractors qualified as 'subcontractors' under a master contract between Valero and M.W. Kellogg Construction Company, which contained extensive waiver and release provisions. The appellate court affirmed the trial court's final summary judgment, concluding that the Contractors were indeed subcontractors, the express negligence doctrine did not apply to the post-act release, and Valero had validly waived its DTPA claims, thereby binding its subrogees.

Contractual WaiversSubrogation RightsSummary Judgment AppealExpress Negligence RuleDeceptive Trade Practices ActParol Evidence Rule ApplicationJudicial AdmissionsConstruction ContractsInsurance LitigationThird-Party Beneficiary
References
31
Case No. MISSING
Regular Panel Decision

Johnson v. Fulton Sylphon Division, Robertshaw Controls Co.

Willie J. Johnson, a black male, filed a Title VII lawsuit against his employer, Fulton Sylphon Division of Robertshaw Controls Company, alleging racial discrimination regarding a denied transfer to the Numerical Control Department and subsequent retaliatory discharge. Johnson claimed he was denied promotion due to his race and fired in retaliation for his protected activities. The defendant argued that Johnson's excessive absenteeism, poor work performance, and lack of qualifications were legitimate, non-discriminatory reasons for its decisions. The court found that Johnson failed to establish a prima facie case of discrimination, concluding he was not qualified for the transfer due to his consistent poor work record. Furthermore, his discharge was found to be a result of his ongoing absenteeism and uncooperative attitude, not retaliation. The court ruled in favor of the defendant.

Racial DiscriminationEmployment DiscriminationTitle VIIRetaliatory DischargeAbsenteeismPoor Work PerformancePrima Facie CaseMcDonnell Douglas TestPretextStatistical Evidence
References
18
Case No. 06-15-00051-CV
Regular Panel Decision
Mar 23, 2015

Mary Flentge McAuley, Willie O. Flentge, Jr., and Charles Ray Flentge v. Carl Dean Flentge, Independent of the Estate of Laverna Flentge, Carl Dean Flentge, David Flentge and Daniel Junek, Independent of the Estate of Willie Otto Flentge, Sr., Individually, and as Shareholders and on Behalf of W.L. Ranch, Inc

The case involves a shareholder derivative suit and declaratory judgment action. Cross-Appellants, who are majority shareholders, are appealing a trial court's directed verdict that denied their claims for breach of fiduciary duties against Cross-Appellees. The Cross-Appellants allege that the Cross-Appellees, acting as corporate officers and purported directors of W.L. Ranch, Inc., engaged in ultra vires acts including misappropriating corporate property, filing false statements, increasing their own share interests, and unauthorized management. The Cross-Appellants argue that they presented sufficient evidence of breach of fiduciary duties and "benefits" gained by Cross-Appellees, shifting the burden of proof to Cross-Appellees, who failed to demonstrate fairness. The trial court's erroneous directed verdict, which was based on a perceived lack of economic damages, also precluded Cross-Appellants from claiming statutory reimbursement for attorney's fees under the equitable common fund doctrine for actions that substantially benefited the corporation.

Shareholder Derivative SuitBreach of Fiduciary DutyDirected Verdict AppealCorporate GovernanceFiduciary Duty of OfficersFiduciary Duty of DirectorsCorporate MisappropriationUltra Vires ActsCorporate Property DisputeShareholder Rights
References
53
Case No. MISSING
Regular Panel Decision

International Union v. Johnson Controls, Inc.

Robert Sullivent filed a wrongful discharge lawsuit against his employer, Johnson Controls, Inc., under the Texas Workers’ Compensation Act. The trial court initially granted summary judgment in favor of Johnson, which Sullivent subsequently appealed. Concurrently, Sullivent's union initiated grievance arbitration, which also concluded in favor of Johnson. Johnson then sought to dismiss Sullivent's appeal, arguing the arbitration decision preempted the state action. The court of appeals agreed and dismissed the appeal. However, a higher court reversed this decision, stating that state causes of action regarding labor disputes are permissible if they do not require interpretation of collective bargaining agreements, thereby ruling that Sullivent's action was not preempted and remanding the case for further consideration.

Wrongful dischargeWorkers' Compensation ActArbitration preemptionCollective bargaining agreementState law preemptionFederal preemptionSummary judgmentAppellate reviewWrit of errorRemand
References
3
Case No. MISSING
Regular Panel Decision

Claim of Chirino v. Sanitary Controls, Inc.

This case concerns appeals from Workers’ Compensation Board decisions that upheld the State Insurance Fund's cancellation of a workers’ compensation policy for Sanitary Controls, Inc. due to nonpayment. The Fund sent a cancellation notice on November 23, 1976, effective December 11, 1976. Sanitary received it eight days before the effective date. Concurrently, Sanitary filed for bankruptcy, and a court order stayed proceedings against it but did not explicitly stop the policy cancellation. The appeals court affirmed the Board’s decision, holding that service of cancellation is effective upon mailing, not receipt, as per Workers’ Compensation Law § 54, subd 5, and that the bankruptcy filing did not negate Sanitary’s insurance obligations.

Policy CancellationNonpayment of PremiumBankruptcy LawService of NoticeInsurance LiabilityAppellate ProcedureStatutory InterpretationEmployer ObligationsInsurer ObligationsBoard Decisions
References
4
Case No. 03-04-00632-CV
Regular Panel Decision
Mar 17, 2006

State of Texas v. Precision Solar Controls, Inc.

The State of Texas, representing TxDOT, sued Precision Solar Controls, Inc., for breach of contract and warranty regarding allegedly defective traffic signals. Precision Solar filed a counterclaim for business disparagement, asserting the State waived sovereign immunity by initiating the suit. The trial court denied the State's plea to the jurisdiction. The appellate court affirmed, holding that by filing suit, the State waives its sovereign immunity against germane counterclaims, even if they are intentional torts, as the core facts concerning the signals' quality and warranty performance are common to both claims.

Sovereign ImmunityGovernmental ImmunityWaiver of ImmunityCounterclaimsBusiness DisparagementBreach of ContractBreach of WarrantyPlea to JurisdictionAppellate ReviewTexas Law
References
31
Case No. 14-02-01252-CV
Regular Panel Decision
Nov 20, 2003

Anchor Fumigation & Pest Control, Inc. v. Conrad Cortes

Conrad Cortes (appellee) sued his former employer, Anchor Fumigation and Pest Control, Inc. (appellant), alleging disability discrimination and workers’ compensation retaliation. A default judgment was entered against Anchor due to its failure to file an answer. Anchor appealed the denial of its motion for a new trial, arguing its failure to answer was due to mistake. The court affirmed the trial court's decision, finding that Anchor did not provide competent proof that its agent's failure to file an answer was accidental and not a result of conscious indifference, thus failing to meet the Craddock requirements for a new trial.

Default judgmentMotion for new trialAppellate reviewAbuse of discretionConscious indifferenceMistakeMeritorious defenseWorkers' compensation retaliationDisability discriminationTexas civil procedure
References
14
Case No. 034765412M
Regular Panel Decision

McAtee v. Environmental Control Board of the Department of Environmental Protection

The petitioner, Darin E McAtee, sought to annul a New York City Environmental Control Board (ECB) determination that found him in violation of Administrative Code § 28-404.1 and imposed a $4,800 fine. The violation stemmed from a window washing company hired by McAtee, whose worker lacked a rigger's license. McAtee argued that the Administrative Code section was vague as applied to nonsupervisory homeowners and that New York Labor Law preempted local laws regarding window washers. The court found that the ECB's interpretation of the statute had no rational basis, as the code's language did not apply to homeowners who neither hoisted nor supervised the work. Consequently, the court granted McAtee's petition, annulled the ECB's determination, and dismissed the notice of violation.

Workers' CompensationAdministrative LawJudicial ReviewStatutory InterpretationHomeowner LiabilityBuilding CodesRigger LicenseDue ProcessPreemptionNew York City
References
12
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