Business Law Commercial Transaction Committee

In Carrozza v. CVS Pharmacy, Inc., 992 F.3d 44 (1st Cir. 2021), the First Circuit held that under Massachusetts law, a pharmacist correctly filling a prescription could not be held liable for damages suffered by the patient under a claim for breach of implied warranty under the Uniform Commercial Code. Read more

Finding that prior authority to the contrary had been overruled by subsequent United States Supreme Court and state court decisions, a California Court of Appeal recently held that California’s Rosenthal Act (similar to but broader than the federal Fair Debt Collection Practices Act (FDCPA)) can apply to a nonjudicial foreclosure. Read more

A Bankruptcy Court in the Eastern District of New York recently held that a litigation finance company did not hold an effective assignment of a debtor’s interest in settlement proceeds that did not exist on the petition date nor did it have a secured claim, even in funds subject to debtor’s exemption. Read more

In Carrozza v. CVS Pharmacy, Inc., 992 F.3d 44 (1st Cir. 2021), the First Circuit held that under Massachusetts law, a pharmacist correctly filling a prescription could not be held liable for damages suffered by the patient under a claim for breach of implied warranty under the Uniform Commercial Code Read more

Finding that prior authority to the contrary had been overruled by subsequent United States Supreme Court and state court decisions, a California Court of Appeal recently held that California’s Rosenthal Act (similar to but broader than the federal Fair Debt Collection Practices Act (FDCPA)) can apply to a nonjudicial foreclosure. Read more

The United States Bankruptcy Court for the Western District of Louisiana recently ruled in a preference action against an insurance premium financier that (1) the financier’s lien on unearned premiums was perfected under Louisiana law and (2), resolving a split in authority in favor of the financier, it was sufficient to defeat a preference if the financier was fully secured on the date of each transfer, even if not fully secured on the petition date. Read more

The United States Bankruptcy Court for the Eastern District of Washington upheld several different release and exculpation clauses in confirming a Chapter 11 plan over the objection of the United States Trustee. Read more

The United States Court of Appeals for the Third Circuit recently ruled that a triangular arrangement which allowed for set off of money the debtor owed to a company’s affiliate against what the parent company owed to the debtor was not allowed under section 553 because the necessary mutuality was not present, despite the fact that such arrangement was enforceable as a set off under state law Read more

In In re Kramer, ___ B.R. ___, 2021 Bankr. LEXIS 358 (Bankr. N.D. Ok.. February 16, 2021) (“Kramer”), relying on a systemic application of Oklahoma contract law and the relevant statute, the United States Bankruptcy Court for the Northern District of Oklahoma (the “Court”) denied the Chapter 7 trustee’s motion to sell the debtor’s interest in a handful of LLCs over the objection of the debtor and the other members because the trustee’s sale violated various terms of the governing operating agreements. Read more

Dear members of the constituency list of the Commercial Transactions Committee: The following is an update analyzing a recent case of interest: Bankruptcy Court Denies Enforcement of Clause Limiting Liability of Amazon Services as Damages Unascertainable at Time of Agreement and as Against Public Policy A bankruptcy court in Arizona denied enforcement of a clause limiting the liability of Amazon Services LLC in transactions arising under the Amazon Services Business Solutions Agreement (Agreement), ruling that at the time the Agreement… Read more