Zapata v. McHugh, 2017 Neb. LEXIS 48 (3/31/17).  The Nebraska Supreme Court ruled that that the plaintiff, an assignee of a cause of action belonging to an LLC, had to be represented by counsel. 

Tulino v. Tulino, 2017 N.Y. App. Div. LEXIS 1572 (3/1/2017).  The New York appellate court ruled that where a 50% shareholder sued the other 50% shareholder for breach of fiduciary duties and the plaintiff voluntarily discontinued the suit without prejudice, the defendant was not entitled to indemnification under Sec. 723 of the corporation law as the defendant was not successful on the merits in defense of the action.

Southern Railway Co. v. Dolan, 2017 Mo. LEXIS 66 (2/28/17).  The Missouri Supreme Court held that a foreign corporation does not consent to the general jurisdiction of Missouri’s courts by qualifying to do business and appointing a registered agent. 

Doermer v. Callen, 847 F.3d 522 (7th Cir. 2017), decided 2/1/17.  The 7th Circuit Court of Appeals ruled that a director of an Indiana nonprofit corporation cannot bring a derivative suit. 

Powers v. Deeazbros, LLC, 211 So.3d 122 (Fla. App. 2017), decided 2/1/17.  The Florida Court of Appeal ruled that where an LLC’s operating agreement had a venue clause stating that an action arising out of the agreement could be brought in any Florida court, the trial court should not have transferred venue.

Battery Alliance, Inc. v. Allegiant Power, LLC, 2017 Tenn. App. LEXIS 53 (1/30/17).  The Tennessee Court of Appeals ruled that a Florida LLC could maintain its counterclaim in Tennessee even though it had not qualified to do business.

Frechter v. Zier, C.A. No. 12038 (Del. Ch. 1/29/17). The Delaware Chancery Court ruled that a board of directors could not amend the bylaws to provide that directors could only be removed by a two-thirds stockholder vote. 

Gallagher v. Best Western Cottontree Inn, 388 P.3d 57 (Idaho 2017), decided 1/19/2017, the Idaho Supreme Court ruled that an LLC could not be estopped from asserting a statute of limitations defense due to its failure to file a certificate of assumed name. 

Swart Enterprise, Inc. v. Franchise Tax Board, 2017 Cal. App. LEXIS 21 (1/12/17). The California Court of Appeal held that an Iowa corporation that made a small investment (0.2 percent) in a California manager-managed LLC was not doing business in California for franchise tax purposes and was not required to file a corporate franchise tax return and pay the minimum franchise tax.  

IOENGINE, LLC v. Interactive Media Corp., 2017 U.S. Dist. LEXIS 758 (D. Del. 1/4/2017). An LLC’s certificate of formation was filed the day after it executed an agreement assigning a patent.