Jenner & Block

Complex Commercial Litigation

Complex Commercial Litigation Engagements

Litigation Arising from Corporate Deals

  • Representation of Ventas, a S&P 500 healthcare real estate investment trust, in Ventas, Inc. v. HCP, Inc. (W.D. Ky.), a suit for tortious interference arising out of Ventas’ acquisition of a publicly traded healthcare REIT. The three-week jury trial resulted in a $101 million verdict for Ventas. In May 2011, the U.S. Court of Appeals for the Sixth Circuit not only affirmed the compensatory damages award, but also reversed and remanded for trial the district court’s decision precluding Ventas from seeking punitive damages.
  • Representation of L-3 Communications Corporation before the U.S. Court of Appeals for the Second Circuit, successfully obtaining a reversal of the District Court’s $126 million jury verdict holding that L-3 Communications owed a fiduciary duty to a joint purchaser.  The Second Circuit held that plaintiff failed to establish the existence of a fiduciary duty based on a mutually beneficial transaction and certain oral statements. 
  • Representation of SPX Corporation in defense of a suit filed by VSI Holdings seeking to compel SPX to complete a $197 million acquisition of VSI, or pay damages to VSI and its shareholders under a Material Adverse Change provision.  During trial, VSI settled its claims for a fraction of its pre-trial damages estimates.

Joint Venture and Partnership Disputes

  • Representation of NHC/Equity Lifestyle Properties in enforcing a buy-sell provision in a partnership agreement related to the disputed ownership of a $215 million portfolio of RV parks which had been sold to a publicly held company based on disputed “waterfall distribution” calculations.  The case was tried to verdict in Delaware Chancery Court on a fast track within 60 days of the filing of the complaint. 
  • Representation of the Lachmar Partnership in an arbitration claim for approximately $860 million in damages related to the transportation of liquefied natural gas from Algeria to the United States.  After the arbitration hearing concluded, Lachmar settled its claim for a substantial amount.
  • Representation of a large industrial company in two separate disputes over a long-term partnership agreement and related supply agreement.  Both disputes were arbitrated to awards in favor of our client.

Financial Institutions Litigation

  • Representation of the Examiner in the bankruptcy proceedings of Lehman Brothers Holdings, Inc., reported to be the largest bankruptcy in U.S. history.
  • Successfully represented STMicroelectronics in arbitration and in subsequent appeals to the 2nd Circuit in obtaining a $431 million award in a suit against Credit Suisse, where a FINRA panel ruled that the bank placed hundreds of millions of dollars belonging to STMicroelectronics into risky, unauthorized auction-rate securities, rather than into student loan securities as the bank had been instructed to do by STMicroelectronics.  The $431 million award is the largest award in FINRA history.
  • Representation of a liquidating trustee in adversary proceeding brought by a bank that had invested $189 million in securitization of delinquent credit card debt.
  • Representation of a securitized lender in a dispute with a creditor for sums in excess of $100 million.  The successful representation of our client required the trial team to reconstruct a series of complex financial transactions related to unconditional obligations to pay contracts.  The matter was settled on the eve of trial with substantial recovery for our client.

Fraud in Commercial Transactions

  • Representation of Daniel Freeland, the bankruptcy trustee of Consolidated Industries, in a fraudulent transfer, preference, breach of fiduciary duty, and alter ego case against Consolidated’s parent company, Enodis Corporation, the largest food equipment manufacturer in the world.  Enodis looted cash from Consolidated over a ten year period.  The court found that all of the transfers challenged in the complaint were fraudulent, resulting in a $52 million judgment in favor of the trustee.  After the Seventh Circuit Court of Appeals affirmed most of the trial court’s judgment, the parties entered into a settlement worth $70 million in cash and a release of claims with a face value of approximately $20 million – a settlement amount significantly higher than the judgment obtained at trial.
  • Representation of Chapter 11 Trustee of Sentinel Management Group, Inc., a Northbrook, Illinois-based cash management firm that filed for bankruptcy protection after freezing customer redemptions.  Sentinel’s records revealed that it had more than $1 billion in liabilities and a significant shortfall in liquid assets available to pay those liabilities.  We represented the Chapter 11 trustee, Frederick J. Grede, in all aspects of this significant fraud case, including an extensive investigation into wrongdoing on the part of the company’s insiders.  The Firm evaluated claims against third parties in an attempt to recover sufficient assets to pay more than $1.2 billion in Sentinel liabilities to customers and creditors.
  • Representation of Albert Togut, the Chapter 7 Trustee of Refco, LLC, acting as his special counsel with respect to matters including the sale of Refco, LLC’s business and commodities bankruptcy advice in connection with the liquidation of Refco’s residual assets.  Refco, LLC was the most significant regulated subsidiary of Refco, Inc., and prior to its demise held more than $7 billion in public customer funds and property.  Refco, LLC’s case is believed to be the largest Chapter 7 case ever filed, and Jenner & Block assisted the trustee in recovering almost $1 billion for distribution to creditors.
  • Representation of Adelphia Recovery Trust as General Counsel.  The Trust is a litigation trust formed to prosecute Adelphia’s claims against numerous entities that allegedly assisted the Rigas family in perpetrating a massive financial fraud against Adelphia.  As General Counsel, the Firm handles all of the Trust’s tax, corporate, and securities matters in addition to serving as counsel to the Trust on litigation matters.
  • Representation of McDermott, Incorporated in a successful defense against an attempt by asbestos plaintiffs to void the transfer to McDermott of $622 million in assets from McDermott’s subsidiary, The Babcock & Wilcox Company.  This victory is an important step in the resolution of the bankruptcy proceedings of Babcock & Wilcox occasioned by asbestos claims litigation.
  • Representation of SPX Corporation in a commercial arbitration where the arbitrator issued an award in favor of SPX in the amount of approximately $44 million.  The arbitrator also ruled in favor of SPX on respondent’s claims for fraud and breach of a related patent litigation settlement agreement.
  • Representation of ConverDyn in ConverDyn v. Blue, et al. (D. Colo.) a suit for RICO, fraud and breach of contract involving a long-term uranium supply agreement.  The case was successfully settled shortly before trial. 

Complex Contract Disputes

  • Representation of the seller of a plant designed to manufacture liquefied natural gas containment systems in a summary judgment action in which the buyer had sought millions in damages on a variety of breach of contract, fraud and other tort claims.
  • Representation of Pharmacia Corporation in a series of disputes arising out of the sale of contaminated bulk pharmaceuticals subject to a regulatory recall.  The matter involved a combination of litigation against the supplier and mediated resolutions with downstream customers.  The outcome was a recovery for the client of damages and attorneys’ fees while at the same time preserving supplier relationships with business customers.
  • Representation of an investor in an arbitration regarding a highly structured real estate investment, in a dispute over the parties’ agreement to allocate losses in the event that the proceeds from the sale or other disposition of a portfolio of high rise office buildings in New York City securing the investments were not sufficient to cover the loans.
  • Representation of Constellation Management Group Inc., in arbitration proceedings against a large retail drug company regarding the breach of a contract.  We obtained an award for our client that included both present and future commission damages based on the sales of proprietary brands.  The arbitrator also granted CMG attorneys' fees and costs as the prevailing party.
  • Representation of Exelon Generation in litigation against the U.S. Department of Energy for DOE’s breach of its contractual obligation to remove spent nuclear fuel from the client’s nuclear stations.  The case resulted in a settlement in which the U.S. Government agreed to reimburse Exelon Generation for costs associated with the storage of spent nuclear fuel at the company’s nuclear stations, which has amounted to a $163 million recovery for our client.
  • Representation of a client in a six-week trial against DirecTV, Hughes Electronics and General Motors in which we obtained a $133 million jury verdict, which the court increased to a $181 million judgment, in a case arising from a breach of contract with respect to a private label financing program for satellite TV systems.
  • Representation of Honeywell International Inc. in an arbitration over a longstanding dispute concerning Sunoco’s breach of its duty of good faith and fair dealing under a petrochemical supply agreement.  The arbitrator held that Sunoco had created an inflated, sham price and awarded Honeywell more than $75 million in damages.
  • Representation of Motorola, Inc. in a dispute with Japanese supplier NDK America Inc.  The case involved a warranty dispute relating to OnStar GPS systems and the recall of over 300,000 vehicles.  After extensive fact development and numerous aggressive settlement discussions spanning one year, our client realized an eight-figure settlement from NDK without filing a lawsuit. 
  • Representation of JMB Realty Corporation in a multimillion dollar claim against Cadillac Fairview, a large Canadian real estate investment entity, regarding Cadillac Fairview’s termination of two advisory agreements for services that JMB provided to Cadillac Fairview.  The case was settled favorably to our client during jury deliberations after a full trial.
  • Representation of Galileo International, a provider of electronic airline reservation services, in an UNCITRAL arbitration against United Airlines.  Our client won the right to terminate the contract with United as the result of the arbitration.  The Firm also successfully represented Galileo in contested state court proceedings to confirm the arbitration award.
  • Representation of Steelcase in Steelcase Inc. v. Mar-Mol Co., et al. in a federal bench trial in the Western District of Michigan involving dealer termination and a contract dispute involving a (now) former dealer of Steelcase products in Puerto Rico.  We obtained a $10 million judgment for Steelcase.
  • Representation of the Kennedy family, as owners of the Chicago landmark Merchandise Mart building, in a two-month trial and in the Illinois Appellate Court, regarding the lender’s claim for a prepayment penalty associated with the sale of the property.  The Appellate Court affirmed the trial court’s $53 million judgment in favor of our client.  
    Representation of a Fortune 100 company in a $300 million arbitration claim brought by a supplier who alleged our client failed to use its best efforts; after a 12 day hearing the arbitration tribunal found entirely in favor of our client.
  • Representation of the Blue Cross and Blue Shield Association in its successful contract and trademark case against Blue Cross and Blue Shield of Ohio and Columbia/HCA.