Barbara B. Edelman

Experience

James A. Thompson and T.R. Technologies Ky, Inc. v. Edward L. Underwood, Crescent Capital Investments, Inc., et al.

In this matter, the former owner of T.R. Technologies brought a claim for breach of contract, among other claims, stemming from his sale of a majority interest in his company to the defendants. The plaintiff was retained on a consulting basis to advise on the business. The defendants later determined that certain wrongdoings had occurred and terminated the plaintiff from his consulting position. The plaintiff sued for breach of contract. We represented the defendants and filed counterclaims against the plaintiff for fraud, breach of fiduciary duty and negligent misrepresentation. The parties were seeking over $10,000,000 in damages. The case was settled.

Anonymous Plaintiffs v. Large National Coal Company

Our firm represented a large national coal company in its claims for breach of contract, fraud, misrepresentation and tortious interference with contract involving multiple coal contracts and assignments of contract for coal for a power company's North Carolina generating station. A settlement was ultimately reached.

Papa John's International, et al. v. Gary McCoy

This is a case on appeal from the Floyd Circuit Court seeking a ruling on whether a franchisor with no involvement in its franchisee's day-to-day operations can be liable for torts allegedly committed by the franchisee's employees. We filed an amicus brief on behalf of the Kentucky Chamber of Commerce supporting Papa John's position. The case has been argued to the Kentucky Supreme Court and we are awaiting a decision.

Former Council Member v. Former Vice-Mayor

The plaintiff was a former Lexington-Fayette Urban County Government council-member who brought claims against our client, the former Vice-Mayor of the Lexington-Fayette Urban County Government. In his claim, the plaintiff has alleged claims of defamation, tortious interference and abuse of process. We were successful in getting the case dismissed by the trial court on summary judgement which was recently affirmed by The Kentucky Court of Appeals.

Jaguar Cars, Inc. v. Blackhorse Motors

Our firm represented Jaguar in a significant claim for breach of contract, RICO and fraud claims arising from a Jaguar dealer's conduct in submitting invalid warranty claims to the manufacturer. A favorable settlement was reached prior to trial.

Jaguar Cars, Inc. v. Kentucky Motor Vehicles Commission

Our firm represented Jaguar in a claim alleging that the Commission was biased in favor of dealers and against manufacturers which prevented Jaguar from receiving a due process hearing before the Commission on its application to terminate the franchise of a Jaguar dealer. Jaguar prevailed, and this decision was affirmed on appeal in a published decision (Jaguar v. Cottrell, 1999 WL 34749489), with Jaguar also subsequently receiving an award of attorneys fees.

Resource Sales, Inc., Allied Resources, Inc., Cochise Coal Co., Inc. and SMCC, Inc. v. Louisville Gas & Electric Co. and Kentucky Utilities Co.; Resource Sales, Inc., Allied Resources, Inc., Cochise Coal Co., Inc. and SMCC, Inc. v. Western Kentucky Energy

These companion cases concern disputes over two coal supply agreements. The coal producer declared force majeure and shut down one of its coal mines, thereby reducing (and ultimately stopping) all coal deliveries to our utility clients. Thereafter, our clients had to purchase coal at significantly higher prices than under the agreements, leading to approximately $50 million in damages our utility clients now seek to recoup. The cases seek a declaratory judgment as well as breach of contract claims.

Restaurant Franchise Owner v. Landlord

In this dispute, we represented an owner of a restaurant franchise in a dispute against a landlord over a lease valued in excess of $5,000,000. Claims were made for breach of contract, injunctive relief and a declaratory judgment action. Following an injunction hearing in which our client was successful in enjoining the defendants, the case was settled.

Anonymous Plaintiffs v. ESOP Plan Trustees

In this case, we represented two plan trustees of an ESOP on claims that were brought against them for breach of fiduciary duty and claims challenging the value of stock which had been sold by the plan trustees to the ESOP. The plaintiffs were seeking over $30,000,000. Our representation of our clients began after judgment had been entered against the defendants on liability, but prior to a determination of damages. The matter was settled.

Ticona Polymers, Inc. v. Solutia, Inc.

This case involved claims of breach of contract and breach of duty of good faith and fair dealing over a dispute involving a long term supply contract.  The matter was disposed of on summary judgment; an appeal is pending.

Solutia Inc. v. FMC Corporation

We advised the client with respect to all aspects of the case, which was originally filed in State Court in St. Louis, then dismissed and re-filed in the US Bankruptcy Court in NY following the client's Chapter 11 filing. The U.S. District Court withdrew the reference and assumed jurisdiction of the claims. We litigated these claims for a fraction of the cost that would have been incurred by New York counsel, and achieved a very favorable settlement for the client.  The settlement  was approved by the Bankruptcy Court without objection from any constituency in the bankruptcy. Following approval of the settlement by the Bankruptcy Court, all claims were dismissed.

Sue Spencer v. Feather, Inc.

Our firm won a defense verdict at a jury trial on behalf of our client, Feather, Inc., who had been sued by the plaintiff on Title VII claims for same sex harassment and retaliation.

Thomas & King, Inc. v. Ronald T. Reynolds consolidated with Ronald T. Reynolds v. Thomas & King, Inc.

These consolidated cases concerned allegations by a minority shareholder of Thomas & King, Inc., the country's 8th largest restaurant franchise company, of improper management and self-dealing by our clients, members of the company's Board of Directors. Among the contested actions is a share offering plan that resulted in the ownership dilution of the minority shareholder and the cessation of payments to the minority shareholder under a non-compete agreement. Dinsmore took the lead on all discovery matters, managed a document production comprising well over two hundred thousand pages in paper and electronic form, and handled all aspects of discovery involving seven expert witnesses on valuation, corporate governance and restaurant-related issues. We won a motion to dismiss several counts of the plaintiff's Amended Complaint, and a motion for summary judgment on specific allegations of wrongdoing, resulting in the dismissal of all derivative claims and a limitation of direct claims to those relating solely to the share offering. Our Daubert motion succeeded in precluding any testimony from the minority shareholder's liability expert. We filed new dispositive motions on the remaining claims. The matter settled a few weeks prior to trial.

Host Communications, Inc. v. Sprint Communications, Inc.

Our firm represented Host Communications, Inc. in a declaratory judgment action as to whether Host was responsible to pay Sprint for certain telephone services supplied Host for various sites and facilities during the NCAA Tournament pursuant to the terms of Sprint's NCAA Corporate Partner Agreement, or whether the filed rate doctrine permitted Sprint to charge Host a rate higher than agreed upon by the parties. A favorable settlement was reached.

Big Sandy Company, L.P. v. Sidney Coal Company and Cliffs Mining

Our firm represented Big Sandy, the owner of land in Eastern Kentucky, for breach of contract and other tort claims seeking proper payment of delinquent coal royalties and seeking to terminate a long term lease for failure to pay these royalties. In a split decision, an arbitration panel ruled that, while the lease could not be terminated, Sidney Coal Company had breached the lease and ordered Sidney to pay overdue royalties to Big Sandy.

Breach of Fiduciary Duties

Our client and certain fellow minority investors sold an electronic manufacturing services company, to a global electronic manufacturer which renamed the business. Two former executives with the selling company remained in the employ of the new company in lesser capacities. Upon the sale, our client executed a non-compete agreement, as did the two former executives as employees of the new company. Following the expiration of his non-compete agreement, our client invested in a new business, and hired the two executives to join him at his new firm. The company sued our client and the two executives for purportedly violating fiduciary duties, breaching contracts, and misappropriating the company’s trade secrets, employees and customer relationships. We assumed responsibility for this matter after a preliminary injunction hearing was held in which our client and the two executives were represented by prior counsel, at which an injunction was entered against one of the executives. Upon our entry into the matter, we moved for a judgment on the pleadings and secured the dismissal of three counts of the six-count complaint, preventing the company from pursuing any of our three clients in connection with the operations of the new business. We further obtained a dissolution of the injunction upon the executive, allowing him to serve as the chief executive of the new business. The company filed an interlocutory appeal of these rulings, but did not secure its requested emergent relief from the Kentucky Court of Appeals. The company opted not to pursue the remaining breach of fiduciary duty-related claims, and the case was dismissed in full.

City of Cold Spring v. Kentucky League of Cities, Inc., et al.

Via a purported class action complaint, the City of Cold Spring, Kentucky filed a shareholder derivative suit against Kentucky League of Cities, Inc. and its affiliates (collectively, "KLC") concerning various alleged transactions identified in an audit report prepared by Kentucky State Auditor, Crit Luallen. In addition to the derivative action, Cold Spring also brought a separate class action alleging direct personal injury against KLC and the 27 individually­ named KLC board members, who are all current or former mayors of cities throughout Kentucky, and former executives. Cold Spring, seeking to certify a class of nearly 400 cities and municipalities with an interest in KLC, contends that KLC and its directors and officers breached various fiduciary duties to KLC's member cities, misappropriated corporate funds, wasted corporate assets, and made unauthorized loans to directors and officers. On a joint motion to dismiss filed by KLC and the individual defendants, the Fayette Circuit Court construed the law in KLC's favor, dismissing the class action and derivative suit.

Large National Coal Company v. Power Producer

Our firm represented the Plaintiff in this lawsuit, a large national coal company, for bad faith breach of a long term requirements contract which resulted in significant reductions in the tonnages of coal purchased from our client. A favorable settlement was reached while the case was pending in arbitration.

Bankruptcy Trustee v. Thoroughbred Farm Owner

Defended fraudulent conveyance claims filed over transfer of property.

Class Action Plaintiffs v. Credit Company and Law Firm

This was a class action claim against our client, a law firm, in which the plaintiff alleged violations of the Fair Debt Collection Act in collection proceedings. The plaintiffs sought in excess of $20,000,000. After discovery, we successfully obtained summary judgment on behalf of our client.

City of Maysville v. Commonwealth of Kentucky, Finance and Administration Cabinet

In this matter, we represent an organization of municipal governments across the Commonwealth of Kentucky. On behalf of our client, we filed a declaratory judgment action for interpretation of Kentucky funding statutes seeking a declaration from the Franklin Circuit Court that the statutes required that certain court fees be provided to Kentucky cities, rather than to Kentucky Sheriff's offices. The Franklin Circuit Court ruled in favor of our client on a Motion for Judgment on the Pleadings. The opponent appealed to the Kentucky Court of Appeals, and the case was ultimately settled in our client's favor.

Douglas Industries, Inc. and JAIR United, Inc. v. Lear Siegler Services, Inc.

Our firm defended Lear against claims that it had failed to pay $2.5 million owed to the plaintiffs for repairs they allegedly completed and parts they allegedly supplied on Lear's behalf to the Kingdom of Saudi Arabia and the Royal Saudi Air Force for F-5 aircraft and J-785 engines under certain U.S. defense contracts. A favorable settlement was reached prior to trial.

Former Client v. Kentucky Law Firm

Defended law firm and its partners in a matter involving coal property valuation issues.

Francine Jackman, et al. v. Check Into Cash of Kentucky

This is a class action claim brought against our client and its principal, alleging that certain transactions by the clients violated Kentucky deferred deposit statutes and constituted violations of Kentucky usury laws. The parties litigated this matter for a number of years. Portions of the case were appealed to the Sixth Circuit Court of Appeals, where we were successful on behalf of our clients in affirming a ruling by the lower district court that certain members of the purported class were ordered to arbitrate their claims rather than litigate them. This ruling was affirmed by the Sixth Circuit Court of Appeals. The plaintiffs' petition for writ of certiorari to the U.S. Supreme Court was denied. Later, the US District Court initially ruled that class certification would be denied, but later reversed itself and certified the class. The plaintiffs were seeking in excess of $40,000,000. The case was settled following the certification of the class.

Automobile Parts Manufacturer v. Health Insurer

We represented a manufacturer of automobile parts in a claim against its health insurer for breach of contract, breach of fiduciary duty and negligent misrepresentation in a dispute over the defendant's alleged failure to provide insurance coverages as promised. Our client sought over $1,000,000 in damages. The matter was settled.

Defended against claims of wrongful discharge and defamation stemming from sexual harassment investigation

An employee of our client Pamida, a former chain of department stores, was terminated following an investigation into claims of sexual harassment. The employee alleged that he was terminated as a result of reporting his concerns about “waste, fraud and abuse,” including the sale of out-dated over-the-counter medicine, and he filed a suit against our client claiming wrongful discharge in violation of public policy and defamation resulting from the investigation. We thoroughly investigated the claims, and determined that the employee’s termination was valid. We then obtained summary judgment on all the claims. Stargle v. Pamida, Inc., 2007 U.S. District LEXIS 50579 (W.D. Ky. 2007).

Defended an employer who faced claims of gender discrimination and retaliation from a former employee

We represented CHA Health in a matter when an employee filed suit after resigning her employment and was not rehired for her position after reapplying approximately one month later. After failing to be re-hired, the employee filed suit alleging that our client violated Kentucky’s Civil Rights Act and Equal Pay Act. She later amended her claims to include an allegation that she was not re-hired because of her sexual orientation, which she framed under a gender discrimination/sexual stereotyping theory, saying that she did not conform to gender and sexual stereotypes. The Kentucky Court of Appeals upheld summary judgment in favor of our client, and the Kentucky Supreme Court denied the plaintiff’s filing for discretionary review. Crockett v. CHA HMO, Inc., 2008 Ky. App. LEXIS 103 (Ky. App. 2008).