FKA

In 1974 Signal Companies sold its Signal Oil and Gas subsidiary for $420 million in cash and began seeking investment opportunities. In April 1975 Signal negotiated with UOP and agreed to purchase 1.5 million newly issued UOP shares plus 4.3 million publicly held shares via tender offer, all at $21 per share, giving Signal 50.5 percent ownership. UOP stock had been trading just under $14 per share immediately before the announcement. Signal nominated six directors to UOP's thirteen-member board and later replaced UOP's president with James C. Crawford, a longtime Signal subsidiary executive who also joined Signal's board. UOP recorded a $35 million operating loss in 1975 after the Come-By-Chance refinery entered bankruptcy, but by the end of 1977 its gross revenues reached $730 million and net income per share stood at $2.74, nearly matching 1974 performance. In February 1978 Signal officers Arledge and Chitea, who also served as UOP directors, prepared a feasibility study concluding that acquiring the remaining 49.5 percent interest at any price up to $24 per share would be a good investment for Signal. Signal's Executive Committee then authorized management to negotiate a cash merger at a price in the $20 to $21 range. On February 28, 1978 Signal issued a press release announcing negotiations for acquisition of UOP's minority interest. Crawford contacted UOP's non-Signal directors individually and retained Lehman Brothers to render a fairness opinion, agreeing to a $150,000 fee after initial discussions of $250,000. On March 6, 1978 the boards of both companies met and approved the merger agreement at $21 per share, with Signal-affiliated UOP directors abstaining on advice of counsel. Lehman Brothers delivered its two-page opinion letter stating that $21 was fair. The May 1978 proxy statement described the price determination as resulting from "discussions" between Crawford and Signal officers, attached the Lehman Brothers opinion letter, and reported that UOP's board had approved the merger unanimously. At the May 26, 1978 annual meeting 56 percent of the minority shares were voted, approving the merger by a nearly 12-to-1 margin among those voting and producing 76.2 percent overall approval when combined with Signal's shares. The merger closed the same day, converting each minority share into a right to receive $21 cash. William B. Weinberger, a former UOP shareholder, filed a class action in the Court of Chancery on behalf of all UOP shareholders as of May 26, 1978 who had not exchanged their shares for the merger price. An initial complaint was dismissed for failure to state a claim. An amended complaint followed, and the case proceeded to an eleven-day trial in October 1980.

The Coast Guard Court of Criminal Appeals, formerly known as the Coast Guard Court of Military Review, functions as an intermediate appellate court within the military justice system alongside similar courts for the Army, Air Force, and Navy-Marine Corps. It reviews appeals from courts-martial, and its decisions are subject to further review by the United States Court of Appeals for the Armed Forces. During the times relevant to this case the court included two civilian members, Chief Judge Joseph H. Baum and Associate Judge Alfred F. Bridgman, Jr., both of whom were originally assigned by the General Counsel of the Department of Transportation acting ex officio as the Judge Advocate General of the Coast Guard. In anticipation of the Supreme Court's decision in Weiss v. United States, Chief Judge Baum sent a memorandum requesting that the Secretary of Transportation reappoint the civilian judges. On January 15, 1993, the Secretary issued a memorandum adopting the General Counsel's prior assignments as his own judicial appointments and listed Baum and Bridgman among the judges appointed by him. Each petitioner in the present case was convicted by court-martial. In each case the conviction and sentence were affirmed in whole or in part by the Coast Guard Court of Criminal Appeals after the 1993 appointments. Chief Judge Baum participated in every decision, and Judge Bridgman participated in the appeals of two petitioners. The Court of Appeals for the Armed Forces affirmed the convictions in each case. Petitioners sought review through a consolidated petition, and the Supreme Court granted certiorari.

Brent Taylor and Greg Herrick were friends who shared an interest in restoring antique aircraft, including the F-45 model manufactured in the 1930s. In 1997, Herrick submitted a Freedom of Information Act request to the Federal Aviation Administration seeking technical documents from the F-45 certification process held in agency records. The FAA denied the request under the trade secrets exemption after consulting with Fairchild Corporation, the corporate successor to the original manufacturer, which objected to disclosure. Herrick then filed suit in the United States District Court for the District of Wyoming. The Wyoming District Court granted summary judgment to the FAA, and the Tenth Circuit affirmed that decision on July 24, 2002, upholding the exemption despite a 1955 letter from the manufacturer authorizing public use of the documents. Less than a month later, on August 22, 2002, Taylor submitted an identical FOIA request to the FAA for the same F-45 documents. When the agency did not respond, Taylor filed a complaint in the United States District Court for the District of Columbia, arguing that the 1955 letter had removed trade secret protection and raising additional issues about whether protection could be restored or recaptured. After Fairchild intervened as a defendant, the District Court for the District of Columbia dismissed Taylor's suit, concluding that he was virtually represented in Herrick's prior action. The United States Court of Appeals for the District of Columbia Circuit affirmed the dismissal, applying its own five-factor test for virtual representation that included identity of interests, adequate representation, and a close relationship. The record showed that Taylor served as president of the Antique Aircraft Association to which Herrick belonged, that Herrick had asked Taylor to assist with restoring his F-45 without a formal contract, that Taylor later retained the same attorney who represented Herrick, and that Herrick had provided Taylor with documents obtained during discovery in the Wyoming litigation. Taylor had not participated directly in Herrick's suit, received no notice of it, and exercised no control over its conduct. The Supreme Court granted certiorari to address the virtual representation doctrine applied by the lower courts.

Hustler Magazine, Inc., a magazine of nationwide circulation, and its publisher Larry Flynt published a parody of a Campari Liqueur advertisement in the November 1983 issue. The parody featured respondent Jerry Falwell and suggested that his first time sampling the liqueur occurred during a drunken incestuous rendezvous with his mother in an outhouse. The parody included a disclaimer in small print that it was an ad parody not to be taken seriously. Falwell filed suit in the United States District Court for the Western District of Virginia seeking damages for libel, invasion of privacy, and intentional infliction of emotional distress. The District Court directed a verdict against Falwell on the privacy claim. The jury found against respondent on the libel claim but awarded Falwell $100,000 in compensatory damages and $50,000 in punitive damages from each petitioner on the emotional distress claim. The United States Court of Appeals for the Fourth Circuit affirmed the judgment. The Supreme Court granted certiorari given the importance of the constitutional issues involved.