Justia Contracts Opinion Summaries

The appellant operated businesses from two mixed-use properties in San Francisco for decades, but lost ownership of these properties through foreclosure in 2020. After foreclosure, he entered an agreement with the new owners allowing him to remain in possession, pay rent, and repurchase the properties for $10.5 million, with escrow deadlines extended multiple times via addenda. Ultimately, the final deadline to close escrow was set for September 29, 2022. The appellant failed to meet this deadline and then filed suit seeking declaratory relief, arguing that certain statutory disclosure requirements were conditions precedent to his performance, that he had the right to conduct a further environmental assessment required by his lenders, and that the sellers’ refusal to allow such testing excused his nonperformance.In the Superior Court of San Francisco County, the defendants repeatedly moved for judgment on the pleadings. The court granted these motions, initially with leave to amend, and ultimately dismissed the case without leave to amend. The operative complaint alleged four causes of action for declaratory relief, based on alleged failures by defendants to provide required disclosures and to permit environmental testing.The California Court of Appeal, First Appellate District, Division Two, reviewed the case. The court held that, even assuming statutory disclosures under Civil Code section 1102 were required, the parties’ contract and subsequent addenda made clear that such disclosures were not a condition precedent to the appellant’s obligation to perform. The court also found no allegation that the sellers had knowledge of hazardous substance releases requiring disclosure under Health and Safety Code section 25359.7. Further, the court concluded that the appellant was not entitled to suspend closing or to conduct additional environmental testing beyond the contract’s terms, and that the sellers’ refusal did not constitute breach. The appellate court affirmed the trial court’s judgment. View "Nasey v. Fell Holdings LLC" on Justia Law

A student enrolled in a respiratory therapy program at a public university in Georgia was disciplined following an incident during his clinical externship, where he was found responsible for endangering the health or safety of a patient. As a result, the university assigned him a failing grade in his clinical class. The student, who has attention deficit disorder, anxiety, and depression, alleged that university personnel were aware of his conditions. He claimed that prior to the disciplinary hearing, he was denied access to evidence and that the hearing procedures did not comply with the university’s written policies.After exhausting internal university appeals, the student filed a lawsuit in Georgia state court against the Board of Regents and several employees, asserting breach of contract and disability discrimination under the Americans with Disabilities Act and the Rehabilitation Act, among other claims. The case was removed to the United States District Court for the Middle District of Georgia. The district court dismissed the breach of contract claim on the basis of state sovereign immunity, finding no enforceable written contract that would waive immunity. The court also dismissed the disability discrimination claims for failure to state a claim, holding that the complaint did not plausibly allege adverse action taken because of the student’s disability.The United States Court of Appeals for the Eleventh Circuit reviewed the case. It held that neither the admission letter nor the student handbook, alone or together, constituted a written contract sufficient to waive Georgia’s sovereign immunity, as neither document set forth all essential terms, especially as to consideration. The court further held that the student’s complaint failed to plausibly allege that the university’s actions were taken because of his disabilities. Accordingly, the Eleventh Circuit affirmed the district court’s dismissal of the student’s breach of contract and disability discrimination claims. View "Waller v. Board of Regents of the University System of Georgia" on Justia Law

A Slovenian businessman, who had served as a consultant to the government of Brunei, entered into an agreement to investigate corruption within the Bruneian government. He alleges that after delivering his findings—which implicated high-level officials in theft, money laundering, and terrorism financing—his contractual partners refused to pay him and conspired, along with three corporate entities, to ruin his reputation and business. The suit claims violations under the Racketeer Influenced and Corrupt Organizations Act (RICO) and various common law contract and tort theories. The corporate defendants are Audley Property Management Company Limited, Seven Properties AG, and The Dorchester Group, LLC.The United States District Court for the District of Columbia dismissed the claims against the corporate defendants for lack of personal jurisdiction, finding neither general nor specific jurisdiction was established. It also denied the plaintiff’s request for jurisdictional discovery, concluding that his allegations were speculative and that the proposed discovery would not show purposeful direction of activities toward the United States. Partial final judgment was entered in favor of the corporate defendants under Federal Rule of Civil Procedure 54(b).The United States Court of Appeals for the District of Columbia Circuit reviewed the district court’s dismissal de novo and the denial of jurisdictional discovery for abuse of discretion. The appellate court assumed, based on the parties’ agreement and post-Fuld v. Palestine Liberation Organization, that personal jurisdiction under the Fifth Amendment required reasonableness and a meaningful nexus to the United States. The court found the plaintiff had not established any concrete interest in litigating in the U.S., nor had he identified any meaningful U.S. interest in the dispute. The burden on the foreign corporate defendants would be unjustified. The court affirmed the district court’s dismissal and denial of jurisdictional discovery. View "Gligorov v. Nation of Brunei" on Justia Law

Daryl Moore was employed by the Coahoma County School District Board as an at-will assistant coach for the high school boys’ basketball team during the 2019-2020 and 2020-2021 school years. He was paid $1,500 per year for his assistant coaching duties. Moore claimed that, at the request of the athletic director, he also performed the duties of the head coach for the junior-high boys’ basketball team but was never compensated for those additional responsibilities. He asserted that he was entitled to $5,000 for serving as the junior-high head coach over two years and brought suit against the Board for unjust enrichment and underpayment.The County Court of Coahoma County reviewed Moore’s claims after he filed suit for unpaid compensation. The Board moved for summary judgment, relying on Mississippi’s “minutes rule,” which requires that any binding contract with a public board be reflected in the board’s official minutes. The court denied summary judgment, finding that factual disputes remained regarding Moore’s coaching roles and compensation, and granted Moore additional time for discovery. The Board appealed, and the Supreme Court of Mississippi granted interlocutory review under Mississippi Rule of Appellate Procedure 5.The Supreme Court of Mississippi held that Moore’s claims were barred by the minutes rule because there was no evidence in the Board’s minutes of any agreement to pay Moore as head coach or to increase his compensation. The Court found that, since the Board’s minutes did not reflect approval of additional pay for head-coaching duties, Moore could not recover under theories of quantum meruit or unjust enrichment. The Supreme Court reversed the county court’s decision and rendered summary judgment in favor of the Board. View "Coahoma County School District Board of Education v. Moore" on Justia Law

An insurance company issued a workers’ compensation policy to a business, which included provisions requiring the insured to provide payroll records for audit to determine the final premium. After the expiration of the initial policy, the insurer repeatedly requested payroll records from the insured over a period of more than three months, including sending a certified letter and cancellation notice. The insured did not respond to these requests. Subsequently, the insurer cancelled the renewed policy for failure to permit a payroll audit. When an employee of the insured was injured, the insurer denied the workers’ compensation claim on the basis that the policy had been cancelled.The dispute was brought before the Workers’ Compensation Appeals Board (Board) after arbitration. The arbitrator found that the policy and the relevant provisions of the Insurance Code did not clearly define what constitutes a failure to permit an audit, and concluded the cancellation notice was ineffective. The Board adopted the arbitrator’s recommendation and denied the insurer’s petition for reconsideration.The California Court of Appeal, Third Appellate District, reviewed the Board’s decision after issuing a writ of review. The appellate court held that the insured’s repeated failure to respond to audit requests constituted a failure to permit the audit as required by the policy. The court found that the policy language, read in light of applicable statutes and principles of contract interpretation, provided a reasonable basis for cancellation under these circumstances. The court annulled the Board’s order and remanded for further proceedings, holding that the insurer’s cancellation of the policy was effective and in compliance with the policy and statutory requirements. The insurer was awarded its costs. View "Employers Preferred Ins. Co. v. Workers' Compensation Appeals Bd." on Justia Law

A national flooring retailer contracted with a Louisiana-based construction management company for the construction of a retail store in Metairie, Louisiana. The relationship soured after the retailer terminated the agreement, allegedly due to delays. Shortly after termination, the construction company disputed that it had breached the contract and demanded payment for work performed. The retailer did not respond to the payment demand.The construction company filed suit in the United States District Court for the Middle District of Louisiana under the Louisiana Private Works Act, seeking recovery for the work performed. The retailer moved to compel arbitration based on the agreement’s dispute resolution provision and also sought to transfer the case. The district court granted the transfer to the United States District Court for the Eastern District of Louisiana and denied the motion to compel arbitration without prejudice. When the motion to compel arbitration was renewed in the new court, the district court denied it again, concluding the retailer had not followed the prerequisite steps outlined in the contract’s dispute resolution process.On appeal, the United States Court of Appeals for the Fifth Circuit conducted de novo review. The appellate court determined that the arbitration clause in the contract, which gave the retailer sole discretion to elect arbitration, was a contract of adhesion under Louisiana law. Applying state contract principles and relevant Louisiana Supreme Court precedent, the court found that the lack of mutuality and the imbalance in bargaining power rendered the clause unenforceable. The court held that the arbitration provision was adhesionary and thus invalid, and affirmed the district court’s denial of the motion to compel arbitration. View "MAPP v. Floor and Decor" on Justia Law

The plaintiff leased a new vehicle from the defendant, but soon experienced persistent defects that could not be repaired despite multiple attempts. After the defendant failed to promptly replace the vehicle or provide restitution under the Song-Beverly Consumer Warranty Act, the plaintiff filed suit for breach of warranty, seeking damages and attorney fees. During litigation, the defendant made a statutory settlement offer pursuant to Code of Civil Procedure section 998, presenting two alternative sets of terms: a lump-sum payment or a reimbursement option requiring proof of damages, both accompanied by provisions for attorney fees and costs.In the Los Angeles County Superior Court, the jury awarded the plaintiff damages totaling $76,155.27, less than the lump-sum alternative in the defendant’s 998 offer. The trial court found the offer valid, imposed section 998’s cost-shifting penalty, limited plaintiff’s postoffer costs and attorney fees, and awarded defendant its postoffer costs. The plaintiff appealed, contesting the validity of the alternative-choice offer. The California Court of Appeal upheld the trial court’s awards, finding the lump-sum alternative sufficiently certain but deemed alternative-choice offers categorically invalid for cost-shifting purposes.The Supreme Court of California reviewed whether an offer under section 998 that presents two independent, alternative sets of terms for acceptance is categorically invalid due to uncertainty. The Court held that such an alternative-choice offer can be valid if it clearly presents the alternatives and at least one alternative is sufficiently certain to permit accurate valuation at the time the offer is made. If the judgment or award does not exceed the highest valued, valid alternative, cost-shifting under section 998 is permitted. The Court affirmed the trial court’s award, but rejected the Court of Appeal’s categorical prohibition of alternative-choice offers under section 998. View "Gorobets v. Jaguar Land Rover North America, LLC" on Justia Law

Michael Ball agreed to sell a residential property in Washington, D.C. to David Hubbard for $665,000. Hubbard failed to pay the sale price by the settlement date, after which Ball sold the property to another buyer. Ball then sued Hubbard for breach of contract, seeking damages representing the difference between the original contract price and the subsequent sale. The contract listed “221 35th LLC (To Be Formed)” as the buyer, but Hubbard signed and initialed the contract himself. The contract included an integration clause and a provision requiring Ball to comply with the Tenant Opportunity to Purchase Act (TOPA), granting Hubbard a right to void the contract if compliance was not achieved after specific notice and cure periods.The Superior Court of the District of Columbia first denied Hubbard’s motion to dismiss, finding the contract was enforceable and Hubbard could be personally liable as a promoter of the unformed LLC. Later, after Ball ceased participating in the proceedings, Hubbard filed an unopposed motion for summary judgment. The Superior Court granted summary judgment in Hubbard’s favor, concluding that the contract was unenforceable because two conditions precedent—the formation of the LLC and delivery of TOPA documents—were not met. The court also found Hubbard not personally liable as an agent of a disclosed principal and ordered Ball to return Hubbard’s $10,000 deposit and pay attorney’s fees.The District of Columbia Court of Appeals reviewed the case de novo. It held that neither the formation of the LLC nor the delivery of TOPA documents constituted conditions precedent to performance under the contract. Furthermore, the court concluded that Hubbard could potentially be held personally liable for breach, as the LLC was not formed and no evidence established that Ball agreed to bind only the LLC. The appellate court reversed the grant of summary judgment and remanded for further proceedings. View "Ball v. Hubbard" on Justia Law

The dispute involved four law firms that jointly represented Wye Oak Technology, Inc. in litigation against the Republic of Iraq. After a federal district court awarded Wye Oak over $120 million, Wye Oak’s board approved paying a forty-six percent contingency fee to the law firms, with the specific allocation among them to be determined later. The firms executed an Agreement Concerning Attorneys’ Fees (ACAF), which included an arbitration clause. Quinn, Racusin & Gazzola Chartered (QRG) later claimed that it was excluded from a prior side agreement between two other firms and alleged it was pressured into accepting the arbitration provision under duress.Following disputes over fee allocation and related tort claims, Pavich Law Group and Whiteford, Taylor & Preston initiated arbitration. The arbitrator awarded QRG zero percent of the contingency fee, while the other firms received varying portions. QRG challenged the award in the Superior Court of the District of Columbia, arguing that the ACAF was invalid due to fraudulent inducement and duress, and that the arbitrator had exceeded his authority by ruling on issues outside the scope of the arbitration clause. The Superior Court rejected QRG’s arguments, determined that the arbitration clause was broad enough to cover the disputes, and confirmed the arbitrator’s award.On appeal, the District of Columbia Court of Appeals affirmed the Superior Court’s judgment. The Court held that QRG failed to demonstrate fraudulent inducement or duress regarding the agreement to arbitrate. It also found that the arbitrator acted within the scope of the ACAF’s arbitration clause, which covered both fee allocation and related tort claims. The Court further concluded that the vacatur of the underlying federal judgment did not void the ACAF, as some monetization of the judgment had occurred. The judgment confirming the arbitration award was affirmed. View "Quinn, Racusin & Gazzola Chartered v. Pavich Law Group, P.C." on Justia Law

A man was injured while driving his employer’s vehicle, which was insured under a commercial policy issued by Zurich American Insurance Company. The policy had a general bodily injury liability limit of $2,000,000 but included an endorsement limiting underinsured motorist (UIM) coverage to $15,000 per person. The at-fault driver had a liability policy with a $100,000 limit. After settling with the at-fault driver’s insurer for $100,000, the injured employee sought UIM coverage from Zurich. Zurich denied the claim, stating that the at-fault driver’s coverage exceeded the policy’s UIM limit.The employee filed suit, requesting reformation of the policy to provide $2,000,000 in UIM coverage, arguing that the policy’s UIM limits violated New Jersey statutory requirements and public policy. The action was initially filed in the Superior Court of New Jersey but was removed to the United States District Court for the District of New Jersey. That court granted summary judgment in favor of Zurich, finding the policy did not violate the relevant statute or public policy. The plaintiff appealed to the United States Court of Appeals for the Third Circuit, which then certified two questions to the Supreme Court of New Jersey about the interpretation of N.J.S.A. 17:28-1.1(f).The Supreme Court of New Jersey held that, under N.J.S.A. 17:28-1.1(f), the maximum UIM coverage “available under the policy” for an employee is the limit actually selected for the named insured under the policy, not the general liability policy limit. The Court also held that endorsements limiting UIM coverage to less than the general liability limit do not violate the statute or public policy, provided employees and named insureds are afforded the same UIM limits and minimum statutory requirements are met. View "Chiaccheri v. Zurich American Insurance Company" on Justia Law