Justia Contracts Opinion Summaries

CAE Integrated L.L.C. and Capital Asset Exchange and Trading, L.L.C. (collectively CAE) sued its former employee and his current employer, Moov, for misappropriation of trade secrets and then moved for a preliminary injunction. The district court denied the preliminary injunction and CAE appealed.   The Fifth Circuit affirmed the denial finding that CAE failed to establish a likelihood of success on the merits of its claims. The court considered that trade secret information derives independent economic value from being not generally known or readily ascertainable through proper means. What CAE refers to as the “transactional documents” are files from Google Drive with purchase orders, invoices, customer equipment needs, and pricing history. The former employee has not had access to his MacBook since 2016 and he testified that Google Drive contained none of the transactional documents when he started at Moov. The district court found the employee’s testimony credible and the forensic analysis confirmed that before the employee began at Moov, he deleted any remaining transactional documents from his Google Drive. Therefore, the district court did not clearly err in finding that neither the employee nor Moov misappropriated trade secrets. Further, even if CAE had established that the employee or Moov misappropriated trade secrets, it failed to show the use or potential use of trade secrets. View "CAE Integrated v. Moov Technologies" on Justia Law

The Sixth Circuit affirmed in part and reversed and remanded in part the judgment of the district court entering default judgment against Defendants in this breach of contract and fraud action and awarding damages to Plaintiffs on all counts, holding that there was error in the damages award.During the underlying litigation, Defendants committed a string of "egregious" discovery violations, and the district court entered default judgment as a sanction. After a hearing, the district court awarded Plaintiffs two types of breach-of-contract-related damages. The Court then awarded fraud and punitive damages. The Sixth Circuit reversed in part, holding (1) Plaintiffs' fraud claim failed because it did not plead fraud with particularity as required by Fed. R. Civ. P. 9(b); (2) Kentucky's choice-of-remedies rule and the economic-loss doctrine barred Plaintiffs from recovering for both breach of contract and fraud; and (3) because Plaintiffs could not recover fraud damages, the punitive damages award could not stand. View "New London Tobacco Market, Inc. v. Ky. Fuel Corp." on Justia Law

Appellant appealed the order denying his motion to vacate the judgment entered against him for $251,200.13 after he failed to pay $30,000 as required pursuant to a stipulation for entry of judgment. Appellant contends the trial court erred because the judgment is an unenforceable penalty and is therefore void.   The Second Appellate disagreed with Appellant and affirmed the order denying the motion to vacate the $251,200.13 judgment. Here, the $251,200.13 damage provision in the stipulation for entry of judgment is not arbitrarily drawn from thin air. It is the actual and stipulated amount of damages. This is not a penalty or a liquidated damage provision. The court explained it cannot delete the terms of the stipulated judgment calling for monthly payments and it cannot add a provision to the terms of the stipulated judgment allowing a seven-year moratorium on monthly payments. Money has value over time. Appellant has had the use of the money for seven years. Respondent has been deprived of the use of the money for seven years. Respondent’s “more than reasonable” settlement terms should not be used against it to show “liquidated damages” or a “penalty.” View "Creditors Adjustment Bureau v. Imani" on Justia Law

Bernstein and France are certified agents, registered with the NFL Players Association to represent NFL players in contract negotiations. Bernstein also owns Clarity, which represents professional athletes in matters such as marketing and endorsement contracts. Golladay signed a standard representation agreement with Bernstein in 2016, before Golladay’s rookie season with the Detroit Lions, and signed a separate agreement with Clarity for representation in endorsement and marketing deals. In January 2019, Golladay terminated both agreements. three days after participating in an autograph-signing event that Bernstein had played no role in arranging. Golladay immediately signed with France.Bernstein believed France was behind the signing event and filed a grievance against France pursuant to the NFLPA dispute resolution provisions. The matter went to arbitration. In pre-hearing discovery, France denied possessing any documents pertaining to the event and denied any involvement in the event. France’s lies were not uncovered until after the arbitration was decided in his favor.The Third Circuit reversed the district court’s confirmation of the arbitration award because France’s fraud procured it. The Federal Arbitration Act, 9 U.S.C. 10, permits an award to be vacated under narrow circumstances, including “where an award was procured by corruption, fraud, or undue means.” France’s fraud was not discoverable through reasonable diligence and was material to the case. View "France v. Bernstein" on Justia Law

The Seventh Circuit affirmed the judgment of the district court granting the State's motion to dismiss this action brought by two Illinois counties challenging the 2021 passage of a law prohibiting State agencies and political subdivisions from contracting with the federal government to house immigration detainees, holding that the district court properly dismissed the action for failure to state a claim.In their complaint, Plaintiffs argued that the law at issue was invalid under principles of both both field and conflict preemption and that it violated the doctrine of intergovernmental immunity. The district denied relief. The Seventh Circuit affirmed, holding (1) because it was not preempted by federal immigration statutes the law was not invalid as a matter of field or conflict preemption; and (2) the law did not violate principles of intergovernmental immunity. View "McHenry County v. Raoul" on Justia Law

The district court granted Perficient, Inc.’s motion for summary judgment against Defendants. It awarded nominal damages and attorney’s fees to Perficient, but its orders did not quantify the amount of the award. Defendants appeal. Perficient filed a motion to dismiss for lack of appellate jurisdiction, arguing that the orders from which Defendants appealed are not final.The Eighth Circuit granted Perficient’s motion and dismissed it for lack of jurisdiction finding that Defendants’ appeal was not taken from a final, appealable order and was therefore ineffective to confer appellate jurisdiction upon the court. The court explained that Federal Rule of Appellate Procedure 4(a)(2) cannot save the prematurely filed notice of appeal here. The rule applies “only when a district court announces a decision that would be appealable if immediately followed by the entry of judgment” and does not save a premature appeal “from a clearly interlocutory decision—such as a discovery ruling or a sanction order under Rule 11. View "Perficient v. Thomas Munley" on Justia Law

The Sixth Circuit vacated the judgment of the district court vacating an arbitration award to the extent that it applied to Greenhouse Holdings, LLC (Greenhouse), holding that it was disputed whether Greenhouse consented to arbitrate, and therefore, the evidence should be weighed by the district court in the first instance.At issue was whether an arbitrator has the authority to bind someone who hasn't signed the underlying arbitration agreement to an arbitration award. A Union filed a grievance against "Clearview Glass," alleging that it violated the parties' collective bargaining agreement. An arbitrator concluded that Greenhouse was bound by an in violation of the CBA. The district court vacated the award to the extent it applied to Greenhouse because it was unclear whether Greenhouse ever assented to the CBA. The Sixth Circuit vacated the judgment, holding that remand was required for the district court to first decide whether Greenhouse consented to arbitrate the threshold arbitrability question. View "Greenhouse Holdings, LLC v. International Union of Painters" on Justia Law

The Sixth Circuit reversed the judgment of the district court dismissing this ERISA action for lack of jurisdiction on the grounds that no contract bound the parties, holding that the presence of a live contract goes to the merits of this action, not the district court's jurisdiction to hear it.A group of employee benefits funds sued Defendant in a federal district court alleging breach of contract for late contributions under the Employee Retirement Income Security Act (ERISA). Defendant responded that no contract existed and that the presence of a live contract was a jurisdictional prerequisite to Plaintiffs' ERISA suit, meaning that the claim should have been brought under the National Labor Relations Act and that the National Labor Relations Board had exclusive jurisdiction to hear Plaintiffs' grievances. The district court dismissed the suit without prejudice, holding that it lacked jurisdiction to hear Plaintiffs' claim. The Sixth Circuit reversed, holding that the presence of a live contract is not an essential jurisdictional fact in an action brought under section 515 of ERISA. Rather, the presence of a live contract goes to the merits of Plaintiffs' ERISA claim. View "Operating Engineers' Local 324 Fringe Benefits Funds v. Rieth-Riley Construction Co." on Justia Law

The First Circuit affirmed the judgment of the district court dismissing this case against Allscripts Healthcare Solutions, Inc. (AHS) on personal jurisdiction grounds but vacated the dismissal as to Allscripts Healthcare, LLC (Allscripts), holding that the district court improperly granted the motion to dismiss as to Allscripts.Dr. Juan M. Rodriguez-Rivera (Rodriguez) brought this action against AHS and Allscripts in Puerto Rico federal court after his electronic patient records from his medical practice were destroyed. AHS and Allscripts filed a motion to dismiss. The district court granted the motion, finding that the disputes should be arbitrated, that it lacked jurisdiction over both AHS and Allscripts, and that Rodriguez's complaint failed to state a claim as a matter of law. The First Circuit affirmed in part and vacated in part, holding (1) the district court improperly granted the motion to dismiss for lack of personal jurisdiction with respect to Allscripts; (2) whether a valid arbitration existed was a factual matter to be resolved by the district court; and (3) the district court erred in concluding that Rodriguez's complaint failed to state a claim against Allscripts. View "Rodriguez-Rivera v. Allscripts HC Sol., Inc." on Justia Law

The Third Circuit vacated in part the order of the district court denying OptumRX's (Optum) motion to compel arbitration in the underlying action alleging breaches of contract and breaches of duties of good faith and fair dealing and violations of certain state statutes, holding that the district court erroneously applied the incorrect standard in ruling on Optum's motion.More than 400 pharmacies brought suit against Optum, a pharmacy benefits manager responsible for administering prescription drug programs on behalf of health-insurance plans. Optum moved to compel arbitration based on arbitration agreements found in various contracts covering the majority of the pharmacies. The district court denied the motion in full, concluding that compelling the pharmacies to proceed with arbitration would be procedurally unconscionable. The Sixth Circuit vacated the judgment in part, holding that the district court erred by not adhering to Guidotti v. Legal Helpers Debt Resolution, LLC, 716 F.3d 764 (3d Cir. 2013). View "Robert D. Mabe, Inc v. OptumRX" on Justia Law