Justia Contracts Opinion Summaries

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

The Callawassie Island Members Club, Inc. ("the Club"), brought separate actions against three couples—the Martins, the Freys, and the Quinns—following a dispute over membership dues. The circuit court granted the Club's motion for summary judgment. The court of appeals consolidated the parties' appeals and affirmed. The South Carolina Supreme Court granted a petition for certiorari review filed by Michael Frey, who challenged the award of summary judgment. Frey contended material questions of fact existed as to whether the Club improperly billed him for continuing membership dues, particularly where his membership was suspended over a decade ago and membership was undisputedly optional when he joined. To this the Court concurred, reversed and remanded for further proceedings. View "Callawasie Island Members Club v. Frey" on Justia Law

Plaintiff appealed the dismissal of his direct suit against Defendant Brightstar Asia, Ltd. In connection with the sale of his company, Harvestar, to Brightstar Asia, Plaintiff entered into a contract with Brightstar Asia, Harvestar, and his co-founder. The contract provided that conflicted transactions between Brightstar Asia and Harvestar must be on “terms no less favorable to” Harvestar than those of an arms-length transaction. Plaintiff alleged in his complaint that Brightstar Asia engaged in conflicted transactions that rendered his options rights worthless. Those actions, according to Plaintiff, breached both the express terms of the contract and the implied covenant of good faith and fair dealing. The district court dismissed his complaint for raising claims that could be brought only in a derivative suit.   The Second Circuit agreed that Plaintiff can bring a claim for breach of the express conflicted-transactions provision only in a derivative suit. However, the court held that Plaintiff may bring a direct suit for breach of the covenant of good faith and fair dealing because that covenant is based on his individual options rights. Accordingly, the court affirmed in part and vacated in part the district court’s judgment.   The court explained that the inquiry into whether a claim is direct, and a plaintiff, therefore, has “standing” to bring it, is not an Article III standing inquiry Even if the district court were right that Plaintiff’s claims had to be brought in a derivative suit, it should have dismissed the complaint for failure to state a claim. View "Miller v. Brightstar Asia, Ltd." on Justia Law

The Supreme Judicial Court affirmed the judgment of the single justice of the court treating Petitioner's letter filed in the county court as a petition pursuant to Mass. Gen. Laws ch. 211, 3 and denying it, holding that the single justice did not err or abuse his discretion in denying relief.Petitioner performed certain plumbing work for Defendants, and four different trial court cases stemmed from that work. Petitioner filed his letter seeking relief from various trial court rulings and judgments in the four district and superior court cases. The single justice treated the letter as a petition pursuant to Mass. Gen. Laws ch. 211, 3 and denied it. The Supreme Judicial Court affirmed, holding that, in each of the four cases, Petitioner had an adequate alternative remedy. View "Willitts v. Brogan" on Justia Law

GenMa is a power company that, long ago, leased two coal-fired power plants from the Lessors. To comply with those leases, GenMa paid NFC $130 million to insure the Lessors up to that sum if GenMa didn’t pay rent. Too late, NFC realized it had promised the Lessors more than $130 million. The Lessors forced NFC to honor its promise, and NFC sued GenMa and others for its losses.   GenMa removed NFC’s claims to district court, which then transferred those claims to a bankruptcy court in Texas. After losing there and at the district court, NFC appealed. It says that its claims against GenMa should return to New York state court because the federal court lacked jurisdiction or because federal law required abstention. NFC also insists, pressing four contract-law theories, that GenMa must cover NFC’s losses.   The Fifth Circuit affirmed holding that the district court had jurisdiction; abstention was not required; and NFC’s claims lack merit.  The court explained that the parties may have miscalculated the amount of credit support needed to satisfy GenMa’s lease obligations. But that mistake, mutual or not, was GenMa’s problem. Had Natixis carefully crafted its letters of credit, NFC would not have had to pay any more to the Lessors than GenMa had paid it, no matter how badly the parties miscalculated the credit support that GenMa’s leases required. The court agreed with GenMa: “NFC cannot demand more money from GenMa for discovering that it could have obtained less credit support” than the Agreement required, and reformation cannot erase that unforced blunder. View "Natixis Funding v. GenOn Mid-Atl" on Justia Law

Shao Yan Chen, Han Lin Liu, Zhi Hua Mo, Yuk Yee Cheng, Hui Zhen Hu, Ruizhao Wu, and Qi Di Wu (collectively, tenants) had a dispute with Valstock Ventures, LLC and 371 Broadway Street, LLC (together, Valstock) over which of two documents was the operative lease governing the tenants’ tenancies in two of Valstock’s apartment buildings. The tenants filed suit against Valstock seeking a declaratory judgment on this question, alleging a civil conspiracy, and stating claims for violations of the Fair Employment and Housing Act (FEHA), Unfair Competition Law (UCL), and section 37.10B of the San Francisco Rent Ordinance. The trial court awarded the tenants approximately $1.1 million in attorney’s fees under Civil Code section 1717 after granting their motion for summary adjudication of the sole cause of action on the contract in this case, before trial or disposition of the remaining non-contract causes of action. The defendants appealed, arguing the award of attorney’s fees was premature because the litigation as a whole had not yet ended. To this the Court of Appeal agreed and therefore reversed. View "Chen v. Valstock Ventures, LLC" on Justia Law

The Seventh Circuit affirmed the judgment of the district court granting summary judgment to Defendants on all claims asserted against them, including misappropriation of trade secrets and breach of an implied contractual obligation to assign patent rights but vacated the judgment awarding attorneys' fees, holding that a reduction in fees was warranted.REXA, Inc. sued Mark Chester and MEA, Inc. for misappropriation of trade secrets and breach of an implied contractual obligation to assign patent rights, alleging that Chester and MEA incorporated and disclosed confidential designs. The district court granted summary judgment to Defendants. The Seventh Circuit affirmed in part and vacated in part, holding that the district court (1) properly granted summary judgment in favor of Defendants; but (2) abused its discretion in awarding Chester and MEA approximately $2.357 million in attorneys' fees, which they requested as a sanction for REXA's litigation conduct, where the court did not make specific findings about each of REXA's objections to the fee petition. View "REXA, Inc. v. Chester" on Justia Law