Justia Contracts Opinion Summaries

The case concerns a dispute between two individuals who cohabited for nearly a decade before marrying. During their relationship, the parties agreed to pool their efforts and share any property acquired during this period, which included contributions to one party’s government pension. After the relationship ended, the non-employee party claimed entitlement to a share of the pension accrued during their pre-marital cohabitation, based on their agreement.After separation and the filing of a civil action for breach of contract, the Superior Court of the City and County of San Francisco consolidated the proceedings. The court found that the parties had an implied-in-fact contract—known as a Marvin agreement—to share equally in all property acquired during their relationship, including pension contributions. The trial court held that the non-employee party was entitled to an equal share of the pension benefits accrued during the period of cohabitation, even though the parties were not married at the time.The California Court of Appeal, First Appellate District, Division Five, reviewed only the question of whether Public Utilities Code section 12337 barred the non-employee party from receiving a share of the pension. The appellate court held that section 12337, which generally renders such pensions unassignable and exempt from execution, does not preclude enforcement of an ownership interest in the pension arising from a Marvin agreement. The court reasoned that the non-employee party’s claim was not as a creditor but as an owner by virtue of contract, and therefore section 12337’s restrictions did not apply. The appellate court affirmed the trial court’s order, concluding that the non-employee party was entitled to an equal share of the pension benefits accrued during the Marvin period. View "Seiwald v. Irias" on Justia Law

A customer dined at a Mississippi restaurant specializing in local seafood, ordering premium snapper on three occasions between 2013 and 2018. The restaurant, along with its supplier and several managers, was later criminally charged for a long-running scheme to mislabel imported frozen fish as locally caught premium fish. All parties pled guilty, admitting to substituting and fraudulently selling over 29 tons of imported fish as local species during a multi-year period. The customer alleged that he paid high prices for what he believed to be premium Gulf snapper, but was instead served inferior imported fish, and he brought a class action seeking damages under federal and state law.The United States District Court for the Southern District of Mississippi dismissed the complaint under Rule 12(b)(1), finding no cognizable Article III injury. The court reasoned that since the plaintiff consumed his meals without complaint, paying for fish he would not have otherwise purchased was not a concrete injury. It also found the allegations insufficiently particularized, as the plaintiff did not specifically allege that imported fish was served on the dates he dined or that all snapper sold on those dates was misbranded. The court denied motions to amend the judgment and complaint, concluding any amendments would be futile.The United States Court of Appeals for the Fifth Circuit reviewed the case de novo and reversed the district court’s dismissal. The Fifth Circuit held that the plaintiff plausibly suffered a concrete and particularized injury in fact under Article III, either by being fraudulently induced to purchase inferior fish or by overpaying due to fraud. The court concluded that the allegations of widespread and routine fish substitution at the restaurant plausibly affected the plaintiff’s meals, particularly his August 21, 2018, visit. The denial of leave to amend was vacated, and the case was remanded for further proceedings. View "McCain v. Mary Mahoney's" on Justia Law

This dispute arose from a series of business dealings among several corporate parties involved in the repurposing of ammonium nitrate water from a landfill in Mobile County, Alabama. The plaintiffs, two corporate entities, accused certain defendants of disrupting long-standing contracts and business relationships by sharing confidential information in violation of a 2013 contract. The alleged conduct resulted in the plaintiffs being cut out of relationships they had developed over many years. The 2013 contract at issue contained a forum-selection clause requiring that disputes be brought exclusively in courts located in New York, New York.After the plaintiffs initiated suit in the Monroe Circuit Court, the defendants sought dismissal for improper venue, citing the forum-selection clause and arguing in the alternative that, even if venue were proper in Alabama, it was not proper in Monroe County. The defendants also asserted that the plaintiffs’ tort claims failed to state a claim. While these motions were pending, disputes arose over the scope and timing of discovery. The trial court issued a series of discovery-related orders, culminating in a January 6, 2026, order requiring the defendants to provide broad discovery, including depositions and responses to interrogatories, before the motion to dismiss would be heard.The Supreme Court of Alabama granted the defendants’ petition for a writ of mandamus. The Court held that venue is a threshold issue that should be addressed as soon as practicable and that the trial court exceeded its discretion by requiring the defendants to participate in extensive merits-based discovery before ruling on the venue motion. The Court directed the trial court to vacate its January discovery order and to rule expeditiously on the motion to dismiss. Pending that ruling, any discovery must be limited to issues relevant to venue. View "In re: Southern Logistics, Inc. v. UOP, LLC" on Justia Law

A landlord and a tenant, a ballet studio, entered into two lease agreements for suites in a shopping center. The leases contained provisions for indemnification, default, and attorney fees. After the ballet studio vacated the premises, alleging that the landlord failed to address mold issues that caused personal injuries to two individuals associated with the studio and damage to the studio’s property, the studio and the individuals filed a multi-count complaint against the landlord. The landlord counterclaimed for unpaid rent and sought defense and indemnity from the ballet studio for the claims made by the individuals.The Montgomery Circuit Court addressed a partial summary judgment motion filed by the landlord, which concerned only the claims between the landlord and the ballet studio, not the individuals’ personal injury claims. The ballet studio and the individuals filed a response to the summary judgment motion, but it was submitted one business day late. The trial court granted the landlord’s motion to strike the late response and, later, denied the plaintiffs’ attempt to resubmit the same response. The court then entered a partial summary judgment in favor of the landlord. Subsequently, the court certified this partial summary judgment as final under Rule 54(b), Alabama Rules of Civil Procedure, but also included language purporting to dismiss the entire case.On appeal, the Supreme Court of Alabama affirmed the trial court’s orders striking the untimely response and denying its resubmission, holding that the trial court did not abuse its discretion. The Supreme Court also affirmed the certification of the partial summary judgment as final but reversed the dismissal of the entire case, noting that claims by the individuals against the landlord and the determination of damages owed to the landlord remained unresolved. The case was remanded for further proceedings. View "Commercial Properties, Inc. v. Charalambidou" on Justia Law

This case concerns a dispute between an automobile manufacturer and a local dealership. In 2019, the manufacturer sought to terminate its franchise agreements with the dealership, citing years of poor sales performance and alleged breaches of franchise terms. The dealership, which had previously struggled due to inventory shortages and difficulties following the manufacturer’s bankruptcy and subsequent lack of support, argued that its poor performance was primarily due to insufficient vehicle allocation from the manufacturer. After receiving a termination notice, the dealership improved its sales and operational practices, particularly following the assignment of a new district manager.The Nebraska Motor Vehicle Industry Licensing Board held a hearing in 2023, considering evidence from both sides, including expert testimony and performance data. The Board found that the dealership’s underperformance was largely attributable to the manufacturer’s failure to allocate sufficient inventory and that the improvements made by the dealership following increased support were significant. The Board determined that there was no good cause to terminate the franchise and that the manufacturer's claims were pretextual. The manufacturer then petitioned for judicial review in the District Court for Lancaster County. The district court affirmed the Board’s decision, concluding that the manufacturer failed to prove either good cause for termination or that another franchise would promptly become effective in the community.On appeal, the Nebraska Supreme Court reviewed the case for errors on the record. It held that the Board and its executive members were not proper parties to the review proceeding, as the Board acted as a neutral factfinding body. The court concluded that due process was not violated by the Board’s composition and that substantial evidence supported the findings below. The Supreme Court affirmed the district court’s ruling, upholding the denial of the manufacturer’s application to terminate the franchise agreements. View "General Motors v. Nebraska Motor Vehicle Ind. Lic. Bd." on Justia Law

SEACOR Marine, L.L.C., a company that owns and operates marine vessels, entered into a Brokerage Agreement with GOL, L.L.C., a broker connecting vessel owners with oil and gas companies. Under this agreement, GOL acted as SEACOR’s agent to obtain charters, and was responsible for remitting payments to SEACOR if charterers paid GOL. GOL brokered SEACOR’s vessels to Cox Operating, LLC, invoicing Cox for $2.7 million plus a brokerage fee. Cox did not pay, subsequently filing for bankruptcy. GOL submitted a prepetition claim in Cox’s bankruptcy, which included SEACOR’s invoices. The bankruptcy court permitted Cox to pay $13 million toward GOL’s prepetition claim to incentivize continued services during bankruptcy, with GOL agreeing to use these funds for claims secured by liens, including SEACOR’s.The United States District Court for the Eastern District of Louisiana granted summary judgment in favor of GOL. It found GOL was not obligated to pay SEACOR from the $13 million, reasoning that GOL had not received payment specifically for SEACOR’s invoices, and that the Trade Agreement required payment only to vendors continuing to provide services to Cox. The court also determined GOL had fulfilled its duty to make reasonable efforts to collect from Cox and dismissed SEACOR’s claims, denying reconsideration.The United States Court of Appeals for the Fifth Circuit reviewed the district court’s grant of summary judgment de novo. The Fifth Circuit held that genuine disputes of material fact exist as to whether any part of the $13 million payment was for SEACOR’s services and whether GOL breached its contractual and fiduciary duties by not remitting payment to SEACOR. The court found the Trade Agreement did not prohibit GOL from paying SEACOR and reversed the district court’s grant of summary judgment. The case was remanded for further proceedings. View "Seacor Marine v. GOL" on Justia Law

A church contracted with a corporation, operated by its president, to refurbish and install a pipe organ. The corporation delivered an unfinished, nonfunctional organ. The church then sued both the corporation and its president, alleging breach of contract and unjust enrichment, and sought to hold the president personally liable by piercing the corporate veil. Both defendants were properly served but did not respond to the complaint.Subsequently, the church moved for a default judgment. The District Court of Cass County, East Central Judicial District, granted the motion, adopting the church’s proposed findings and order verbatim. The court concluded that the corporate veil could be pierced, found fraudulent conduct, and awarded damages totaling $324,640 against both defendants. After judgment was entered, the defendants retained counsel and moved to vacate the default judgment under N.D.R.Civ.P. 60(b)(1), presenting evidence that the president had suffered cognitive decline that excused the failure to respond. The district court denied the motion, finding the evidence of incapacity insufficient and, in its written order, applied additional legal requirements not supported by the cases it cited, including showing diligence, lack of prejudice to the plaintiff, and good faith.On appeal, the Supreme Court of North Dakota reviewed whether the district court abused its discretion in denying the motion to vacate. The Supreme Court held that the district court erred by imposing a heightened legal standard not supported by precedent and by adopting the church’s proposed order verbatim without adequate independent analysis, especially given that many of the order’s case citations were inaccurate or nonexistent. The Supreme Court reversed the order denying the motion to vacate the default judgment and remanded for further proceedings under the correct legal standard. View "St. Paul's Newman Center v. P.J. Swartz, Inc." on Justia Law

A party entered into a contract for investment-management services with a trust company and later brought suit asserting multiple claims related to the agreement. The plaintiff initially filed the action in the Cuyahoga County Court of Common Pleas in 2016, but voluntarily dismissed it in 2017. Within a year, the plaintiff refiled the action, which was again dismissed without prejudice in 2022. Shortly after, and within one year of the second dismissal, the plaintiff commenced a third action asserting similar claims.The defendants moved for judgment on the pleadings in the trial court, contending that the plaintiff could not invoke Ohio’s saving statute, R.C. 2305.19(A), more than once, as the statute of limitations had expired for some claims before the second refiling. The trial court agreed, holding that the saving statute did not apply to the third action and that the claims were time-barred. On appeal, the Eighth District Court of Appeals affirmed the dismissal of the negligence claims but reversed as to the fraud, breach-of-contract, and promissory-estoppel claims, concluding that the latter had not previously relied on the saving statute because their statute-of-limitations periods had not expired at the time of the second filing.The Supreme Court of Ohio reviewed the case and clarified that R.C. 2305.19(A) does not limit the number of times an action may be recommenced if the statute’s requirements are met, regardless of whether the statute of limitations for a claim expired before a prior use of the saving statute. The court held that the saving statute applied to the entire action and that all claims could proceed. The judgment of the Eighth District was affirmed in part and reversed in part, and the case was remanded for further proceedings. View "Kohn v. Glenmede Trust Co., N.A." on Justia Law

Two former employees of a company specializing in heating, ventilation, and air conditioning systems allegedly transferred confidential and trade secret information from their employer to their personal accounts while still employed. They subsequently formed a competing business and left their employer to run it. The employer claimed that these individuals and their new business used confidential information to compete for customers and sought to enjoin them from soliciting certain clients for one year, alongside other relief.The Massachusetts Superior Court heard the employer’s motion for a preliminary injunction. The defendants agreed to return any confidential information and refrain from using it, but did not agree to the restriction on soliciting the employer’s customers. The judge denied the injunction request, finding a genuine dispute as to whether the information taken constituted trade secrets and whether the company took adequate steps to protect it. The judge determined the employer had not established a likelihood of success on the merits or demonstrated irreparable harm, noting that alleged losses could be compensated with monetary damages and did not threaten the existence of the employer’s business.The Supreme Judicial Court of Massachusetts transferred the appeal on its own initiative. The court reviewed whether the motion judge abused discretion and whether proper legal standards were applied. It held that a presumption of irreparable harm does not arise solely from a likelihood of success on a trade secret misappropriation claim. Instead, a party seeking a preliminary injunction must demonstrate irreparable harm through specific proof. Because the employer failed to show that monetary damages would be inadequate, and the defendants had already agreed not to use confidential information, the Supreme Judicial Court affirmed the order denying the injunction. View "Daikin Applied Americas Inc. v. Russo" on Justia Law

A high school principal was terminated by his school district’s board after an internal investigation into allegations that he mistreated a female student over several years and attempted to dissuade staff from making a mandatory report of child abuse. The investigation included interviews with the student, a school counselor, the principal, and other witnesses. The board provided the principal with written notice of the allegations and an opportunity to respond, after which it held a multi-day hearing where both sides presented evidence and witnesses. The board found, by a preponderance of the evidence, that the principal had engaged in inappropriate conduct toward the student and interfered with mandatory reporting obligations, and concluded that there was just and sufficient cause for termination.The principal appealed the dismissal to the Windham Southeast School District Board and, following the board’s decision, filed suit in the Vermont Superior Court, Bennington Unit, Civil Division. He challenged the sufficiency of the evidence, argued that the pre-termination and post-termination processes violated his constitutional rights, and asserted claims of breach of contract, wrongful termination, denial of due process, intentional infliction of emotional distress, and defamation. The civil division dismissed some claims, granted summary judgment to the defendants on the remaining claims, and found that the board’s decision was supported by the record, that the principal was afforded adequate due process, and that no evidence supported claims of bias or other wrongdoing.The Vermont Supreme Court reviewed the case and affirmed the civil division’s decision. The Court held that the principal received constitutionally adequate pre- and post-termination process, that the trial court did not abuse its discretion in denying discovery related to alleged bias, and that sufficient evidence supported the board’s findings and conclusion that just cause existed for dismissal. The Court also found that structural or actual bias claims were either unpreserved or unsupported. View "Perrin v. Windham Southeast Supervisory Union" on Justia Law