Justia Contracts Opinion Summaries

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The Supreme Court of Texas answered two certified questions, holding that the time for determining the existence and amount of unpaid commission due under Tex. Bus. & Com. Code section 54.001(1) is the time the jury or trial court determines the liability of the defendant, whether at trial or through another dispositive trial-court process such as a summary judgment; and that a plaintiff may recover attorney's fees and costs under section 54.004(2) even if the plaintiff does not receive treble damages, if the factfinder determines that the fees and costs were reasonably incurred under the circumstances. The Fifth Circuit held that CPTS was not entitled to treble damages, and the district court was thus correct to grant summary judgment to Horsburgh on the treble damages claim. In this case, there were no unpaid commissions due at the time of judgment, because Horsburgh had already paid all of its outstanding commissions, plus interest. The court also held that CPTS was eligible for attorney's fees simply by virtue of Horsburgh's breach. Therefore, the district court correctly concluded that CPTS was not entitled to treble damages, but erred by granting summary judgment to Horsburgh without awarding CPTS reasonable attorney's fees and costs. Accordingly, the court affirmed in part, vacated in part, and remanded for further proceedings. View "JCB, Inc. v. The Horsburgh & Scott Co." on Justia Law

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The Supreme Court reversed the judgment of the circuit court holding the City of Kansas City in civil contempt of a 1976 modified judgment, holding that the parties could not bring a contempt action to enforce the 1976 modified judgment because they were not parties to the litigation and the 1976 plaintiffs were not certified as a class. Sophian Plaza Association and a class of similarly situated plaintiffs brought claims of breach of injunction, breach of contract, specific performance, and civil contempt stemming from the City's termination of a trash rebate program. The court certified a class and then entered judgment in favor of the class on its claims. The court of appeals affirmed. The Supreme Court reversed, holding that the class could not avail itself of enforcement proceedings brought upon the 1976 modified judgment because they were not parties to the litigation nor were the 1976 plaintiffs certified as a class under Mo. R. Civ. p. 52.08. View "Sophian Plaza Ass'n v. City of Kansas City, Missouri" on Justia Law

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Ron Koenig was the superintendent and principal of the Warner Unified School District (the district). He and the district entered an agreement to terminate his employment one year before his employment agreement was due to expire. Under the termination agreement, Koenig agreed to release any potential claims against the district in exchange for a lump sum payment equivalent to the amount due during the balance of the term of his employment agreement, consistent with Government Code section 53260. The district also agreed to continue to pay health benefits for Koenig and his spouse "until Koenig reaches age 65 or until Medicare or similar government provided insurance coverage takes effect, whichever occurs first." The district stopped paying Koenig's health benefits 22 months later. Koenig then sued to rescind the termination agreement and sought declaratory relief he was entitled to continued benefits pursuant to his underlying employment agreement, which provided that Koenig and his spouse would continue receiving health benefits, even after the term of the agreement expired. After a bench trial, the trial court determined the district's promise in the termination agreement to pay health benefits until Koenig turned 65 violated section 53261, was unenforceable, and rendered the termination agreement void for lack of consideration. Both Koenig and the district appealed the judgment entered after trial. Koenig contended the trial court properly determined the termination agreement was void but should have concluded he was entitled to continued health benefits until the age of 65. The district contended the trial court erred when it concluded the termination agreement was void; rather, the trial court should have severed the termination agreement's unenforceable promise to continue paying benefits, enforced the remainder of the termination agreement, and required Koenig to pay restitution for benefits paid beyond the term of the original agreement. The Court of Appeal concluded the termination agreement's unlawful promise to pay health benefits in excess of the statutory maximum should have been severed to comply with sections 53260 and 53261, Koenig did not establish he was entitled to rescind the termination agreement, and the district was entitled to restitution for health benefits paid beyond the statutory maximum. Judgment was reversed and the trial court directed to enter judgment in favor of the district for $16,607. View "Koenig v. Warner Unified School District" on Justia Law

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In this appeal concerning whether International Business Machines, Corp. (IBM) was entitled to post-judgment interest on its $49.5 million damages award running from the date of the original judgment or running from the judgment on remand the Supreme Court held that the post-judgment interest due to IBM runs from the judgment on remand. The State, acting on behalf of the Family and Social Services Administration, and IBM entered into a contract to improve Indiana's welfare eligibility system. The Supreme Court earlier determined that IBM materially breached the contract and remanded the matter to the trial court to determine damages and appropriate offsets. On remand, the trial court determined damages and that IBM was entitled to offsets in the amount of $49.5 million. The court of appeals determined that IBM was entitled to post-judgment interest on the $49.5 million damages award. In determining at what pointing time post-judgment interest runs the Supreme Court held that post-judgment interest due to IBM stems from the judgment on remand rather than the original judgment. View "International Business Machines Corp. v. State ex rel. Indiana Family & Social Services Administration" on Justia Law

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After a customer purchased a pharmaceutical product from Target (the retailer) which was distributed by McKesson (the supplier), she experienced an adverse reaction to the product that resulted in serious bodily injury. The customer filed suit against Target, and McKesson and Golden State Insurance (the carrier) refused to defend it. Target then filed suit against McKesson and Golden State, seeking to compel them to defend it. The trial court granted McKesson and Golden State's motion for summary adjudication. The Court of Appeal affirmed, holding that the indemnification/defense clause in McKesson's contract with Target and the additional insured endorsement did not require McKesson and Golden State to defend Target against the customer's lawsuit. In this case, the customer's claim was based on Target's mislabeling of a product that was not defective. Therefore, Target's actions came within the exclusions of the additional insured endorsement for repackaging and labeling and relabeling. Furthermore, the additional insured endorsement did not impose on McKesson a duty to provide additional insured coverage that would protect Target from the customer's claim that it had mislabeled the medication and had failed to warn of possible adverse reactions and side effects. View "Target Corp. v. Golden State Insurance Co. Ltd." on Justia Law

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The United States District Court for the Ninth Circuit certified a question of law to the Washington Supreme Court. Specifically, the federal appellate court asked whether an insurance company was bound by its agent’s written representation (made in a certificate of insurance) that a particular corporation was an additional insured under a given policy. This question arose in a case where: (1) the Ninth Circuit already ruled that the agent acted with apparent authority; but (2) the agent’s representation turned out to be inconsistent with the policy; and (3) the certificate included additional text broadly disclaiming the certificate’s ability to “amend, extend or alter the coverage afforded by” the policy. The Washington Supreme Court responded yes: an insurance company is bound by the representation of its agent in the circumstances presented by the federal court. “Otherwise, an insurance company’s representations would be meaningless and it could mislead without consequence.” View "T-Mobile USA, Inc. v. Selective Ins. Co. of Am." on Justia Law

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The Supreme Court reversed in part the circuit court's judgment granting Defendants summary judgment in part and, after a trial, entering a judgment consistent with the jury verdict, holding that a new trial on Plaintiffs' conversion and unjust enrichment claims was necessary. Plaintiffs loaned Defendants nearly $1.2 million, securing the loans with fifty-five promissory notes. Plaintiffs later sued Defendants for breach of contract, unjust enrichment, and conversion. Defendants counterclaimed for conversion and unjust enrichment. The circuit court granted Defendants summary judgment in part, dismissing forty-eight of the promissory notes as time barred and concluding that the related mortgage was unenforceable. After a trial, the jury returned a verdict for Plaintiffs on their breach of contract claim, rejected their claim for conversion, and awarded Defendants $135,000 on their conversion counterclaim. The jury then rendered an advisory verdict for Defendants as to the parties' competing claims for unjust enrichment. The Supreme Court reversed in part, holding that the circuit court (1) abused its discretion by giving a missing witness instruction at trial, (2) erred by allowing the jury to determine the date to begin calculating interest on the enforceable promissory notes, and (3) erred in allowing the jury to consider evidence of the time-barred notes when considering Plaintiffs' claims of unjust enrichment. View "Mealy v. Prins" on Justia Law

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In 2005, Protective Life Insurance Company (Protective Life) issued William McHugh a 60-year term life policy (the policy) that provided for a 31-day grace period before it could be terminated for failure to pay the premium. McHugh failed to pay the premium due on January 9, 2013, and his policy lapsed 31 days later. McHugh passed away in June 2013. This appeal raised one fundamental issue: whether Insurance Code sections 10113.71 and 10113.72 ("the statutes"), which came into effect on January 1, 2013, applied to term life insurance policies issued before the statutes' effective date. Mchugh's daughter, Blakely McHugh, the designated beneficiary under the policy, and Trysta Henselmeier (appellants) sued Protective Life for breach of contract and breach of the implied covenant of good faith and fair dealing, claiming Protective Life failed to comply with the statutes' requirement that it provide a 60-day grace period before it terminated the policy for nonpayment of premium. The parties filed various trial court motions, and Protective Life, relying largely on interpretations of the Department of Insurance (the Department) argued that the statutes did not apply retroactively to McHugh's policy and the claim. The court rejected Protective Life's arguments and ruled that the statutes applied to the claim. The matter proceeded to jury trial and Protective Life prevailed. Appellants appealed both a special verdict in favor of Protective Life and an order denying their motion for judgment notwithstanding the verdict (JNOV). Pursuant to Code of Civil Procedure section 906, Protective Life requested that the Court of Appeal affirm the verdict on the additional ground that the statutes did not apply to the policy and the trial court erred by ruling to the contrary when it denied Protective Life's motion for a directed verdict. The Court of Appeal concurred with Protective Life, finding the trial court should have granted the company’s motion for a directed verdict. View "McHugh v. Protective Life Insurance" on Justia Law

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The Supreme Court denied the writ of mandamus sought by Alex Penland, an inmate at the Toledo Correctional Institution (TCI), to compel Respondents to make available for inspection the contract under which a vendor was permitted to sell food to inmates confined in Ohio prisons, holding that Penland failed to establish that he was entitled to the writ. Penland brought his complaint against Respondents, the Ohio Department of Rehabilitation and Correction and Sonrisa Sehlmeyer, alleging that he made a public-records request to Sehlmeyer asking to review the contract but did not immediately receive a response to his request. When the subsequent inmate grievance process brought by Penland was not resolved to his satisfaction Penland filed this original action. The Supreme Court denied the writ, holding that Penland did not show that Respondents had a clear legal duty to deliver the contract to TCI for Penland's inspection at no cost to him. The Court further denied Penland's request for statutory damages because Penland did not deliver his request to Sehlmeyer by hand or by certified mail. View "State ex rel. Penland v. Ohio Department of Rehabilitation & Correction" on Justia Law

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The parties manufacture and sell equipment that removes water from industrial waste. Gethin founded Watermark's predecessor, “J-Parts,” after leaving his position at JWI. JWI sued Gethin and J-Parts for false designation of origin, trademark dilution, trademark infringement, unfair competition, unjust enrichment, misappropriation of trade secrets, breach of fiduciary duties, breach of contract, and conversion. The parties settled. A stipulated final judgment permanently enjoined Watermark and Gethin and “their principals, agents, servants, employees, attorneys, successors and assigns” from using JWI’s trademarks and from “using, disclosing, or disseminating” JWI’s proprietary information. Evoqua eventually acquired JWI’s business and trade secrets, technical and business information and data, inventions, experience and expertise, other than software and patents, and JWI’s rights and obligations under its contracts, its trademarks, and its interest in litigation. Evoqua discontinued the J-MATE® product line. Watermark announced that it was releasing a sludge dryer product. Evoqua planned to reintroduce J-MATE® and expressed concerns that Watermark was violating the consent judgment and improperly using Evoqua’s trademarks. Evoqua sued, asserting copyright, trademark, and false-advertising claims and seeking to enforce the 2003 consent judgment. The district court held that the consent judgment was not assignable, so Evoqua lacked standing to enforce it and that the sales agreement unambiguously did not transfer copyrights. A jury rejected Evoqua’s false-advertising claim but found Watermark liable for trademark infringement. The Sixth Circuit vacated in part. The consent judgment is assignable and the sales agreement is ambiguous regarding copyrights. View "Evoqua Water Technologies, LLC v. M.W. Watermark, LLC" on Justia Law