Justia Contracts Opinion Summaries

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The Supreme Judicial Court vacated the portion of the trial court's judgment denying Plaintiff's claim under Mass. Gen. Laws ch. 93A, 11 and affirmed the remainder of the judgment, holding that the judge erred in instructing the jury under section 11.The attorney defendants in this case misappropriated propriety materials from their employer during their employment and subsequently used those materials to compete with their former employer. A jury found Defendants liable on claims for conversion, conspiracy, and breach of the duty of loyalty. The jury denied relief on the plaintiff employer's claims for unfair or deceptive trade practices, in violation of section 11. The Supreme Judicial Court vacated the judgment in part, holding that Defendants may be liable for unfair or deceptive trade practices, and the judge erred in instructing the jury that Defendants' conduct before leaving their employer was not relevant to Plaintiff's claim under section 11. View "Governo Law Firm LLC v. Bergeron" on Justia Law

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In this contract dispute involving the correct interpretation of a mineral lease's "continuous drilling program" provision the Supreme Court held that the court of appeals erred in reversing partial summary judgment for the lessee on the contract-construction issue.Lessor and Lessee were the successors-in-interest to an oil-and-gas top lease covering a 30,450-acre parcel of land. At the end of the primary term, Lessee was required to reassign to Lessor all of Lessee's operating rights in each tract of the lease not then held by production unless Lessee was engaged in a "continuous drilling program." Notwithstanding Lessee's continued drilling operations, Lessor filed a suit seeking a declaration that the lease had terminated. The trial court granted partial summary judgment for Lessor, concluding that the lease had not terminated as to non-producing tracts. The court of appeals reversed. The Supreme Court reversed, holding (1) under the lease's special definition of drilling operations, activities other than spudding-in a well are sufficient to maintain the lease as to non-producing tracts; and (2) the record conclusively established that Lessee was engaged in a continuous drilling program within the meaning of the lease. View "Sundown Energy LP v. HJSA No. 3" on Justia Law

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After a jury found that the manufacturer breached its duty to sell its products to certain customers exclusively through the distributor, the manufacturer appealed the denial of a directed verdict as to the status of two customers under the contract. The distributor cross-appealed a ruling that invalidated the contract's liquidated-damages clause and a ruling that prevented it from pursuing lost-profit damages.The Eleventh Circuit concluded that, under Federal Rule of Civil Procedure 6, the closure of the clerk's office renders the office inaccessible and tolls the filing deadline, which makes the motion timely. Therefore, the district court did not err in denying the manufacturer's Federal Rule of Civil Procedure 50 motions. The court also concluded that the district court did not err when it ruled that the liquidated-damages clause was unenforceable because $2 million a breach was grossly disproportionate to the foreseeable actual damages, and the disproportionality amounts to an unenforceable penalty. The court further concluded that the district court did not abuse its discretion by excluding lost-profit damages because Circuitronix failed to disclose its computation of those damages. View "Circuitronix, LLC v. Kinwong Electronic (Hong Kong) Co., Ltd." on Justia Law

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In this appeal arising from a contract action, the First Circuit affirmed the judgment of the district court denying Appellants' post-trial request for a declaratory judgment, holding that the district court did not abuse its discretion.Appellants, Covidien LP and Covidien Holding Inc. (collectively Covidien), brought this action against Brady Esche, a former employee, who assigned medical device patent rights to a company he subsequently founded, seeking declaratory judgment to the effect that Esch assign his rights, title, and interest in the patent applications to Covidien. Covidien also alleged that Esch breached his obligations under employment and/or separation agreements he signed. The jury found that Esch breached confidential information and awarded Covidien damages. Covidien subsequently moved for a declaratory judgment asking that Esch be required to assign to Covidien the inventions he subsequently made. The district court denied the request. The First Circuit affirmed, holding that the district court did not abuse its discretion in denying Appellants' post-trial declaratory judgment request. View "Covidien LP v. Esch" on Justia Law

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In 2014, the Rowlands first met with Morris (SMF), for financial planning advice. In 2015, Morris sold them two annuity contracts; in 2016, Morris sold them universal life insurance. In 2017, the Rowlands hired Morris to manage their investment accounts and completed SMF’s Asset Management Agreement (AMA) and new account forms from TD Ameritrade, which were bundled into a single, 54-page pdf. The Rowlands signed the forms using the online platform, “DocuSign.” The AMA included an arbitration section. Right above the signature block, the contract included this disclaimer, bolded and in all capital letters: “This Agreement contains a pre-dispute arbitration clause.”The Rowlands filed suit, alleging contract and fraud claims. The parties submitted different versions of the AMA to the court for its decision on SMF’s motion to compel arbitration. The district court found that the parties had not formed an agreement to arbitrate. The Fourth Circuit affirmed. Under the Federal Arbitration Act, courts determine whether a contract has been formed. Here, there was no meeting of the minds. The versions of the AMA signed by the Rowlands and by SMF’s agent contained materially different terms. View "Rowland v. Sandy Morris Financial LLC" on Justia Law

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The Supreme Court dismissed this appeal for want of jurisdiction, holding that no final order had been entered in this matter.The co-personal representatives of the Estate of Gale S. Iverson sued Cheri Eaton, Iverson's former caretaker, seeking to recover property that the Estate alleged Eaton unlawfully transferred to herself. The Estate requested that Eaton be ordered to provide the Estate an accounting. Eaton, in turn, sued the Estate in a separate action for breach of express and implied contract and quantum meruit. The district court consolidated the actions, denied Eaton's claims, and ordered that Eaton provide the Estate an accounting. Eaton appealed. The Supreme Court dismissed the appeal for want of jurisdiction, holding that no final order had been entered in this matter. View "Davidson-Eaton v. Iversen" on Justia Law

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The Supreme Court affirmed the judgment of the superior court denying Defendant's renewed motion for judgment as a matter of law or, in the alternative, a motion for a new trial, holding that the trial justice did not err in denying the motions.A dispute over certain real property resulted in litigation and a jury trial. Plaintiff bought an eight-count amended complaint against Defendant. The jury was instructed to consider only Plaintiff's promissory estoppel and unjust enrichment claims, and the jury rendered a verdict in favor of Plaintiff on those counts. The Supreme Court affirmed, holding that Defendant was not entitled to judgment as a matter of law or a new trial as to the promissory estoppel and unjust enrichment claims. View "Salvatore v. Palangio" on Justia Law

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The Supreme Court reversed the order of the circuit court granting summary judgment in favor of American Bituminous Power Partners (AMBIT) and dismissing the breach of contract action brought by Horizon Ventures of West Virginia, holding that the circuit court erred in finding that the agreement between the parties was unconscionable.Horizon and AMBIT entered into a contract and agreement whereby Horizon agreed to provide consulting services to AMBIT in exchange for $50,000 annually. When, years later, AMBIT refused to pay Horizon, Horizon brought this breach of contract action. The circuit court granted summary judgment for AMBIT, finding that the agreement was substantively unconscionable and violative of public policy. The Supreme Court reversed, holding that the circuit court erred in finding the consulting agreement unconscionable without finding both procedural and substantive unconscionability. View "Horizon Ventures of West Virginia, Inc. v. Bituminous Power Partners, L.P." on Justia Law

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The Court of Appeals affirmed the judgment of the court of special appeals concluding that prejudgment interest on defense costs where a party breaches its duty to defend does not fall within the exception to the "modified discretionary approach" and is within the discretion of the fact-finder.The modified discretionary approach used by Maryland courts in awarding prejudgment interest generally places the award of prejudgment interest within the discretion of the trier of fact but also recognizes exceptions where a plaintiff is entitled to prejudgment interest as a matter of right. At issue was whether prejudgment interest should be awarded as a matter of right. The Court of Appeals held (1) prejudgment interest on defense costs is left to the discretion of the fact-finder; and (2) where the jury in this case was not presented with a claim of prejudgment interest, was not instructed on the issue, and did not separately state an award of prejudgment interest in the verdict, the circuit court was not authorized to award prejudgment interest. View "Nationwide Property & Casualty Insurance Co. v. Selective Way Insurance Co." on Justia Law

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The Supreme Court reversed the judgment of the circuit court declining to award attorney's fees to Plaintiffs in this case, holding that the circuit court erred in failing to award the amount of attorney's fees Plaintiffs incurred in defending lawsuits initiated by Defendant as damages in this action for breach of a covenant not to sue.During bankruptcy proceedings, the parties in this case entered into a settlement agreement wherein Plaintiffs relinquished all rights to sue Defendants. Less than one year later, Defendant breached the covenant not to sue by suing Plaintiffs twice in state court and once in federal court. Plaintiffs then brought this action alleging breach of the settlement agreement. The circuit court granted summary judgment for Plaintiffs but declined to award attorney's fees. The Supreme Court reversed, holding that the circuit court erred by denying an award of attorney's fees. View "Bolton v. McKinney" on Justia Law