Justia Contracts Opinion Summaries
Kenneth P. Jacobus, P.C. v. Kalenka
After a conflict of interest between an attorney and a long-time client arose during settlement negotiations, the attorney filed a confidential motion with the superior court criticizing his client. The client discharged the attorney and hired new counsel. But the attorney continued to control the settlement funds and disbursed himself his fee, even though the amount was disputed by the client. The court found that the attorney’s actions had violated the rules of professional conduct and ordered forfeiture of most of his attorney’s fees. Finding no reversible error in that decision, the Alaska Supreme Court affirmed the superior court. View "Kenneth P. Jacobus, P.C. v. Kalenka" on Justia Law
Collier v. Dade Capital Corporation
Consolidated appeals stemmed from an August 2012 transaction in which SMM Gulf Coast, LLC ("SMM"), purchased the assets of four salvage and recycling businesses in Alabama and Mississippi. After that transaction closed, Dade Capital Corporation ("Dade"), a creditor of one of the businesses whose assets were purchased by SMM, and Dade's president David Fournier, who owned stock in that same business, sued SMM, the four businesses that had sold their assets to SMM, and various individuals associated with those businesses alleging that Dade and Fournier should have received a greater share of the purchase price paid by SMM. Following a bifurcated trial, the trial court found that Dade and Fournier's claims were barred by a release agreement that Fournier executed in conjunction with the transaction and entered a judgment against them. SMM, two of the businesses that had sold their assets to SMM, and two individuals with ownership interests in those businesses subsequently moved the trial court to award them attorney fees, court costs, and litigation expenses in accordance with a prevailing-party provision in the release agreement. The trial court denied their motions, and those parties appeal, arguing that the prevailing-party provision entitles them to the requested awards and that they have not waived their right to recover the requested amounts. The Alabama Supreme Court determined that none of the reasons the trial court used as grounds for denial SMM's reimbursement motions was a proper basis for denial. Judgment was reversed and the matter remanded for the trial court to consider the evidence submitted by SMM and the appellant sellers in conjunction with their motions for reimbursement and to enter an appropriate award based on that evidence. View "Collier v. Dade Capital Corporation" on Justia Law
Parkway 1046, LLC v. U.S. Home Corporation
U.S. Home challenges the district court's orders granting judgment, prejudgment interest, and attorneys' fees to Parkway in an action stemming from disputes over land and purchase development contracts. The Fourth Circuit held that the plain language of the contracts supports the district court's conclusion that Parkway's lawsuit is timely. In this case, Parkway's cause of action did not accrue until 2017, and the lawsuit was filed in the same year. However, the court held that the district court erred in ordering U.S. Home to pay prejudgment interest dating from May 27, 2008 and attorneys' fees. Under Maryland law, the court explained that Parkway is entitled to prejudgment interest only from the date of the purchase in 2017. Under the contract, Parkway may not be awarded attorneys' fees. Accordingly, the court reversed and vacated in part, remanding for instructions to award prejudgment interest from April 21, 2017. View "Parkway 1046, LLC v. U.S. Home Corporation" on Justia Law
Maslowski v. Prospect Funding Partners LLC
The Supreme Court reversed the decision of the court of appeals affirming the judgment of the district court that Appellant could not enforce the contract between Appellant and Respondent whereby Appellant purchased an interest in Respondent's personal injury suit because it violated Minnesota's common law prohibition against champerty, holding that Minnesota's common-law prohibition against champerty is abolished. When Respondent settled her suit and did not abide by the terms of the contract, Appellant sued to enforce the contract. Both the district court and the court of Appeals held that Appellant could not enforce the agreement against Respondent because Minnesota law applied to the agreement and the agreement violated Minnesota's common-law prohibition against champerty. The Supreme Court reversed, holding (1) because the contract was champertous the lower courts did not err in determining that, under prior decisions, the contract was unenforceable; but (2) changes in the legal profession and in society show that the ancient prohibition against champerty is no longer necessary. View "Maslowski v. Prospect Funding Partners LLC" on Justia Law
Russomano v. Novo Nordisk Inc.
The First Circuit affirmed the district court's denial of Novo Nordisk Inc.'s motion for a temporary restraining order and preliminary injunction against Thomas Russomano, one of its former employees, and BioMarin Pharmaceutical, Inc., Russomano's current employer, holding that the district court did not abuse its discretion in finding that Novo Nordisk could not show a likelihood of success on the merits. Novo Nordisk sought to enforce the terms of a confidentiality and non-compete agreement that Russomano signed when he was employed at Novo Nordisk. The agreement prohibited Russomano from working for a competitor for one year after the end of his employment at Novo Nordisk and from disclosing confidential information. The district found that Novo Nordisk was not likely to succeed on the merits. The First Circuit affirmed, holding that the district court did not err in concluding that Novo Nordisk's termination letter was unambiguous that Russomano's employment ended on August 2, 2018. View "Russomano v. Novo Nordisk Inc." on Justia Law
Dellinger v. Wolf, et al.
Kinsale Insurance Company appealed a district court’s partial summary judgment determining Kinsale had a duty to defend QEP Energy Company (“QEP”). QEP moved to dismiss the appeal, arguing the partial summary judgment was not appealable. Kinsale responded, asserting the Declaratory Judgment Act provided a statutory basis for the appeal. The North Dakota Supreme Court concluded the Declaratory Judgment Act did not provide a statutory basis for the appeal, and therefore dismissed the appeal for lack of jurisdiction. View "Dellinger v. Wolf, et al." on Justia Law
Rocky Mountain Presstress v. Liberty Mutual Fire Insurance
Colorado Center Development, LLC, the owner of certain property in Denver, Colorado, hired J.E. Dunn Construction Company to construct an office building (the Project). Colorado Center purchased from Defendant Liberty Mutual Fire Insurance Company a Builder’s Risk insurance policy (the Policy). The Policy provided protection against “direct physical loss or damage caused by a covered peril to ‘buildings or structures’ while in the course of construction, erection, or fabrication.” J.E. Dunn hired plaintiff Rocky Mountain Prestress, LLC (RMP) as a subcontractor to perform work including “engineer[ing], supply[ing,] and install[ing] all precast concrete components, connections, and erections aids” and “[s]upply[ing] and install[ing] grout and/or patching of all connections required by the engineering for the structural integrity of the precast.” Because of “potential concerns that arose at another project” relating to “sinking pillars/columns,” J.E. Dunn requested RMP to retain a third-party engineering firm to investigate “potential structural issues” with RMP’s work on the Project. The engineering firm concluded that the Project required “repairs to insufficiently grouted joints between precast concrete column and pilaster elements” at 264 locations throughout the structure. The engineering firm began its investigation in August 2016, and the final grouting repair work was completed in February 2017. In the meantime, in November 2016, RMP submitted a claim to Liberty seeking coverage under the Policy. The district court granted summary judgment in favor of the insurance company on three independent grounds: (1) RMP had not shown that the claimed loss was fortuitous; (2) the claimed loss did not constitute “direct physical loss or damage” as required for coverage under the policy; and (3) even if there might otherwise have been coverage, the claimed loss fell within the policy’s exclusion for defective workmanship. After review, the Tenth Circuit affirmed the district court’s decision based on the defective-workmanship exclusion. View "Rocky Mountain Presstress v. Liberty Mutual Fire Insurance" on Justia Law
Anesthesiology Consultants of Cheyenne, LLC v. Stevens
The Supreme Court affirmed the jury's verdict in favor of Dr. Ronald E. Stevens on Anesthesiology Consultants of Cheyenne, LLC's (ACC) claims for brach of fiduciary duties, breach of the covenant of good faith and fair dealing and breach of contract, holding that there was no error. ACC claimed that Dr. Stevens, its former manager and member, took for himself ACC's business opportunity to provide anesthesiology services to an eye surgery center. When this case was first before the Supreme Court, the Court concluded that the district court erred in granting ACC summary judgment because genuine issues of material fact existed as to ACC's covenant of good faith and fair dealing and breach of fiduciary duty claims. On remand, the jury rendered a verdict in favor of Dr. Stevens on all claims. The Supreme Court affirmed, holding (1) sufficient evidence supported the jury's verdict that Dr. Stevens did not breach his fiduciary duties of loyalty and care or the covenant of good faith and fair dealing; and (2) because the law of the case doctrine did not apply to the district court's summary judgment ruling on ACC's breach of contract claim, the court properly submitted that claim to the jury. View "Anesthesiology Consultants of Cheyenne, LLC v. Stevens" on Justia Law
TPR, Inc. v. Paychex, Inc.
The Supreme Judicial Court vacated the order entered by the superior court denying Defendant's motion to compel arbitration of, and dismissing all counts in, a complaint filed against it by Plaintiff, holding that the superior court did not make the statutorily required determination as to whether the parties agreed to arbitrate the dispute. In 2017, the parties entered into a contract whereby Defendant would provide payroll services to Plaintiff. In 2019, Plaintiff filed a complaint against Defendant asserting claims for fraud, negligence, and breach of contract. Defendant moved to dismiss the complaint and to compel arbitration under an arbitration clause contained in the parties' contract. The court denied Defendant's motion, holding that it could not be concluded as a matter of law that the parties entered into a valid agreement to arbitrate. The Supreme Judicial Court vacated the judgment, holding that remand was required because the trial court denied Defendant's motion without making the finding regarding arbitrability required by Me. Rev. Stat. 14, 5928(1). View "TPR, Inc. v. Paychex, Inc." on Justia Law
R3 Composites Corp. v. G&S Sales Corp.
G&S had a written contract to work as a representative for a manufacturer, R3. The critical term dealing with sales commissions did not show any agreement on commission rates. It said that the parties would try to agree on commission rates on a job-by-job, customer-by-customer basis. While the original 2011 “agreement to agree” would not have been enforceable by itself, the parties did later agree on commission rates for each customer and went forward with their business. In 2014, changes made by customers in their ordering procedures led to disputes about commissions. The district court granted summary judgment for R3, relying primarily on the original failure to agree on commission rates. The Seventh Circuit reversed. A reasonable jury could find that the later job-by-job commission agreements were governed by the broader terms of the original written contract. The rest of the case is “rife with factual disputes that cannot be resolved on summary judgment.” View "R3 Composites Corp. v. G&S Sales Corp." on Justia Law