Justia Contracts Opinion Summaries

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Sapa manufactures aluminum extruded profiles, pre-treats the metal and coats it with primer and topcoat. For decades, Sapa supplied “organically coated extruded aluminum profiles” to Marvin, which incorporated these extrusions with other materials to manufacture aluminum-clad windows and doors. This process was permanent, so if an extrusion was defective, it could not be swapped out; the whole window or door had to be replaced. In 2000-2010, Marvin bought about 28 million Sapa extrusions and incorporated them in about 8.5 million windows and doors. Marvin sometimes received complaints that the aluminum parts of its windows and doors would oxidize or corrode. The companies initially worked together to resolve the issues. In the mid-2000s, there was an increase in complaints, mostly from people who lived close to the ocean. In 2010, Marvin sued Sapa, alleging that Sapa had sold it extrusions that failed to meet Marvin’s specifications. In 2013, the companies settled their dispute for a large sum. Throughout the relevant period, Sapa maintained 28 commercial general liability insurance policies through eight carriers. Zurich accepted the defense under a reservation of rights, but the Insurers disclaimed coverage. Sapa sued them, asserting breach of contract. The district court held that Marvin’s claims were not an “occurrence” that triggered coverage. The Third Circuit vacated in part, citing Pennsylvania insurance law: whether a manufacturer may recover from its liability insurers the cost of settling a lawsuit alleging that the manufacturer’s product was defective turns on the language of the specific policies. Nineteen policies, containing an Accident Definition of “occurrence,” do not cover Marvin’s allegations, which are solely for faulty workmanship. Seven policies contain an Expected/Intended Definition that triggers a subjective-intent standard that must be considered on remand. Two policies with an Injurious Exposure Definition also include the Insured’s Intent Clause and require further consideration. View "Sapa Extrusions, Inc. v. Liberty Mutual Insurance Co." on Justia Law

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Plaintiffs appealed the district court's dismissal of their state tort claims against defendants, alleging intentional infliction of emotional distress, tortious interference with contract, and negligent supervision or retention. Plaintiffs' claims stemmed from the actions of Fox News employees after their son, Seth Rich, was murdered during a botched robbery. A Fox News Reporter, Malia Zimmerman, and a Fox News commentator, Ed Butowsky, recruited a contributor to infiltrate the Rich family in order to find information to give credence to a conspiracy theory that Seth had leaked DNC emails to WikiLeaks and was assassinated for doing so. Applying de novo review, the Second Circuit held that the allegations in the complaint sufficiently stated a claim for intentional or reckless "extreme and outrageous" conduct against the Riches on the part of defendants; the complaint plausibly alleged that defendants tortiously interfered with the contract between the Riches and the contributor, who the Riches hired as a private investigator to look into the circumstances of Seth's death; and an amended complaint could likely cure any defect in plaintiffs' claim of negligent supervision or retention regarding the employment relationship between Fox News and Zimmerman and Wheeler. The court vacated and remanded for further proceedings. View "Rich v. Fox News Network, LLC" on Justia Law

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Parke Bancorp (“Parke”) made a loan to 659 Chestnut LLC (“659 Chestnut”) in 2016 to finance the construction of an office building in Newark, Delaware. 659 Chestnut pleaded a claim in the Superior Court for money damages in the amount of a 1% prepayment penalty it had paid under protest when it paid off the loan. The basis of 659 Chestnut’s claim was that the parties were mutually mistaken as to the prepayment penalty provisions of the relevant loan documents. Parke counterclaimed for money damages in the amount of a 5% prepayment penalty, which it claimed was provided for in the agreement. After a bench trial, the Superior Court agreed with 659 Chestnut and entered judgment in its favor. After review, the Delaware Supreme Court reversed and directed entry of judgment in Parke’s favor on 659 Chestnut’s claim. Although Parke loan officer Timothy Cole negotiated on behalf of Parke and represented to 659 Chestnut during negotiations that there was a no-penalty window, the parties stipulated that: (1) everyone knew that Cole did not have authority to bind Parke to loan terms; and (2) everyone also knew that any terms proposed by Cole required both final documentation and approval by Parke’s loan committee. It was evident to the Supreme Court that 659 Chestnut did not offer clear and convincing evidence that Parke’s loan committee agreed to something other than the terms in the final loan documents. Accordingly, it Directed entry of judgment for Parke. View "Parke Bancorp Inc., et al. v. 659 Chestnut LLC" on Justia Law

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Baker Hughes filed suit against UE for breach of contract and express and implied warranties after a containerized air booster compressor manufactured by UE ruptured and injured a Baker Hughes contractor. The express warranty pertinent to the claims at issue was contained in section 28 of the LOGIC Terms. The Fifth Circuit affirmed the district court's judgment in favor of UE, holding that this was a claim of breach of warranty, not breach of contract; the express warranty for defects correction expired, taking with it Baker Hughes's remedy for the defective booster; the implied warranties were displaced by Section 28's express warranty and by Section 4.3's complete allocation of responsibility for the boosters' design to Baker Hughes; and the district court did not abuse its discretion by awarding monetary sanctions against Baker Hughes in light of its delay in shipping the valve at issue. View "Baker Hughes Process & Pipeline Services, LLC v. UE Compression, LLC" on Justia Law

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In this breach of contract case the Supreme Court affirmed the judgment of the district court denying Appellant's Wyo. R. Civ. P. 60(b) motion, holding that neither documents in a party's possession nor public records in existence at the time of trial are newly discovered evidence if, with due diligence, they could have been discovered prior to trial. In its rule 60(b) motion Appellant argued that two pieces of evidence - one of which it possessed and the other which was a matter of public record at the time of trial - constituted newly discovered evidence. The trial court denied the motion. Appellant appealed, arguing that it was not for a lack of due diligence that it did not discover the documents in its physical possession or data available on a website prior to trial. The Supreme Court disagreed, holding that the district court did not abuse its discretion in finding the evidence was not newly discovered because Appellant failed to exercise due diligence. View "SWC Production, Inc. v. Wold Energy Partners, LLC" on Justia Law

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This appeal stemmed from the parties' longstanding dispute over the literary works of John Steinbeck. In this case, a federal jury in Los Angeles unanimously awarded plaintiff, as executrix of Elaine's estate (Elaine was the widow of Steinbeck), compensatory damages for slander of title, breach of contract, and tortious interference with economic advantage, and punitive damages against defendants. Determining that it had jurisdiction, the Ninth Circuit affirmed the orders granting summary judgment and striking defendants' defenses to tortious interference on grounds of collateral estoppel. Furthermore, the panel explained that it follows that the district court's decisions to exclude evidence related to defendants' different understanding of the agreement at issue or the validity of the prior court decisions were not abuses of discretion. The panel affirmed the compensatory damages award, holding that the record contained substantial evidence to support the awards on each cause of action independently. Furthermore, the compensatory damages were not speculative. The panel held that there was more than ample evidence of defendants' malice in the record to support the jury's verdict, thus triggering entitlement to punitive damages. However, the panel vacated and remanded with instructions to dismiss the punitive damages claims against Gail, Steinbeck's daughter-in-law, based on lack of meaningful evidence of Gail's financial condition and her ability to pay. View "Kaffaga v. The Estate of Thomas Steinbeck" on Justia Law

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Plaintiffs appealed the district court's dismissal of their claims against Sequoia Fund, alleging that Sequoia Fund breached a contractual obligation not to concentrate its investments in a single industry. The Second Circuit agreed with the district court's alternative holding and affirmed the judgment. The court assumed, without deciding, that plaintiffs plausibly alleged the existence of a contract that included the Concentration Policy as an enforceable term that could not be changed without a shareholder vote. Even assuming the existence of a binding contract, however, the court held that plaintiffs failed to plausibly allege a breach. In this case, because the SEC's 1998 Guidance ‐‐ and by extension the Concentration Policy ‐‐ allows for the passive increases at issue, plaintiffs have failed to allege a violation of the Concentration Policy. View "Edwards v. Sequoia Fund, Inc." on Justia Law

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In 1968, the Hamilton County, Ohio Board of County Commissioners and Cincinnati consolidated their sewer districts into a single sewer system and entered an agreement providing that the city would manage the sewer system’s operations, subject to County oversight, for 50 years. After the city indicated that it planned to unilaterally withdraw from the agreement in 2018, the Board sought judicial intervention. The district court found that the city’s withdrawal would interfere with environmental remediation projects that the city and Board had committed to implement under a 2004 consent decree. The court temporarily extended the term of the 1968 agreement, enjoining the city’s withdrawal pursuant to the court’s inherent power to enforce consent decrees. The Sixth Circuit affirmed. The district court did not abuse its discretion in granting the temporary injunction because doing so was necessary to enforce the terms and objectives of the 2004 consent decree. District courts possess broad authority to enforce the terms of consent decrees, even where doing so requires interfering with municipal prerogatives or commitments. View "United States v. Board of County Commissioners of Hamilton County" on Justia Law

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Jason Blanks, Peggy Manley, Kimberly Lee, Nancy Watkins, Randall Smith, Trenton Norton, Earl Kelly, Jennifer Scott, and Alyshia Kilgore (referred to collectively as "the customers") appealed the denial of a motion to compel arbitration and a declaratory judgment entered in an action brought by TDS Telecommunications LLC, and its two affiliates, Peoples Telephone Company, Inc., and Butler Telephone Company, Inc. (referred to collectively as "the Internet providers"). The customers subscribed to Internet service furnished by the Internet providers; their relationship was governed by a written "Terms of Service." The customers alleged that the Internet service they have received was slower than the Internet providers promised them. At the time the customers learned that their Internet service was allegedly deficient, the Terms of Service contained an arbitration clause providing that "any controversy or claim arising out of or relating to [the Terms of Service] shall be resolved by binding arbitration at the request of either party." In the declaratory-judgment action, the trial court ruled that the Internet providers were not required to arbitrate disputes with the customers. The Alabama Supreme Court determined the arbitration clause in the applicable version of the Terms of Service included an agreement between the Internet providers and the customers that an arbitrator was to decide issues of arbitrability, which included the issue whether an updated Terms of Service effectively excluded the customers' disputes from arbitration. Accordingly, the Supreme Court reversed the trial court's denial of the customers' motion to compel arbitration and its judgment declaring the updated Terms of Service "valid and enforceable," and remanded the case for further proceedings. View "Blanks et al. v. TDS Telecommunications LLC" on Justia Law

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The First Circuit reversed in part and affirmed in part the decision of the district court dismissing with prejudice Plaintiff's claims of alleging that he was denied the fruits of a profitable exclusive-seller agreement for the sale of a Ferrari when Defendant caused the breach of that agreement by threatening economic harm to the other party to the contract, holding that Plaintiff plausibly pleaded his claim of tortious interference with an existing contract. Plaintiff brought suit against Defendant alleging claims of tortious interference with an advantageous business relationship, tortious interference with an existing contract, and violations of Massachusetts's Consumer Protection Law, Mass. Gen. Laws ch. 93A, 11. The district court dismissed the suit, concluding that Plaintiff had failed plausibly to allege any impermissible motive or means of interference with Plaintiff's business relationships or existing contracts. The First Circuit reversed in part, holding (1) Plaintiff plausibly pleaded that Defendant harmed Plaintiff by tortiously interfering with the contract; and (2) the district court correctly dismissed Plaintiff's remaining claims. View "Hamann v. Carpenter" on Justia Law