The Morningstars contracted to purchase a residential property from the Robisons, who intended to buy a nearby vacant lot and build a new house. When the lot they wished to buy was purchased by someone else, the Robisons failed to comply with the terms of the contract with the Morningstars. The Morningstars sought specific performance and monetary damages. The district court found the Robisons breached the contract, but denied the request for specific performance and awarded monetary damages.The Wyoming Supreme Court reversed. The district court erred in placing the burden on the Morningstars to prove monetary damages were an inadequate or impractical remedy and abused its discretion when it found specific performance was not an appropriate remedy. After finding only one of the special equities factors weighed in favor of the Robisons, the court essentially rewrote the contract to allow the Robisons to cancel because their preferred lot was unavailable. The Robisons admit they “had no legal recourse to cancel.” On remand, when determining if any monetary damages should be awarded in addition to specific performance, the court’s “guiding principle” should be to relate the contract back to August 2021, and place the Morningstars in as nearly the same position as they would have been in if the Robisons had not breached the contract. View "Morningstar v. Robison" on Justia Law

Integra is an accountable-care organization under the Medicare Shared Savings Program (MSSP). RIPCPC is an independent practice association of physicians located in Rhode Island. The plaintiffs (Hayden, King, Corsi) are primary care physicians and operated their own independent practices. Each participated in Integra until 2018, when they terminated their respective agreements upon the sale of their respective independent practices (Integra agreements) and terminated their relationships with RIPCPC. The plaintiffs alleged breach of contract, unjust enrichment, breach of the implied covenant of good faith and fair dealing, conversion, and anticipatory breach/repudiation against Integra and RIPCPC, claiming that Integra and RIPCPC owed plaintiffs certain payments and shared savings for 2017 and 2018.The defendant’s motion to dismiss was granted as to breach of the implied covenant of good faith and fair dealing by RIPCPC and anticipatory breach/repudiation by RIPCPC. RIPCPC then successfully moved to stay the proceedings and compel arbitration as to plaintiffs’ claims against RIPCPC for breach of contract, unjust enrichment, conversion, and declaratory judgment. The Rhode Island Supreme Court held that the hearing justice did not err in granting RIPCPC’s motion to compel arbitration with regard to Hayden’s claims for breach of contract, conversion, and unjust enrichment nor in granting RIPCPC’s motion to compel arbitration with regard to Corsi’s claim for breach of contract but erred in granting RIPCPC’s motion to compel arbitration with regard to Corsi’s claims and King’s claims for conversion and unjust enrichment. View "Hayden v. Integra Community Care Network, LLC" on Justia Law

Plaintiff Union Mutual Fire Insurance Company (“Union Mutual”) appealed from a district court judgment. On March 4, 2017, a fire started at Liberty Avenue in Queens, New York, spreading to and damaging four neighboring buildings insured by Union Mutual. After an investigation, the fire marshals concluded, but could not determine with certainty, that the fire originated in the extension cords used by Ace Caribbean Market. Union Mutual paid proceeds to the damaged neighboring buildings and subrogated into their owners’ tort claims. Union Mutual then sued Ace Caribbean Market and others (collectively, “Defendants”), alleging that their negligent use of the extension cords caused the fire. The district court granted summary judgment for Defendants. At issue on appeal is whether evidence that a fire may have originated in the extension cords is sufficient to show that (a) the owners and proprietors were negligent in their use of the extension cords and (b) if they were negligent, that negligence was the cause of the fire.   The Second Circuit affirmed, holding that such evidence is not sufficient. The court held that, at most, Union Mutual produced weak circumstantial evidence that something wrong with the extension cords caused the fire. But, even assuming a reasonable jury could so conclude, Union Mutual showed no evidence of negligence whatsoever on Defendants’ part, and evidence of causation by itself is not evidence of negligence. The court concluded that there may have been negligence and that negligence may have been the cause of the fire. But no inference that it was Defendants’ negligence is permissible on the facts. View "Union Mut. Fire Ins. Co. v. Ace Caribbean Mkt." on Justia Law

Reliant Life Shares, LLC (Reliant or LLC) was a profitable limited liability company owned in equal parts by three members. Two of them, SM and DC, were longtime friends and business partners. After DC stopped working out of the offices of Reliant because of a medical condition, no one at Reliant expected him to return to work, but SM assured CDC he remained a loyal business partner. Before long, however, SM and the third member of Reliant, SG, tried to force out DC, splitting the company’s profits and other revenues 50/50 and paying DC nothing. The LLC sued DC, seeking a declaratory judgment that he was properly removed as a member of the LLC. DC cross-complained against the parties and the LLC, alleging breach of contract, fraud, breach of the duty of loyalty and several other causes of action, seeking damages, an accounting and imposition of a constructive trust over funds obtained through violation of fiduciary duties. The jury awarded DC damages and valued his equity interest. The LLC, SM, SG, and several of their entities appealed. They assert a multitude of arguments for reversal of the judgment.   The Second Appellate District found no merit in any of the claims and affirmed the judgment in full. The court found that the trial court acted well within its discretion when it decided alter ego claims in phase one. Further, the court found no merit in the election of remedies argument, either as it relates to prejudgment interest or anything else. View "Reliant Life Shares, LLC v. Cooper" on Justia Law

Appellant Southern Orthopaedic Specialists, L.L.C. (“Southern Orthopaedic”) sued its insurer, State Farm Fire & Casualty Company (“State Farm”), to recover business interruption losses caused by covid-related shutdowns. It also claims that State Farm negligently misrepresented the scope of the policy’s coverage. The district court dismissed these claims as foreclosed by the policy and Louisiana law.   The Fifth Circuit affirmed. The court held that Southern Orthopaedic’s pleadings fall short. They do not allege that covid caused “tangible or corporeal” property damage. Nor do they allege that the presence of covid particles required physically repairing or replacing any part of Southern Orthopaedics’s property. Nor do they claim that the presence of covid necessitated lasting alterations to the property. Without allegations of this nature, Southern Orthopaedic cannot meet the requirement of pleading an “accidental direct physical loss” under the policy. View "S Orthopaedic Spclt v. State Farm Fire" on Justia Law

Plaintiffs filed claims against the Ford Motor Company (FMC) for alleged defects in vehicles the company manufactured. FMC filed a motion to compel arbitration of plaintiffs’ claims based on the arbitration provision in the sale contracts. Plaintiffs opposed FMC’s motion, including on the grounds that FMC had waived its right to compel arbitration through its litigation conduct. The trial court denied FMC’s motion on its merits.   The Second Appellate District affirmed. The court explained that it agreed with the trial court that FMC could not compel arbitration based on Plaintiffs’ agreements with the dealers that sold them the vehicles. Equitable estoppel does not apply because, contrary to FMC’s arguments, Plaintiffs’ claims against it in no way rely on the agreements. FMC was not a third-party beneficiary of those agreements, as there is no basis to conclude Plaintiffs and their dealers entered into them with the intention of benefitting FMC. And FMC is not entitled to enforce the agreements as an undisclosed principal because there is no nexus between Plaintiffs’ claims, any alleged agency between FMC and the dealers, and the agreements. View "Ford Motor Warranty Cases" on Justia Law

The Supreme Court affirmed the judgments of the appellate court determining that the four exclusive commercial real estate listing agreements at issue in this case were unenforceable, holding that the appellate court decided that issue correctly.When this case was first brought to the Supreme Court, the Court held that the listing agreements did not violate state antitrust law. On remand for consideration of the remaining grounds on which Defendants had prevailed at trial, the appellate court concluded that the listening agreements incorrectly failed to specify the duration of the brokerage authorization, as required by Conn. Gen. Stat. 20-325a(b) and/or (c), thus rendering them unenforceable. The Supreme Court affirmed, holding (1) the listing agreements complied with the statutory durational requirement; (2) the agreements were personal service contracts requiring the personal performance of the named broker, who died in January 2013; and (3) therefore, Defendants were not liable to Plaintiffs. View "Reserve Realty, LLC v. Windemere Reserve, LLC" on Justia Law

Pagoudis owns and is the sole member of both Sead LLC and Kearns LLC. During negotiations to purchase property from the Keidls, Pagoudis received a real estate condition report (RECR) signed by Amy Keidl. Pagoudis then signed the offer to purchase, which states that the contract is between the Keidls and Pagoudis "or assigns." Sead LLC then executed the negotiated contract and took title. Months later, Sead LLC assigned the property to Kearns LLC. After the purchase, defects were discovered that Keidl failed to disclose in the RECR, ranging from water and mildew in the basement, to insect infestations, to an unwanted piano.Pagoudis, Sead, and Kearns sued the Keidls for breach of contract, common law misrepresentation, and statutory misrepresentation. The circuit court dismissed the case, deciding that each of the parties lacked standing to pursue their stated claims; Pagoudis and Kearns were not parties to the original transaction and Sead transferred the property before filing the action and no longer has an interest in the property.The Wisconsin Supreme Court concluded that Pagoudis's and Kearns's claims against Keidl were properly dismissed. Sead's claims, however, were remanded, it was a party to the contract, received representations from the Keidls, and purchased the property. View "Pagoudis v. Keidl" on Justia Law

Direct Biologics, LLC (“DB”) brought claims for breach of covenant to not compete and misappropriation of trade secrets against Adam McQueen, DB’s former employee, and Vivex Biologics, Inc. (“Vivex”), McQueen’s new employer. After granting DB a temporary restraining order based on its trade secret claims, the district court denied DB’s application for a preliminary injunction. Finding that DB’s claims were subject to arbitration, the district court also dismissed DB’s claims against McQueen and Vivex and entered final judgment.   The Fifth Circuit vacated the district court’s orders denying DB’s motion for a preliminary injunction and dismissing DB’s claims and remanded. The court held that the district court did not abuse its discretion by declining to presume irreparable injury based on McQueen’s breach of his non-compete covenants. The court held that remand is thus proper to allow the district court to make particularized findings regarding irreparable harm; specifically, the likelihood of misuse of DB’s information and the difficulty of quantifying damages should such misuse occur. View "Direct Biologics v. McQueen" on Justia Law

In 2014, Merck and Bayer entered a Stock and Asset Purchase Agreement (SAPA) whereby Merck sold, and Bayer purchased, Merck’s consumer care business and consumer care product lines, including the Claritin, Coppertone, Dr. Scholl’s, and Lotrimin foot powder product lines. The transaction closed in October 2014. Bayer paid Merck more than $14 billion. After the transaction closed, both companies were the subject of lawsuits alleging injuries arising from consumers’ use of talc-based products that Merck used in foot powder product lines sold to Bayer; asbestos allegedly contained in talcum powder has caused fatal cancers.The Delaware Court of Chancery dismissed Merck’s suit in which it argued that Bayer breached the SAPA by refusing to assume liability for the claims. Both companies, as sophisticated participants in the pharmaceutical industry, understood that consumer products businesses face potential liability for torts associated with the sale of such consumer products. The SAPA clearly and unambiguously provides that Merck indefinitely retained substantive liability for the product liability claims related to products sold before the transaction closed. Merck attempted to argue that its liability for the product liability claims ceased in 2021; the court found that interpretation contrary to the SAPA's clear and unambiguous terms. Bayer’s interpretation of the SAPA is the only reasonable one. View "Merck & Co., Inc. v. Bayer AG" on Justia Law