The Supreme Court affirmed in part and reversed in part the order of the district court in this case, holding that the district court applied an overly narrow legal standard in denying a motion to vacate or modify an arbitration award but did not err in refusing to grant attorney fees.Sutey Oil Company brought a complaint against Monroe's High County Travel Plaza and Marvin Monroe (collectively, Monroe), and the parties stipulated to arbitration. After a hearing, the arbitrator entered judgment for Sutey and awarded $220,750. Monroe moved to either modify or vacate the arbitration award. The district court denied the motion and refused to grant Sutey's request for attorney fees and costs. The Supreme Court reversed in part, holding (1) remand was required for clarification of the amount of the award pursuant to Mont. Code Ann. 25-5-217; and (2) the district court did not err in denying Sutey's motion for an award of attorney fees. View "Sutey Oil Co. v. Monroe's High Country Travel Plaza, LLC" on Justia Law

Star, a mine staffing company, bought workers’ compensation insurance from Granite. Early in each policy year, Star gave Granite an estimate of its total payroll, which Granite used to calculate an estimated premium. Star paid the preliminary installment. After each year, Granite audited Star’s records to produce an exact payroll number, then charged additional premiums or made reconciliation payments. A 2018 audit revealed that Star had significantly underestimated its 2017 payroll, as it had for 2016. To avoid a similar situation with the 2018 policy, Granite adjusted its estimated premium for Star halfway through the year. In accordance with industry guidelines, Granite increased Star’s 2018 estimated premium to reflect 2017’s actual payroll numbers, giving Star four weeks to pay the difference. Star never paid. Granite canceled the policy three months early. Star closed its business. To determine Star’s final premium—and whether it owed a reconciliation payment—Granite needed to complete its year-end audit. Star would not comply. Granite’s final bill, including the updated estimated premium, prorated for early cancellation, was $1,485,323, including an “audit noncompliance charge” (double 2018’s total estimated premium).Granite sued for breach of contract. The Sixth Circuit affirmed summary judgment for Granite, rejecting Star’s argument that the noncompliance charge is an unenforceable penalty. Kentucky’s insurance regulator approved the rates that Kentucky insurance companies charge, barring their review. View "Granite State Insurance Co. v. Star Mine Services, Inc." on Justia Law

GenSys appealed the district court's grant of summary judgment in favor of Adar Bays, the holder of a Convertible Redeemable Note securing a loan to GeneSYS. The district court held that the Note's interest rate did not violate the New York State criminal usury law, N.Y. Penal Law 190.40. The Second Circuit then certified two questions to the New York Court of Appeals, which answered as follows: (1) a stock conversion option that permits a lender, in its sole discretion, to convert any outstanding balance to shares of stock at a fixed discount should be treated as interest for the purpose of determining whether the transaction violates N.Y. Penal Law 190.40, the criminal usury law; and (2) if the interest charged on a loan is determined to be criminally usurious under N.Y. Penal Law 190.40, the contract is void ab initio pursuant to N.Y. Gen. Oblig. Law 5-511.The Second Circuit vacated the district court's order because the New York Court of Appeals stressed that the value of any individual floating-price stock conversion option is a question of fact. Accordingly, the court remanded for further proceedings. View "Adar Bays, LLC v. GeneSYS ID, Inc." on Justia Law

The Eighth Circuit affirmed the district court's determination that a consequential-damages exclusion is enforceable in a contract for the sale of goods. The court concluded that the contract is clear that Viracon is not liable for consequential damages and found Far East's arguments to the contrary unpersuasive. In this case, the consequential-damages exclusion provision is not unconscionable under Minn. Stat. Sec. 336.2-719(3), and the alleged failure of the contract’s exclusive remedy has no effect on the enforceability of the consequential-damages exclusion. To the extent Far East’s indemnity claim survives the consequential-damages exclusion, it fails because there is no express contract obligating Viracon to reimburse it for the liability of the character involved. Finally, the court denied leave to amend. View "Far East Aluminium Works Co., Ltd. v. Viracon, Inc." on Justia Law

Plaintiff Kathleen Moynihan and defendant Edward Lynch were involved in a long-term “marital-style relationship.” Anticipating the potential dissolution of that relationship, they signed and notarized a written agreement, without the assistance of counsel, that finalized the financial obligations each owed to the other. The issue this case presented for the New Jersey Supreme Court's review was the validity of that palimony agreement. In 2015, the parties parted ways, and Lynch refused to abide by their written agreement. Moynihan filed a complaint seeking enforcement of the written agreement and an alleged oral palimony agreement that she claimed the parties had entered before the Legislature in 2010 amended N.J.S.A. 25:1-5 to include subparagraph (h), which mandated that palimony agreements be reduced to writing and “made with the independent advice of counsel.” She challenged N.J.S.A. 25:1-5(h) on constitutional grounds and urged enforcement as a typical contract; alternatively, she sought enforcement of the agreement on equitable grounds. Lynch denied the existence of an oral palimony agreement and asserted that the written agreement was unenforceable because the parties did not receive the independent advice of counsel before entering it. The Supreme Court concluded the palimony agreement, as written and signed, without the attorney review requirement, was enforceable. That portion of N.J.S.A. 25:1-5(h), which imposed an attorney-review requirement to enforce a palimony agreement, contravenes Article I, Paragraph 1 of the New Jersey Constitution. The Court concluded the parties did not enter an oral palimony agreement. View "Moynihan v. Lynch" on Justia Law

The Supreme Court held that a breach of contract claim for failure to indemnify need not follow the procedures contained in the Medical Malpractice Act (MMA).While Joseph Shaughnessy was a patient at Franciscan Alliance, Inc., Lake Imaging LLC interpreted two CT scans performed on Joseph. Joseph subsequently died. Joseph's sons filed with the Department of Insurance (DOI) a proposed medical-malpractice complaint against Franciscan without naming Lake Imaging. The DOI served the proposed complaint on Franciscan, which settled with the Shaughnessys. Franciscan then filed suit against Lake Imaging, alleging breach of contract. The trial court dismissed the claim. The court of appeals affirmed, concluding that because Franciscan's claim rested on Lake Imaging's alleged medical negligence, the MMA's two-year statute of limitations applied, and thus the complaint was untimely filed. See Ind. Code § 34-18- 7-1(b). The Supreme Court reversed, holding that the MMA did not apply in this case, and therefore, the trial court had subject matter jurisdiction and the MMA's statute of limitations did not apply. View "Lake Imaging LLC v. Franciscan Alliance, Inc." on Justia Law

The Universities responded to the COVID-19 pandemic by transitioning from in-person to online learning and largely shutting down campus activities. Students and parents sued, claiming that the Universities violated contractual commitments when they transitioned to online educational activities and declined to refund any portion of their students’ tuition and fees or, in the alternative, that the transitions unjustly enriched the Universities.The D.C. Circuit affirmed the dismissal of conversion claims and claims that the Universities breached express contracts promising in-person educational instruction, activities, and services. They did not plausibly allege a possessory interest in a specific, identifiable fund of money. The cited materials cited do not support the express contract claims. Reversing in part, the court held that the complaints plausibly allege that the Universities breached implied-in-fact contracts for in-person education, on-campus activities, and services. The plaintiffs should be allowed to raise their alternative theory of unjust enrichment. The court also reinstated a claim under the D.C. Consumer Protection Procedures Act. The court acknowledged that the Universities will likely have compelling arguments to offer that the pandemic and resulting government shutdown orders discharged their duties to perform these alleged promises, which must be addressed by the district court. View "Shaffer v. George Washington University" on Justia Law

When she began work, Campbell signed a contract with Keagle, the bar’s owner; it included an arbitration clause. After a dispute arose, the district judge denied Keagle’s motion to refer the matter to arbitration, finding several parts of the arbitration clause unconscionable: Keagle had reserved the right to choose the arbitrator and location of arbitration. Campbell had agreed not to consolidate or file a class suit for any claim and to pay her own costs, regardless of the outcome. The judge did not find that the contract was one-sided as a whole. Keagle accepted striking the provisions found to be unconscionable but sought to arbitrate rather than litigate.The Seventh Circuit remanded with instructions to name an arbitrator, reasoning that the mutual assent to arbitration remains. The Federal Arbitration Act, 9 U.S.C. 4, provides that, absent a contrary agreement, the arbitration takes place in the same judicial district as the litigation; “who pays” may be determined by some other state or federal statute, such as the Fair Labor Standards Act, on which Campbell’s suit rests. The chosen arbitrator can prescribe the procedures. Under 9 U.S.C. 5, “if for any … reason there shall be a lapse in the naming of an arbitrator" the court shall designate an arbitrator. View "Campbell v. Keagle Inc" on Justia Law

National Western Life Insurance Company (NWL) appealed after it was held liable for negligence and elder abuse arising from an NWL annuity sold to Barney Williams by Victor Pantaleoni. In 2016, Williams contacted Pantaleoni to revise a living trust after the death of Williams’ wife, but Pantaleoni sold him a $100,000 NWL annuity. When Williams returned the annuity to NWL during a 30-day “free look” period, Pantaleoni wrote a letter over Williams’ signature for NWL to reissue a new annuity. In 2017, when Williams cancelled the second annuity, NWL charged a $14,949.91 surrender penalty. The jury awarded Williams damages against NWL, including punitive damages totaling almost $3 million. In the Court of Appeal's prior opinion reversing the judgment, the Court concluded Pantaleoni was an independent agent who sold annuities for multiple insurance companies and had no authority to bind NWL. The Court determined that Pantaleoni was an agent for Williams, not NWL. The California Supreme Court vacated that decision and remanded, asking the appeals court to reconsider its finding that Pantaleoni did not have an agency relationship with National Western Life Insurance Company in light of Insurance Code sections 32, 101, 1662, 1704 and 1704.5 and O’Riordan v. Federal Kemper Life Assurance Company, 36 Cal.4th 281, 288 (2005). Upon remand, the Court of Appeal affirmed the judgment finding NWL liable for negligence and financial elder abuse. However, punitive damages assessed against NWL were reversed. The Court found no abuse of discretion in the trial court’s calculation of the attorney fee award, but remanded the case for the court to reconsider the award in light of the reversal of punitive damages. View "Williams v. Nat. W. Life Ins. Co." on Justia Law

The Supreme Court reversed in part the decision of the court of appeals reversing the trial court's summary judgment in this case involving a school district's breach of warranty claims against a general contractor and an artificial-field-turf manufacturer, holding that the court of appeals erred.The Supreme Court reversed in part and reinstated the trial court's summary judgment in favor of the contractor, holding (1) a trial court’s on-the-record, oral ruling sustaining an objection to summary judgment evidence suffices to strike the evidence from the summary judgment record when the ruling is not reduced to a written order; and (2) the court of appeals erred in reversing the trial court's summary judgment in favor of the contractor and remanding the claims against the turf manufacturer for a new trial without addressing the merits of the issues on appeal that could result in rendition of judgment in favor of the manufacturer. View "FieldTurf USA, Inc. v. Pleasant Grove Independent School District" on Justia Law