In response to questions certified to it by the United States Court of Appeals for the Second Circuit, the Court of Appeals held that inferences of vesting of retiree health insurance rights when construing a collective bargaining agreement (CBA) are inconsistent with New York's established contract interpretation principles.In Kolbe v. Tibbetts, the Court of Appeals left open the question of whether a New York court should infer vesting of retiree health insurance rights when construing a collective bargaining agreement (CBA). The Supreme Court rejected such inferences as incompatible with ordinary contract principles under federal law, thus repudiating International Union, United Automobile, Aerospace, & Agriculture Implement Workers of America v. Yard-Man, Inc., 716 F2d 1476 (6th Cir 1983). In answering the questions certified to it in this case, the Court of Appeals (1) held that it maintains its traditional contract interpretation principles, including those set forth in Kolbe; but (2) clarified that New York's contract law does not recognize Yard-Man-type inferences. View "Donohue v. Cuomo" on Justia Law

MDK, a Bolivian entity, filed suit against Proplant, a Texas-based corporation under both breach of contract and tort theories. The Fifth Circuit affirmed the district court's grant of summary judgment in favor of Proplant, concluding that MDK did not meet the Federal Rule of Civil Procedure 56(d) standard for deferring summary judgment, and thus the district court did not err by ruling on Proplant's summary judgment motion before the parties had completed discovery. In this case, MDK's opening brief failed to adequately present its arguments that Proplant's summary judgment motion and the district court's summary judgment order were "legally deficient." Therefore, MDK has waived these issues.Finally, the court rejected MDK's contention that the district court erred in granting summary judgment on MDK's two breach of contract claims. In regard to the first claim, the court concluded that MDK has not pointed to any evidence suggesting that it did in fact execute the October Document. In regard to the second claim, the court concluded that MDK failed to meet its burden of demonstrating by competent evidence that there is a dispute of material fact as to whether YPFB awarded Proplant the O&M contract. View "MDK Sociedad de Responsabilidad Limitada v. Proplant Inc." on Justia Law

The Supreme Court affirmed the judgment of the appellate court affirming the judgment in favor of Defendant Theresa Virgulak in this action brought by Plaintiff, Manufacturers and Traders Trust Company, holding that there was no error.The trial court found in favor of Defendant on Plaintiff's foreclosure, reformation, and unjust enrichment claims. The appellate court affirmed. The Supreme Court affirmed, holding (1) the trial court properly declined Plaintiff’s request to reform the mortgage deed to reference that the mortgage deed executed by Defendant was given to secure a note executed by her husband; and (2) the trial court correctly determined that Plaintiff was not entitled to foreclose the mortgage executed by Defendant because Defendant was not a borrower on the note. View "JPMorgan Chase Bank, National Ass'n v. Virgulak" on Justia Law

Shinyaku and Sarepta executed an Agreement concerning “a potential business relationship relating to therapies for the treatment of Duchenne Muscular Dystrophy.” During the Agreement’s term the parties would “not directly or indirectly assert or file any legal or equitable .. claim or otherwise initiate any … form of legal or administrative proceeding against the other Party . . . in any jurisdiction … concerning intellectual property in the field of Duchenne Muscular Dystrophy,” including “patent infringement litigations, declaratory judgment actions, patent validity challenges” before the U.S. Patent and Trademark Office (PTO) or Japanese Patent Office, and reexamination proceedings before the PTO. A forum selection, governing intellectual property disputes between the parties after the term’s expiration named the District of Delaware. The term ended in June 2021; the two-year forum selection clause took effect. That same day, Sarepta filed seven Patent Trial and Appeal Board petitions for inter partes review (IPR). Shinyaku filed suit in the District of Delaware asserting breach of contract (alleging that the IPR petitions violated the forum selection clause), declaratory judgment of noninfringement and invalidity concerning Sarepta’s patents, and infringement of Shinyaku’s patents.The Federal Circuit directed that the district court enter an injunction, requiring Sarepta to withdraw the petitions. The plain language of the forum selection clause resolved the dispute. View "Nippon Shinyaku Co., Ltd. v. Sarepta Therapeutics, Inc." on Justia Law

The Fifth Circuit affirmed the district court's judgment in favor of Schlumberger in an action brought by Hess for breach of contract. Hess had contracted with Schlumberger to provide safety valves for several of Hess's deep-sea oil wells in the Gulf of Mexico. After Hess experienced problems with the valves, Schlumberger recalled them. Hess filed suit claiming that it was entitled to revoke its acceptance of the valves that Schlumberger had provided.The court upheld the district court's interpretation of two sections of API 14A standards that were incorporated into the sales contract. In this case, the district court did not err in interpreting API 14A Section 6.3.2.2 to require only that the drawings remain substantially the same and that the valves be manufactured using those drawings. Furthermore, the district court did not err in interpreting API 14A Section 7.6.2 regarding the seal spring (aka rosette spring) and that the contract contemplated dimensional inspection of the seal assemblies rather than inspection of the rosette springs within that assembly. The court also concluded that the district court did not clearly err in making its factual findings relative to Schlumberger's compliance with 6.3.2.2. Assuming without deciding that Hess is correct that the proper standard is "producing cause," the court concluded that the district court's order is consistent with the application of such a rule. Finally, the district court did not clearly err in finding that any alleged non-conformity did not cause the valves' failure which in turn would have impaired their value. View "Hess Corp. v. Schlumberger Technology Corp." on Justia Law

Banner Bank (“Banner”) provided a multimillion-dollar loan to James and Loree Smith and their business entities. As collateral, James Smith pledged several properties. Banner later contracted to release Loree Smith from all actions associated with the loan. When the loan entered default, Banner named Loree in this diversity action to foreclose on the collateral, notwithstanding the release. Loree brought a successful breach of contract counterclaim and recovered attorneys’ fees through Utah’s bad-faith fee-shifting statute. Banner appealed, arguing that every prong of the bad-faith statute was not met and the fee award was unreasonable. Finding that the judgment was final, the Tenth Circuit Court of Appeals exercised jurisdiction, but did not reach any of Banner’s specific statutory arguments. The Court reversed the fee award because it found Section 78B-5-825 was a procedural attorneys’ fees statute, so it could not be used to recover fees when a federal court sat in diversity. View "Banner Bank v. Smith, et al." on Justia Law

The district court found that Southern Coal had breached a contract with Drummond to transfer and store coal and awarded Drummond $6,860,000. Drummond appealed, arguing that the district court erred in finding a price escalation clause in the contract unenforceable. Southern Coal argued that Drummond’s actions excused Southern Coal’s obligation to pay Drummond under the contract. Both parties challenged the district’s court determination not to award attorneys’ fees to either party.The Eleventh Circuit affirmed the judgment of $6,860,000. The district court correctly found that Southern Coal was not excused from performing under the contract and that the price escalation clause was unenforceable. Southern’s anticipatory repudiation argument lacked merit. The “root” of the Agreement was that Drummond would provide throughput services to Southern Coal. At no point did Drummond indicate that it would not perform that obligation. The district court correctly found the Agreement ambiguous and declined to reform the contract with respect to the price benchmarking clause. The court remanded for the award of reasonable attorneys’ fees to the prevailing party, Drummond. View "Southern Coal Corp. v. Drummond Coal Sales, Inc." on Justia Law

Couch falsely represented that he was not HIV positive. Jackson issued Couch a $500,000 life insurance policy. At the time, HIV-positive individuals had a greatly diminished life expectancy, resulting in high demand for HIV-positive insureds willing to engage in viatical settlements. Couch worked with a brokerage, which, months later, found a purchaser, Crum. The premiums were paid through the broker's premium reserve fund until after the two-year contestability period policy expired. Crum paid the premium for eight more years, letting the policy lapse in 2009. In 2016, Crum learned that Couch had died in 2005 and made a claim.Jackson sought a declaration that, under Georgia law, the policy was void as an illegal human life wagering contract. The district court found that Couch took out the policy with the intent to sell it to one without an insurable interest and that the policy was unenforceable as an illegal human life wagering contract under Georgia law. Crum argued that an illegal human life wagering contract involves the knowing, direct involvement of an identified third-party beneficiary at the time of its procurement. The Eleventh Circuit certified, to the Georgia Supreme Court, the question: whether a life insurance policy is void if it is procured by an individual on his own life for the sole purpose of selling the policy to a third party without an insurable interest in the insured, but without the complicity of the ultimate purchaser at the time of procurement. View "Jackson National Life Insurance Co. v. Crum" on Justia Law

Wye sued Iraq. The district court denied Iraq’s motion to dismiss on sovereign immunity grounds and entered judgment in Wye’s favor years later. An intervening Fourth Circuit ruling rejected Iraq’s contention that none of the exceptions in the Foreign Sovereign Immunities Act, 28 U.S.C. 1602, applied to Wye’s breach of contract claims; because Wye alleged that it had engaged in acts inside the U.S. under the contract, the lawsuit could proceed under the second clause of the FSIA’s commercial activities exception, which abrogates foreign sovereign immunity with respect to claims that are “based upon . . . an act performed in the United States in connection with commercial activity of the foreign state elsewhere.”The D.C. Circuit vacated. Iraq’s participation in the trial did not implicitly waive its sovereign immunity. The law of the case doctrine does not require adherence to the Fourth Circuit’s conclusions. The D.C. Circuit concluded that section 1605(a)(2) does not apply to this case. A plausible basis for sustaining the district court’s jurisdictional ruling can be found in the commercial activity exception’s third clause, abrogating immunity if the action is “based upon . . . an act outside the territory of the United States in connection with a commercial activity of the foreign state elsewhere and that act causes a direct effect in the United States.” The district court is best positioned to determine whether Iraq’s breach of contract caused “direct effects” in the U.S. View "Wye Oak Technology, Inc. v. Republic of Iraq" on Justia Law

The Supreme Court affirmed the judgment of the court of appeals rendering judgment that delivery of the grantor's fractional share in the pipeline occurred in the gathering pipeline rather than the transportation pipeline, holding that the court of appeals did not err.A deed conveying the mineral estate in this case reserved a nonparticipating royalty interest in kind, meaning that the grantor retained ownership of a fractional share of all minerals in place. The deed required delivery of the grantor's fractional share "free of cost in the pipe line, if any, otherwise free of cost at the mouth of the well or mine[.]" The parties agreed that the royalty did not include production and postproduction costs incurred before delivery into the existing gas pipeline but disagreed about the pipeline's location under the terms of the deed. The trial court concluded that delivery occurred in the transportation pipeline. The court of appeals reversed, concluding that delivery occurs in the gathering pipeline. The Supreme Court affirmed, holding that the court of appeals correctly interpreted the deed in this case. View "Nettye Engler Energy, LP v. Bluestone Natural Resources II, LLC" on Justia Law