Southern Power and Cleveland County, North Carolina executed an “Incentive Development Agreement” in July 2007, providing that if Southern built and operated a natural gas plant — a decision left to Southern’s sole discretion — the county would make substantial cash payments to Southern. The North Carolina legislature enacted a new law (Subsection H) 37 days later, imposing more stringent requirements on such agreements, including a mandate that they include a recapture provision allowing a municipality to recover cash incentives already paid if the private entity breaches the agreement. In November-December 2008, Southern secured contracts to supply utility companies with electricity produced at the plant. Southern then asked the county to reaffirm its commitment to the Agreement. Cleveland County adopted a resolution at its January 6, 2009, meeting stating that it was committed to the incentive grants. Southern broke ground on the plant in October 2009 and began commercial operations in December 2012. Cleveland County, however, refused to pay Southern any cash incentives, arguing that the Agreement failed to comply with Subsection H.The district court dismissed the case as barred by North Carolina governmental immunity. The Fourth Circuit affirmed. Cleveland county never waived its governmental immunity from suit. View "Southern Power Co. v. Cleveland County" on Justia Law

A patient sued a hospital after learning that a hospital employee intentionally disclosed the patient’s health information in violation of the Health Insurance Portability and Accountability Act (HIPAA). The patient alleged the disclosure breached the hospital’s contractual obligations to him. The superior court instructed the jury to return a verdict for the hospital if the jury found that the employee was not acting in the course and scope of employment when she disclosed the patient’s information. The jury so found, leading to judgment in the hospital’s favor. The Alaska Supreme Court found the jury instruction erroneously applied the rule of vicarious liability to excuse liability for breach of contract. "A party that breaches its contractual obligations is liable for breach regardless of whether the breach is caused by an employee acting outside the scope of employment, unless the terms of the contract excuse liability for that reason." The Court therefore reversed judgment and remanded for further proceedings, in particular to determine whether a contract existed between the patient and hospital and, if so, the contract’s terms governing patient health information. View "Guy v. Providence Health & Services Washington" on Justia Law

The Supreme Court affirmed in part and reversed in part the judgment of the court of appeals reducing the consequential damages awarded by the jury in this breach of contract action, holding that neither the jury's award of $56.3 million nor the court of appeals' reduced allowance of $12.4 million could stand.After a trial, a jury found Defendant breached a contract with Plaintiff by failing to pay $2.4 million as promised. The jury awarded $2.4 million as direct damages and then added more than twenty times that amount in consequential damages. The court of appeals reversed in part, concluding that consequential damages were authorized in the amount of $12.4 million. The Supreme Court reversed in part and affirmed in part and rendered judgment that Plaintiff take nothing on its claim for consequential damages and reducing Plaintiff's recovery of direct damages, holding (1) legally insufficient supported the award of consequential damages; (2) the direct damages award is reversed in part; and (3) the court of appeals properly rejected Defendant's indemnification claim and its rendition of judgment against co-plaintiff Jeffry Ogden. View "Signature Industrial Services, LLC v. International Paper Co." on Justia Law

The Supreme Court held that no contract to settle a debt was formed in this case, that the implied-revocation doctrine is not constrained to real-property transactions, and that the settlement offer was impliedly revoked when the offeror assigned the underlying judgment.At issue in this contract dispute was whether a purported offer to settle a debt for a reduced sum was accepted before it was revoked. The issue's resolution turned on the parameters of the doctrine of implied revocation adopted by the Supreme Court in Antwine v. Reed, 199 S.W.2d 482 (Tex. 1947). The trial court granted summary judgment against the offeree. The court of appeals reversed. The Supreme Court reversed, holding (1) the implied-revocation doctrine is not limited to offers involving the sale of land; and (2) the settlement offer in this case was impliedly revoked when the offeror assigned the underlying judgment to a third party for collection and the assignee gave the offeree a copy of the assignment agreement before the offeree accepted the settlement offer. View "Angel v. Tauch" on Justia Law

The Supreme Court held that Curtis Olson failed to show the requisite "minimal merit" on a critical element of his breach of contract claim and thus could not defeat Jane Doe's anti-SLAPP motion.Doe and Olson each owned units in the same condominium building. Doe brought a civil harassment restraining order against Olson, and as a result of court-ordered mediation, the parties agreed if they encountered each other in a public or common place "not to disparage one another." Doe later filed a civil lawsuit against Olson seeking damages. Olson cross-complained for breach of contract and specific performance, and Doe moved to strike Olson's cross-complaint under the anti-SLAPP statute. The Supreme Court reversed the court of appeal's judgment insofar as it reversed the trial court's order granting Doe's special motion to strike the breach of contract clause of action with respect to statements in Doe's civil complaint, holding that Doe had no obligation under the contract to refrain from making disparaging statements in litigation, and therefore, Olson could not defeat Doe's anti-SLAPP motion. View "Olson v. Doe" on Justia Law

The Supreme Court affirmed the judgment of the trial court seeking to enforce a California judgment or, alternatively, to recover under the theories of breach of contract or quantum meruit, holding that the trial court did not err in rendering judgment in favor of Plaintiff.This case arose out of a dispute arising in connection a contract for the design, decoration, and staging for sale of Defendants' home. Plaintiff, a California company, obtained a default judgment against Defendants and thereafter filed an action in the superior court seeking to enforce the California judgment or to recover under the theories of breach of contract or quantum meruit. The trial court rendered judgment for Plaintiff on the count seeking to enforce the California judgment and in favor of Plaintiff on the breach of contract count. The Supreme Court affirmed, holding (1) the trial court correctly enforced the California judgment against Defendant; (2) the trial court correctly determined that the agreement was not subject to the notice of cancellation provisions in the Home Solicitation Sales Act, Conn. Gen. Stat. 42-134a et seq., (3) the damages award was proper. View "Meribear Productions, Inc. v. Frank" on Justia Law

Ngo purchased a BMW. The dealership financed Ngo’s purchase; the purchase agreement contained an arbitration clause. As a result of alleged defects with the car, Ngo sued BMW, the manufacturer, which was not a signatory to the purchase agreement. BMW moved to compel arbitration. The district court granted the motion, finding BMW to be a third-party beneficiary.The Ninth Circuit reversed. Under California law, a nonsignatory is a third-party beneficiary only to a contract made expressly for its benefit. Any benefit that BMW might receive from the clause was peripheral and indirect because it was predicated on the decisions of others to arbitrate. The purchase agreement was drafted with the primary "motivating purpose" of securing benefits for the contracting parties; third parties were not the purposeful beneficiaries of that undertaking. Nothing in the contract evinced any intention that the arbitration clause should apply to BMW. The parties easily could have indicated that the contract was intended to benefit BMW but did not do so. The court declined to apply equitable estoppel to compel arbitration. Ngo did not allege any “concerted misconduct.” BMW was mistaken that, under the Song-Beverley and Magnuson-Moss Warranty Acts, Ngo’s claims were inextricably intertwined with the terms of the purchase agreement. View "Ngo v. BMW of North America, LLC" on Justia Law

In 2012, the Archdiocese purchased a roof membrane system from Siplast, for installation at a Bronx high school. Siplast guaranteed that the system would “remain in a watertight condition for a period of 20 years.” In 2016, school officials observed water damage in the ceiling tiles after a rainstorm and notified the installing contractor and Siplast. A designated Siplast contractor unsuccessfully attempted to repair the damage and prevent leaks. The Archdiocese ultimately obtained an estimate for remediation and replacement of approximately $5,000,000.The ensuing lawsuit alleged “Breach of the Guarantee” Siplast submitted a claim to its insurer, EMCC, asserting coverage under commercial general liability policies that covered “property damage” caused by an “occurrence,” defined as “an accident, including continuous or repeated exposure to substantially the same general harmful conditions.” The policies were subject to exclusions for “Your Product/Your Work” and “Contractual Liability.” The district court granted EMCC summary judgment, finding that while the complaint did allege property damage that was caused by an “occurrence,” the alleged damage fit within the Your Product/Your Work Exclusion. The Fifth Circuit reversed, finding that EMCC had a duty to defend. The underlying complaint contains allegations of damage to property other than Siplast’s roof membrane as part of the claim against Siplast; the exclusion does not apply. View "Siplast, Inc. v. Employers Mutual Casualty Insurance Co." on Justia Law

EBEWC, a beauty salon, was charged with violating 29 U.S.C. 158(a)(1) and (3), by implying that employees would be discharged if they engaged in union or protected concerted activity, soliciting employee assistance in ascertaining union support, issuing a handbook rule subjecting employees to discipline for gossiping or complaining about EBEWC’s rules or procedures, and discharging an employee for engaging in concerted employee activities. EBEWC signed a settlement agreement. The National Labor Relations Board concluded EBEWC violated that agreement by failing to “fully comply” with a provision requiring EBEWC to text the requisite notice to its employees. Pursuant to the settlement agreement, the Board then found the complaint's allegations true, made factual findings and conclusions of law consistent with those allegations, and granted a “full remedy” for the violations.The Third Circuit granted EBEWC’s petition for review and denied the Board’s application for enforcement. The Board took drastic action although EBEWC purportedly “defaulted” merely by sending the requisite notice to its employees by e-mail instead of by text message. The settlement agreement explicitly provided for notice by text but there is no indication that texting, as opposed to some other method of electronic communication, had any real significance to EBEWC, its employees, or the Board. EBEWC otherwise fully complied with the agreement. The Board overreached and acted punitively. View "East Brunswick European Wax Center, LLC v. National Labor Relations Board" on Justia Law

Jeanne and Nevin Tergesen appealed a judgment dismissing their complaint and awarding Nelson Homes, Inc. damages for its breach of contract counterclaim. The Tergesens argued the district court erred in dismissing their rescission and breach of contract claims, and the court erroneously found the Tergesens breached the contract. After review, the North Dakota Supreme Court concluded the district court did not err in dismissing the Tergesens’ claims or finding the Tergesens breached the contract, but the court did err in calculating the amount of prejudgment interest on Nelson Homes’ damages. View "Tergesen, et al. v. Nelson Homes" on Justia Law