Robert, David, and Troy Taylor were partners in a commercial fire prevention business based in Alaska. Troy later formed his own business that directly competed with the partnership. In January 2015, Robert, David, and Troy signed an eight-paragraph agreement (“the Agreement”) that settled all potential legal claims relating to Troy’s competing business. The Agreement provided that Robert and David would buy Troy’s interest in the partnership. In exchange, Troy agreed to pay Robert and David $30,000 each and not work in the fire prevention industry in Alaska and Nevada. In March 2018, Robert and David brought this action in Idaho alleging, among other things, that Troy had breached the Agreement by working for a competing fire prevention business in Nevada. Troy counterclaimed, asserting Robert and David had breached the Agreement. Robert and David voluntarily dismissed some claims and the district court dismissed the rest. In addition, the district court granted summary judgment in Troy’s favor on his breach of contract counterclaim. Robert and David appealed, challenging the district court’s rulings that: (1) the noncompete provision in the Agreement was unenforceable; (2) the Agreement was severable and enforceable without the noncompete provision; and (3) they could not assert an affirmative defense of excusable nonperformance based on their allegation that Troy materially breached the Agreement. After review, the Idaho Supreme Court found the district court only erred in finding the noncompete clause was severable from the Agreement as a matter of law. The Court affirmed in all other respects. View "Taylor v. Taylor" on Justia Law

At issue in this appeal was a contract dispute between Ute Indian Tribe of the Uintah and Ouray Reservation (the Tribe) and Lynn Becker, a non-Indian. The contract concerned Becker’s work marketing and developing the Tribe’s mineral resources on the Ute reservation. Becker sued the Tribe in Utah state court for allegedly breaching the contract by failing to pay him a percentage of certain revenue the Tribe received from its mineral holdings. Later, the Tribe filed this lawsuit, challenging the state court’s subject-matter jurisdiction under federal law. The district court denied the Tribe’s motion for a preliminary injunction against the state-court proceedings, and the Tribe appealed. After its review, the Tenth Circuit Court of Appeals reversed, finding the Tribe was entitled to injunctive relief. The appellate court found the trial court’s factual findings established that Becker’s state-court claims arose on the reservation because no substantial part of the conduct supporting them occurred elsewhere. And because the claims arose on the reservation, the state court lacks subject-matter jurisdiction absent congressional authorization. Accordingly, under the particular circumstances of this appeal, the Tenth Circuit "close[d] this chapter in Becker’s dispute with the Tribe by ordering the district court to permanently enjoin the state-court proceedings." View "Ute Indian Tribe of the Uintah, et al. v. Lawrence, et al." on Justia Law

Plaintiff, the owner of TLDI, filed suit against MultiPlan and PHCS, alleging numerous causes of action, including those relevant to this appeal—breach of contract and a right to an award of attorneys' fees. The Eighth Circuit affirmed the district court's denial of attorneys' fees, concluding that the Network Agreement's indemnity clause does not permit recovery of attorneys' fees in this dispute between the contracting parties.However, the court reversed the district court's holding that plaintiff's conduct waived the contractual amendment-in-writing requirement, concluding that waiver and modification have been pleaded adequately. Furthermore, even assuming arguendo that Multiplan presented evidence sufficient to establish the presumption of receipt, plaintiffs countered with evidence that it was not received. Finally, the court concluded that alterations in position suffice as to consideration. In this case, the revised fee schedule together with the increased potential patient pool changed the obligations of both parties. View "Crutcher v. MultiPlan, Inc." on Justia Law

This case involved the purchase and leaseback of a vacant hotel and restaurant. Buyers-plaintiffs claimed the sellers-defendants surreptitiously substituted altered versions of the lease and financing instruments containing terms extremely adverse to the buyers, and which they alleged were neither bargained for nor agreed to. Acting under the misapprehension that plaintiffs’ theory was promissory fraud, the superior court sustained a demurrer brought by defendants Inn Lending LLC (Inn Lending) and Rajesh Patel on the grounds that “[i]nsufficient facts” were alleged showing they “made promises” upon which plaintiffs relied. The court also determined that related causes of action for breach of contract, breach of the implied covenant of good faith and fair dealing, and financial elder abuse also failed. "Fraud in the execution is distinct from promissory fraud, which involves false representations that induce one to enter into a contract containing agreed- upon terms." The Court of Appeal found the allegations made in this case were "quite literally, a textbook cause of action for fraud in the execution," and reversed the superior court's judgment. View "Munoz v. PL Hotel Group, LLC" on Justia Law

Gavora, Inc., a real estate company, acquired an existing long-term lease with a purchase option for a municipality-owned property. Dry-cleaning businesses operating on the property contaminated the groundwater both prior to and during the real estate company’s involvement. The municipality knew about, but did not disclose, groundwater contamination at nearby sites when the real estate company ultimately purchased the property. A state agency later notified Gavora and the municipality of their potential responsibility for environmental remediation. Gavora sued the municipality in federal district court; the federal court determined that the parties were jointly and severally liable for the contamination, and apportioned remediation costs. Gavora also sued the municipality in state court for indemnity and further monetary damages, alleging that the municipality had misrepresented the property’s environmental status during purchase negotiations. The superior court ruled in the municipality’s favor, finding the municipality did not actively deceive Gavora; Gavora had reason to know of the contamination; and all physical harm occurred before the sale. Gavora challenged all three findings. Finding no error, the Alaska Supreme Court affirmed the superior court’s decision. View "Gavora, Inc. v. City of Fairbanks" on Justia Law

The Alabama Space Science Exhibit Commission d/b/a U.S. Space & Rocket Center ("ASSEC") filed suit against Space Race, LLC ("Space Race"), seeking to avoid an arbitration award entered in favor of Space Race and against ASSEC by an arbitration panel in New York. In July 2016, Space Race agreed to produce an animated series for ASSEC aimed at promoting the interest of children in space exploration and science. The series was to be created and released to the public over a three-year period. In exchange, ASSEC agreed to compensate Space Race with funds ASSEC would receive from a grant from the National Aeronautics and Space Administration ("NASA"), which had contracted with ASSEC to provide funding for the series. The compensation was to be paid to Space Race annually as the series episodes were created during the three-year contract term. The parties' agreement provided that it "shall be governed" by Alabama law. Space Race produced the series before the contract term expired, but ASSEC failed to pay the amount owed for the last year of the series. Space Race claimed that ASSEC still owed Space Race approximately $1.3 million when the contract term expired. The parties' agreement contained an arbitration provision. In December 2017, after being notified by ASSEC that it would no longer make payments to Space Race because the grant from NASA had been terminated, Space Race commenced arbitration proceedings against ASSEC in New York. Space Race moved to dismiss ASSEC's Alabama action, asserting that a New York court had already entered a final judgment confirming the arbitration award. The Alabama trial court denied Space Race's motion to dismiss, and Space Race petitioned the Alabama Supreme Court for a writ of mandamus directing the trial court to dismiss ASSEC's action. Because the New York judgment confirming the arbitration award against ASSEC was entitled to full faith and credit and res judicata effect, the Supreme Court granted Space Race's mandamus petition. The trial court was directed to vacate its order denying Space Race's motion to dismiss and to enter an order granting that motion. View "Ex parte Space Race, LLC." on Justia Law

Caldwell signed an agreement to obtain a bail bond for her friend and was unable to pay the premiums. BBBB began collection efforts. Caldwell filed a putative class action. The trial court enjoined BBBB from enforcing bail bond premium financing agreements entered into by Caldwell and other similarly situated persons who had cosigned on behalf of an arrestee without having first been provided with notice under Civil Code 1799.91: if a creditor obtains the signature of more than one person on a consumer credit contract, and the signatories are not married, the creditor must provide the cosigner with a specified cosigner notice describing the financial risks of the transaction.The court of appeal affirmed, rejecting BBBB’s argument that because the Legislature adopted a comprehensive scheme to regulate the conduct of bail bond licensees, it intended to exclude from such transactions the consumer protections applicable to consumer credit contracts. A bail bond premium financing agreement between a cosigner and the bail bond agent is a consumer credit contract subject to the notice provision of section 1799.91 and related statutory protections. While acknowledging that it decision may upend business expectations for bail bond agents, the court declined to apply the injunction only on a prospective basis. View "BBBB Bonding Corp. v. Caldwell" on Justia Law

The Supreme Court reversed the decision of the trial court granting summary judgment to Plaintiffs in this dispute over whether a board policy created a binding contract with the former directors of the board of a county rural electric membership cooperative (REMC), holding that there was no contract.Plaintiffs, former directors of Clark County REMC, sued Clark RMEC after the board changed a series of board policies that allowed former directors who met certain requirements to receive health-insurance benefits, alleging breach of contract. The trial court granted summary judgment on Plaintiffs' partial summary judgment motion on liability and resolved all other claims in a settlement agreement. The court of appeals affirmed. The Supreme Court reversed, holding that there was not a contract because the policy was not an offer. View "Clark County REMC v. Reis" on Justia Law

After Midwest failed to meet its sales quota for two or more consecutive quarters, Exactech terminated its Agency Agreement with Midwest. The Agreement contained a non-compete provision entitling Midwest to Restricted Period Compensation (RPC) after termination. Midwest filed suit seeking, among other things, a declaratory judgment as to the amount of RPC.The Eighth Circuit reversed the district court's judgment, concluding that the district court did not apply the plain and ordinary meaning of Paragraph 5.D.ii as required by Minnesota law. Furthermore, nothing in the remainder of the Agreement contradicts the plain meaning of Paragraph 5.D.ii. There is no claim of unilateral or mutual mistake and the court remanded for further proceedings. View "Midwest Medical Solutions, LLC v. Exactech U.S., Inc." on Justia Law

The Supreme Judicial Court vacated the summary judgment of the superior court concluding that the complaint brought by the Estate of Marion Sprague against Bankers Life and Casualty Company for breach of a home health insurance contract was barred by the applicable statute of limitations, holding that the facts established that the limitations period had not expired before the Estate filed suit.The Estate brought this complaint alleging breach of contract, detrimental reliance, impossibility of performance, quantum merit, and violation of Me. Rev. Stat. Ann. 24-A, 2155. Bankers Life filed a motion for summary judgment, arguing that the Estate's action was time-barred under Maine's six-year statute of limitations for civil actions. The Supreme Judicial Court vacated the summary judgment, holding that the Estate timely filed its complaint within the six-year limitations period. View "Estate of Sprague v. Bankers Life & Casualty Co." on Justia Law