The Supreme Judicial Court affirmed the summary judgment entered in the business and consumer court in favor of UIG, Inc. on Yankee Pride Transportation and Logistics, Inc.'s claims of negligence, breach of contract, and breach of fiduciary duty, holding that there was no genuine issue of material fact as to causation.On appeal, Yankee Pride argued that it had an implied contract with UIG based on the parties' relationship and that UIG breached that contract by failing to make timely efforts to renew Yankee Pride's policy. The Supreme Judicial Court disagreed, holding that Yankee Pride's failure to offer competent evidence of causation precluded a prima facie showing on any of its claims, whether they sounded in contract, tort, or breach of fiduciary duty. View "Yankee Pride Transportation & Logistics, Inc. v. UIG, Inc." on Justia Law

Plaintiff (K.D.) was a resident at Muirwoods when she suffered falls, resulting in a fractured hip and deteriorating health. She became bedbound and was allegedly left in unsanitary conditions and infected with scabies. Muirwoods alleged that K.D.’s daughter Tennier, signed an arbitration agreement pursuant to her authority to make health care decisions for K.D. when assisting in her placement at Muirwoods. The arbitration provision included a delegation clause providing that an arbitrator would decide whether a claim or dispute must be arbitrated. The clause specified that the agreement to arbitrate could be withdrawn within 30 days and that “agreeing to arbitration is not a condition of admission to the Community.”The court of appeal affirmed the denial o the motion to compel arbitration. The initial determination of whether Tennier was authorized to agree to arbitration on K.D.’s behalf is one for the court, not the arbitrator. Tennier was not K.D.’s agent for purposes of binding her to arbitration. Because the arbitration provision was optional, with its own signature line, it was essentially a separate agreement, Muirwoods did not establish that Tennier, who did not act pursuant to a durable power of attorney or similar authorization, could bind K.D. to an arbitration agreement as part of authorizing her admission. View "Theresa D. v. MBK Senior Living LLC" on Justia Law

The Ninth Circuit amended the opinion and concurrence filed on August 30, 2021, denied a petition for panel rehearing, and denied on behalf of the court a petition for rehearing en banc. The panel held that the district court erroneously interpreted a non-disclosure agreement (NDA) and reversed the district court's order granting a motion in limine as it related to the twelfth paragraph of the NDA; vacated the district court's judgment and post-verdict orders; and vacated the orders awarding attorneys' and expert witness fees.The panel concluded that a reasonable person in the parties' situation would have read the NDA and understood that the confidentiality obligations terminated after two years. The panel treated the district court’s error as an error of jury instruction, and held that the district court prejudiced Emerson when the jury made its breach of contract, misappropriation, and damage findings. The panel addressed a number of issues for consideration on the awards of damages and prejudgment interest should they be determined after a new trial. View "BladeRoom Group Ltd. v. Emerson Electric Co." on Justia Law

The First Circuit reversed the judgment of the district court requiring the parties to arbitrate their dispute in this case, holding that the district court erred in compelling arbitration.In 2000, Air-Con signed a written distribution agreement with Daikin Industries, LTD to be an authorized distributor in Puerto Rico of air conditioning and refrigeration equipment. The agreement contained an arbitration provision requiring the parties to arbitrate any disputes in Japan. Also in 2000, Air-Con established a distribution relationship with Daikin Applied Latin America, LLC, Daikin Industries' subsidiary. In 2018, Air-Con filed suit against Daikin Applied seeking injunctive relief and damages under Puerto Rico's Dealer Protection Act. After the case was removed to federal court Daikin Applied filed a motion to compel arbitration, arguing that the written agreement between Air-Con and Daikin Industries governed Daikin Applied's relationship with Air-Con. The district court agreed with Daikin Applied. The First Circuit reversed, holding that the district court erred in concluding that Air-Con agreed to arbitrate the claims at issue in this case. View "Air-Con, Inc. v. Daikin Applied Latin America, LLC" on Justia Law

This appeal arose from a dispute over a Stock Purchase Agreement (“SPA”) formed between Valley Joist BD Holdings, LLC (“VJ Holdings”) and EBSCO, Industries Inc. (“EBSCO”). In December 2017, EBSCO sold all of its stock in Valley Joist, Inc. to VJ Holdings. After closing, VJ Holdings discovered structural defects in one of the buildings acquired as part of the transaction. In July 2018, VJ Holdings sought indemnification from EBSCO through the procedure outlined in the SPA. Two years after receiving no response to the notice, VJ Holdings filed suit in the Superior Court for breach of contract and fraud in the inducement. The Superior Court granted EBSCO’s motion to dismiss the fraud claim for failure to plead sufficient facts to satisfy Superior Court Civil Rule 9(b). The court also dismissed the breach of contract claim as barred under the SPA’s one-year contractual statute of limitations. VJ Holdings appealed: (1) challenging whether it pled sufficient facts to show pre-closing knowledge of fraud; and (2) challenged whether the Superior Court properly relied on a bootstrapping doctrine to dismiss the fraud claim. The Delaware Supreme Court reversed, finding that the allegations in the complaint, when viewed in the light most favorable to the non-moving party, lead to a reasonable inference that EBSCO knew of the structural defects in the building at the time of closing the SPA, contrary to its representation in the SPA that the building was in good operating condition and repair. As for the bootstrapping argument, the Supreme Court determined the Superior Court did not rely on a bootstrapping doctrine to dismiss the fraud claim. View "Valley Joist BD Holdings, LLC v. EBSCO Industries, Inc." on Justia Law

Plaintiff filed suit under the Electronic Fund Transfer Act (EFTA) against JPMorgan Chase Bank, alleging that she was the victim of unauthorized electronic fund transfers from her checking account at Chase. Chase reimbursed plaintiff for some of those losses, but refused to repay $300,000 of the funds stolen from her account. The district court dismissed plaintiff's complaint at the pleading stage on the ground that her lengthy delay in reporting the unauthorized withdrawals to Chase barred her claims as a matter of law.The Ninth Circuit concluded that the district court misinterpreted the relevant provision of the EFTA and reversed the dismissal of plaintiff's EFTA claim. The panel concluded that, under 15 U.S.C. 1693g(a), a consumer may be held liable for unauthorized transfers occurring after the 60-day period only if the bank establishes that those transfers "would not have occurred but for the failure of the consumer" to timely report the earlier unauthorized transfer reflected on her bank statement. In this case, plaintiff met her pleading burden by alleging facts plausibly suggesting that even if she had reported an unauthorized transfer within the 60-day period, the subsequent unauthorized transfers for which she sought reimbursement would still have occurred. The panel affirmed the district court's dismissal of plaintiff's state law claims, concluding that plaintiff's claim for breach of contract failed because a Privacy Notice appended to her Deposit Account Agreement did not impose any substantive duties on Chase. Furthermore, plaintiff's claim for breach of the implied covenant of good faith and fair dealing failed because the Deposit Account Agreement expressly permitted Chase to close plaintiff’s accounts. View "Widjaja v. JPMorgan Chase Bank, N.A." on Justia Law

Plaintiff-Appellant Neil Hall appealed the district court’s grant of summary judgment in favor of Defendant-Appellee Allstate Fire and Casualty Insurance Company (Allstate) on his claim for underinsured motorist benefits. Hall challenged the district court’s determination that Allstate successfully asserted the affirmative defense of failure to cooperate, and that his bad faith claim also failed as a result. Hall was injured in a car accident caused by underinsured motorist Teri Johnson. Johnson only carried $25,000 in liability insurance coverage. Hall carried underinsured motorist coverage through Allstate. Allstate gave Hall permission to settle with Johnson for her $25,000 limit. Hall’s counsel submitted a request for benefits to Allstate asserting that he was entitled to more than the $25,000 he had received. An Allstate claims adjuster reviewed the medical expenses in the letter and determined that the reasonable amount of expenses was $25,011.68. Allstate sent Hall’s counsel a payment of $11.68 along with a letter that stated: “I will be in contact with you to resolve the remaining components of your client’s claim.” Counsel did not respond to any of the five attempts over three months: two voicemails and three letters. Without any prior notice to Allstate, Hall filed suit against Allstate for breach of contract, statutory unreasonable delay or denial of payment of benefits, and common law bad faith. The Tenth Circuit affirmed the district court, finding that because the district court found the insured's failure to cooperate resulted in a material and substantial disadvantage to the insurer, the insurer properly denied coverage on this ground, and summary judgment was proper as to the insured's bad faith claim. View "Hall v. Allstate Fire" on Justia Law

The Supreme Court affirmed in part and reversed in part the decision of the court of appeals affirming in part and reversing in part the trial court's grant of summary judgment in favor of Defendants and dismissing Plaintiffs' claims for negligence, negligent misrepresentation, fraud, unfair and deceptive trade practices, breach of contract, breach of the implied covenant of good faith and fair dealing, and breach of fiduciary duty, holding that a trial was required as to certain claims.This case arose from a dispute surrounding the purchase of an oceanfront beach house by Plaintiffs. When Plaintiffs later discovered significant structural damages to the house arising from past water intrusion Plaintiffs brought this complaint. The trial court granted summary judgment in favor of Defendants. The trial court reversed in part and remanded the case for a trial on the merits on certain claims, holding that the court of appeals (1) correctly held that the trial court erred by granting summary judgment with respect to Plaintiffs' claims of negligence and fraud against Re/Max Community Brokers and Robert Carroll; and (2) erred by reversing the trial court's summary judgment in favor of Rudd & Associates, Inc., Brooke Rudd-Gaglie, and James Goodman as to Plaintiffs' breach of fiduciary claim. View "Cummings v. Carroll" on Justia Law

The Supreme Judicial Court affirmed the superior court judge's directed verdict in favor of DACA Delaware Dissolution Trust (DACA Trust) and Stebbins Duffy, a manufacturer's representative of Daikin Industries' products, on Ofer Nemirovsky's claims for breach of the implied warranty of merchantability and vacated the judgment entered against Daikin North America, LLC (Daikin NA), holding that the court erred in part.The trial judge declined to apply the "component parts doctrine" to the nondefective component distributed by Daikin NA because the component was not itself a "standalone" product and was designed specifically for use in the integrated product. The judge then granted directed verdict for Defendants on Nemirovsky's claims for breach of the implied warranty of merchantability against the original sellers of the HVAC system. The Supreme Judicial Court (1) vacated the judgment entered against Daikin NA, holding that the component parts doctrine precluded liability; and (2) affirmed the judge's directed verdict for Defendants on Nemirovsky's claims for breach of the implied warranty of merchantability against the original sellers of the HVAC system, holding that the claims were time barred. View "Nemirovsky v. Daikin North America, LLC" on Justia Law

The Supreme Court affirmed the decision of the court of appeals affirming the judgment of the district court compelling arbitration in this suit alleging breach of contract and breach of the covenant of good faith and fair dealing, holding that there was no error.Three doctors, including Lisa Pasquarello and John Artz, formed a limited liability company for their veterinary clinic and adopted an operating agreement that contained an arbitration clause. When Pasquarello tried to sell her portion of the practice to Artz through an oral agreement and the sale failed, Pasquarello brought this lawsuit against Artz. The district court compelled arbitration, concluding that the claims fell under the arbitration clause in the operating agreement. The court of appeals affirmed. The Supreme Court affirmed, holding (1) each of Pasquarello's claims related to the enforcement or interpretation of the operating agreement; and (2) therefore, court of appeals correctly held that the district court properly compelled arbitration. View "Hitorq, LLC v. TCC Veterinary Services, Inc." on Justia Law