The Supreme Court affirmed the order of the superior court granting a motion to dismiss filed by Defendant and dismissed this complaint alleging, among other things, breach of fiduciary duty and breach of contract, holding that the complaint was properly dismissed.In 2000, Plaintiff and Defendant entered into a lease agreement whereby Plaintiff rented space from Defendant. In 2011, the parties entered into a termination of lease and release agreement providing Plaintiff with a buyout. Plaintiff later brought this action. Defendant want moved to dismiss the complaint, arguing that Plaintiff released all claims against Defendant in a release. The hearing justice granted the motion. The Supreme Court affirmed, holding that the hearing justice did not err in dismissing Plaintiff's claims of breach of fiduciary duty and breaches of contract and the covenant of good faith and fair dealing. View "EDC Investment, LLC v. UTGR, Inc." on Justia Law

The Supreme Court reversed the judgment of the district court denying the motion to dismiss this complaint brought by Colectivo Coffee Roasters against Society Insurance, holding that the district court erred.Collective, which experienced substantial monetary losses as a result of the COVID-10 pandemic and related government restrictions on in-person dining, brought this class action complaint against Society seeking declaratory and injunctive relief and damages for breach of contract, alleging that Society was required to compensate it for the business income it lost during the pandemic. Society filed a motion to dismiss, arguing that none of the policy's coverage provisions applied. The circuit court denied the motion. The Supreme Court reversed, holding that Colectivo failed to state a claim for coverage under the Society policy's business income, extra expense, civil authority, or contamination provisions. View "Colectivo Coffee Roasters, Inc. v. Society Insurance" on Justia Law

The First Circuit affirmed the judgment of the district court entering summary judgment in favor of Dr. Peter Millett and dismissing Joseph Shea's alleged breach of oral contract action, holding that the statute of frauds barred this Court from enforcing any agreement against Millett so as to require him to pay Shea from July 1, 2016 onward.In 2010, Millett spoke with Shea at a medical conference seeking Shea's help in negotiating a certain deal. Shea understood this conversation to create a binding contract. In 2017, Shea brought this lawsuit asserting that he was owed payments beyond a final payment made on June 30, 2016. The district court entered summary judgment in favor of Millett, concluding that any agreement between the parties was unenforceable under the Massachusetts statute of frauds, Mass. Gen. Laws ch. 259, 1, 7. The First Circuit affirmed, holding that there was no enforceable contract between the parties requiring Millett to pay Shea after June 30, 2016. View "Shea v. Millett" on Justia Law

The Supreme Court reversed the judgment of the circuit court granting Respondents' motion for partial summary judgment in this insurance dispute, holding that the circuit court's order failed to set forth factual findings sufficient to permit meaningful appellate review.State Farm Fire and Casualty Company appealed the circuit court's partial summary judgment, arguing that the circuit court erred in finding coverage for a bat infestation under a rental dwelling policy it issued to Respondents. The Supreme Court reversed and remanded this action to the circuit court for further development, holding that the circuit court's order was not adequately set forth, leaving the Court unable to determine whether Respondents' motion for partial summary judgment was correctly granted. View "State Farm Fire & Casualty Co. v. Nathaniel Realty, LLC" on Justia Law

Corporacion AIC, SA (“AICSA”) and Hidroelectrica Santa Rita S.A. (“HSR”), signed a contract for the construction of a hydroelectric power plant in Guatemala. Under the contract, AICSA was responsible for creating a new power plant for HSR. However, AICSA had to discontinue the project because HSR issued a force majeure notice. HSR sought reimbursement for the advance payments it had made to AICSA and ultimately commenced arbitration proceedings.   AICSA sought dismissal of HSR’s claims, counterclaimed and sought to enjoin a subcontractor. A split, three-member arbitration panel denied AICSA’s request to join the subcontractor to the arbitration and ruled for HSR on the merits claims. The district court denied AICSA’s petition seeking to vacate the arbitral award on the basis that the arbitration panel had exceeded its powers. It said that Eleventh Circuit precedent foreclosed AICSA’s claim that a party to a New York Convention arbitration could challenge an arbitration panel’s decision on the exceeding powers ground.   The Eleventh Circuit noted that the Circuit is out of line with Supreme Court precedent, however, the court affirmed the district court’s determination. On appeal the relevant questions were whether: (1) an arbitration panel exceeded its powers in a non-domestic arbitration under the New York Convention?  And if so, (2) did the arbitration panel in this case indeed exceed its powers. The court held it was compelled to say, under Inversiones, that it may not vacate the arbitration award in this case on the exceeding powers ground. Consequently, the court could not the reach the merits of whether vacatur would be appropriate in the case. View "Corporacion AIC, SA v. Hidroelectrica Santa Rita S.A." on Justia Law

The Supreme Court affirmed the judgment of the court of appeal affirming the judgment of the trial court granting Plaintiff's postural motion seeking attorney's fees in the amount of $169,602 under the Song-Beverly Consumer Warranty Act, Cal. Civ. Code 1795, subd. (d), after awarding her $21,957.25 in damages on her claim for breach of the implied warranty of merchantability, holding that there was no error.Plaintiff purchased a used vehicle from a dealership pursuant to an installment sales contract that was later assigned to TD Auto Finance (TDAF). Plaintiff filed suit against the dealership and TDAF, alleging misconduct in the sale of the car. A jury found that Defendants breached the implied warranty of merchantability under the Song-Beverly Act and awarded damages and attorney's fees under the Song-Beverly Act. The court of appeal affirmed. The Supreme Court affirmed, holding that recovery under the Federal Trade Commission's Holder Rule does not limit the award of attorney's fees where, as a here, a buyer seeks fees from a holder under a state prevailing party statute. View "Pulliam v. HNL Automotive, Inc." on Justia Law

Two questions of law were certified to the Delaware Supreme Court by the United States Court of Appeals for the Eleventh Circuit: (1) when faced with an action brought by an estate under 18 Del. C. 2704(b), an innocent downstream investor in a stranger-originated life insurance (“STOLI”) policy, or its securities intermediary, could assert certain defenses under the Delaware Uniform Commercial Code; and (2) whether downstream investors in a STOLI policy could sue to recover any premiums they paid. The Court answered question one in the negative: in the sui generis context of STOLI schemes, these defenses are not available. The Court answered question two in the affirmative: yes, if the party being sued can prove its entitlement to those premiums under a viable legal theory. View "Wells Fargo Bank v. Estate of Phyllis M. Malkin" on Justia Law

The Supreme Court affirmed in part and vacated in part the judgment of the superior court granting summary judgment in favor of Defendants on all eight counts set forth in Plaintiffs' third amended complaint, holding that the hearing justice correctly granted summary judgment with respect to all counts except count eight.Plaintiffs filed a complaint containing counts sounding in, inter alia, breach of contract, fraud, negligent misrepresentation, and tortious interference with contractual relations. The hearing justice granted summary judgment against Plaintiffs on all counts, commenting that Plaintiffs' complaint was an attempt to circumvent the Statute of Frauds. The Supreme Court vacated in part, holding (1) the hearing justice erred in granting summary judgment on count eight since there were issues of material fact that precluded summary judgment; and (2) the judgment was otherwise without error. View "Loffredo v. Shapiro" on Justia Law

The Court of Chancery denied Defendants' motion to dismiss this complaint for failure to state a claim upon which relief could be granted, holding that Plaintiff's claims were ripe and that the complaint stated claims for breach of contract, breach of fiduciary duty, and unjust enrichment.Plaintiff, a stockholder of a company, brought this lawsuit alleging that Defendants breached the terms of an equity compensation plan, that Defendants breached their fiduciary duties, and unjust enrichment. Defendants moved to dismiss the complaint in its entirety, arguing that none of Plaintiff's claims were ripe and that Plaintiff failed to state a claim. The Court of Chancery denied the motion to dismiss, holding that Defendants' attacks on the complaint were unavailing. View "Garfield v. Allen" on Justia Law

Plaintiff, an Alabama granite processing business, worked with Defendant, a corporation that represents manufacturers in the sale of equipment used in the granite industry. Five years after the plant was completed, Plaintiff sued Defendant in Alabama state court, arguing, among other things, that Defendant breached its contract with Plaintiff. The district court granted summary judgment on the breach of contract claims. As to Defendant’s counterclaim, the district court determined Plaintiff had to pay the unpaid invoices and granted summary judgment on the counterclaim as well. Plaintiff appealed the district court’s orders   On appeal, the Eleventh Circuit affirmed the district court’s grant of summary judgment finding that Plaintiff’s claim was time-barred. The court also affirmed the grant of summary judgment and denial of reconsideration as to Defendant’s counterclaim for unpaid invoices.     The court held that summary judgment is appropriate, because this is a contract for goods, and the UCC’s applicable four-year statute of limitations has passed. The court reasoned that Plaintiff has cited no record document or case to suggest that the contracting parties agreed to the markups as disguised service charges, and it seems more logical to conclude that a sale of equipment will include a margin of profit for the seller.   Further, the court held that Plaintiff’s argument on the statute of limitations defense is forfeited. The court reasoned that Plaintiff’s failure to raise the statute of limitations defense in its response to Defendant’s motion for summary judgment is not an “exceptional condition” that merits the court using its discretion. View "Wadley Crushed Stone Company, LLC v. Positive Step, Inc." on Justia Law