Kelley wanted to publish “Hooker to Looker,” to promote her cosmetics business. Di Angelo agreed to publish and distribute Kelley’s then-unwritten Book, with Kelly receiving 50 percent of the net royalties. Kelley provided Di Angelo with a three-page manuscript, detailing her background and outlining the Book’s topics. Di Angelo claims it wrote the Book while “communicating and/or collaborating with Kelley.” The Book Di Angelo distributed lists only Kelley as the copyright holder. Di Angelo sold the initial 1,000-copy print run. Kelley asked Di Angelo for an updated version. Di Angelo alleges that it prepared the updated work, then discovered that Kelley was attempting to work directly with Di Angelo’s printer, in violation of the contract.Kelley sued, claiming that Di Angelo overcharged her and alleging that she “is the sole owner of all copyrights.” Di Angelo counterclaimed for breach of contract. That state court action is pending. Di Angelo filed a federal suit, seeking a declaration that it owns the copyrights. Kelley challenged federal jurisdiction, arguing the claim was premised solely on her alleged breach of the contract, a controversy governed by Texas law. Di Angelo claimed resolution of the authorship dispute required interpretation of federal copyright law, including the definitional and ownership provisions in 17 U.S.C. 101 & 201, which the state court lacks jurisdiction to address. The Fifth Circuit reversed the dismissal of the suit. Di Angelo’s claim necessarily implicates federal law definitions of “Initial ownership” and “Works made for hire.” View "Di Angelo Publications, Inc. v. Kelley" on Justia Law

Lim, formerly a TForce California delivery driver, alleged that TForce employs delivery drivers and misclassifies them as independent contractors in violation of California law. The drivers sign an Independent Contractor Operating Agreement, providing that the agreement is governed by the laws of Texas, that “any legal proceedings … shall be filed and/or maintained in Dallas, Texas,” that all disputes “arising under, out of, or relating to this Agreement … including any claims or disputes arising under any state or federal laws, statutes or regulations, … including the arbitrability of disputes … shall be fully resolved by arbitration," that any arbitration will be governed by the Commercial Arbitration Rules of the American Arbitration Association, that class actions are prohibited, and that the parties shall share the costs except in the case of substantial financial hardship--the prevailing party is entitled to recover its attorney’s fees and costs.The Ninth Circuit affirmed the denial of a motion to compel arbitration, referring to the Agreement as an adhesion contract. Based on the cost-splitting, fee-shifting, and Texas venue provisions, the district court correctly concluded the delegation clause, which requires the arbitrator to determine the gateway issue of arbitrability, the agreement was substantively unconscionable as to Lim. View "Lim v. TForce Logistics, LLC" on Justia Law

The Supreme Court affirmed the judgment of the district court denying a wellness company's motion to dismiss this breach of contract action brought by an independent distributor, holding that the distributor's allegation of an express oral waiver was legally sufficient to defeat a motion to dismiss.In its complaint, the distributor claimed that the company had waived - through express oral statements and conduct - the provision upon which it later relied to terminate the distributor's contract. In moving to dismiss the complaint, the company argued that where the contract contained both an antiwaiver provision and a requirement that any waiver be in writing, the distributor's claims were insufficient as a matter of law to waive a provision of the contract. The district court denied the motion to dismiss. The Supreme Court affirmed, holding (1) a contracting party alleging waiver must show the other party intentionally waived both the underlying provision and any applicable antiwaiver provisions; and (2) the alleged facts, taken as true, were sufficient to infer that the company waived the underlying provision and the applicable antiwaiver provisions. View "Al-In Partners, LLC v. LifeVantage Corp." on Justia Law

The Supreme Court affirmed the judgment of the district court dismissing Plaintiff's claims against the University of Utah for breach of contract, breach of the covenant of good faith and fair dealing, and negligence, holding that Plaintiff did not identify a basis for a legal cause of action against the University.After the University dismissed Plaintiff from its neuroscience Ph.D. program, and the decision was affirmed at every level of administrative review, Plaintiff brought his action against the University. The district court dismissed all claims on summary judgment. The Supreme Court affirmed, holding (1) as to Plaintiff's breach of contract claims, the University was entitled to judgment as a matter of law; (2) Plaintiff's claims for breach of the covenant of good faith and fair dealing failed; and (3) the district court correctly dismissed Plaintiff's negligence claim. View "Rossi v. University of Utah" on Justia Law

Healthcare revenue cycle management contractors manage billing and behind-the-scenes aspects of patient care, from pre-registering patients to reviewing and approving documentation upon release. Reid Hospital contracted with Dell, a revenue cycle management contractor. Their contract limited both sides’ damages in a breach of contract action in the absence of willful misconduct or gross negligence. Dell sold much of its portfolio to Conifer in 2012 while Dell was still losing money on the Reid contract. Conifer began reducing staff and neglecting duties; there was a slowdown throughout the revenue-management cycle and in processing patients’ discharge forms, leading to longer hospital stays that third-party payors refused to reimburse fully. After two years, Reid took its revenue operation back in-house. Reid's consultant found significant errors in Conifer’s work. Reid sued for breach of contract, claiming that Conifer’s actions caused the hospital to lose tens of millions of dollars. The court granted Conifer summary judgment, reading the contract as defining all claims for lost revenue as claims for “consequential damages,” prohibited absent “willful misconduct.”The Seventh Circuit reversed. Even if lost revenue is often considered consequential, this was a contract for revenue collection services and did not define all lost revenue as an indirect result of any breach. Lost revenue would have been the direct and expected result of Conifer’s failure to collect and process that revenue as required under the contract. The parties did not intend to insulate Conifer entirely from damages. View "Reid Hospital and Health Care, Inc. v. Conifer Revenue Cycle Solutions, LLC" on Justia Law

The First Circuit affirmed the judgment of the district court judge confirming an arbitration award, holding that none of Appellant's legal theories for reversal were meritorious.KPJ Associates, LLC ran a daycare in Maine as a franchisee of Toddle Inn Franchising, LLC. When KPJ ended the franchise agreement on Friday and told Toddle it would open another daycare at the same site the following Monday Toddle filed a federal complaint alleging unfair competition under the federal Lanham Act and breach of contract and trade secret misappropriation under Maine law. Toddle then moved to compel arbitration and stay court proceedings. The judge compelled arbitration, and the arbitrator found for Toddle. The First Circuit affirmed, holding that the district court judge (1) did not lack subject matter in this case because Toddle did not present a frivolous Lanham Act claim; (2) did not err in ruling that Toddle did not waive its right to arbitrate by its litigation conduct; and (3) did not err in awarding additional attorneys' fees and costs. View "Toddle Inn Franchising, LLC v. KPJ Associates LLC" on Justia Law

Onfido provides biometric identification software that is incorporated into its customers’ products and mobile apps for verifying users’ identities. Onfido partnered with OfferUp—an online consumer marketplace—to verify users’ identities. Sosa verified his identity with OfferUp using the technology provided by Onfido—the app’s TruYou feature. To complete the verification process, Sosa uploaded a photograph of his driver’s license and a photograph of his face. Sosa alleges that Onfido then used biometric identification technology without his consent to extract his biometric identifiers and compare the two photographs.Sosa brought class action claims against Onfido under the Illinois Biometric Information Privacy Act. Onfido moved to stay the case and to compel individual arbitration based on an arbitration provision in OfferUp’s Terms of Service. The district court rejected each of Onfido’s nonparty contract enforcement theories and denied Onfido’s motion. The Seventh Circuit affirmed. Onfido failed to establish that there was an outcome-determinative difference between Illinois and Washington law, and the district court properly applied Illinois law—the law of the forum state—to determine that Onfido failed to establish that it was a third-party beneficiary of the Terms of Service or that it could otherwise enforce the contract’s arbitration provision either as an agent of OfferUp or on equitable estoppel grounds. View "Sosa v. Onfido, Inc." on Justia Law

Petrobras, the American subsidiary of a Brazilian oil and gas producer, alleges that Samsung, a Korean shipbuilder, secretly bribed Petrobras executives to finalize a contract between Petrobras and Pride. In a 2007 contract, Samsung had an option to build a deep-sea drillship if Pride secured a drilling-services contract with another company. Samsung arranged to bribe Petrobras executives to secure Pride's contract for the construction of DS-5. After Petrobras put DS-5 on permanent standby and conducted an internal audit, it informed Brazilian prosecutors. A 2014 investigation into corruption throughout Brazil, included a separate bribery scheme in which Samsung contracted with Petrobras to construct two other ships.In 2019, Petrobras sued Samsung for its role in the bribery that led to the Petrobras–Pride DS-5 contract, citing common-law fraud under Texas law and the Racketeer Influenced and Corrupt Organizations Act, 18 U.S.C. 1962(c),(d). The district court took judicial notice of Petrobras’s 2014 SEC filing and Washington Post and Reuters articles, describing the bribery schemes underlying other Samsung–Petrobras contracts that did not mention the Petrobras–Pride DS-5 contract. From those, the court inferred that Petrobras was on notice by 2014 that the DS-5 contract was suspect. Holding that “the specific drillship in this case is not subject to its own limitations clock,” the district court dismissed the suit. The Fifth Circuit reversed. The pleadings do not establish as a matter of law that Petrobras had actual or constructive notice of its injury before March 2015, so dismissal at the pleading stage was improper. View "Petrobras America, Inc. v. Samsung Heavy Industries Co., Ltd." on Justia Law

After sustaining injuries in a vehicle driven by her son, Kevin Simms, Petitioner Belinda Pickens sought UM coverage through her policy with Respondent United Services Automobile Association (USAA). At the time of the accident, Pickens's policy covered five vehicles, including the 1997 Chevrolet involved in the accident. The policy included liability, personal injury protection (PIP), UM, and underinsured motorist (UIM) coverage. Pickens also executed a named driver exclusion. Pickens's declarations page also contained a provision that stated, "***COVERAGES EXCLUDED WHEN ANY VEHICLE OPERATED BY KEVIN SIMMS***." USAA denied Pickens's claim and initiated a declaratory judgment action asserting she was not entitled to UM coverage because Simms, the excluded driver, was operating the vehicle at the time of the accident. Pickens sued USAA and lost. The issue this case presented for the South Carolina Supreme Court's review centered on whether Section 38-77-340 of the South Carolina Code (2015) permitted a named driver exclusion that precluded uninsured motorist (UM) coverage to a passenger injured in an accident involving an unknown driver. The Court held that it did. "As the circuit court noted, no liability coverage would have been afforded to a third party had Simms been at fault, and thus, it would violate public policy to allow Pickens to recover UM when she was the person who executed the exclusion yet knowingly allowed Simms to drive her vehicle." View "United Services Automobile Association v. Pickens" on Justia Law

The Supreme Court held that a plaintiff must file a motion to substitute a presiding district judge within thirty days of service of the summons or of an adverse party's appearance, whichever occurs first, and that Plaintiff's motion for substitution of judge in this case was void at its inception.Plaintiff sued Defendant, alleging breach of a confidentiality agreement. The case was originally assigned to the Honorable Robert Whelan. Defendant filed a motion to change venue, after which Plaintiff filed a motion for substitution of judge. Judge Whelan issued an order inviting assumption of jurisdiction, and the matter was transferred to the Honorable Kurt Krueger. Judge Krueger denied Defendant's motion to change venue. The Supreme Court reversed, holding (1) because Plaintiff filed his motion for substitution of judge more than thirty days after he served Defendant the motion was void at its inception, and Judge Whelan improperly transferred the case to Judge Krueger; and (2) because Judge Krueger lacked jurisdiction to hear the matter, any orders he issued must be vacated. View "Holms v. Bretz" on Justia Law