Wayne Farms LLC appealed a circuit court order compelling it to arbitrate its claims asserted against Primus Builders, Inc., and staying the action. Wayne Farms was a poultry producer located in Dothan, Alabama. Wayne Farms sought to expand its poultry-processing facility, and, to that end, entered into a "Design/Build Agreement" with Primus in 2017, that specifically addressed work to be completed by Primus in connection with the expansion of Wayne Farms' freezer warehouse. Primus subcontracted with Republic Refrigeration, Inc.; Republic hired Steam-Co, LLC for "passivation services." Upon draining a condenser for the freezer warehouse, it was discovered that the interior of the condenser was coated with corrosive "white rust." Primus then replaced the damaged condenser at a cost of approximately $500,000 under a change order, pursuant the Design/Build Agreement with Wayne Farms. Wayne Farms paid Primus for both the original damaged condenser and the replacement condenser. Both Primus and Steam-Co have claimed that the other is responsible for the damage to the condenser. Wayne Farms sued Primus and Steam-Co asserting claims of breach of contract and negligence and seeking damages for the damaged condenser and the cost of replacing it. Primus moved the trial court to compel arbitration as to the claims asserted against it by Wayne Farms. Primus also moved the trial court to dismiss, or in the alternative, stay Steam-Co's cross-claims against it. Wayne Farms opposed Primus's motion to compel arbitration, arguing that no contract existed between the parties requiring it to arbitrate claims arising from the passivation process. The Alabama Supreme Court found that the contract between Wayne Farms and Primus specified arbitration would apply to only those disputes arising from obligations or performance under the Design/Build Agreement, Wayne Farms could not be compelled to arbitrate with Primus a dispute arising from the performance of passivation work that was not an obligation agreed to in the Design/Build Agreement. Judgment was reversed and the matter remanded for further proceedings. View "Wayne Farms LLC v. Primus Builders, Inc." on Justia Law

The Supreme Court held that a unilateral attorney's fee provision in a credit card contract was made reciprocal to prevailing debtors under Fla. Stat. 57.105(7) where the debtors prevailed in an account stated action brought to collect unpaid credit card debt.The First District Court of Appeal held that the debtors could not recover attorney's fees on the grounds that section 57.105(7) was inapplicable because the actions for account stated did not rely upon the credit card contracts containing the fee provisions. The Supreme Court quashed the decision below, holding that section 57.105(7) allowed the debtors to recover reciprocal attorney's fees because the conditions required by the statute were met. View "Ham v. Portfolio Recovery Associates, LLC" on Justia Law

Plaintiffs, former clients of RBC, filed a purported class action suit against RBC for breach of contract, alleging that RBC breached its duties to comply with Financial Industry Regulatory Authority (FINRA) rules and to know the clients' investment profiles.The Eighth Circuit affirmed the district court's grant of summary judgment to RBC, holding that the plain language of the Client Account Agreement did not create either duty. Applying Minnesota law, the court concluded that the Agreement's unambiguous plain language does not create a contractual duty that RBC comply with FINRA rules. In this case, the "subject to" language does not create a contractual duty. Rather, it is an acknowledgement by clients that RBC will comply with FINRA rules. Furthermore, the "I agree" phrase is an acknowledgment of the terms and conditions and does not create a duty. Finally, the court concluded that the RBC did not breach a contractual duty to know its customers. View "Luis v. RBC Capital Markets, LLC" on Justia Law

The Supreme Court affirmed the judgment of the court of appeal ruling that a plaintiff seeking an accounting is not excused from the requirement set out in Cal. Code Civ. Proc. 580(a) to state a specific dollar amount to support a default judgment granting monetary relief, holding that the mere fact that plaintiffs have pleaded an accounting action does not insulate them from the obligation to notify defendants of the dollar amounts sought before such relief may be granted in default.At issue was the fact that in an accounting action a plaintiff does not know the sum certain owed by the defendant and, as such, the fact that a complaint seeking an accounting cannot state the exact amount of damages sought. The Supreme Court concluded that the most reasonable interpretation of section 580 is that the statute requires plaintiffs to have alleged their relief in terms of dollars if they are to receive monetary recovery. The Court expressed no view on the proper method for comparing the amount granted in default with the amount demanded in the complaint. View "Sass v. Cohen" on Justia Law

The Supreme Court affirmed the district court's judgment dismissing this case on the pleadings, except for slander of title, holding that slander of title was adequately alleged.Debtor brought this case against Bank, alleging breach of contract, breach of the implied duties of good faith and fair dealing, fraud, and slander of title. The district court granted Bank's motion to dismiss, ruling that the contract and fraud claims were time-barred, rejecting Debtor's discovery rule and equitable estoppel arguments, and concluding that the slander of title claim failed to allege publication to a third party. The court of appeals reversed and reinstated all claims. The Supreme Court vacated the decision of the court of appeals in part and affirmed the district court's judgment except as to the slander of title claim, holding (1) the contract, good faith, and fraud claims were time-barred, and the equitable estoppel argument failed as a matter of law; and (2) the slander of title claim was adequately alleged. View "Benskin, Inc. v. West Bank" on Justia Law

In this residential mortgage-backed securities (RMBS) action the Court of Appeals reversed the order of the Appellate Division and reinstated the order of Supreme Court, holding that, in a breach of contract action, the public policy rule prohibiting parties from insulating themselves from damages caused by grossly negligent conduct applies only to exculpatory clauses or provisions that limit liability to a nominal sum.At issue was a contract that contained a sole remedy provision that purported to limit, but not eliminate, the remedies available to Plaintiff in the event of a breach. Plaintiff sought to avoid the provision by alleging that Defendants breached the contract with gross negligence. Supreme Court held that the sole remedy provision was enforceable. The Appellate Division reversed, concluding that Plaintiff's allegations of gross negligence were sufficient to render the sole remedy provision unenforceable. The Court of Appeals reversed, holding (1) in a breach of contract case, grossly negligent conduct will render unenforceable only exculpatory or nominal damages clauses; and (2) because the sole remedy provision at issue was not an exculpatory or nominal damages clause and was not subject to the gross negligence public policy exception, the allegations of gross negligence did not render the sole remedy provision unenforceable. View "In re Part 60 Put-Back Litigation" on Justia Law

In a matter of first impression, the Pennsylvania Supreme Court granted review in this case to consider whether Section 310.74(a) of the Insurance Department Act of 1921 prohibited a licensed insurance producer from charging fees in addition to commissions in non-commercial, i.e. personal, insurance transactions. During its investigation, the Department discovered that, between March 2011 and October 2015, appellants charged a non-refundable $60- $70 fee to customers seeking to purchase personal insurance products. These fees were collected from the customers before appellants prepared the insurance policy applications. One consumer complaint indicated appellants kept an “un- refundable broker application fee” when the consumer declined to buy a policy. The Department’s investigation also revealed appellants paid a “one-time” $50 referral fee to car dealership sales personnel when they referred their customers in need of insurance. The Department concluded appellants’ fee practices included improper fees charged to consumers “for the completion of an application for a contract of insurance” and prohibited referral payments to the car dealerships. The Supreme Court held lower tribunals did not err when they determined Section 310.74(a) of the Act did not authorize appellants to charge the $60-$70 non-refundable fee to their customers seeking to purchase personal motor vehicle insurance. The Commonwealth Court’s decision upholding the Commissioner’s Adjudication and Order was affirmed. View "Woodford v. PA Insurance Dept." on Justia Law

The Supreme Court held that the common-law requirements set out in Globe Indemnity Co. v. Schmitt, 53 N.E.2d 790 (Ohio 1944), for determining whether and indemnitee may recover against an indemnitor when the indemnitee has settled a claim without the indemnitor's involvement, do not apply when the parties express a clear intent to abrogate those common-law requirements.The court of appeals in this breach of contract action concluded that the Globe Indemnity Co. requirements apply regardless of the terms of the parties' contract. The Supreme Court reversed, holding that the court of appeals erred by applying the common-law requirements set out in Globe Indemnity Co. without considering whether the parties abrogated those requirements in their contract. The Court remanded this matter to the trial court for further proceedings. View "Wildcat Drilling, LLC v. Discovery Oil & Gas, LLC" on Justia Law

In this breach of contract action, the Supreme Court reversed the judgment of the court of appeals applying the common-law requirements set out in Globe Indemnity Co. v. Schmitt, 53 N.E.2d 790 (Ohio 1944), without considering whether the parties intended to abrogate those requirements, holding that the Globe Indemnity Co. requirements do not apply when the parties express a clear intent to abrogate those common-law requirements in their contract.On appeal, Appellant argued that the common-law requirements set out in Globe Indemnity Co. for determining whether an indemnitee may recover against an indemnitor when the indemnitee has settled a claim without the indemnitor's involvement do not apply when the parties express a clear intent to abrogate those requirements in their contract. The Supreme Court agreed and reversed the court of appeals' judgment, holding (1) the requirements set forth in Globe Indemnity Co. do not apply when the parties express a clear intent to abrogate those common-law requirements in their contract; and (2) the lower courts erred by failing ascertain whether the parties intended to abrogate the common-law requirements for indemnification. View "Total Quality Logistics, LLC v. JK & R Express, LLC" on Justia Law

The First Circuit affirmed the judgment of the district court dismissing Plaintiff's disability discrimination suit against the United States Patent and Trademark Office and its director, holding that the district court did not err.The district court dismissed the action on the grounds that Plaintiff waived his discrimination claim in a settlement agreement that allowed him to resign from his job instead of being terminated. On appeal, Plaintiff argued that the district court erred in finding that his allegation of an unenforceable waiver was implausible. Specifically, Plaintiff argued that the agreement was void because he did not knowingly and voluntarily agree to it. The First Circuit disagreed, holding that the district court properly concluded that the waiver was binding. View "Perez-Tolentino v. Iancu" on Justia Law