After a jury returned a special verdict finding Norfolk Southern materially breached its contract with Drummond, the district court entered a declaratory judgment for Drummond and awarded limited equitable relief.The Fourth Circuit concluded that the district court properly denied Norfolk Southern's Federal Rule of Civil Procedure 50(b) Motion and did not abuse its discretion in denying Drummond's Rule 59(e) Motion seeking complete rescission. In this case, the court saw no evidence from which a jury could reasonably conclude that Norfolk Southern expressly breached Article 13 of the Agreement. Furthermore, there was sufficient evidence for a reasonable jury to find that Norfolk Southern breached the implied duty of good faith and fair dealing. The court noted that whether or not there was evidence of damages is beside the point. In this case, the jury was only asked whether Norfolk Southern materially breached its agreement with Drummond and, if so, when. Given the court's standard of review, the discretion afforded to courts under Virginia law in making decisions about equitable relief, and the district court's expansive reasoning assessing equities unique to this case, the court declined to find that the district court abused its discretion in denying Drummond complete rescission. View "Drummond Coal Sales, Inc. v. Norfolk Southern Railway Co." on Justia Law

The First Circuit affirmed the judgment of the district court concluding that no refund was due to Plaintiff after Defendant, Plaintiff's study abroad provider, cancelled the abroad portion of her program in response to the COVID-19 pandemic, holding that the district court did not err in dismissing Plaintiff's complaint for breach of contract for failure to state a claim.Plaintiff was studying abroad in the Netherlands when the pandemic hit. In response to the pandemic, Defendant cancelled the abroad portion of Plaintiff's program and made arrangements for Plaintiff to complete her coursework online. Plaintiff brought this action for breach of contract because Defendant refused to provide a refund in lieu of experiences, excursions, activities, and services she would have otherwise enjoyed had the pandemic not occurred. The district court entered judgment for Defendant, concluding that no refund was due when the cancellation of a program occurred after it started. The First Circuit affirmed, holding that the contract between the parties unambiguously did not require Defendant to provide Plaintiff with a refund when her program was cancelled following the start date. View "Zhao v. CIEE, Inc." on Justia Law

Zen-Noh purchased grain shipments. Sellers were required to prepay barge freight and deliver the product to Zen-Noh’s terminal but were not required to use any specific delivery company. Ingram, a carrier, issued the sellers negotiable bills of lading, defining the relationships of the consignor (company arranging shipment), the consignee (to receive delivery), and the carrier. Printed on each bill was an agreement to "Terms” and a link to the Terms on Ingram’s website. Those Terms purport to bind any entity that has an ownership interest in the goods and included a forum selection provision selecting the Middle District of Tennessee.Ingram updated its Terms and alleges that it notified Zen-Noh through an email to CGB, which it believed was “closely connected with Zen-Noh,” often acting on Zen-Noh's behalf in dealings related to grain transportation. Weeks after the email, Zen-Noh sent Ingram an email complaining about invoices for which it did not believe it was liable. Ingram replied with a link to the Terms. Zen-Noh answered that it was “not party to the barge affreightment contract as received in your previous email.” The grains had been received by Zen-Noh, which has paid Ingram penalties related to delayed loading or unloading but has declined to pay Ingram's expenses involving ‘fleeting,’ ‘wharfage,’ and ‘shifting.’” Ingram filed suit in the Middle District of Tennessee. The Sixth Circuit affirmed the dismissal of the suit. Zen-Noh was neither a party to nor consented to Ingram’s contract and is not bound to the contract’s forum selection clause; the district court did not have jurisdiction over Zen-Noh. View "Ingram Barge Co., LLC v. Zen-Noh Grain Corp." on Justia Law

Appellant, Concerned Citizens of the Estates of Fairway Village, was an unincorporated association composed of people who own property in Fairway Village (the “Community”), a planned residential community located in Ocean View, Delaware. Appellants Julius and Peggy Solomon, Edward Leary, Kenneth and Denise Smith, and Terry and Carmela Thornes (collectively, the “Homeowners”) owned properties in the Community and were members of Concerned Citizens of the Estates of Fairway Village. Appellee Fairway Cap, LLC was the Community's developer. Demand for vacant townhomes in the Community was weaker than the developers expected. In the winter of 2016, Fairway Cap, LLC hired a real estate consultant who recommended converting unsold townhome lots into a rental community. Fairway Cap, LLC accepted the advice, secured funding, and began working on the rental properties. Appellee Fairway Village Construction, Inc. was an entity involved in the construction. The Homeowners discovered the plan after seeing an advertisement for “The Reserve at Fairway Village,” a forthcoming rental community. The Homeowners raised various objections to the rental community, including that the proposed units did not conform with existing dwellings and would lower property values. The Town of Ocean View and Fairway Cap, LLC rejected all the objections, concluding that the planned construction complied with the housing code and was allowed under the Community’s governing documents. This appeal presented two questions for the Delaware Supreme Court's review: (1) whether the Court of Chancery erred by holding that the Community’s governing documents allowed the developer to build rental properties; and (2) whether the Court of Chancery erred by awarding damages for a wrongful injunction after releasing the bond posted with the court. Finding no reversible error, the Supreme Court affirmed the Court of Chancery's judgment. View "Concerned Citizens of the Estates of Fairway Village v. Fairway Cap" on Justia Law

Vectus 3, Inc., sued Shorter Brothers, Inc., and its owners for breaching an asset-purchase agreement and related claims. In doing so, Vectus asked the trial court to pierce Shorter Brothers' corporate veil and hold Shorter Brothers' owners personally liable for the company's actions. The trial court granted complete relief to Vectus and awarded it damages, leading defendants to appeal to the Alabama Supreme Court. Vectus cross-appealed, arguing that the damages awarded were insufficient. Vectus operated FedEx Ground delivery routes for several years before its owner decided to sell its assets. Brothers Joseph Shorter and Jason Shorter expressed interest in purchasing those assets. Shorter Brothers entered into an asset purchase agreement ("the Agreement") with Vectus in October 2018. Because of concerns that Shorter Brothers would not obtain financing by the Agreement's closing, the parties provided a financing contingency in the Agreement. Shorter Brothers failed to obtain financing. As a result, it paid a downpayment and a monthly rental fee for approximately six months. It ceased making any payments after June 2019. The Alabama Supreme Court found no reversible error in the trial court's judgment. Accordingly, judgment was affirmed as to the Shorter Brothers' appeal and Vectus' cross-appeal. View "Shorter Brothers, Inc.,et al. v. Vectus 3, Inc." on Justia Law

In this case arising from finance agreements related to the purchase from a third-party vendor of multimedia systems for Defendants' waiting rooms, the Supreme Court affirmed the rulings and judgments of the district court in favor of an Iowa corporation, holding that the district court did not err.NCMIC Finance Corporation and Defendants - hundreds of optometrists, dentists, and their professional associations - entered into finance agreements related to multimedia systems for their waiting rooms. After Defendants stopped making payments under the finance agreements, Defendants brought putative class actions seeking a declaration that the finance agreements were unenforceable. NCMIC then assigned its interests in the finance agreements to PSFS 3 Corporation, who, in turn, filed cases against Defendants seeking to enforce the terms of the finance agreements. The cases were consolidated, and the district court entered judgment for PSFS 3 and awarded damages. The Supreme Court affirmed, holding that there was no error or abuse of discretion. View "PSFS 3 Corp. v. Seidman" on Justia Law

Craig Stark entered into a contract with McCarthy Corporation to construct a storage facility for recreational vehicles and boats. The relationship turned sour after McCarthy sent Stark an invoice for work Stark believed he had already paid for in full. After the parties were unable to resolve their dispute, Stark terminated McCarthy’s contract. McCarthy then filed a lien against Stark’s property and brought suit for breach of contract and to foreclose its lien. Stark, Stark Investment Group, and U.S. Bank, Stark’s construction lender on the project, counterclaimed for breach of contract, breach of the implied covenant of good faith and fair dealing, fraudulent misrepresentation, slander of title by the recording of an unjust lien, and breach of the Idaho Consumer Protection Act (“ICPA”). After a bench trial, the district court largely agreed with Stark's counterclaims and dismissed McCarthy's complaint. McCarthy appealed the district court’s findings, damages award, and attorney fees award. Finding no reversible error, the Idaho Supreme Court affirmed the district court's holdings that McCarthy breached the contract between the parties and McCarthy violated the ICPA. View "McCarthy Corporation v. Stark Investment Group" on Justia Law

In this action alleging breach of contract and seeking declaratory judgment the Supreme Court affirmed the judgment of the superior court finding in favor of Plaintiffs and the order denying Defendants' motion for a new trial, holding that Defendants were not entitled to relief on their allegations of error.Specifically, the Supreme Court held (1) the trial justice did not err in denying Defendants' motion for a new trial; (2) the trial justice did not abuse his discretion in admitting an audio recording to impeach a witness; (3) even if Defendants' objection to the admission of parol evidence was preserved for review, Defendants' arguments would be unavailing under the Court's parol evidence jurisprudence; and (4) there was no error in the trial justice's determination that there was nothing inherently illegal in the parties' oral agreement. View "Patel v. Patel" on Justia Law

The superior court dismissed a subcontractor’s claims against the contractor because a venue provision in the subcontract required that litigation be conducted in another state. The superior court also dismissed the subcontractor’s unjust enrichment claim against the project owner for failure to state a claim upon which relief could be granted. The subcontractor appealed the dismissals; finding no reversible error, the Alaska Supreme Court affirmed the superior court’s decisions. View "Resqsoft, Inc. v. Protech Solutions, Inc." on Justia Law

Daredevil filed suit against ZTE for breach of contract, fraud, and unjust enrichment. After the case went to arbitration in Florida, Daredevil sought to add ZTE Corp., the parent company of ZTE USA, to its arbitration claims. The arbitrator rejected the request to add ZTE Corp., ruling that Daredevil's claims against ZTE Corp. were outside the scope of arbitration. Daredevil then filed this suit against ZTE Corp., alleging breach of contract, fraud, unjust enrichment, and tortious interference with contract. The arbitrator ultimately denied each of Daredevil's claims against ZTE USA. The arbitration award was confirmed by the United States District Court for the Middle District of Florida and affirmed by the Eleventh Circuit Court of Appeals. Daredevil subsequently reopened this case in the Eastern District of Missouri against ZTE Corp.The Eighth Circuit affirmed the district court's decision to apply Florida law, holding that Daredevil's claims met the requirements for claim preclusion and were therefore barred. The court explained that Daredevil's current and previous claims share identity of the parties and identity of the cause of action, and Daredevil does not dispute that Florida's other two requirements are satisfied. In this case, privity exists between ZTE Corp. and ZTE USA where ZTE Corp. and ZTE USA are parent and subsidiary. Furthermore, Daredevil's current claims are so closely related to its arbitration claims and thus the identity-of-cause-of-action requirement has been met. Accordingly, Daredevil's claims against ZTE Corp. are barred by the decision in its prior arbitration against ZTE USA. View "Daredevil, Inc. v. ZTE Corp." on Justia Law