Cook sold variable annuities on behalf of Ohio National, under a contract between Ohio National and a broker-dealer, Triad. Ohio National paid commissions on the previously sold annuities to Triad, which in turn paid commissions to Cook pursuant to a separate agreement between Cook and Triad. After Ohio National terminated its agreement with Triad, Ohio National refused to pay further commissions on annuities sold during the term of the agreement. Cook sued Ohio National for breach of its agreement with Triad. Triad is not a party to the suit. Cook claimed that as a “third-party beneficiary” to the agreement between Ohio National and Triad, he had standing to bring suit. The district court found that, under Ohio law, Cook not an “intended” third-party beneficiary and could not maintain an alternative claim of unjust enrichment against Ohio National. The Sixth Circuit affirmed the dismissal of the suit. The plain language of the Selling Agreement makes it clear that plaintiff is not an intended third-party beneficiary under the Agreement. The Agreement unambiguously directs Ohio National to pay commissions to Triad; Cook is precluded from bringing an unjust enrichment claim against Ohio National. View "Cook v. Ohio National Life Insurance Co." on Justia Law

After Dow was found liable for breaching a contract it entered with Gulf, Dow appealed the district court's failure to enter judgment on the issue of contract ambiguity and the district court's denial of Dow's motion for judgment as a matter of law on damages.The Fifth Circuit held that the district court should have granted Dow's motion for partial summary judgment on the issue of ambiguity because the contract was not ambiguous. However, the district court's error in denying Dow's motion for partial summary judgment and the district court's jury instruction on ambiguity was harmless. The court did not address whether there was evidence of a contract breach because the court instead resolved the appeal on the basis that Gulf failed to support its claim of lost profits by any probative evidence. Accordingly, the court reversed the district court's denial of Dow's motion for judgment as a matter of law on damages and rendered judgment in favor of Dow. View "Gulf Engineering Co., LLC v. The Dow Chemical Co." on Justia Law

The Supreme Court reversed the judgment of the court of appeals concluding that B.E.B. Properties reserved the right to receive future rental payments for leased land underneath a cell tower when it conveyed the property, holding that the deed did not contain such a reservation.B.E.B. Properties leased a portion of commercial property it owned to a cellular telephone company, and a cellular tower was erected on the site. B.E.B. subsequently sold the property to Keith Baker and Joseph Cyvas. Thereafter, two of the general partners in B.E.B. sold their interests in the partnership to Bruce and Sheila Bird, who believed this transaction included the assignment of the right to receive rental payments for the tower. When LRC Realty, Inc. acquired the property it sought a declaratory judgment that it was entitled to the annual rental payments. The trial court granted summary judgment for LRC Realty. The court of appeals reversed, concluding that the Birds were entitled to rental payments based on the language contained in the deed transferring the property from B.E.B. to Baker and Cyvas. The Supreme Court reversed, holding (1) absent a reservation in the deed conveying the property, the right to receive rents runs with the land; and (2) the deed here did not create such a reservation. View "LRC Realty, Inc. v. B.E.B. Properties" on Justia Law

Plaintiff Henry Sanchez filed a class action seeking relief based on the Retail Installment Sales Act, N.J.S.A. 17:16C-1 to -61 (RISA). He contended the “initiation fee” charged in defendant Fitness Factory’s gym membership contract, among other provisions, violated RISA. The trial court dismissed Sanchez’s complaint, finding that RISA did not apply to the contract because it was a contract for services. The Appellate Division affirmed. While acknowledging that RISA applied to some services contracts, the Appellate Division found that RISA applied only to contracts that contained a financing arrangement. The New Jersey Supreme Court determined that by its own terms, RISA applied to services contracts. Further, in the statute as written, there was no requirement that a contract include a financing arrangement to be covered by RISA. Judgment was reversed and the matter remanded for further proceedings. View "Sanchez v. Fitness Factory Edgewater, LLC" on Justia Law

The First Circuit reversed the order of the district court denying arbitration in this negligence case, holding that an arbitration clause in a residency agreement between an assisted living facility and its resident remained in effect and bound Plaintiffs to arbitrate their claims.Plaintiffs, Joan McKenna and her daughter, Kara Biller, brought this lawsuit against Defendant, McKenna's former assisted live-in facility, alleging several claims for Defendant's alleged failure to administer thyroid medication to McKenna while she was a resident. Defendant sought to have the case sent to arbitration, relying on an arbitration clause in McKenna's residency agreement. The district court denied the motion to compel arbitration, concluding that the arbitration agreement had expired. The First Circuit reversed, holding (1) to successfully argue that the arbitration agreement terminated and no longer governed their claims, Plaintiffs had to mount an independent challenge to the arbitration agreement itself, which they failed to do; (2) Plaintiffs' other arguments backing their reasons to affirm the denial of the motion to compel arbitration were unavailing; and (3) therefore, the Federal Arbitration Act required the district court to send this case to arbitration. View "Biller v. S-H OPCO Greenwich Bay Manor" on Justia Law

After a conflict of interest between an attorney and a long-time client arose during settlement negotiations, the attorney filed a confidential motion with the superior court criticizing his client. The client discharged the attorney and hired new counsel. But the attorney continued to control the settlement funds and disbursed himself his fee, even though the amount was disputed by the client. The court found that the attorney’s actions had violated the rules of professional conduct and ordered forfeiture of most of his attorney’s fees. Finding no reversible error in that decision, the Alaska Supreme Court affirmed the superior court. View "Kenneth P. Jacobus, P.C. v. Kalenka" on Justia Law

Consolidated appeals stemmed from an August 2012 transaction in which SMM Gulf Coast, LLC ("SMM"), purchased the assets of four salvage and recycling businesses in Alabama and Mississippi. After that transaction closed, Dade Capital Corporation ("Dade"), a creditor of one of the businesses whose assets were purchased by SMM, and Dade's president David Fournier, who owned stock in that same business, sued SMM, the four businesses that had sold their assets to SMM, and various individuals associated with those businesses alleging that Dade and Fournier should have received a greater share of the purchase price paid by SMM. Following a bifurcated trial, the trial court found that Dade and Fournier's claims were barred by a release agreement that Fournier executed in conjunction with the transaction and entered a judgment against them. SMM, two of the businesses that had sold their assets to SMM, and two individuals with ownership interests in those businesses subsequently moved the trial court to award them attorney fees, court costs, and litigation expenses in accordance with a prevailing-party provision in the release agreement. The trial court denied their motions, and those parties appeal, arguing that the prevailing-party provision entitles them to the requested awards and that they have not waived their right to recover the requested amounts. The Alabama Supreme Court determined that none of the reasons the trial court used as grounds for denial SMM's reimbursement motions was a proper basis for denial. Judgment was reversed and the matter remanded for the trial court to consider the evidence submitted by SMM and the appellant sellers in conjunction with their motions for reimbursement and to enter an appropriate award based on that evidence. View "Collier v. Dade Capital Corporation" on Justia Law

U.S. Home challenges the district court's orders granting judgment, prejudgment interest, and attorneys' fees to Parkway in an action stemming from disputes over land and purchase development contracts.The Fourth Circuit held that the plain language of the contracts supports the district court's conclusion that Parkway's lawsuit is timely. In this case, Parkway's cause of action did not accrue until 2017, and the lawsuit was filed in the same year. However, the court held that the district court erred in ordering U.S. Home to pay prejudgment interest dating from May 27, 2008 and attorneys' fees. Under Maryland law, the court explained that Parkway is entitled to prejudgment interest only from the date of the purchase in 2017. Under the contract, Parkway may not be awarded attorneys' fees. Accordingly, the court reversed and vacated in part, remanding for instructions to award prejudgment interest from April 21, 2017. View "Parkway 1046, LLC v. U.S. Home Corporation" on Justia Law

The Supreme Court reversed the decision of the court of appeals affirming the judgment of the district court that Appellant could not enforce the contract between Appellant and Respondent whereby Appellant purchased an interest in Respondent's personal injury suit because it violated Minnesota's common law prohibition against champerty, holding that Minnesota's common-law prohibition against champerty is abolished.When Respondent settled her suit and did not abide by the terms of the contract, Appellant sued to enforce the contract. Both the district court and the court of Appeals held that Appellant could not enforce the agreement against Respondent because Minnesota law applied to the agreement and the agreement violated Minnesota's common-law prohibition against champerty. The Supreme Court reversed, holding (1) because the contract was champertous the lower courts did not err in determining that, under prior decisions, the contract was unenforceable; but (2) changes in the legal profession and in society show that the ancient prohibition against champerty is no longer necessary. View "Maslowski v. Prospect Funding Partners LLC" on Justia Law

The First Circuit affirmed the district court's denial of Novo Nordisk Inc.'s motion for a temporary restraining order and preliminary injunction against Thomas Russomano, one of its former employees, and BioMarin Pharmaceutical, Inc., Russomano's current employer, holding that the district court did not abuse its discretion in finding that Novo Nordisk could not show a likelihood of success on the merits.Novo Nordisk sought to enforce the terms of a confidentiality and non-compete agreement that Russomano signed when he was employed at Novo Nordisk. The agreement prohibited Russomano from working for a competitor for one year after the end of his employment at Novo Nordisk and from disclosing confidential information. The district found that Novo Nordisk was not likely to succeed on the merits. The First Circuit affirmed, holding that the district court did not err in concluding that Novo Nordisk's termination letter was unambiguous that Russomano's employment ended on August 2, 2018. View "Russomano v. Novo Nordisk Inc." on Justia Law