Pruitt is a healthcare provider and Caradigm is in the business of delivering software solutions to healthcare providers. Caradigm filed suit against Pruitt for breach of contract, alleging that Pruitt had anticipatorily breached the parties' contract, entitling Caradigm to the contract's full value, plus interest and attorney's fees. On summary judgment, the district court decided that Pruitt had anticipatorily breached the contract and that Caradigm was thus entitled to the full value of the deal. After a four-day trial, a jury awarded Caradigm $11 million.The Eleventh Circuit held that the district court did not reversibly err in most of the ways that Pruitt claimed, and thus affirmed the awards of contract damages and fees, as well as the determination that Caradigm is entitled to recover interest on the damages award. However, the court held that the district court erred by compounding the interest, and vacated that award and remanded for the district court to calculate interest in simple terms. View "Caradigm USA LLC v. Pruithealth, Inc." on Justia Law

The underlying lawsuit whose appeal was before the Delaware Supreme Court was filed in 2015 by Plaintiffs Eagle Force Holdings, LLC and EF Investments, LLC (collectively, “Plaintiffs”) against Stanley Campbell. In 2013, Richard Kay and Campbell formed a business venture to market medical diagnosis and prescription technology that Campbell had developed. The parties outlined the principal terms of the investment through two letter agreements in November 2013 and April 2014: Kay and Campbell would form a new limited liability company and each would be a fifty-percent member. Kay would contribute cash. Campbell would contribute stock of Eagle Force Associates, Inc. and the membership interest of Eagle Force Health, LLC, along with intellectual property. After April 2014, the parties negotiated several key terms of the transaction documents. Kay contributed cash to Eagle Force Associates. Campbell executed a promissory note for these contributions with the agreement that Kay would cancel the note when they closed the deal on the new venture. After months of negotiations, Kay and Campbell signed versions of two transaction agreements: a Contribution and Assignment Agreement and an Amended and Restated Limited Liability Company Agreement. A question arose as to whether the parties intended to be bound by these signed documents. Plaintiffs asserted that the parties formed binding contracts; Campbell contended that he signed merely to acknowledge receipt of the latest drafts of the agreements but not to manifest his intent to be bound by the agreements. The Court of Chancery determined that neither transaction document was enforceable. Accordingly, it dismissed the case for lack of personal jurisdiction. The Delaware Supreme Court reversed the Court of Chancery, finding that the trial court did not properly apply the test set forth in Osborn ex rel. Osborn v. Kemp, 991 A.2d 1153 (Del. 2010). On remand, the Court of Chancery issued an opinion holding that Campbell's conduct and communications with Kay before and during the signing of the transaction documents, did not constitute an overt manifestation of assent to be bound by the documents. Because it concluded that Campbell was not bound by the agreements’ forum selection clauses, and because Plaintiffs failed to identify any other applicable basis for personal jurisdiction, the court dismissed the remainder of the claims for lack of personal jurisdiction. Plaintiffs appealed. Finding no reversible error, the Supreme Court affirmed as to plaintiffs' issues raised on appeal. The Court reversed, however, the matter on cross-appeal: if Campbell was not bound by the 2015 trial court order, he could not be held in contempt for violating its terms during the interim appeal period. View "Eagle Force Holdings v. Campbell" on Justia Law

This matter arose from alleged violations of the Health Care Consumer Billing and Disclosure Protection Act (“Balance Billing Act” or “Act”). The Louisiana Supreme Court granted certiorari review to resolve the question of whether a patient’s claims against a contracted healthcare provider for an alleged violation of La. R.S. 22:1874(A)(1) were delictual in nature. The consolidated lawsuits in this matter were filed by Matthew DePhillips and Earnest Williams, individually and on behalf of putative classes, against Hospital District No. 1 of Tangipahoa Parish d/b/a North Oaks Medical Center/North Oaks Health System (“North Oaks”). In February, 2011, Williams was injured in a motor vehicle accident. He sought emergency medical treatment from North Oaks. At the time of the accident, Williams was insured under an insurance policy administered by Louisiana Health Service & Indemnity Company d/b/a Blue Cross and Blue Shield of Louisiana (“BCBS”). North Oaks is a contracted healthcare provider with BCBS pursuant to a certain Member Provider Agreement (the “MPA”) between North Oaks and BCBS. After Williams’ treatment, North Oaks filed a claim with BCBS, and BCBS paid a discounted rate on the claims as provided by the MPA. Thereafter, North Oaks sought to collect from Williams by filing a medical lien against his liability insurance claim for the full and undiscounted charges. Williams alleged that North Oaks filed this lien despite being a contracted healthcare provider with BCBS and despite its legal and contractual requirements to accept the insurance as payment in full. The trial court denied the exceptions of no right of action for breach of contract and prescription, but granted the North Oaks’ exception of no cause of action for claims arising before the effective date of the Balance Billing Act. The court of appeal granted writs in part, finding DePhillips did not have a right of action to assert a claim for breach of the MPA, as he was neither a party nor a third-party beneficiary to that agreement. The appellate court denied North Oaks’ writ application insofar as it related to the trial court’s denial of its exception of prescription. After review, the Supreme Court determined plaintiff's claims were delictual in nature, subject a one-year prescriptive period. View "DePhillips v. Hospital Service Dist. No. 1 of Tangipahoa Parish d/b/a North Oaks Medical Center et al." on Justia Law

In 2005, U.S. Home Corporation entered into a contract to purchase two contiguous tracts of land, one of which was owned by West Pleasant-CPGT, Inc. Under the contract, West Pleasant and the other landowner were to gain certain approvals permitting development of the properties. Pursuant to the contract, U.S. Home paid advances to the landowners totaling over $1.5 million. As security for the advances, West Pleasant executed a mortgage and note on its property; the other landowner did not. When a contract dispute arose in 2006, U.S. Home sought to terminate the contract and get a return of its total advance. U.S. Home prevailed in arbitration and was awarded a judgment in the full amount of the advance, plus interest. The Appellate Division affirmed the judgment in 2009. When the judgment was not satisfied, U.S. Home commenced foreclosure actions against the properties. The foreclosure proceedings were stayed when West Pleasant and the other property owner filed for bankruptcy. In West Pleasant’s bankruptcy action, U.S. Home moved to dismiss and for relief from the automatic stay. West Pleasant and U.S. Home executed a Consent Order, in which West Pleasant dismissed its bankruptcy proceeding, waived a fair market valuation and its right to object to a sheriff’s sale of its property, and released U.S. Home from any claims in law or equity. U.S. Home never proceeded with any deficiency action against either landowner. Nonetheless, the landowners commenced the affirmative litigation that gave rise to this appeal, seeking a declaration that the arbitration award was fully satisfied, as well as compensation “in the amount of the excess fair market value of the properties obtained by defendant[] U.S. Home over the amount of its outstanding judgment.” The second property owner then assigned its rights to West Pleasant. After trial, the court valued the second property as worth almost $2.4 million and West Pleasant’s property as worth almost $2 million. The court ordered U.S. Home to pay the fair market value of the West Pleasant property, plus interest, and extinguished the arbitration award on the second property. On appeal, the Appellate Division determined that West Pleasant had waived its right to a fair market valuation on its property but that it was owed a fair market value credit for the second property. The Appellate Division remanded the matter to the trial court for recalculation of damages. The New Jersey Supreme Court reversed, finding use of fair market value credit by this debtor to obtain a money judgment against a creditor, in the absence of a deficiency claim threatened or pursued or any objection being raised at the time of the sheriff’s sales, was "inconsistent with sound foreclosure processes and, moreover, inequitable in the circumstances presented." The judgment of the Appellate Division was reversed and the matter remanded for further proceedings. View "West Pleasant-CPGT, Inc. v. U.S. Home Corporation" on Justia Law

The lack of initials next to a jury waiver contained in an arbitration agreement, even though the drafter included lines for the initials, is of no legal consequence in this case.After plaintiff filed an employment-related suit against BaronHR, BaronHR moved to compel arbitration. The Court of Appeal held that the trial court erred in denying the motion to compel arbitration because the language of the agreement between the parties establishes their mutual assent to submit employment-related disputes to arbitration and to waive the right to a jury trial. Furthermore, plaintiff does not dispute that he signed the agreement and thus he is deemed to have assented to its terms. The court stated that the fact that plaintiff did not also initial the subject paragraph does not provide a basis for concluding the parties did not mutually assent to the arbitration agreement. View "Martinez v. BaronHR, Inc." on Justia Law

The Supreme Court reversed the judgment of the district court adjudicating that Defendant satisfied the judgment debt on Plaintiff's successful breach of contract claim, holding that the district court erred in adjudging Plaintiff's judgment fully satisfied without inclusion of additional post-judgment interest that continued to accrue during a stay of execution obtained by Defendant pending appeal.A jury returned a verdict awarding Plaintiff contract damages. Plaintiff appealed adversing rulings on her other claims, and Defendant cross-appealed various adverse trial rulings. Defendant then moved for a stay of execution of judgment, which the district court granted. The Supreme Court affirmed the judgment. On remand, Defendant moved for declaration that it fully satisfied Plaintiff's adverse judgment. The district court granted the motion. The Supreme Court reversed the judgment of satisfaction, holding that the district court erroneously adjudged Plaintiff's judgment fully satisfied without regard for additional post-judgment interest that accrued during the stay of execution pending appeal. View "Warrington v. Great Falls Clinic, LLP" on Justia Law

In this breach of contract action, the First Circuit affirmed the district court's grant of summary judgment for Defendants on all of Plaintiff's claims and all of Defendants' counterclaims, holding that, based on Plaintiff's waivers, summary judgment was appropriate.Plaintiff was the president of a company that Defendant Riverside Partners, LLC directed one of its portfolio companies to acquire. Defendant Steven Kaplan was a General Partner at Riverside. Plaintiff brought suit alleging that he had an oral side agreement under which Kaplan and Riverside would pay Defendant $1 million if the portfolio company acquired the company and that Defendants did not pay him. Defendant denied that any such side deal existed and counterclaimed for indemnification for breach of certain representations and warranties that Plaintiff had made. The district court granted summary judgment for Defendants and awarded Defendants attorneys' fees. The Supreme Court affirmed, holding (1) Plaintiff waived enforcement of the APA's forum selection clause; (2) Defendants' indemnification claim was ripe; and (3) based on Plaintiff's waivers, the indemnification claim provided a complete defense to Plaintiff's claims and indemnification of attorneys' fees. View "Kelly v. Riverside Partners, LLC" on Justia Law

The Council handles contracts for over 200 New Jersey municipalities, police departments, and school districts. Mid-American sells bulk road salt. The Council's members estimated their salt needs for the 2016-17 winter. The Council issued a comprehensive bid package, anticipating the need for 115,000 tons of rock salt. MidAmerican won the contract, which stated: There is no obligation to purchase [the estimated] quantity. As required by the contract, Mid-American obtained a performance bond costing $93,016; imported $4,800,000 worth of salt from Morocco; and paid $31,250 per month to store the salt and another $58,962.26 to cover it. Mid-American incurred at least another $220,000 in finance costs and additional transportation costs. Council members purchased less than five percent of the estimated tonnage. Mid-American claims “several” Council members purchased salt from MidAmerican’s competitors, who lowered their prices after MidAmerican won the contract.Mid-American sued the Council and 49 of its members, alleging breach of contract, breach of the covenant of good faith and fair dealing, and bad faith under UCC Article 2. The Third Circuit affirmed the denial of relief. No valid requirements contract existed here because the contract was illusory. These sophisticated parties were capable of entering into precisely the contract they desired. Neither the Council nor its members ever promised to purchase from Mid-American all the salt they required View "Mid-American Salt LLC v. Morris County Cooperative Pricing Council" on Justia Law

Plaintiff Skanska USA Building Inc. served as the construction manager on a renovation project for Mid-Michigan Medical Center–Midland (the Medical Center); plaintiff subcontracted the heating and cooling portion of the project to defendant M.A.P. Mechanical Contractors, Inc. (MAP). MAP obtained a commercial general liability insurance policy (the CGL policy) from defendant Amerisure Insurance Company (Amerisure). Plaintiff and the Medical Center were additional named insureds on the CGL policy. In 2009, MAP installed a steam boiler and related piping for the Medical Center’s heating system. MAP’s installation included several expansion joints. Sometime between December 2011 and February 2012, plaintiff determined that MAP had installed some of the expansion joints backward. Significant damage to concrete, steel, and the heating system occurred as a result. The Medical Center sent a demand letter to plaintiff, asserting that it had to pay for all costs of repair and replacement. Plaintiff sent a demand letter to MAP, asserting that MAP was responsible for all costs of repair and replacement. Plaintiff repaired and replaced the damaged property, at a cost of $1.4 million. Plaintiff then submitted a claim to Amerisure, seeking coverage as an insured. Amerisure denied the claim. The issue this case presented for the Michigan Supreme Court's review centered on whether the unintentional faulty subcontractor work that damaged an insured’s work product constituted an “accident” under a commercial general liability insurance policy. Because the Court concluded the answer was yes, it reversed the Court of Appeals’ judgment to the contrary. View "Skanska USA Building, Inc. v. M.A.P. Mechanical Contractors, Inc." on Justia Law

This appeal arose from a contractual dispute between the Christopher W. James Trust (“the Trust”) and Idaho Mineral Springs, LLC, a water bottling company owned by Helmut Tacke. In 2000, Tacke built Idaho Mineral Springs’ bottling facility on approximately 10 acres of a 374 acre parcel he owned in Lemhi County, Idaho. He installed a high-density polyester pipeline running about eight-tenths of a mile from a spring on the property to the water-bottling plant. From 2000 to 2013, Tacke sold little to no bottled water. By March 2013, Tacke owed on two promissory notes secured by mortgages on the property. That same year, Tacke’s machinery malfunctioned and he needed to obtain new equipment. Tacke negotiated an agreement with Christopher James (“James”), who, with his wife, Debra, were trustees of the Trust and the Firstfruits Foundation (“Firstfruits”), a 501(c)(3) nonprofit foundation. The Agreement called for Firstfruits to pay off the outstanding loans on the property. In exchange, Tacke transferred title to 364 acres of the property, retaining the 10 acres of land where Idaho Mineral Springs’ operations were conducted. The Agreement further provided that the Trust would loan Idaho Mineral Springs $500,000 for two years with a 5% interest rate. Because James expected that the U.S. dollar would depreciate against the Australian dollar and precious metals, the Agreement called for the loan to be repaid in specified quantities of gold, silver and Australian dollars (“the commodity basket”). The Agreement also called for quarterly interest payments of 1.25% based upon the value of the commodity basket. Firstfruits entered into a joint venture with another nonprofit, Youth Employment Program, which sought to develop and manage the 364 acres. A conflict arose between the parties over Tacke’s waterline: Adams removed Tacke’s mainline and replaced it with a new PVC system. Adams reduced the flow to Idaho Mineral Springs from 91 gallons per minute (a discharge rate that Adams believed “could collapse the mainline”) to 30 gallons per minute. Tacke claimed that the new water system prohibited a direct flow of water from the spring to his plant and operated at a dramatically lower pressure than Tacke needed for Idaho Mineral Springs’ operations. Tacke appealed the district court’s ultimate judgment in favor of the Trust for $653,793.40. The Idaho Supreme Court reversed and remanded, finding that the awards of contract damages and prejudgment interest had to be vacated because the Trust failed to prove the value of the commodity basket. The matter was remanded for further proceedings. View "Christopher W. James Trust v. Tacke" on Justia Law