Plaintiff Warner Wiggins appeals a circuit court's order compelling him to arbitrate his claims against Warren Averett, LLC. Warren Averett was an accounting firm. Eastern Shore Children's Clinic, P.C. ("Eastern Shore"), a pediatric medical practice, was a client of Warren Averett. In September 2010, while Wiggins, who was a medical doctor, was a shareholder and employee of Eastern Shore, Warren Averett and Eastern Shore entered an agreement pursuant to which Warren Averett was to provide accounting services to Eastern Shore ("the contract"). The contract contained an arbitration clause. Thereafter, Wiggins and Warren Averett became involved in a billing dispute related to the preparation of Wiggins's personal income-tax returns. In 2017, Wiggins filed a single-count complaint alleging "accounting malpractice" against Warren Averett. Warren Averett filed an answer to Wiggins's complaint, asserting, among other things, that Wiggins's claims were based on the contract and were thus subject to the arbitration clause. A majority of the Alabama Supreme Court concluded the determination of whether Wiggins' claims were covered under the terms of the arbitration clause was delegated to an arbitrator to decide. Therefore, it affirmed the trial court's order. View "Warner W. Wiggins v. Warren Averett, LLC" on Justia Law

The Supreme Court affirmed the decision of the court of appeals affirming the judgment of the trial court enforcing a liquidated damages provision in a contract, holding that the breaching party in this case did not prove that an unbridgeable discrepancy existed between actual and liquidated damages or otherwise demonstrate that the provision operated as a penalty.After Defendant breached the contract Plaintiff brought this action. The trial court enforced the liquidated damages provision in the contract, concluding that it was not a penalty because it reasonably forecasted the harm that would result from a breach and actual damages were difficult to estimate when the contract was made. The court of appeals affirmed the award of liquidated damages. The Supreme Court affirmed, holding (1) at the time the parties' agreement was made, the harm that would result from a breach was difficult to predict, and the liquidated damages provision reasonably forecast just compensation; and (2) Defendant failed to demonstrate an unbridgeable discrepancy between liquidated and actual damages, measured at the time of the breach, to invalidate the liquidated damages provision. View "Atrium Medical Center, LP v. Houston Red C LLC" on Justia Law

In this breach of contract action involving the repurchase of all of a limited liability company's (LLC) member's membership interests, the Supreme Court reversed in part the district court's determination that the LLC was entitled to specific performance under the parties' agreement and granting the LLC's request for attorney fees, holding that the award of attorney fees was in error.The LLC member and the LLC executed an agreement whereby the LLC would buy back all of the member's membership interests. Five days later, the member attempted to revoke his offer to sell his interests. The LLC filed a breach of contract claim seeking specific performance as well as attorney fees under the contract. The district court held that the member had breached the agreement, ordered specific performance under the agreement, and granted the LLC's request for attorney fees. The Supreme Court affirmed in part and reversed in part, holding that the district court (1) correctly determined that the contract was a valid and binding agreement and that the LLC was entitled to specific performance as the remedy for the member's breach of the agreement; but (2) erred in awarding attorney fees. View "Homeland Energy Solutions, LLC v. Retterath" on Justia Law

Cheetah’s 836 patent is directed to optical communication networks. AT&T uses hardware and software components in its fiber-optic communication networks. Cheetah asserted that AT&T infringes the 836 patent by making, using, offering for sale, selling, or importing its fiber equipment and services. Ciena was allowed to intervene in the suit because it manufactures and supplies components for AT&T’s fiber-optic systems; those components formed the basis of some of Cheetah’s infringement allegations. Ciena and AT&T then moved for summary judgment that Cheetah’s infringement claim was barred by agreements settling previous litigation. Cheetah had sued Ciena and Fujitsu and executed two license agreements—one with Ciena and one with Fujitsu. Ciena and AT&T argued that the licenses included implicit licenses to the 836 patent covering all of the accused products. The district court dismissed the suit. The Federal Circuit affirmed, rejecting Cheetah’s argument that the parties did not intend that the licenses extend to the 836 patent. The court noted the presumption that a license to a patent includes a license to its continuation. The naming of certain patents expressly does not evince a clear mutual intent to exclude other patents falling within the general definitions in an agreement. That is especially true here where the licenses list broad categories of patents without reciting their numbers individually. View "Cheetah Omni LLC v. AT&T Services, Inc." on Justia Law

The First Circuit affirmed the decision of the district court entering summary judgment against Plaintiff Jay Furtado and in favor of Defendants, attorney Amy Page Oberg and the law firm DarrowEverett LLP, and dismissing Plaintiff's claims of legal malpractice, breach of fiduciary duty, and misrepresentation, holding that summary judgment was properly granted.Plaintiff was one of three members of a limited liability company (LLC) for a gym. In 2008, Plaintiff engaged Oberg to help to establish the LLC. After the LLC stopped operations, Plaintiff brought this action. The district court entered summary judgment for Defendants. The First Circuit affirmed, holding that, even if there were any doubt that Plaintiff had waived on appeal an argument that a reasonable jury could find that a breach by Defendants proximately caused his harm, this Court would still conclude that summary judgment was proper in this case. View "Furtado v. Oberg" on Justia Law

BrunoBuilt, Inc. appealed a district court’s dismissal of its claims against Strata, Inc., Chris Comstock, H. Robert Howard, and Michael Woodworth (collectively, “the Strata Defendants”). BrunoBuilt filed a professional negligence action against the Strata Defendants alleging that when the Strata Defendants rendered engineering services for the Terra Nativa Subdivision they failed to identify a pre-existing landslide and negligently failed to recommend construction of infrastructure that would stabilize and prevent further landslides within the Subdivision. A home BrunoBuilt had contracted to build and the lot on which the dwelling was located were allegedly damaged as a result. The district court dismissed BrunoBuilt’s claims after holding that the parties had entered into an enforceable settlement agreement, or alternatively, that summary judgment was warranted in favor of the Strata Defendants based on the economic loss rule. After review of the situation, the Idaho Supreme Court affirmed the district court judgment because the parties entered into an enforceable settlement agreement. View "Brunobuilt, Inc. v. Strata, Inc." on Justia Law

Crosby fell three stories from a window before Chicago Officer Gonzalez arrested him. Crosby maintains that Gonzalez intentionally pushed him through the window and then falsely claimed—with corroboration from other officers—that Crosby possessed a gun. Crosby was convicted and sentenced to eight years in prison. After an Illinois appellate court reversed his conviction, Crosby filed suit under 42 U.S.C. 1983, naming only Gonzalez and suing only for excessive force. The parties settled; the court dismissed Gonzalez’s claims with prejudice. The agreement was between Crosby, Gonzalez, and the city, though the latter had not been named as a defendant. It provided that Crosby would receive $5,000 to release "all claims he had or has against Gonzalez, the city, and its future, current or former officers … , including but not limited to all claims he had, has, or may have in the future, under local, state, or federal law, arising either directly or indirectly out of the incident which was the basis of this litigation." It stipulated that Crosby’s attorney read and explained its contents to Crosby.Three years later, Crosby filed another suit, naming the city, Gonzalez, and the officers who corroborated Gonzalez’s story, focusing on the alleged lie that he possessed a gun and his subsequent prosecution, conviction, and imprisonment. The court rejected the suit, awarding the city $2,131.60 for the printing of transcripts of Crosby’s state-court criminal proceedings. The Seventh Circuit affirmed. Crosby released all claims “arising either directly or indirectly out of the incident.” Even if “the incident” refers to Crosby’s fall rather than the arrest as a whole, Crosby’s claims regarding the coverup plainly “aris[e] from” the incident being covered up. The release language encompasses his claims for wrongs committed after his arrest. Crosby has not shown that the city’s requested costs were unreasonable. View "Crosby v. City of Chicago" on Justia Law

T-Mobile customers can participate in “T-Mobile Tuesdays,” a promotional service, offering free items and discounts. Customers who no longer wish to receive marketing communications may opt-out by contacting T-Mobile’s customer service. T-Mobile user Warciak received a text message: This T-Mobile Tuesday, score a free 6” Oven Roasted Chicken sub at SUBWAY, just for being w/ T-Mobile. Ltd supply. Get app for details. The message came from T-Mobile. Warciak was not charged for the text. Warciak sued Subway claiming Subway engaged in a common-law agency relationship with T-Mobile, and that Subway’s conduct violated the Telephone Consumer Protection Act (TCPA). T-Mobile is not included in the lawsuit. The court dismissed the complaint as lacking sufficient support for claims of actual and apparent authority: control over the timing, content, or recipients of the text message. The court also found that the wireless carrier exemption applied so that no underlying TCPA violation exists ( 47 U.S.C. 227(b)(2)(C)). Prior written consent is not required for calls to a wireless customer by his wireless carrier if the customer is not charged. The Seventh Circuit affirmed. The only alleged conduct by Subway is its contractual relationship with T-Mobile. Warciak’s complaint lacks sufficient facts showing Subway manifested to the public that T-Mobile was its agent. He relied on T-Mobile’s conduct. Statements by an agent are insufficient to create apparent authority without also tracing the statements to a principal’s manifestations or control. View "Warciak v. Subway Restaurants, Inc." on Justia Law

Whitney Bank filed suit against SMI and its president and loan guarantor in order to collect under two loan agreements upon which SMI allegedly defaulted. SMI filed several counterclaims.The Fifth Circuit held that SMI's breach of contract claim against Whitney Bank failed for two reasons: first, under basic contract interpretation principles, the mere recital of the purpose of the loan, when read in conjunction with the rest of the document, did not require Whitney Bank to continue to provide funding to SMI until that purpose was fulfilled, regardless of SMI's default and failure to make payment as required under the loans; and second, the remainder of SMI's breach claims are based on unwritten purported oral agreements between Whitney Bank employees and SMI.Therefore, the court affirmed the magistrate judge's ruling in favor of Whitney Bank on its main demand for recovery under Loan 1; reversed the magistrate judge's ruling against Whitney Bank on its main demand for recovery on Loan 2; and remanded and rendered judgment in favor of Whitney Bank on the Loan 2 claim. The court reversed and remanded for the magistrate judge to render judgment in favor of Whitney Bank on SMI's counterclaims for breach of contract, negligent misrepresentation, tortious interference with business relations, and breach of duty to deal in good faith. However, the court affirmed the magistrate judge's ruling that Whitney Bank was not entitled to recover from SMI for attorneys' fees and costs. View "Whitney Bank v. SMI Companies Global, Inc." on Justia Law

Primera Beef, LLC appealed a district court’s grant of summary judgment in favor of Allan Ward. Primera Beef alleged Ward breached the confidentiality provision of a settlement agreement between him and Primera Beef when Ward’s attorney disclosed the terms of the agreement to a prosecutor in a related criminal action. Ward moved for summary judgment, arguing that he was not liable for his attorney’s actions because his attorney was not acting within the scope of his authority when he disclosed the terms. The district court agreed. The Idaho Supreme Court concurred and affirmed the district court. View "Primera Beef v. Ward" on Justia Law