Constantin, an accounting firm, performed an audit for Schratter Foods Incorporated, a food services company. The audit allegedly went wrong, leading to liability. Constantin had a professional services insurance policy from Chubb Insurance Company of New Jersey, which covered services directed toward expertise in banking finance, accounting, risk and systems analysis, design and implementation, asset recovery, and strategy planning for financial institutions. Constantin assigned its rights under the policy to ECB USA, Inc., Atlantic Ventures Corp., and G.I.E. C2B (collectively, the ECB parties).The ECB parties sued Chubb in the United States District Court for the Southern District of Florida, seeking to enforce Constantin’s assigned contractual rights, alleging a breach of contract based on Chubb’s duty to defend or indemnify in the earlier lawsuit. The district court granted summary judgment to Chubb, ruling that the insurance policy did not cover the audit because it was not performed for a financial institution. The court also granted reformation of the 2017–18 contract to include Constantin as a named insured.The United States Court of Appeals for the Eleventh Circuit reviewed the case. The court held that the phrase “for financial institutions” in the insurance policy modified all the terms in the list, including “accounting.” The court applied the series-qualifier canon of interpretation, which suggests that a postpositive modifier like “for financial institutions” modifies all the terms in a list of parallel items. The court found that the surrounding language of the policy supported this interpretation. The court rejected ECB’s arguments based on the last-antecedent canon and contra proferentem, concluding that the policy unambiguously required the services to be for financial institutions. Therefore, the court affirmed the district court’s grant of summary judgment to Chubb. View "ECB USA, Inc. v. Chubb Insurance Company of New Jersey" on Justia Law

Daniel Graff purchased a life insurance policy from Brighthouse Life Insurance Company for his father, with Graff as the beneficiary. Over the years, Graff paid more in premiums than the policy's death benefit. He sued Brighthouse, claiming the policy violated Minnesota's Readability of Insurance Policies Act (RIPA) and the implied covenant of good faith and fair dealing, and also sought recovery for unjust enrichment. Brighthouse removed the case to federal court, which dismissed Graff's claims for failing to state a claim.The United States District Court for the District of Minnesota dismissed Graff's complaint with prejudice. The court found that the RIPA did not provide a private cause of action, the implied-covenant claim was untimely, and Graff could not recover under unjust enrichment because a valid contract governed the parties' relationship.The United States Court of Appeals for the Eighth Circuit reviewed the case and affirmed the district court's dismissal. The appellate court held that the RIPA does not create a private cause of action, as enforcement authority is vested exclusively in the Minnesota Commissioner of Commerce. The court also determined that Graff's implied-covenant claim could not proceed because it was based on a statute that does not provide a private remedy. Lastly, the court upheld the dismissal of the unjust enrichment claim, noting that equitable remedies are unavailable when a valid contract governs the parties' rights, and Brighthouse was entitled to the premiums under the policy. View "Daniel Graff v. Brighthouse Life Ins. Co." on Justia Law

John Doe, a student at Emory University, was accused of sexual misconduct by Jane Roe following an encounter in April 2019. Roe alleged that Doe engaged in nonconsensual intercourse and choked her. Doe denied the allegations, asserting that the encounter was consensual. Emory conducted an investigation, during which Roe changed parts of her story. Despite inconsistencies in Roe's account, Emory found Doe responsible for sexual misconduct and suspended him for a semester. Doe appealed internally without success.Doe then filed a lawsuit in the United States District Court for the Northern District of Georgia, claiming that Emory violated Title IX by discriminating against him based on sex and breached a contractual obligation to conduct the investigation fairly. The district court dismissed Doe's Title IX claim, reasoning that his allegations suggested pro-complainant bias rather than gender bias. The court also dismissed his contract claims, finding no mutual assent to the terms of the university's sexual misconduct policy.The United States Court of Appeals for the Eleventh Circuit reviewed the case. The court affirmed the dismissal of Doe's Title IX claim, holding that his allegations did not plausibly indicate gender bias but rather suggested pro-complainant bias, which is not prohibited under Title IX. However, the court reversed the dismissal of Doe's breach-of-contract claims. It concluded that Doe plausibly alleged mutual assent to an implied contract based on Emory's sexual misconduct policy and found no basis to determine that Emory retained a unilateral right to amend the policy that would preclude mutual assent. The case was remanded for further proceedings on the contract claims. View "Doe v. Emory University" on Justia Law

Thompson Corrugated Systems, Inc. (TCS) entered into an oral agreement in 2004 to act as the North American sales representative for Engico, S.r.l., an Italian manufacturer of corrugated box machinery. TCS was to receive an 8% commission on sales, later modified to a sliding scale in 2012. Despite low sales, TCS procured two significant sales for Engico in 2005 and 2017. In 2016, Engico attempted to terminate the agreement due to low sales, but TCS resisted, citing market conditions. The parties renegotiated in 2018, agreeing that TCS would remain the representative until 2021 and continue to receive commissions. However, disputes arose over commissions for sales made in 2019 and 2020, leading TCS to sue Engico for breach of contract and other state law claims.The United States District Court for the Southern District of Illinois granted partial summary judgment in favor of TCS, finding the 2004 oral agreement valid and enforceable. The court determined that the essential terms of the agreement, including the commission structure, territory, and services, were sufficiently definite. The court also found that the agreement was terminable at will under Illinois law. The remaining claims were left to the jury, which found Engico liable for breach of contract and awarded TCS damages.The United States Court of Appeals for the Seventh Circuit reviewed the district court’s grant of partial summary judgment de novo. The appellate court affirmed the district court’s decision, agreeing that the 2004 oral agreement contained sufficiently definite terms and that the Statute of Frauds did not bar enforcement of the 2018 agreement. The court concluded that the essential terms of the agreement were clear and that the deposition testimony satisfied the Statute of Frauds’ writing requirement. Thus, the judgment of the district court was affirmed. View "Thompson Corrugated Systems, Inc. v. Engico S.r.l." on Justia Law

Dr. Earl Bostick Sr. and Josie Bostick married in 1970, and Dr. Bostick developed two successful dental practices in South Carolina. In 2009, he sold one practice and continued with the other until the couple separated in 2017, after which he sold the remaining practice for $569,000. The sales contract indicated that $424,140 of this amount was for goodwill and a non-compete agreement. The couple agreed to an equal division of the marital estate but disputed whether the goodwill was personal (nonmarital) or enterprise (marital) property.The Family Court granted the divorce and ruled that the goodwill in Dr. Bostick's practice was personal, thus not subject to division. The court based its decision on the evidence that the goodwill was tied to Dr. Bostick's personal reputation and professional skills. Josie Bostick appealed, and the Court of Appeals reversed the Family Court's decision, determining that the goodwill should be considered enterprise goodwill and thus marital property.The South Carolina Supreme Court reviewed the case and reversed the Court of Appeals' decision, reinstating the Family Court's ruling. The Supreme Court found that the goodwill was indeed personal, as it was closely tied to Dr. Bostick's reputation, community involvement, and professional skills. The Court emphasized that Josie Bostick did not present evidence to prove the goodwill was enterprise in nature. The presence of a non-compete agreement further supported the conclusion that the goodwill was personal. Consequently, the value of the goodwill was excluded from the marital estate, and the Family Court's judgment was reinstated. View "Bostick v. Bostick" on Justia Law

Robert Frisk owns property at 1196 Swan Hill Drive, Bigfork, Montana, and John and Lori Thomas own the neighboring property at 1194 Swan Hill Drive. The properties share a common driveway and a water well located on Frisk’s property. Disputes arose over the width of the easement for the driveway and access to the water well, leading Frisk to file a lawsuit seeking a declaration of an easement and an injunction against Thomas. Thomas counterclaimed for breach of contract regarding the water well agreement and trespass due to Frisk’s fence and house encroaching on their property.The Montana Eleventh Judicial District Court granted Frisk a prescriptive easement over 15 feet of the existing roadway and an equitable easement for the encroaching portion of Thomas’s property. The court dismissed Thomas’s breach of contract claims but affirmed his right to access the water well, imposing additional restrictions on this access due to the parties' animosity. Thomas appealed the decision.The Supreme Court of the State of Montana reviewed the case and found that Montana law does not recognize the creation of an equitable easement. The court held that Frisk must remove his fence and gate from Thomas’s property but allowed the house to remain due to its de minimis encroachment. The court affirmed the additional restrictions on the water well agreement, finding them reasonable and consistent with the agreement’s terms. The decision was affirmed in part and reversed in part. View "Frisk v. Thomas" on Justia Law

Balboa Capital Corporation, a financing company, entered into agreements with various physicians across multiple states to finance their participation in a telehealth program run by America’s Medical Home Team (MHT). MHT, however, was operating a Ponzi scheme and failed to deliver the promised services and equipment. Balboa financed the physicians' participation by paying MHT directly and then sought repayment from the physicians through monthly payment agreements (MPAs) or installment payment agreements (IPAs). The physicians, unaware of the full terms and believing they could withdraw without financial obligations, defaulted on their payments after MHT's collapse.The United States District Court for the Northern District of Texas consolidated multiple collection actions filed by Balboa against the physicians. The court struck an evidentiary exhibit that combined the payment agreements with invoices, ruling that the invoices were not properly authenticated and constituted impermissible hearsay. The court then granted summary judgment in favor of the physicians, finding that the payment agreements alone did not constitute valid contracts as they lacked essential terms such as the total amount financed and the cost of financing.The United States Court of Appeals for the Fifth Circuit reviewed the district court’s rulings. The appellate court affirmed the decision to strike the exhibit, agreeing that the invoices were not properly authenticated and did not meet the business records exception to the hearsay rule. The court also affirmed the summary judgment, holding that the payment agreements, even if considered together with the invoices, did not form enforceable contracts under California law due to the absence of material terms. Consequently, Balboa’s claims for breach of contract and breach of guarantee failed as a matter of law. View "Balboa Capital v. Okoji Home Visits MHT, L.L.C." on Justia Law

The North Central Montana Regional Water Authority (the Authority) was created in 2000 through an interlocal agreement among several municipalities and county water and sewer districts. The Town of Kevin, a small municipality with fewer than 175 residents, did not sign the original agreement but signed several later documents attempting to join the Authority. The Town later sought to sever ties with the Authority, which resisted these attempts. On May 29, 2020, the Town sued the Authority, seeking a declaratory judgment under the Uniform Declaratory Judgment Act (UDJA) that it was not, and never had been, a member of the Authority, and also sought attorney fees.The Twelfth Judicial District Court held a bench trial and issued an order on November 10, 2022, declaring that the Town was not a member of the Authority and granting other relief. Subsequently, the Town filed a motion for attorney fees under the UDJA. On March 30, 2023, the District Court found that equitable factors supported awarding attorney fees to the Town, noting the significant disparity in resources between the Town and the Authority. The Authority appealed this order.The Supreme Court of the State of Montana reviewed the case. The court affirmed the District Court's decision, holding that the UDJA provides a legal basis for awarding attorney fees between governmental entities when appropriate. The court found that the parties were not similarly situated, as the Town had significantly fewer resources compared to the Authority. The court also applied the "tangible parameters test" and concluded that the Authority possessed what the Town sought, it was necessary for the Town to seek a declaration, and the declaratory relief was necessary to change the status quo. Therefore, the District Court did not abuse its discretion in awarding attorney fees to the Town. The Supreme Court affirmed the award of attorney fees to the Town. View "Town of Kevin v. North Central Montana Regional Water Authority" on Justia Law

Plaintiff, a Bank of America (BOA) accountholder, was charged two separate out-of-network (OON) balance inquiry fees when using a non-BOA ATM. She claimed that only the first fee was permissible under the contract, arguing that a "balance inquiry" should be defined as a customer-initiated request for balance information. BOA contended that it could charge a fee whenever an ATM transmitted a balance inquiry request, regardless of the customer's actions.The United States District Court for the Southern District of California granted summary judgment in favor of BOA on both the breach of contract and breach of the implied covenant of good faith and fair dealing claims. The court also denied class certification, reasoning that individual issues predominated over common ones, particularly concerning the subjective intent of each class member and variations in ATM prompts.The United States Court of Appeals for the Ninth Circuit reversed the district court's summary judgment on the breach of contract claim, agreeing with the plaintiff that a "balance inquiry" should be defined as a customer-initiated transaction. The court found that BOA's interpretation, which allowed fees based on ATM transmittals, was unreasonable and not supported by the contract's language. The court affirmed the summary judgment on the implied covenant of good faith and fair dealing claim, as it was indistinguishable from the breach of contract claim. The court also affirmed the district court's decision that the plaintiff's failure to follow pre-dispute procedures did not bar her claim.The Ninth Circuit vacated the denial of class certification and remanded the case for reconsideration, noting that the court's interpretation of "balance inquiry" alleviated concerns about the need to probe the subjective intent of individual class members. View "Schertzer v. Bank of America, NA" on Justia Law

Josh and Mackie were partners in a marijuana business, Culta, LLC, in Maryland. Josh temporarily relinquished his ownership due to concerns about a past misdemeanor affecting their license application, with an agreement to be reinstated later. However, Mackie prevented Josh from rejoining. Josh sued Mackie and Trellis Holdings Maryland, Inc. (Trellis), Mackie’s company, for breach of contract. The district court found Mackie and Trellis liable and awarded Josh $6.4 million in damages. Mackie and Trellis did not appeal or pay the judgment.Josh sought to enforce the judgment. The district court ordered Mackie and Trellis to sell Trellis’s equity in Culta and turn over the proceeds to Josh, and to avoid devaluing the equity until the sale. Mackie and Trellis appealed, arguing for the first time that enforcing the judgment would violate the Controlled Substances Act (CSA) and that the district court lacked authority under Colorado Rule of Civil Procedure (C.R.C.P.) 69(g). They also moved the district court to reconsider the original judgment, which was denied, leading to a second appeal. The appeals were consolidated.The United States Court of Appeals for the Tenth Circuit reviewed the case. It affirmed the original judgment, rejecting Mackie and Trellis’s argument that Josh lacked standing. The court found that Josh had standing as he suffered an injury from the breach of contract, caused by Mackie and Trellis, and the damages awarded were redressable. The court also held that the district court had authority under C.R.C.P. 69(g) to issue the judgment enforcement order, as a charging order was not the exclusive remedy and Mackie and Trellis had sufficient control over Trellis’s equity.However, the Tenth Circuit vacated the judgment enforcement order due to concerns that it might require Mackie and Trellis to violate federal drug laws, and remanded the case for further proceedings to address these public policy concerns. View "Bartch v. Barch" on Justia Law