This case involves a dispute over a lease agreement between Tera, L.L.C., and Rice Drilling D, L.L.C., and Gulfport Energy Corporation. The lease granted Rice Drilling and Gulfport Energy certain mineral rights in the geological formations known as the Marcellus Shale and the Utica Shale beneath Tera’s land. The dispute arose when Tera claimed that the defendants had intentionally drilled six wells into the Point Pleasant formation, which Tera argued was not included in the lease agreement.The trial court awarded summary judgment to Tera, concluding that the lease agreement clearly limited the rights granted to the defendants to the Marcellus and Utica formations and reserved rights to all other formations. The court also found that the defendants had trespassed in bad faith, and a jury awarded Tera over $40 million in damages.The Court of Appeals for Belmont County affirmed the trial court's decision. The court concluded that the lease language was unambiguous and that the phrase "Utica Shale" had a technical stratigraphic meaning that did not include the Point Pleasant formation.The Supreme Court of Ohio reversed the lower courts' decisions. The court found that the lease agreement was ambiguous because it did not clearly establish whether the Point Pleasant was or was not to be considered part of the Utica Shale. The court concluded that resolving the meaning of ambiguous terms in a contract is a matter of factual determination for the fact-finder. Therefore, the court remanded the case to the trial court for further proceedings. View "Tera, L.L.C. v. Rice Drilling D, L.L.C." on Justia Law

The case involves BitGo Holdings, Inc. and Galaxy Digital Holdings Ltd., who entered into a merger agreement. BitGo, a technology company, was required to submit audited financial statements to Galaxy, the acquirer, by a specified date. When BitGo submitted the financial statements, Galaxy claimed they were deficient because they did not apply recently published guidance from the Securities and Exchange Commission’s staff. BitGo disagreed, but submitted a second set of financial statements. Galaxy found fault with the second submission and terminated the merger agreement. BitGo then sued Galaxy for wrongful repudiation and breach of the merger agreement.The Court of Chancery sided with Galaxy and dismissed the complaint. The court found that the financial statements submitted by BitGo did not comply with the requirements of the merger agreement, providing Galaxy with a valid basis to terminate the agreement.On appeal, the Supreme Court of Delaware reversed the decision of the Court of Chancery. The Supreme Court found that the definition of the term “Company 2021 Audited Financial Statements” in the merger agreement was ambiguous. The court concluded that both parties had proffered reasonable interpretations of the merger agreement’s definition. Therefore, the court remanded the case for the consideration of extrinsic evidence to resolve this ambiguity. View "BitGo Holdings, Inc. v. Galaxy Digital Holdings Ltd., et al." on Justia Law

The case involves Puerto Rico Fast Ferries LLC ("Fast Ferries") and Mr. Cade, LLC and SeaTran Marine, LLC ("SeaTran") (collectively, "defendants-appellees"). Fast Ferries had entered into a Master Time Charter Agreement with Mr. Cade, LLC to charter the motor vessel Mr. Cade and procure a licensed crew. The agreement contained mediation and forum-selection clauses. When the final Short Form expired, Fast Ferries returned the vessel to its home port in Louisiana. A year later, Fast Ferries filed a complaint against Mr. Cade, LLC and SeaTran alleging breach of contract and liability pursuant to culpa in contrahendo. The defendants-appellees moved to dismiss the complaint, arguing that the Master Agreement was still in effect and required a written agreement for the charter of M/V Mr. Cade.The district court granted the motion to dismiss in part, concluding that the Master Agreement did not contain a termination date and remained in effect. Therefore, the contract's mediation and forum-selection clauses were binding on the parties. However, the district court did not address Fast Ferries' argument that SeaTran was not a signatory of the agreement and, therefore, could not invoke the mediation and forum-selection clauses contained therein.On appeal, the United States Court of Appeals for the First Circuit affirmed the district court's order on the defendants-appellees' motion to dismiss. The court held that the Master Agreement was still in effect and that SeaTran, despite being a non-signatory, could enforce the Master Agreement's mediation and forum-selection clauses. The court reasoned that Fast Ferries' claims against SeaTran were necessarily intertwined with the Master Agreement, and thus, Fast Ferries was equitably estopped from avoiding the mediation and forum-selection clauses with respect to SeaTran. View "Puerto Rico Fast Ferries LLC v. SeaTran Marine, LLC" on Justia Law

Latigo Oil & Gas, Inc., an Oklahoma corporation, filed a lawsuit against BP America Production Company, a Delaware corporation, to enforce its preferential right to purchase certain mineral interests that BP had offered for sale as part of a package deal to a third party. Prior to trial, Latigo requested a temporary restraining order and preliminary injunctive relief to prevent BP from selling the interests to the third-party buyer pending trial. The trial court granted Latigo's request for preliminary injunctive relief.The Court of Civil Appeals reversed the trial court's decision, finding that the evidence did not show Latigo was likely to succeed on the merits. The court held that BP did not owe Latigo a duty to provide a good-faith allocation of value to the interests burdened by Latigo's preferential right. It found that whether the allocations provided by BP were inflated as alleged by Latigo was irrelevant, as the notices provided by BP met the terms of the operating agreements.The Supreme Court of the State of Oklahoma granted certiorari and held that the trial court's grant of injunctive relief was not an abuse of discretion. The court noted that while there was no binding precedent on whether an allocation of value within a package deal must be made in good faith, substantial support for Latigo's position could be found in both Oklahoma precedent and in other jurisdictions. The court affirmed the trial court's decision to grant preliminary injunctive relief and remanded for further proceedings consistent with its opinion. View "LATIGO OIL & GAS v. BP AMERICA PRODUCTION CO." on Justia Law

Between November 2019 and August 2020, Core Optical Technologies, LLC filed complaints against three groups of defendants led by Nokia Corp., ADVA Optical Networking SE, and Cisco Systems, Inc. Core Optical alleged that these companies infringed on U.S. Patent No. 6,782,211, which was assigned to Core Optical by the inventor, Dr. Mark Core, in 2011. The defendants argued that the patent was actually owned by Dr. Core's former employer, TRW Inc., due to an employment-associated agreement signed by Dr. Core in 1990.The district court in the Central District of California agreed with the defendants, ruling that the 1990 agreement between Dr. Core and TRW automatically assigned the patent rights to TRW. The court found that the patent did not fall under an exception in the agreement for inventions developed entirely on the employee's own time, as Dr. Core had developed the patent while participating in a fellowship program funded by TRW.The United States Court of Appeals for the Federal Circuit vacated the district court's judgment and remanded the case for further proceedings. The appellate court found that the phrase "developed entirely on my own time" in the 1990 agreement was ambiguous and did not clearly indicate whether Dr. Core's time spent on his PhD research, which led to the invention, was considered his own time or partly TRW's time. The court concluded that further inquiry into the facts was needed to resolve this ambiguity. View "CORE OPTICAL TECHNOLOGIES, LLC v. NOKIA CORPORATION " on Justia Law

The case revolves around a ski lift accident that left a minor, Annalea Jane Miller, a quadriplegic. The plaintiff, Michael D. Miller, acting as the parent and guardian of Annalea, sued the defendant, Crested Butte Mountain Resort, alleging negligence per se based on violations of the Ski Safety Act of 1979 and the Passenger Tramway Safety Act, as well as a claim for negligence-highest duty of care. The plaintiff argued that the defendant could not absolve itself of statutory duties through private release agreements that purported to release negligence claims against it.The district court dismissed the negligence per se claim, ruling that the defendant could absolve itself of liability through private release agreements. It also dismissed the negligence-highest duty of care claim, finding that the release agreements signed by the plaintiff were enforceable and barred the claim.The Supreme Court of the State of Colorado disagreed with the district court's dismissal of the negligence per se claim. It held that the defendant could not absolve itself of liability for violations of statutory and regulatory duties through private release agreements. Therefore, the court concluded that the district court erred in dismissing the negligence per se claim.However, the Supreme Court agreed with the district court's dismissal of the negligence-highest duty of care claim. It found that the district court correctly applied the factors set forth in Jones v. Dressel, determining that the release agreements signed by the plaintiff were enforceable and barred the claim. Therefore, the Supreme Court affirmed the dismissal of the negligence-highest duty of care claim.The case was remanded to the district court with instructions to reinstate the plaintiff’s negligence per se claim and for further proceedings consistent with the Supreme Court's opinion. View "Miller v. Crested Butte, LLC" on Justia Law

In October 2018, Molitor Equipment, LLC purchased two tractors from Deere & Company. These tractors were a transitional model and did not include engine compartment fire shields as standard equipment, which were included in the subsequent 2019 model. A year after purchase, both tractors caught fire in separate incidents. Molitor had an insurance policy with SECURA Insurance Company, who paid Molitor's claim and then pursued Molitor's warranty claims against Deere. SECURA claimed the tractors were defective and unreasonably dangerous due to the absence of the fire shields and that Deere's warranty obligated them to remedy the problem or refund the purchase prices.Deere moved to dismiss the claims, arguing that its warranty only covered manufacturing defects, not design defects. The district court granted Deere's motion, dismissing SECURA's breach of warranty claim to the extent it was based on a design defect theory. The case proceeded on a manufacturing defect theory. At the close of discovery, both parties moved for summary judgment. Deere argued that since the tractors conformed to their intended design, there was no manufacturing defect. The district court granted Deere's motion, holding that SECURA could not establish its breach of warranty claim because Deere's warranty covers defects only in "materials or workmanship."On appeal, the United States Court of Appeals for the Eighth Circuit affirmed the district court's decisions. The appellate court agreed with the district court's interpretation of Deere's warranty, concluding that it did not cover design defects. The court also agreed that SECURA could not establish a breach of warranty claim based on a manufacturing defect, as the tractors conformed to their intended design. Therefore, the court affirmed the district court's dismissal of SECURA's design defect claim and its grant of summary judgment to Deere on the manufacturing defect claim. View "Secura Insurance Company v. Deere & Company" on Justia Law

This case involves a dispute between Jacam Chemical Company 2013, LLC (Jacam) and its competitor GeoChemicals, LLC, along with Arthur Shepard Jr., a former Jacam employee who later worked for GeoChemicals. Jacam sued both Shepard and GeoChemicals, alleging breach of contract, misappropriation of trade secrets, and tortious interference with contracts. Shepard and GeoChemicals countersued Jacam. The district court granted a declaratory judgment to Shepard, concluding that he owed no contractual obligations to Jacam, and dismissed the remaining claims of Jacam and GeoChemicals.The district court had previously reviewed the case and granted summary judgment to Shepard, holding that he had no enforceable agreements with Jacam. The court also dismissed all of Jacam’s and GeoChemicals’s other claims against each other. Both Jacam and GeoChemicals appealed aspects of the summary judgment order.The United States Court of Appeals for the Eighth Circuit affirmed the district court's decision. The court found that neither the HCS Agreement nor the 2015 version of CES’s Conduct Code created an enforceable contract between Jacam and Shepard. The court also held that Jacam did not make reasonable efforts to keep its pricing information secret, which means the pricing information documents were not trade secrets which Shepard could misappropriate. Finally, the court agreed with the district court that Jacam’s tortious-interference claim fails. The court also dismissed GeoChemicals’s cross-appeal, holding that Jacam did not commit an independently tortious act that interfered with GeoChemicals’s relationship with Continental. View "Jacam Chemical Co. 2013, LLC v. Shepard" on Justia Law

Eghbal Saffarinia, a former high-ranking official in the Department of Housing and Urban Development’s Office of the Inspector General (HUD-OIG), was required by federal law to file annual financial disclosure forms detailing most of his financial liabilities over $10,000. One of Saffarinia’s responsibilities was the allocation of HUD-OIG’s information technology contracts. An investigation revealed that Saffarinia had repeatedly falsified his financial disclosure forms and failed to disclose financial liabilities over $10,000. The investigation also revealed that one of the persons from whom Saffarinia had borrowed money was the owner of an IT company that had been awarded HUD-OIG IT contracts during the time when Saffarinia had near-complete power over the agency operation.Saffarinia was indicted on seven counts, including three counts of obstruction of justice. A jury convicted Saffarinia on all seven counts, and the District Court sentenced him to a year and a day in federal prison, followed by one year of supervised release. Saffarinia appealed his conviction, arguing that the law under which he was convicted did not extend to alleged obstruction of an agency’s review of financial disclosure forms because the review of these forms is insufficiently formal to fall within the law’s ambit. He also argued that the evidence presented at trial diverged from the charges contained in the indictment, resulting in either the constructive amendment of the indictment against him or, in the alternative, a prejudicial variance. Finally, Saffarinia challenged the sufficiency of the evidence presented against him at trial.The United States Court of Appeals for the District of Columbia Circuit found no basis to overturn Saffarinia’s conviction. The court held that the law under which Saffarinia was convicted was intended to capture the sorts of activity with which Saffarinia was charged. The court also found that the government neither constructively amended Saffarinia’s indictment nor prejudicially varied the charges against him. Finally, the court found that the evidence presented at Saffarinia’s trial was sufficient to support his conviction. The court therefore affirmed the judgment of the District Court. View "USA v. Saffarinia" on Justia Law

The case revolves around a dispute between Anne Carl and related parties (the royalty holders) and Hilcorp Energy Company (the producer) over the calculation of royalties from a mineral lease. The lease stipulates that royalties are to be calculated based on the market value of the minerals "at the well," meaning before any post-production efforts have increased their value. However, the minerals are often not sold until after these efforts have taken place, resulting in a higher sale price. To account for this disparity, the producer deducted the proportionate share of post-production costs from the royalty payment, a method known as the "workback method." The royalty holders were dissatisfied with this reduced payment and sued, arguing that the lease required payment of a royalty on all gas produced from the well.The case was initially heard in a federal district court, which sided with the producer. The court found that the lease did indeed convey an "at-the-well" royalty, meaning the royalty holders were obligated to share proportionately in the post-production costs. The court also found no fault with the producer's method of accounting for these costs, which involved using some of the gas produced from the well to power post-production activities conducted off the lease. The value of this gas was considered a post-production cost and was therefore deducted from the total volume of gas used to calculate the royalty.The case was then certified to the Supreme Court of Texas, which affirmed the lower court's decision. The court agreed with the producer's interpretation of the lease and found that the royalty holders, as holders of an "at-the-well" royalty, were indeed obligated to bear their usual share of post-production costs. The court also found that the producer's method of accounting for these costs was permissible. The court concluded that the royalty holders were not shortchanged and that the producer's calculation was one acceptable way to convert the downstream sales price into an at-the-well market value on which to pay the royalty, as required by the lease. View "CARL v. HILCORP ENERGY COMPANY" on Justia Law