This case involves a contractual dispute between Alabama Plating Technology, LLC (APT) and Georgia Plating Technology, LLC (GPT), DVEST, LLC, and Jin Kim. The dispute arose from an asset-purchase agreement for a brake-plating plant. After the purchase, APT claimed indemnity from the sellers for environmental issues, unpaid accounts payable, and certain inoperable assets, alleging these were retained liabilities or breaches of warranties by the sellers. The sellers sued APT for breach of contract due to setoff of losses against annual installment payments.The trial court found in favor of APT regarding the environmental issues and unpaid accounts payable, but sided with the sellers on the inoperable-assets claim. It also rejected APT's claim for attorneys' fees and legal expenses. Both parties appealed.The Supreme Court of Alabama reversed the trial court's judgment denying APT relief on its inoperable-assets claim and its claim for attorneys' fees and legal expenses. It affirmed the trial court's judgment granting APT relief on its environmental-issues and unpaid-accounts-payable claims, and the denial of the sellers' request to accelerate the remaining installment payments owed to them by APT. View "Alabama Plating Technology, LLC v. Georgia Plating Technology, LLC" on Justia Law

The case involves Jennifer Sugg, a student who was dismissed from her Certified Registered Nurse Anesthesiology (CRNA) program at Midwestern University after failing several required courses. Sugg sued Midwestern University and EmergencHealth (EH), alleging breach of contract and fraud. The United States District Court for the Southern District of Texas granted summary judgment in favor of the defendants on all causes of action, and Sugg appealed.Sugg enrolled in Midwestern's CRNA program in 2016. She failed a course in her first semester and was placed on academic leave. After retaking the course and receiving a passing grade, she was placed on academic probation due to her low GPA. Sugg later failed her first clinical rotation course and was dismissed from the program. She appealed the decision, and the dismissal was overturned so she could retake the course. However, after failing another course, she was dismissed again. Sugg appealed this decision as well, but it was upheld by the university's Promotion and Graduation Committee and the Dean of the College of Health Sciences.The United States Court of Appeals for the Fifth Circuit affirmed the lower court's decision. The court found that Midwestern University did not breach the contract as it followed its guidelines and dismissed Sugg based on her academic performance. The court also found that Sugg failed to show that the university's decision was a substantial departure from accepted academic norms. Regarding the claims against EH, the court found that EH did not interfere with Sugg's contract with Midwestern University and did not make any false or misleading statements. Therefore, the court affirmed the summary judgment in favor of the defendants. View "Sugg v. Midwestern University" on Justia Law

The case involves a putative class action of approximately 2,000 payees who received structured settlement annuities to resolve personal injury claims. The plaintiffs, Renaldo White and Randolph Nadeau, alleged that defendants Symetra Life Insurance Company and Symetra Assigned Benefits Service Company wrongfully induced them to cash out their annuities in individualized “factoring” arrangements, whereby they gave up their rights to periodic payments in return for discounted lump sums.The district court certified two nationwide classes under Federal Rule of Civil Procedure 23. The first class consisted of all persons who were annuitants of a structured settlement annuity (SSA) issued by Symetra and who subsequently sold to a Symetra affiliate the right to receive payments from that SSA in a factoring transaction. The second class was a subclass of the first, consisting of all members of the class whose contract defining the annuity at issue included language explicitly stating that the annuitants lack the power to transfer their future SSA payments.The United States Court of Appeals for the Ninth Circuit reversed the district court’s certification of the two nationwide classes. The court held that individual issues of causation will predominate over common ones when evaluating whether defendants’ acts and omissions caused the plaintiffs to enter factoring transactions and incur their alleged injuries. The court also held that the district court erred in certifying the nationwide subclass of plaintiffs whose original settlement agreements with their personal injury tortfeasors contained structured settlement annuity (SSA) anti-assignment provisions. The record indicates that the annuitants hail from a wide array of different states, and some of the settlement agreements have choice of law provisions denoting the law of a state other than the location where the contract was executed. The apparent variations in state law on the enforceability of anti-assignment provisions in SSAs and the need to apply multiple state laws to the subclass raised a substantial question of whether individual issues predominate and how the matter can be fairly managed as a class action. View "WHITE V. SYMETRA ASSIGNED BENEFITS SERVICE COMPANY" on Justia Law

The case revolves around a dispute between MAK Technology Holdings Inc. (plaintiff) and Anyvision Interactive Technologies Ltd. (defendant). The defendant, an Israeli company selling facial-recognition software, engaged the plaintiff in 2017 to arrange introductions with potential customers in exchange for referral payments based on revenues generated from any resulting product-license agreements. The parties formalized their agreement in a written Referral Agreement with a defined "Effective Date" of November 23, 2017, and a term of three years. The agreement was amended twice in 2018 to include a compensation arrangement for equity investments in the defendant, separate from their arrangement with respect to product licenses.The plaintiff initiated a lawsuit to recover compensation allegedly owed under the amended Referral Agreement, claiming that a nonparty made an investment in the defendant in July 2021 for which the plaintiff is owed a $1.25 million fee under the Second Amendment. The defendant moved to dismiss this claim on the ground that the transaction occurred eight months after the Term of the Referral Agreement expired in November 2020. The Supreme Court denied the motion, and a divided Appellate Division affirmed, both concluding that the error-infected language in section 2 of the Second Amendment creates an ambiguity with respect to the length of the Term.The Court of Appeals of New York disagreed with the lower courts' decisions. The court held that the plaintiff is not entitled to a $1.25 million fee for a transaction consummated eight months after the "Term" of the parties' agreement expired. The court found that minor syntactic and spelling errors in the preamble of an amendment to the contract cannot reasonably be read as modifying the length of the Term. The court also rejected the plaintiff's argument that the amendment is a separate agreement with a distinct term. Therefore, the court reversed the order of the Appellate Division, granted the defendant's motion to dismiss the first cause of action for breach of contract to the extent based on the July 2021 transaction, and answered the certified question in the negative. View "MAK Tech. Holdings Inc. v Anyvision Interactive Tech. Ltd." on Justia Law

Summit Construction filed a lawsuit against Jay Koontz and Jennie L. Kennette for breach of contract and unjust enrichment, alleging nonpayment for work performed on Mr. Koontz’s home based on an oral agreement. The work included an addition to the home and extensive renovations to the existing structure. The District Court rejected both claims, determining that there was no enforceable oral contract between the parties and that Summit did not sufficiently prove its damages for the unjust enrichment claim.The District Court found that the parties had not mutually agreed to sufficiently definite terms for an oral contract. The court noted that the project progressed without a clear understanding of the scope of work, how it would be paid for, and who would be responsible for payment. The court also found that Summit's invoices did not clearly define the terms of the contract. Furthermore, the court concluded that Summit had failed to prove the amount by which Mr. Koontz was unjustly enriched, i.e., its damages.Upon appeal, the Supreme Court of Wyoming affirmed the District Court's decision. The Supreme Court agreed that Summit had failed to show the existence of an enforceable oral contract with either Mr. Koontz or Ms. Kennette. The court also agreed with the lower court's finding that Summit had failed to establish its damages to a reasonable degree of certainty, which is necessary for an unjust enrichment claim. View "Summit Construction v. Koontz" on Justia Law

The case revolves around a dispute over a public contract for services to be rendered to the state. The plaintiffs, Talley Amusements, Inc. and others, alleged that the 32nd District Agricultural Association and others violated the Public Contract Code section 10339 when they solicited proposals for a master carnival operator contract for the county fair. The plaintiffs claimed that the request for proposal (RFP) was written in such a way that only one carnival operator in the United States could qualify, thereby limiting the bidding process.The Superior Court of Orange County initially reviewed the case. The court found that section 10339, which prohibits a state agency from drafting an RFP in a way that directly or indirectly limits bidding to any one bidder, did not apply to this particular contract. As a result, the court denied the plaintiffs' request for a temporary injunction under section 10421, which allows a court to issue a temporary injunction preventing further dealings on a public contract awarded in violation of section 10339.The case was then brought before the Court of Appeal of the State of California Fourth Appellate District Division Three. The main issue on appeal was whether the competitive bidding requirements of section 10339 apply to a district agricultural association’s RFP on a master carnival contract. After reviewing the matter de novo, the court held that section 10339 did not apply to the contract at issue because it was not a contract for services to be rendered to the state. Therefore, the court affirmed the trial court’s order denying injunctive relief under section 10421. View "Talley Amusements v. The 32nd District Agricultural Association" on Justia Law

The case involves PB Legacy, Inc., a Texas-based shrimp breeding company, and American Mariculture, Inc., a Florida-based company that operated a shrimp breeding facility. PB Legacy had a contract with American Mariculture to breed shrimp. However, PB Legacy failed to fulfill its contractual obligations, including removing its shrimp from the facility on time. When American Mariculture threatened to harvest the abandoned shrimp, PB Legacy sued in state court. After a failed attempt to resolve the dispute, American Mariculture used the shrimp to launch a competing company, American Penaeid, Inc. PB Legacy then sued American Mariculture, Penaeid, and their CEO, Robin Pearl, in federal court, alleging conversion, defamation, trade secret misappropriation, breach of contract, unfair competition, and unjust enrichment.The case proceeded to a jury trial in the United States District Court for the Middle District of Florida. During the trial, the district judge had to leave before the jury returned its verdict. The parties agreed to have a magistrate judge receive the verdict. However, the magistrate judge also responded to several jury questions and rejected a request for clarification about the verdict. The jury awarded $4.95 million in damages to PB Legacy on each of their federal and state trade secret claims. Post-trial motions were filed and denied.The case was appealed to the United States Court of Appeals for the Eleventh Circuit. The defendants argued that the magistrate judge lacked authority to preside over the last three days of trial because the parties did not consent to the magistrate judge’s exercise of Article III authority. The court agreed, stating that while the parties had consented to the magistrate judge receiving the verdict, they had not consented to the magistrate judge performing non-ministerial duties such as responding to jury questions and rejecting a request for clarification about the verdict. The court vacated the judgment, remanded for a new trial, and dismissed the cross-appeal as moot. View "TB Foods USA, LLC v. American Mariculture, Inc." on Justia Law

The case involves a dispute between the Florida Division of Emergency Management (the Division) and a private company, Essential Diagnostics, LLC, over a contract for the purchase of COVID-19 test kits. The Division contracted with Essential Diagnostics to buy 200,000 COVID-19 test kits for $2.2 million. However, Essential claimed that the Division ordered 600,000 tests but only paid for 200,000. The Division, on the other hand, insisted that it only ever agreed to buy 200,000 tests and that it paid for them in full. Essential assigned its rights under the contract to Global Integrated Concepts, which sued the Division in Florida state court. However, the state court dismissed the complaint. Subsequently, Global and two other parties involved in the transaction sued the Division in federal district court in North Carolina, seeking to recover the same $4.4 million Global sought as damages in its state court suit.The Division moved to dismiss the suit on the grounds of sovereign immunity. The district court denied the motion to dismiss, concluding that the Division waived its sovereign immunity by contracting with the plaintiffs. The Division appealed this decision.The United States Court of Appeals for the Fourth Circuit vacated the district court’s order and remanded the case for further proceedings. The appellate court found that the district court erred in concluding that the Division waived its sovereign immunity by contracting with the plaintiffs. The court clarified that the rules governing waiver of federal-law sovereign immunity in federal court come from federal law, not state law. The court concluded that the district court failed to distinguish between the defenses and immunities a State might enjoy under state law and the constitutionally protected sovereign immunity that States enjoy from suit in federal court. The court also rejected the plaintiffs' argument that the court lacked jurisdiction over the appeal. View "Global Innovative Concepts, LLC v. State of Florida, Division of Emergency Management" on Justia Law

The Ministry of Defence of the State of Kuwait entered into three contracts with Joseph M. Naffa and his fictitious law firm, Naffa & Associates, LLP, for legal advice and representation in real estate transactions. The Ministry later discovered that Naffa was not authorized to practice law in the United States and that he had kept a credit meant for the Ministry from one of the real estate transactions. The Ministry sued Naffa and his firm for breach of contract and conversion of funds.The United States District Court for the Eastern District of Virginia dismissed the Ministry's claims under Rule 12(b)(1), ruling that the Ministry had not pleaded damages sufficient to meet the amount in controversy requirement for federal court jurisdiction. The court also held that the agreements did not require Naffa to be a licensed attorney and that the Ministry could not show that it did not receive legal advice or that its outcome would have been different if it was represented by a licensed attorney.The United States Court of Appeals for the Fourth Circuit reversed the district court's decision. The appellate court held that the district court erred in dismissing the Ministry's claims for lack of subject matter jurisdiction because the complaint contained sufficient allegations to invoke the court's diversity jurisdiction. The court concluded that the Ministry had pleaded damages of at least $635,000, an amount that substantially exceeds the statutory minimum for federal court jurisdiction. The court vacated all other determinations made by the district court and remanded the case for further proceedings. View "Ministry of Defence of the State of Kuwait v. Naffa" on Justia Law

The case involves Analog Technologies, Inc. ("ATI") and its CEO Dr. Gang Liu, who accused Analog Devices, Inc. ("ADI") of misappropriating trade secrets under federal and Massachusetts law. ATI claimed that they took reasonable measures to maintain the secrecy of development materials shared with ADI, and ADI violated its obligation to limit its use of those materials. The dispute originated from two agreements: a 2000 agreement, which included a confidentiality clause that expired five years after termination, and a 2015 agreement, which superseded the 2000 agreement and released ADI from any claims related to the 2000 agreement.The U.S. District Court for the District of Massachusetts granted ADI's motion to dismiss the claim, ruling that any restrictions on ADI's use of the materials had expired under the clear terms of the written agreement among the parties. The court also found that there were no trade secrets under the 2000 agreement still in existence to have been misappropriated in 2021.On appeal, the United States Court of Appeals for the First Circuit affirmed the lower court's decision. The appellate court concluded that ADI did not misappropriate the development materials as the restrictions on ADI's use of these materials under the 2000 agreement had expired in 2011. Furthermore, the 2015 agreement released ADI from any remaining use restrictions. The court also rejected the argument that ADI had a duty to limit its use of the materials at the time of the alleged misappropriation, as such a duty did not exist under the 2015 agreement. View "Analog Technologies, Inc. v. Analog Devices, Inc." on Justia Law