The owner of Mamilove, LLC, and its officers, sisters Michele and Lorraine Reymond sought rescission of a franchise agreement and damages for claims related to their negotiations for, and ultimate purchase of, a daycare franchise. The named defendants were the franchisor, Legacy Academy, Inc., and its officers, Frank and Melissa Turner (collectively “Legacy”). Ten years after they signed the franchise agreement at the heart of this dispute, the Reymonds alleged Legacy fraudulently induced them to sign the agreement by providing false information about the historical earnings of existing Legacy Academy franchisees. They sought to rescind the franchise agreement and recover damages for claims based on alleged fraud, negligent misrepresentation and violation of the Georgia Racketeer Influences and Corrupt Organizations Act (RICO). After a jury trial, the trial court denied Legacy's motion for a directed verdict as to all of the Reymonds' claims. The jury found in the Reymonds' favor, and awarded $750,000 in damages plus attorney fees. Legacy appealed, raising various challenges, including a challenge to the trial court's ruling on its motion for directed verdict. Upon review, the Supreme Court concluded the trial court erred in denying Legacy's motion for a directed verdict as to fraud, negligent misrepresentation and a violation of the RICO statute. The Court reversed the Court of Appeals who affirmed the trial court with regard to these claims, and remanded the case for further proceedings. View "Legacy Academy, Inc. v. Mamilove, LLC" on Justia Law

Chad Johnson and Stewart Minnick entered into an agreement whereby Johnson would purchase farmland he had been renting from Minnick and Minnick’s sister after Minnick’s death. The purchase price of the farmland was to be funded by an insurance policy owned by Johnson on Minnick’s life. After Minnick died, the insurer paid the policy proceeds to Johnson. Johnson tendered the the proceeds of the policy to the personal representative of Minnick’s estate, but the personal representative refused to convey the farmland. Johnson brought this action for specific performance and other relief. The district court concluded that the purchase agreement was unenforceable. The Supreme Court affirmed but under different reasoning from that of the district court, holding (1) the purchase agreement was not specifically enforceable as a matter of law because Johnson lacked an insurable interest in Minnick’s life; and (2) Johnson’s claim for damages was time barred. View "Johnson v. Nelson" on Justia Law

Paul R. Steinfurth and Paul C. Steinfurth (collectively, "the guarantors") appealed the denial of their postjudgment motion requesting that a judgment entered against them and in favor of Ski Lodge Apartments, LLC, be amended insofar as the judgment held that the guarantors had waived their personal exemptions under 6-10-123, Ala. Code 1975. On or about February 13, 2009, Styles Manager, LLC purchased from Vintage Pointe Apartments, LLC an interest in an apartment complex located in Montgomery. As part of this transaction, Styles Manager executed a promissory note promising to pay Vintage Pointe $800,000. Paul C. signed the promissory note in his official capacity as "manager" of Styles Manager. As security for the performance of the payment of the promissory note, the guarantors, in their individual capacities, executed a "guaranty of payment and performance" of the promissory note. Styles Manager defaulted on the promissory note in 2011. Pursuant to the note, the entire principal amount and all accrued interest was then due on February 13, 2011. Neither Styles Manager nor the guarantors cured the default. Accordingly, on September 27, 2012, Ski Lodge sued the guarantors, alleging breach of the guaranty agreement, in order to collect the outstanding debt on the promissory note. Ski Lodge requested $804,333.36, together with additional accrued interest, in damages. In its complaint, Ski Lodge did not expressly allege that the guarantors had waived their right to a personal exemption. However, Ski Lodge did attach to its complaint copies of the loan documents, which included the promissory note and the guaranty agreement, and stated that each was "incorporated herein by reference." The guarantors filed an answer and counterclaims against Ski Lodge alleging misrepresentation and suppression. The guarantors moved to dismiss Ski Lodge's suit against them, then filed a Rule 59(e), Ala. R. Civ. P., motion to alter, amend, or vacate the circuit court's judgment insofar as the circuit court held that the "judgment is entered pursuant to Alabama law with a waiver of exemptions, according to the terms expressed in the [p]romissory [n]ote and [the] [g]uaranty [agreement] which are the subject matter of this action, as the same were incorporated and adopted into the complaint." The guarantors argued that "waiver was not properly [pleaded]" and that the guaranty agreement did "not provide for waiver of exemptions by" the guarantors. The circuit court ultimately denied the guarantors' postjudgment motion, leading to this appeal to the Alabama Supreme Court. After review, the Supreme Court concluded the circuit court's holding that the guarantors waived their personal exemptions was in error. Accordingly, the Court reversed the circuit court's judgment and remanded the matter for further proceedings. View "Steinfurth v. Ski Lodge Apartments, LLC" on Justia Law

The County of Orange, California (County) filed a breach of contract action in federal district court against Tata American International Corporation after Tata America did not perform its obligations under the contract to the County’s satisfaction. The complaint included a jury trial demand. Tata America moved to strike the County’s jury demand, arguing that the County waived its right to a jury trial by signing the contract, which contained a jury trial waiver. The district court granted Tata America’s motion to strike, concluding (1) federal law, rather than California law, governed the question of whether the County waived its right to a jury trial in federal court; and (2) the County knowingly and voluntarily waived its right to a jury trial. The Ninth Circuit granted the County’s petition for writ of mandamus, holding (1) the federalism principle announced in Erie R. Co. v. Tompkins requires federal courts sitting in diversity to import state law governing jury trial waivers where, as here, state law is more protective than federal law of the jury trial right; and (2) under California law, the parties’ contractual jury trial waiver was unenforceable, and therefore, the district court erroneously deprived the County of a jury trial when it granted Tata America’s motion to strike. View "County of Orange v. U.S. Dist. Court for Cent. Dist. of Cal." on Justia Law

This dispute arose from a contract signed by the parties in 2006, the Wireless Patent License Agreement, which provided for arbitration as the mechanism to resolve any claims arising under that Agreement. LG Electronics, Inc. sought a declaration in the Court of Chancery that InterDigital Communications, Inc., InterDigital Technology Corporation, and IPR Licensing Inc. that InterDigital had breached a nondisclosure agreement between the parties by disclosing confidential information during a pending arbitration proceeding. The Court of Chancery granted InterDigital's motion to dismiss, holding that all of LG's claims were properly before the arbitral tribunal, and deferred to the "first-filed proceeding" based on the factors established by the Delaware Supreme Court in "McWane Cast Iron Pipe Corp. v. McDowell-Wellman Engineering Co." After review, the Supreme Court agreed that the McWane doctrine applied in this case, and that it supported dismissing LG's claims. View "LG Electronics, Inc. v. InterDigital Communications, Inc." on Justia Law

Plaintiffs-appellants Earl and Marina Rideau entered into an agreement with condominium developer, Inmobiliaria BGJB de Mexico, S. de R.L. de C.V. (BGJB; not a party to this appeal), to purchase a unit to be constructed in Mexico. The Rideaus deposited funds toward the purchase price with an escrow company, defendant-respondent Stewart Title of California. In the "Sale Escrow Instructions," Stewart Title agreed to receive funds from the Rideaus, to be released at the seller's direction to a fund control company, as specified in the Instructions. The project failed and the Rideaus lost their deposit. In the Rideaus' prior appeal, the Court of Appeal reversed a defense judgment on the basis that the trial court erred in denying their contract claim that Stewart Title had breached the Instructions, when it released their $239,700 deposited funds to entities other than the one specified in the Instructions. On remand, the trial court entered judgment in their favor. This appeal arose from the trial court's denial of the Rideaus' motion for an award of contractual attorney fees and costs, based upon "hold harmless" language found in section IV of the Instructions, "Release of Funds," regarding defense of claims arising from the Instructions. The Rideaus argued a portion of that language should be interpreted as a reciprocal attorney fees clause, and not as an item of recovery specified in an indemnity agreement. After review, the Court of Appeal concluded that the trial court correctly denied the motion and affirmed the order and judgment. View "Rideau v. Stewart Title of California" on Justia Law

Plaintiff, a provider of credit repair software and services to credit repair organizations (CROs), sued for breach of contract, fraud, misappropriation of trade secrets, and interference with contract. Defendants work directly for CROs handling administrative tasks. Plaintiff provided defendants its confidential list of CROs and other proprietary information, and entered into agreements for defendants to act as a licensed reseller of plaintiff’s software. Those agreements identify Florida as the venue for dispute resolution and provide for awards of costs and fees. The court granted a temporary restraining order barring defendants from transferring any customers referred to them by plaintiff to any entity that did not use plaintiff’s software and barring defendants from making commercial use of plaintiff’s software. Defendants moved to dismiss based on the forum-selection clauses. The trial court stayed the case for 60 days and extended the preliminary injunction so that plaintiff could seek relief in Florida. After plaintiff refiled in Florida, the California trial court dismissed and dissolved the preliminary injunction. Defendants sought attorney fees of $84,640, as the prevailing parties on the motion to dismiss. The trial court denied the motion. The court of appeal agreed, stating that there has been no final resolution of the contract claims. View "DisputeSuite.com, LLC, v. Scoreinc.com" on Justia Law

A franchisee janitorial worker, on behalf of himself and other similarly situated individuals, filed a complaint against System4 LLC, a master franchisor, and NECCS, Inc., a regional subfranchisor, alleging, among other claims, breach of contract, misclassification as independent contractors in their franchise agreements, and rescission of the franchise agreements. The franchise agreements, signed only by Plaintiffs and NEECS, required the franchisees to arbitrate virtually all disputes. Defendants, citing the arbitration clause in the franchise agreement, moved to stay the court proceedings pending arbitration. The judge concluded that because System4 was not a nonsignatory to the agreements, Plaintiffs could proceed to litigate their claims against System4 in court. The Supreme Judicial Court reversed, holding that, by reason of equitable estoppel, System4 could compel Plaintiffs to arbitrate their substantive claims in accordance with the arbitration provision in Plaintiffs’ franchise agreements. Remanded. View "Machado v. System4 LLC" on Justia Law

American Messaging Services, LLC (AMS) purchased an ownership interest in DocHalo, LLC. The parties entered into an agreement establishing the terms of their business relationship. After AMS discovered that DocHalo had contacted some of AMS’s sales personnel about joining DocHalo and had unilaterally reached out to some of AMS’s customers, AMS filed a complaint alleging breach of contract, breach of the implied covenant of good faith and fair dealing, misappropriation of trade secrets, and tortious interference with contractual relations. AMS sought a temporary restraining order seeking DocHalo from contacting its customers and sales personnel. The Court of Chancery denied the motion, holding that while AMS established colorable claims against DocHalo, it did not appear to face imminent and irreparable harm that would justify extraordinary relief. View "Am. Messaging Servs., LLC v. DocHalo, LLC" on Justia Law

Old Colony Construction, LLC failed timely to complete a public works contract with the Town of Southington. The Town elected to terminate the contract on the basis of convenience. Old Colony subsequently filed suit against the Town alleging breach of contract. The Town counterclaimed seeking liquidated damages for breach of contract. The trial court rendered judgment in favor of Old Colony on its breach of contract claim and in favor of the Town on its liquidated damages counterclaim. The court awarded the Town liquidated damages and permitted the set off of those damages against the damages awarded to Old Colony for the Town’s failure to pay sums due under the contract’s termination for convenience provision. Old Colony appealed, arguing that the Town was barred from collected liquidated damages because termination for convenience precludes any default based remedies available for termination for cause and because the Town’s contribution to the delay rendered the liquidated damages provision unenforceable. The Supreme Court affirmed, holding that the trial court properly awarded liquidated damages and properly denied Old Colony’s request for an equitable adjustment in the contract. View "Old Colony Constr., LLC v. Town of Southington" on Justia Law