Appellant Edged in Stone, Inc. (EIS) sought damages for breach of contract, breach of warranty, breach of implied covenant of good faith and fair dealing, negligence and unjust enrichment when a skid loader it purchased experienced mechanical problems. The district court dismissed all of EIS's claims except breach of contract and unjust enrichment. Later, the district court entered a judgment in favor of Northwest Power Systems, LLC (NWPS), dismissing EIS's remaining claims and awarded NWPS attorney's fees and costs. EIS appealed to the Supreme Court, arguing arguing that the district court erred in granting summary judgment to NWPS. After careful consideration of the trial court record, the Supreme Court found no reversible error and affirmed that court's grant of summary judgment. View "Edged In Stone v. NW Power Systems" on Justia Law

Medical Recovery Services, LLC (MRS), a licensed collection agency, appeals from the district court’s order affirming default judgments entered by the magistrate court. Each Respondent’s account indebtedness was assigned to MRS. MRS filed suit to recover payment from each Respondent and also sought $350 in attorney fees from each, based on a contractual provision. None of the Respondents answered the complaints filed by MRS, so MRS filed for default judgments to be entered in each case. The magistrate court entered default judgments as to all Respondents but granted attorney fees in amounts less than the $350 that MRS was requesting under the contracts. MRS asserted that the magistrate erred in awarding attorney fees in the amount of the principal owed by the Respondents for medical services, as opposed to $350, which was the minimum amount that each Respondent contracted to pay. Finding no reversible error, the Supreme Court affirmed the district court. View "Medical Recovery Services v. Strawn" on Justia Law

Sara Lee and the Unions entered into a collective bargaining agreement (CBA), and an outsourcing agreement which permitted Sara Lee to outsource covered functions to a contract company. After Sara Lee did outsource one of the covered functions and the contract company hired Sara Lee's displaced employees, Sara Lee refused to require the contract company to adhere to the CBA for its remaining terms. The Unions argued that Sara Lee breached the outsourcing agreement. The court concluded that Sara Lee was entitled to judgment as a matter of law where the Unions failed to establish a genuine dispute of material fact as to whether Sara Lee subsequently changed subcontractors. The court found it unnecessary to address the extension agreement's impact on the old CBA's term or to reconcile this tangle of agreements, because the proposition that Sara Lee never subsequently changed subcontractors provided a clear basis upon which to affirm. Accordingly, the court affirmed the judgment of the district court. View "Allied Sales Drivers, et al. v. Sara Lee Bakery Group, et al." on Justia Law

Defendant paid a general contractor for costs associated with the cleanup of a contaminated parcel of land that defendant owned. After the general contractor failed to remit those payments to plaintiff, a subcontractor who performed the work, plaintiff sought payment directly from defendant. The court concluded that the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), 42 U.S.C. 9607, did not grant the subcontractor a right to recovery against defendant in these circumstances where defendant would effectively be required to pay twice for the same work performed. Accordingly, the court reversed the district court's grant of partial summary judgment to plaintiff and remanded with instructions to grant summary judgment to defendant. View "Price Trucking Corp. v. Norampac Indus., Inc." on Justia Law

Appellee AGCO Corporation (AGCO) manufactured and sold a self-propelled, agricultural spray applicator called the "RoGator." In 2005, AGCO began offering an Extended Protection Plan (EPP) to its RoGator customers. Appellant Lloyd’s Syndicate No. 5820 d/b/a Cassidy Davis provided the master policy of insurance for the EPP program, which covered AGCO for certain liability to customers who purchased the RoGator EPP. Glynn General Corporation administered the plans. Between 2005 and 2008, AGCO enrolled about 2,050 RoGator machines in the EPP program. In 2008, a number of customers presented claims under the EPP based on the failure of wheel motors on the RoGator. After it paid about 25 claims related to this failure, Cassidy Davis invoked the "Epidemic Failure Clause" of the master insurance policy and refused to pay for any more claims. AGCO then sued Cassidy Davis asserting various claims, namely claims for breach of contract and bad faith denial of insurance coverage. The trial court granted partial summary judgment to AGCO and denied partial summary judgment to Cassidy Davis on a breach of contract issue, holding that the EPP covered failures caused by design and engineering defects in the RoGators. The trial court also denied Cassidy Davis’s motion for summary judgment on the bad faith claim, rejecting the insurer’s argument that it was not obligated to indemnify AGCO until a court entered a judgment establishing AGCO’s legal liability to its customers. The Court of Appeals affirmed the trial court on both issues. Cassidy Davis appealed, arguing: (1) that the Court of Appeals erred in its interpretation of the coverage provision of the extended protection plan; and (2) the Court of Appeals erred in its interpretation of the indemnity provision of the master policy of liability insurance. Upon review of the matter, the Supreme Court concluded the Court of Appeals misinterpreted the relevant language of both contracts. Therefore the Court reversed on both issues. View "Lloyd's Syndicate No. 5820 v. AGCO Corporation" on Justia Law

The Public School Employees Retirement System of Georgia (PSERS) filed suit against Appellant Leroy Ayers to recover three months of benefit payments to his mother that PSERS mistakenly made after Mrs. Ayers had died. A jury ultimately returned a $5,000 verdict in favor of Appellant. PSERS appealed, and the Court of Appeals reversed, holding that the trial court erred in denying PSERS' motion for a directed verdict. The Supreme Court found that the statutes that established Mrs. Ayers' contract for retirement benefits did not authorize the payment of monthly retirement benefits beyond her life and her designated joint annuitant who predeceased her. Accordingly, no benefits were payable to Appellant after his mother's death. The Court of Appeals correctly concluded that the trial court erred in denying PSERS' motion for a directed verdict, but did so based on analysis of retirement forms Mrs. Ayers filled out and correspondence she exchanged with PSERS instead of analysis of the statutory scheme. View "Ayers v. Public School Employees Retirement System of Georgia" on Justia Law

Selmark Associates, Inc. and Marathon Sales, Ltd. were closely held Massachusetts corporations that operated manufacturer’s representative companies. In 2001, Evan Ehrlich entered into a series of written agreements providing for the gradual sale of Marathon to Selmark and Ehrlich. Ehrlich subsequently became an employee and minority shareholder of Marathon. After Marathon and Selmark’s then-sole shareholder, David Elofson, terminated Ehrlich’s employment with Marathon, Ehrlich took a job with Tiger Electronics, a competing manufacturer’s representative company, where Ehrlich attempted to solicit several Marathon principals’ business. In 2008, Selmark and Marathon filed a breach of fiduciary complaint against Ehrlich. In response, Ehrlich asserted several counterclaims against Selmark, Marathon, and Elofson. The fury found (1) Ehrlich breached his fiduciary duties to Marathon by soliciting and acquiring Marathon principals for Tiger; (2) Selmark and Elofson committed a breach of contract to Ehrlich and breached their fiduciary duties to Ehrlich; and (3) all the Selmark parties engaged in unfair or deceptive acts or practices. The Supreme Judicial Court (1) affirmed the jury verdict in favor of Selmark and Marathon on their breach of fiduciary duty claim against Ehrlich; (2) affirmed the verdict in favor of Ehrlich on his breach of fiduciary duty counterclaim against Selmark and Elofson; (3) concluded that Ehrlich was entitled to recover on his breach of contract counterclaim but vacated the award of damages and remanded for a new trial on the issue of contractual damages; and (4) concluded that Ehrlich was not entitled to recover under Mass. Gen. Laws ch. 93A. View "Selmark Assocs., Inc. v. Ehrlich" on Justia Law

Williams Alaska Petroleum owned and operated a refinery, which ConocoPhillips Alaska supplied with crude oil. ConocoPhillips demanded that Williams tender a payment of $31 million as adequate assurances of Williams’s ability to perform if an ongoing administrative rate-making process resulted in a large retroactive increase in payments that Williams would owe ConocoPhillips under the Exchange Agreement. ConocoPhillips offered to credit Williams with a certain rate of interest on that principal payment against a future retroactive invoice. Williams transferred the principal of $31 million but demanded, among other terms, credit corresponding to a higher rate of interest. Williams stated that acceptance and retention of the funds would constitute acceptance of all of its terms. ConocoPhillips received and retained the funds, rejecting only one particular term in Williams’s latest offer but remaining silent as to which rate of interest would apply. Years later, after the conclusion of the regulatory process, ConocoPhillips invoiced Williams retroactively pursuant to their agreement. ConocoPhillips credited Williams for the $31 million principal already paid as well as $5 million in interest calculated using the lower of the two interest rates. Williams sued ConocoPhillips, arguing that a contract had been formed for the higher rate of interest and that it was therefore owed a credit for $10 million in interest on the $31 million principal. The superior court initially ruled for Williams, concluding that a contract for the higher rate of interest had formed under the Uniform Commercial Code when ConocoPhillips retained the $31 million while rejecting one offered term but voiced no objection to Williams’s specified interest term. On reconsideration, the superior court again ruled for Williams, this time determining that a contract for the higher rate of interest had formed based on the behavior of the parties after negotiation under the UCC, or, in the alternative, that Williams was entitled to a credit for a different, third rate of interest in quantum meruit. The superior court also ruled in favor of Williams on all issues related to attorney’s fees and court costs. ConocoPhillips and Williams both appealed. Upon review, the Supreme Court concluded that the superior court was right the first time and that the parties entered into a contract for the higher rate of interest under the UCC. View "ConocoPhillips Alaska, Inc. v. Williams Alaska Petroleum, Inc." on Justia Law

The companies obtained an oil and gas lease from the government for a 5760-acre tract on the Outer Continental Shelf. They made an initial bonus payment of $23,236,314 and have paid additional rental payments of $54,720 per year. The lease became effective on August 1, 2008, and had an initial term running through July 31, 2016. It provided that it issued pursuant to and was subject to the Outer Continental Shelf Lands Act of August 7, 1953, (OCSLA) 43 U.S.C. 1331 and “all regulations issued pursuant to the statute in the future which provide for the prevention of waste and conservation of the natural resources of the Outer Continental Shelf and the protection of correlative rights therein; and all other applicable statutes and regulations.” In 2010, an explosion and fire on the Deepwater Horizon semi-submersible oil drilling rig in the Gulf of Mexico killed 11 workers and caused an oil spill that lasted several months. As a result, the government imposed new regulatory requirements, Oil Pollution Act (OPA), 33 U.S.C. 2701. The companies sued for breach of contract. The Claims Court and Federal Circuit ruled in favor of the government, finding that the government made the changes pursuant to OCSLA, not OPA. View "Century Exploration New Orleans, LLC v. United States" on Justia Law

SDIF appealed the district court's grant of summary judgment in favor of Deep Woods against SDIF on the issue of liability. The main issue on appeal was whether Deep Woods, through its predecessor-in-interest David Lichtenstein, timely exercised a call option within 45 days of the delivery by SDIF of the shares subject to the call option in accordance with a Stipulation entered into by the parties. The court concluded that Deep Woods failed to exercise its call option in a timely manner; found that SDIF properly preserved its argument that Lichtenstein failed to exercise timely his call option under the terms of the Stipulation; and concluded that SDIF rather than Deep Woods was entitled to summary judgment where Deep Woods failed to comply with the terms governing its exercise of the call option. Accordingly, the court reversed and remanded. View "Deep Woods Holdings, L.L.C. v. Savings Deposit Ins. Fund" on Justia Law