John Gomez, Gilbert Hurtado, and Jesus Hurtado were members of G&H Dairy, LLC, which defaulted on its loans in 2013. To avoid bankruptcy, they negotiated with Wells Fargo and signed a Letter of Intent (LOI) to distribute G&H's assets among themselves. Gomez and Jesus Hurtado purchased the personal property assets and assumed portions of G&H’s debt, but they could not agree on the sales price for the real property. Gomez sued the Hurtado brothers and G&H for breach of contract, estoppel, unjust enrichment, and breach of fiduciary duty, and sought judicial dissolution of G&H. The Hurtados counterclaimed for damages and also sought dissolution.The District Court of the Fifth Judicial District of Idaho granted summary judgment for the Hurtados on Gomez’s breach of contract claim, ruling the LOI unenforceable, but denied summary judgment on the other claims. After a bench trial, the court ordered the dissolution and winding up of G&H and dismissed the remaining claims. Gomez appealed.The Supreme Court of Idaho affirmed the district court’s decision. It held that the LOI was unenforceable as it was an offer contingent on future agreements and lacked definitive terms. The court also found no breach of fiduciary duty by the Hurtados, as the LOI was unenforceable and the parties had not agreed on the real property transfer terms. The court dismissed Gomez’s quasi-estoppel claim, concluding that the Hurtados did not change their legal position since the LOI was not enforceable. The court also upheld the district court’s final accounting and winding up of G&H, finding no error in the characterization of transactions or member allocations. The court awarded attorney fees to the Hurtados, determining that Gomez’s appeal was pursued unreasonably and without legal foundation. View "Gomez v. Hurtado" on Justia Law

During Winter Storm Uri, Southwest Power Pool, Inc. (Southwest) contacted Associated Electric Cooperative, Inc. (the Cooperative) to purchase emergency energy. The Cooperative provided the energy, and Southwest compensated the Cooperative according to their existing written contract, known as the Tariff, filed with the Federal Energy Regulatory Commission (FERC). The Cooperative claimed the payment was insufficient and not in line with a separate oral agreement made during the storm. Southwest refused to pay more than the Tariff rate, leading the Cooperative to file a lawsuit in federal district court for breach of contract and equitable claims.Southwest petitioned FERC for a declaratory order asserting primary jurisdiction over the dispute and confirming that the payment was appropriate under the Tariff. FERC agreed, and the Cooperative's petition for rehearing was denied. The Cooperative then sought review from the United States Court of Appeals for the Eighth Circuit, which denied the petitions, affirming FERC's primary jurisdiction and the applicability of the Tariff rate.The United States District Court for the Western District of Missouri granted Southwest’s motion to dismiss the Cooperative’s complaint, agreeing with FERC’s jurisdiction and the Tariff’s control over the payment terms. The district court also denied Southwest’s motion for attorneys’ fees and costs. The Cooperative appealed the dismissal, and Southwest appealed the denial of attorneys’ fees.The United States Court of Appeals for the Eighth Circuit reviewed the district court’s dismissal de novo and affirmed the decision, agreeing that FERC had primary jurisdiction and the Tariff controlled the payment terms. The court also affirmed the district court’s denial of attorneys’ fees, finding that the relevant contract provision did not apply to this dispute and that the district court did not abuse its discretion. View "Associated Electric Cooperative, Inc. v. Southwest Power Pool, Inc." on Justia Law

During Winter Storm Uri, Southwest Power Pool, Inc. (Southwest) contacted Associated Electric Cooperative, Inc. (the Cooperative) to purchase emergency energy. The Cooperative provided the energy and was subsequently paid by Southwest according to their existing written contract and the rates filed with the Federal Energy Regulatory Commission (FERC). The Cooperative claimed that the payment was insufficient and not in accordance with a separate oral agreement made during the storm. Southwest refused to pay more than the rate in the written contract, leading the Cooperative to file a lawsuit in federal district court for breach of contract and equitable claims.Before the district court made any determinations, Southwest petitioned FERC for a declaratory order asserting that FERC had primary jurisdiction over the dispute and that Southwest had properly compensated the Cooperative. FERC agreed, stating it had primary jurisdiction and that Southwest had appropriately compensated the Cooperative according to the filed rate. The Cooperative then petitioned for review of FERC’s order and the denial of rehearing.The United States Court of Appeals for the Eighth Circuit reviewed the case. The court held that the emergency energy transaction was governed by the existing written contract and the rates filed with FERC, not by any separate oral agreement. The court found that FERC had properly exercised primary jurisdiction over the dispute and correctly applied the filed rate doctrine, which mandates that no seller of energy may collect a rate other than the one filed with and approved by FERC. Consequently, the court denied the Cooperative’s petitions for review, affirming that Southwest had not breached its contractual obligations. View "Associated Electric Cooperative, Inc. v. FERC" on Justia Law

The case involves a challenge to Arizona's voter registration law, specifically A.R.S. § 16-121.01(C), which requires documentary proof of citizenship (DPOC) for voter registration. Plaintiffs, including various advocacy groups and individuals, argued that this law conflicts with a prior consent decree (LULAC Consent Decree) that allows voter registration without DPOC for federal elections. The district court issued an injunction barring the enforcement of the law, leading to an appeal by the Intervenors-Defendants-Appellants, including the Republican National Committee and Arizona state legislators.The United States District Court for the District of Arizona ruled in favor of the plaintiffs, finding that the new law violated the LULAC Consent Decree. The court issued an injunction preventing the enforcement of A.R.S. § 16-121.01(C). The Intervenors-Defendants-Appellants filed an emergency motion to stay the district court's judgment, which was partially granted by a motions panel of the Ninth Circuit Court of Appeals. The motions panel stayed the injunction concerning A.R.S. § 16-121.01(C) but left the rest of the district court's judgment intact.The United States Court of Appeals for the Ninth Circuit reviewed the case. The court granted the plaintiffs' emergency motion for reconsideration of the partial stay. The Ninth Circuit vacated the motions panel's order that had stayed the district court's injunction against enforcing A.R.S. § 16-121.01(C). The court found that the Intervenors-Defendants-Appellants did not demonstrate a strong likelihood of success on the merits or a high degree of irreparable injury. The court emphasized the importance of maintaining the status quo in election cases to avoid voter confusion and potential disenfranchisement, citing the Supreme Court's decision in Purcell v. Gonzalez. The court concluded that the balance of hardships and public interest favored vacating the stay. View "MI FAMILIA VOTA, V. MAYES" on Justia Law

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