Appellant (Bank) loaned money to Appellee (LLC). LLC later filed a putative class action, alleging that Bank had breached its contract by charging interest in excess of the rate stated in the promissory note. LLC claimed Bank was charging more interest than was agreed to by LLC as expressed in the note by charging a rate calculated by a 365/360 method rather than an annual rate. Bank contended the note fixed the interest rate according to the 365/360 method. The trial court granted summary judgment to Bank. The court of appeals reversed, concluding that there was a genuine issue of material fact as to which interest rate was imposed by the note. The Supreme Court reversed and reinstated the trial court's grant of summary judgment, holding that the clause in the promissory note imposing the interest rate was not ambiguous, and fixed the interest rate according to the 365/360 method. View "JNT Props., LLC v. KeyBank Nat'l Ass'n" on Justia Law

Plaintiff Creative Playthings Ltd., a Massachusetts corporation, entered into a franchising agreement with Defendant under which Defendant agreed to operate a Creative Playthings franchise store in Florida. Plaintiff later terminated its agreement with Defendant and commenced this action against Defendant in the U.S. district court for breach of contract and associated claims. Defendant filed several counterclaims against Creative. Creative moved for summary judgment on Defendant's counterclaims, asserting they were time barred under the limitations provision in the franchise agreement. The federal district court judge declined to decide Creative's motion and instead certified the question of whether contractually shortened statutes of limitations are generally enforceable under Massachusetts law. The Supreme Court answered by holding that, in a franchise agreement governed by Massachusetts law, a limitations period in the contract shortening the time within which claims must be brought is valid and enforceable under Massachusetts law if the claim arises under the contract and the agreed-upon limitations period is subject to negotiation by the parties, is not otherwise limited by controlling statute, is reasonable, is not a statute of repose, and is not contrary to public policy. View "Creative Playthings Franchising Corp. v. Reiser" on Justia Law

Quicken Loans, Inc., a Michigan corporation and a large national mortgage lender doing business in West Virginia, appealed an order of the circuit court denying post-trial motions for amendment of the circuit court's findings of fact and/or conclusions of law and for offset following a verdict which found it liable for common law fraud and various claims under the West Virginia Consumer Credit and Protection Act in connection with a subprime loan made to Plaintiff. The Supreme Court affirmed in part and reversed in part the order of the circuit court, holding (1) the elements of fraud were not met with regard to Quicken's misrepresentation of loan discount points, but the other acts of fraud were proven by clear and convincing evidence; (2) the circuit court correctly found that, given the particular facts of this case, the terms of the loan and the loan product were unconscionable; (3) the circuit court incorrectly cancelled Plaintiff's obligation to repay the loan principal; and (4) because the circuit court's order in punitive damages lacked the necessary analysis and findings, the Court was unable to conduct an adequate review of the punitive damages award. Remanded. View "Quicken Loans, Inc. v. Brown" on Justia Law

House of Flavors purchased equipment from Tetra and executed an agreement with Tetra to fund its installation. Under the agreement, Tetra paid for the installation, House of Flavors then transferred ownership of the installed system to Tetra, and Tetra leased the system back to House of Flavors. After House of Flavors began monthly lease payments, it sought to exercise the buy back option a year early. Notwithstanding the twelve percent estimate it quoted earlier, Tetra quoted a purchase price around forty percent of the equipment and installation costs. House of Flavors filed suit in federal district court, where it prevailed on its claims. The First Circuit Court of Appeals affirmed but remanded the case to reconsider the balance due between the parties. On remand, the judge recalculated the balance due and determined that, rather than owing House of Flavors, Tetra was in fact due $156,399. The First Circuit dismissed House of Flavors' appeal, holding (1) the attack on the recalculated figure was foreclosed by a jurisdictional objection, as the appeal was untimely; and (2) the appeal was jurisdictionally timely as to the district court's refusal to award attorneys' fees under a Utah statute, but the denial of attorneys' fees was affirmed. View "House of Flavors, Inc. v. TFG-Michigan, L.P." on Justia Law

In this appeal, Greater Omaha Packing Company (GOPAC) asked the First Circuit Court of Appeals to vacate a jury's unanimous finding that GOPAC supplied Fairbank Reconstruction Corporation with E. coli-tainted beef, which Fairbank then packaged and shipped to two supermarkets in Maine, resulting in two women who bought meat there becoming seriously ill. The Supreme Court affirmed, holding that there was no basis upon which to upset the jury's verdict, as (1) the evidence was sufficient for a reasonable jury to conclude that GOPAC's meat was contaminated and that such meat was included in the packages the two women purchased; and (2) the trial court did not err in admitting a video deposition of GOPAC's former expert witness. View "Fairbank Reconstruction v. Greater Omaha Packing Co." on Justia Law

A contract required payment of "fee residuals" from customers referred by BSG, LLC to Check Velocity, a company providing check re-presentment services. The contract provided that payment of fee residuals survived the termination of the agreement between the parties and continued until the "expiration of the Customer agreements as they may be renewed." Two agreements were executed between a referred customer and Check Velocity. The first agreement, which expired by its own terms, provided for check re-presentment services. The second agreement continued the re-presentment services required by the first agreement and added additional services. In addition, other terms of the first agreement were changed, including a choice of law provision. The Supreme Court held that the second agreement with additional services and changed terms was not a renewal of the first agreement, thus reversing the court of appeals and affirming the trial court's grant of summary judgment in favor of Check Velocity. View "BSG, LLC v. Check Velocity, Inc." on Justia Law

The Corps contracted with Atlantic for the construction of a child development center and Atlantic entered into a Subcontract Agreement with J-Crew for labor and materials. The Subcontract Agreement included a forum-selection clause, which provided that disputes shall be litigated in Virginia courts. Ignoring the forum-selection clause, J-Crew filed suit against Atlantic in Texas. Applying 28 U.S.C. 1404(a), the district court denied Atlantic's motion to transfer, finding that Atlantic had not met its burden of showing why the interest of justice or the convenience of the parties and their witnesses weighed in favor of transferring the case to Virginia. Atlantic subsequently petitioned the court for a writ of mandamus to dismiss or transfer the case. Because the court found that the district court did not clearly abuse its discretion by considering enforcement of the forum-selection clause under section 1404(a), instead of under Rule 12(b)(3) and section 1406; and by conducting its analysis under section 1404(a), the court denied the petition. View "In re: Atlantic Marine Const Co. Inc." on Justia Law

At issue in this appeal was whether the parties' contract language specifying that Seller's "sole remedy" was liquidated damages and Seller had "no further rights" against the defaulting purchaser (Buyer), trumped language in N.Y. C.P.L.R. 5001(a) directing that statutory interest be awarded in a contract dispute. Buyer commenced this action to recover its down payment. Supreme Court rendered a judgment awarding Buyer the down payment plus statutory interest. The Appellate Division modified to vacate the award of statutory interest. The Court of Appeals affirmed, holding (1) the contract language controlled in this instance; and (2) therefore, Buyer was not entitled to statutory pre-judgment interest. View "J. D'Addario & Co. v. Embassy Indus., Inc." on Justia Law

At issue in this appeal was whether an action for negligence and breach of contract lies against an insurance broker for failure to procure adequate insurance coverage where the insured receive the policy without complaint. Plaintiff commenced this action against its broker for negligence and breach of contract in connection with Defendant's procurement of insufficient insurance. Supreme Court denied Defendant's motion for summary judgment, finding that issues of fact existed as to Plaintiff's request for specific coverage. The Appellate Division reversed, concluding that Plaintiff's failure to read and understand the policy precluded recovery in this action. The Court of Appeals reversed, holding (1) because there were issues of fact as to whether Plaintiff requested specific coverage for its employees and whether Defendant failed to secure a policy as requested, summary judgment was inappropriate in this matter; and (2) Plaintiff's failure to read and understand the policy should not be an absolute bar to recovery under the circumstances of this case. View "Am. Bldg. Supply Corp. v. Petrocelli Group, Inc." on Justia Law

A collective-bargaining agreement between Baltimore County and Baltimore County Fraternal Order of Police, Lodge 4 (FOP) contained an arbitration clause and a retiree health-insurance provision. FOP believed the provision locked in place the health-insurance subsidy as it existed at the time of an officer's retirement. After the agreement expired and the County decreased the health-insurance subsidy, FOP initiated arbitration. The County protested, arguing (1) it had no duty to arbitrate because the collective-bargaining agreement had expired, and (2) the health-insurance subsidy was not locked in place but was subject to change from year to year. FOP was successful in arbitration and on appeal before the circuit court, but the court of special appeals vacated the arbitration award. The Court of Appeals reversed, holding (1) an arbitration clause may survive the expiration of a collective bargaining agreement when it concerns rights that vested during the life of the agreement; and (2) when deciding the issue of arbitrability requires interpretation of the underlying agreement and consideration of the merits of the dispute, the issue of arbitrability should initially be determined by the arbitrator. View "Baltimore County Fraternal Order of Police Lodge v. Baltimore County" on Justia Law