A married couple who owned a small dental practice, D.L. Markham DDS, MSD, Inc., established an employee pension benefit plan for their business. They hired Variable Annuity Life Insurance Company (VALIC) to maintain the plan. Dissatisfied with VALIC's services, they decided to terminate their contract and were informed by VALIC that they would be charged a 5% surrender fee on all of the plan’s assets. The couple sued, alleging VALIC violated the Employee Retirement Income Security Act of 1974 (ERISA) by breaching its fiduciary duties and engaging in a prohibited transaction. The United States Court of Appeals for the Fifth Circuit affirmed the district court's dismissal of their claims. The court held that VALIC did not act as a fiduciary when it collected the surrender fee, as it simply adhered to the contract by collecting the previously agreed-upon compensation. The court also found that VALIC was not a "party in interest" when it entered the contract, as it had not yet begun providing services to the plan. Finally, the court held that VALIC's collection of the surrender fee did not constitute a separate transaction under ERISA, as it was a payment in accordance with an existing agreement. The court also affirmed the district court’s denial of the plaintiffs’ request to amend their complaint due to undue delay and insufficient detail of their new allegations. View "Markham v. Variable Annuity Life" on Justia Law

A car dealership, Broadway Ford Truck Sales, Inc., in St. Louis, Missouri, suffered a significant fire damage to its business premises and filed claims under its insurance policy provided by Depositors Insurance Company. However, disputes arose over the coverage and Broadway Ford sued Depositors for breach of contract and vexatious refusal to pay. The United States District Court for the Eastern District of Missouri granted summary judgment favoring Depositors.At the time of the fire, Broadway Ford had an insurance policy that covered loss or damage to its Building and Business Personal Property (Building/Property) and loss of Business Income and Extra Expenses (BI/EE) due to a suspension of operations. Broadway Ford and Depositors later entered into a Limited Settlement Agreement and Release of Disputed Property Damage Claims (LSA), in which Depositors agreed to pay a certain amount for the fire damage and Broadway Ford released Depositors from any claims related to the property damage. BI/EE claims were not included in this agreement and remained open.Broadway Ford’s complaint against Depositors alleged that Depositors breached the policy's implied covenant of good faith and fair dealing and that Depositors’ conduct amounted to vexatious refusal under Missouri law. The district court granted Depositors' motion for summary judgment, finding that Broadway Ford’s complaint was foreclosed by the LSA. On appeal, the United States Court of Appeals for the Eighth Circuit reviewed the grant of summary judgment de novo.The appellate court affirmed the judgment of the district court. The court found that Broadway Ford had released its claims related to the Building/Property coverage in the LSA and could not pursue litigation for additional compensatory damages in the form of the “business income” it lost and the “extra expenses” it incurred due to Depositors’ alleged mishandling of its Building/Property coverage claim. View "Broadway Ford Truck Sales, Inc. v. Depositors Insurance Company" on Justia Law

In the case under review, the plaintiff, Antonio Martinez, acting as executor of the estate of Naomi Gonzales, filed a lawsuit against Agway Energy Services, LLC, alleging breach of contract and violations of New York General Business Law. The case arose from a contract Gonzales had with Agway, an energy supply company, which provided her with a one-month promotional rate and subsequently a variable monthly rate. Gonzales maintained this contract for about two years. After canceling the agreement, she sued Agway, alleging that its monthly variable rate was consistently higher than that charged by the local utility and that Agway had breached its agreement by failing to charge competitive rates and by charging customers for the cost of an included service, EnergyGuard.The United States Court of Appeals for the Second Circuit concluded that Agway had fulfilled the terms of the contract. The court held that the contract language allowed Agway to exercise its discretion to set a variable monthly rate based on several factors, including its costs, expenses, and margins, and that the company was entitled to include the cost of providing the EnergyGuard service in its monthly variable rate. Gonzales' argument that Agway had promised to provide competitive rates was found to be unsupported by the contract's language. The court, therefore, affirmed the district court's decision to grant summary judgment in favor of Agway. View "Martinez v. Agway Energy Services, LLC" on Justia Law

In this case, Nova Group/Tutor-Saliba (“NTS”) was awarded a construction contract by the United States Department of the Navy to build a new aircraft carrier maintenance pier at a naval base. The contract required NTS to demolish an old pier, design and build a replacement pier, and construct a new structure known as the Mole Quaywall, which would be designed by the government. During construction, NTS encountered unexpected subsurface soil conditions that complicated and increased the cost of the project. NTS sought additional compensation from the government alleging differing site conditions.The United States Court of Appeals for the Federal Circuit affirmed the decision of the United States Court of Federal Claims which had denied NTS's claim for additional compensation. The Court of Federal Claims found that NTS had not established a Type I differing site condition because the contract documents disclosed that NTS would encounter unpredictable subsurface conditions and possible obstructions. It also found that NTS had failed to prove a Type II differing site condition, as it had not demonstrated that any of the potential causes for hard driving were unknown or unusual in the region or materially different from comparable work. The Court of Appeals agreed with these findings and also ruled that the parol evidence rule had not been violated as NTS claimed. The Court of Appeals found that the parol evidence rule does not prevent a party from presenting evidence that a recital of fact in an integrated agreement may be untrue, and the challenged evidence was not introduced to modify any term of the contract. Therefore, the appeal by NTS was denied and the decision of the Court of Federal Claims was affirmed. View "NOVA GROUP/TUTOR-SALIBA v. US " on Justia Law

In this case between Norfolk Southern Railway Company and Zayo Group, LLC, the United States Court of Appeals for the Fourth Circuit affirmed the district court's judgment on the pleadings. The dispute arose from a lease agreement between the parties, in which Zayo leased a utility duct from Norfolk Southern. When the time came to renew the lease, the parties could not agree on the renewal rent and referred the dispute to three appraisers, as specified in the lease. The appraisers decided the rent by a two-to-one vote, but Zayo refused to pay the rent, arguing that the decision was not unanimous. Norfolk Southern sued for breach of the lease, and the district court entered judgment for Norfolk Southern, ordering Zayo to pay the rental amount determined by the appraisers. Zayo appealed, contending that the appraisers could determine the rent only by unanimous vote. The Fourth Circuit held that the lease's language was unambiguous and did not impose a unanimity requirement on the appraisers. Therefore, it found that Zayo breached the lease by refusing to pay the full amount determined by the appraisers. The court affirmed the district court's judgment, requiring Zayo to pay the rental amount determined by the appraisers. View "Norfolk Southern Railway Company v. Zayo Group, LLC" on Justia Law

The case revolved around a disagreement over a parking agreement related to a property owned by Midtown Ventures, LLC ("Midtown"). In 1999, restaurant owners Thomas and Teresa Capone ("the Capones") agreed with the Idaho Youth Ranch to allow the Capones’ customers to park in the Idaho Youth Ranch’s adjoining lot. In 2008, a group of nonprofit organizations, including the Capones and the Idaho Youth Ranch, signed an agreement to relocate the parking area to accommodate a proposed workforce housing project. However, the 2008 Agreement was not finalized, and the project was eventually abandoned. In 2018, Midtown purchased the Idaho Youth Ranch property and attempted to enforce the 2008 Agreement to relocate the parking area, but was unsuccessful. Midtown then sued the Capones for breach of contract and specific performance. The district court granted summary judgment in favor of the Capones, concluding that Midtown lacked standing to challenge the 2008 Agreement and that the agreement was unenforceable. On appeal, the Supreme Court of the State of Idaho affirmed the lower court's decision, agreeing that the 2008 Agreement was merely an "agreement to agree" and not an enforceable contract. The court also held that Midtown had standing to bring the suit as a property owner, but failed to show that the 2008 Agreement was a valid or enforceable contract. It also found that Midtown waived its challenge to the district court’s evidentiary rulings and its argument that the district court erred in denying the equitable remedy of promissory estoppel. The Court concluded that the Capones are entitled to attorney fees on appeal. View "Midtown Ventures, LLC v. Capone" on Justia Law

The United States Court of Appeals for the Second Circuit affirmed the judgment of the United States District Court for the Southern District of New York in the case of a student, Brett Goldberg, against Pace University. Goldberg, a graduate student in performing arts, sued Pace for breach of contract, unjust enrichment, promissory estoppel, and violation of New York General Business Law § 349, following the university's decision to move classes online and postpone the performance of his play and a class due to the COVID-19 pandemic. The district court granted Pace's motion for judgment on the pleadings, holding that Goldberg failed to sufficiently allege a breach given the university's published Emergency Closings provision and failed to identify a sufficiently specific promise under New York law of in-person instruction. The court also found that Goldberg's unjust enrichment, promissory estoppel, and § 349 claims were either duplicative or failed for similar reasons. On appeal, the Second Circuit agreed with the lower court, holding that the university's postponement and move to an online format were permitted by the Emergency Closings provision, thus affirming the district court's judgment. View "Goldberg v. Pace University" on Justia Law

Salvatore Baglione, insured under Health Net of California Inc. through his employer, the County of Santa Clara, brought a lawsuit against Health Net alleging breach of contract and bad faith. This followed Health Net's inconsistent authorization of a medication prescribed for Baglione's chronic condition. Health Net moved to compel arbitration of Baglione's claims based on an arbitration provision in the enrollment form Baglione had signed. The Superior Court of Los Angeles County denied Health Net's motion, finding that the agreement between Health Net and the County did not satisfy the disclosure requirements of Health and Safety Code section 1363.1, and therefore, the arbitration provision was unenforceable. Health Net appealed the decision.The Court of Appeal of the State of California, Second Appellate District, Division Eight, affirmed the trial court's order. The appellate court ruled that the enrollment form did not comply with the requirements of section 1363.1. It found that the form was not clear in its disclosure of which disputes were subject to arbitration, particularly with references to additional documents and laws that did not pertain to the arbitration agreement. Furthermore, the form did not place the arbitration provision immediately before the signature line, as required by the statute. The court also agreed with the lower court that the agreement between Health Net and the County was non-compliant. It ruled that an arbitration agreement, which is part of a health plan, is not enforceable unless both the enrollment form and the County agreement are compliant. Therefore, the court affirmed the trial court's order denying Health Net's motion to compel arbitration. View "Baglione v. Health Net of Cal." on Justia Law

In the United States Court of Appeals for the Eleventh Circuit, a group of Florida restaurants brought a lawsuit against Sysco Jacksonville, Inc., a food distribution company. The restaurants, which include A1A Burrito Works, Inc., A1A Burrito Works Taco Shop 2, Inc., and Juniper Beach Enterprises, Inc., alleged that Sysco violated the Florida Deceptive and Unfair Trade Practices Act (FDUTPA) and breached their contracts when Sysco regularly delivered underweight boxes of poultry. The district court dismissed the restaurants' claims, ruling that the Poultry Products Inspection Act (PPIA) preempted their state law claims because their claims sought to impose on Sysco labeling requirements that are "in addition to, or different than" the requirements prescribed by federal law.The Eleventh Circuit affirmed in part, reversed in part, and remanded the case for further proceedings. The court agreed with the district court that the restaurants failed to show that their FDUTPA claim was not preempted by the PPIA. However, the court disagreed with the district court's dismissal of the restaurants' breach of contract claim. The court found that this claim, which argued that the restaurants did not receive the amount of poultry they paid for in accordance with their contracts with Sysco, was not preempted because it merely sought to enforce the parties' private agreements regarding the cost and weight of poultry packages and did not amount to a state imposing a labeling requirement inconsistent with federal regulations. View "A1A Burrito Works, Inc., et al v. Sysco Jacksonville, Inc." on Justia Law

In the case before the Supreme Court of the State of Montana, the plaintiff, Kevin Barber, appealed against his former employer, Bradford Aquatic Group, LLC, alleging wrongful termination. Bradford Aquatic Group, a North Carolina-based company, had employed Barber as a Regional Business Development Manager for its Rocky Mountain region, which includes Montana. The employment contract between Barber and the company included a choice-of-law and forum selection clause, specifying that any disputes arising from the agreement would be governed by North Carolina law and adjudicated in North Carolina courts.Barber, a resident of Montana, argued that Montana law should apply to his claims of wrongful discharge, breach of contract, and bad faith, and that the suit should be heard in Montana. The district court dismissed Barber's claims due to improper venue, based on the choice-of-law and forum selection clauses in the employment agreement.Upon review, the Supreme Court of the State of Montana affirmed the district court's decision. The court found that the choice-of-law provision in the employment agreement was valid and that North Carolina law should apply to Barber's claims. The court also upheld the validity of the forum selection clause, concluding that it is enforceable under North Carolina law. Therefore, the court determined that the dispute should be adjudicated in North Carolina, not Montana. View "Barber v. Bradford Aquatic" on Justia Law