Abraham Bielski, a user of cryptocurrency exchange Coinbase, brought a lawsuit alleging that Coinbase failed to investigate the unauthorized transfer of funds from his account. Coinbase attempted to compel arbitration based on an arbitration agreement in its User Agreement, which included a delegation provision stating that any dispute arising out of the agreement, including enforceability, should be decided by an arbitrator, not a court. Bielski argued that the delegation provision and arbitration agreement were unenforceable due to unconscionability. The United States Court of Appeals for the Ninth Circuit held that a party must specifically reference and challenge the delegation provision for a court to consider it, and that a party may use the same arguments to challenge both the delegation provision and the arbitration agreement, as long as they articulate why the argument invalidates each specific provision. The court also held that when evaluating whether a delegation provision is unconscionable under California law, a court must interpret the provision in the context of the entire agreement, which may require examining the underlying agreement. After analyzing the Coinbase delegation provision in context, the court determined that it was not unconscionable. The court reversed the district court’s order denying Coinbase’s motion to compel arbitration. View "BIELSKI V. COINBASE, INC." on Justia Law

In the case before the Supreme Court of the State of Alaska, the petitioner, Eric McDonald, an employee of a subcontractor, suffered injuries during the renovation of a high school. He sued Architects Alaska, Inc. and BBFM Engineers, Inc., alleging that they negligently failed to exercise reasonable care in the design, supervision, implementation, and specifications of the demolition of the renovation project. Before trial, the parties’ attorneys discussed the possibility of a settlement, and the defendants moved to enforce a “walk-away” settlement they claimed had been reached through email correspondence. McDonald, unrepresented at this point, did not file a substantive response to the defendants’ motion. The superior court granted the defendants’ motion and dismissed the case.About a year later, McDonald moved for relief from judgment under Alaska Rule of Civil Procedure 60(b), arguing that he had never given his attorney authority to settle the case. A different superior court judge granted the motion, finding that factual issues precluded summary judgment on whether a settlement agreement existed, that the earlier dismissal was erroneous as a law matter, and that extraordinary circumstances otherwise entitled McDonald to Rule 60(b) relief. The defendants petitioned for review, and the Supreme Court of the State of Alaska reversed the ruling on the ground that McDonald’s Rule 60(b) motion was not filed within a reasonable time. View "BBFM Engineers, Inc. v. McDonald" on Justia Law

In this case, two individuals, Tong Vang and Pa Kou Xiong, were in a relationship recognized by Hmong cultural customs but were not legally married. They had two children together. Upon their separation, Xiong sought repayment of $38,000, which she claimed were loans to Vang and his family. Vang disputed this and counterclaimed for damages. The Superior Court of the State of Alaska found in favor of Xiong, and Vang appealed.On appeal, Vang argued that the court should have applied a presumption that transfers of funds between close relatives are considered gifts rather than loans. However, the Supreme Court of the State of Alaska rejected this argument because the parties were not legally married or in a domestic partnership, and they were not close relatives. Additionally, the court found that the record supported the lower court’s finding that Xiong intended the transfers of money to be loans.The court affirmed the lower court’s judgment, holding that the Superior Court did not err in treating the transfers as loans rather than gifts. The court found that Vang did not establish that he and Xiong were married, in a domestic partnership, or close relatives, which would have triggered the presumption that the transfers were gifts. Furthermore, the court found that the record supported the Superior Court's finding that Xiong intended the transfers of money to be loans. View "Vang v. Xiong" on Justia Law

In this case, the Gibson Foundation, a charitable arm of Gibson Brands, sued Rob Norris and The Piano Mill Group, alleging that they breached a contract and bailment when they refused to return a piano that had been used by entertainer Liberace, upon Gibson Foundation's request. The piano was initially transferred from Gibson Brands to Norris and Piano Mill. The United States Court of Appeals for the First Circuit concluded that the breach-of-bailment claim was not time-barred, reversing the lower court's decision. The court explained that a reasonable juror could find that Gibson Brands, the original owner of the piano, and Norris and Piano Mill had a mutual agreement where Gibson Brands would avoid storage costs by leaving the piano with Norris and Piano Mill, who would benefit from using the piano for promotional opportunities. Therefore, the six-year statute of limitations for certain contract claims applied, rather than the three-year limit for tort claims. However, the court affirmed the lower court's decision that a genuine issue of material fact existed as to whether Gibson Foundation, or its predecessor in title, Gibson Brands, owned the piano in question, which is necessary to establish a valid contract or bailment. The court also affirmed the lower court's denial of summary judgment to Gibson Foundation on the breach of contract claim, noting that a reasonable juror could find that Gibson Brands had given the piano to Norris and Piano Mill as a gift. View "Gibson Foundation, Inc. v. Norris" on Justia Law

In the case brought before the Court of Chancery of the State of Delaware, Texas Pacific Land Corporation (the "Company") sued Horizon Kinetics LLC, Horizon Kinetics Asset Management LLC, SoftVest Advisors, LLC, and SoftVest, L.P. (collectively, the "Investor Group") over a dispute related to a stockholder vote. The Company alleged that the Investor Group breached a contractual obligation under a stockholders agreement to vote their shares in accordance with the board of directors' recommendation. The recommendation was for a charter amendment to increase the Company’s authorized shares. The Investor Group voted against the amendment, arguing they were not bound to follow the board’s recommendation due to exceptions in the agreement. They also claimed the doctrine of unclean hands barred the Company from enforcing the voting commitment, arguing the Company had disclosed inaccurate information when soliciting stockholder approval. The court found the Investor Group breached the voting commitment and their shares should be deemed to have voted in favor of the amendment. Consequently, the amendment was declared to have been approved. The court dismissed the Investor Group's unclean hands argument, citing their own misconduct in violating the agreement. View "Texas Pacific Land Corporation v. Horizon Kinetics LLC, et al." on Justia Law

In this case, Eli Global, LLC, and Greg Lindberg appealed a summary judgment entered against them by the Mobile Circuit Court in Alabama. The dispute involved Eli Global's alleged failure to fulfill its obligations on a promissory note and Lindberg's alleged failure to fulfill his obligations on a guaranty of that promissory note. The promissory note and guaranty were part of an agreement to purchase a healthcare company. Eli Global and Lindberg also challenged the circuit court's award of attorney fees and expenses to the plaintiffs.The Supreme Court of Alabama affirmed the lower court's judgment finding Eli Global and Lindberg liable based on the promissory note and the guaranty, and its award of the principal amount plus interest due based on that liability. The court found that the promissory note was not a negotiable instrument under New York law, and even if it was, the plaintiffs were not required to prove who possessed the promissory note because Eli Global and Lindberg waived that argument in the lower court. In addition, the court found that one of the plaintiffs did not release his claims against Lindberg that were based on the guaranty.However, the court remanded the case back to the lower court to provide a more detailed explanation for the award of attorney fees and expenses. The court found that the lower court's order did not provide sufficient explanation on how it determined the award of attorney fees and expenses. The lower court was instructed to return its explanation to the Supreme Court within 42 days. View "Eli Global, LLC v. Cieutat" on Justia Law

In the underlying breach of contract action the Supreme Court affirmed the orders of the district court denying Appellants relief under Nev. R. Civ. P. 60(b)(1), Nev. R. Civ. P. 60(b)(5) and Nev. R. Civ. P. 60(b)(6) after the district court granted Respondents' motion for sanctions and dismissed the case with prejudice, holding that there was no error.Appellants sued Respondents on claims sounding in breach of contract. After three years of Appellants failed to comply with various discovery requirements and court orders Respondents moved for sanctions seeking dismissal with prejudice. The district court granted the motion. Appellants moved to set aside the sanctions order, and the district court denied relief. The Supreme Court affirmed, holding (1) as to the denial of Appellants' Nev. R. Civ. P. 60(b)(1) motion, the district court's decision was supported by substantial evidence; (2) as to the denial of Appellants' Nev. R. Civ. P. 60(b)(5) motion, this rule was not an appropriate vehicle by which Appellants could obtain relief; and (3) as to the denial of Appellants' Nev. R. Civ. P. 60(b)(6) motion, the district court did not abuse its discretion. View "Willard v. Berry-Hinckley Industries" on Justia Law

In 2016 Watchous Enterprises, LLC contracted with one of the five individual defendant companies, Pacific National Capital, paying it a $7,600 nonrefundable deposit to secure help finding a lender or a joint-venture partner. Pacific introduced Watchous to companies affiliated with Waterfall Mountain LLC (collectively referred to as "Waterfall"). Watchous and Waterfall eventually executed a letter of intent to enter into a joint venture to which Waterfall would contribute more than $80 million. As part of the arrangement, Watchous paid Waterfall a $175,000 refundable deposit. Waterfall said that it would fund the venture through proceeds of loans backed by billions of dollars in Venezuelan sovereign bonds in the name of Waterfall or its lender (RPB Company). But Waterfall never funded Watchous, and Watchous was never refunded the $175,000. Watchous then filed suit under the federal Racketeer Influenced and Corrupt Organizations Act (RICO) and common-law claims under Kansas law against Pacific and Waterfall as well as against the five Appellants sued individually. The district court granted partial summary judgment in favor of Watchous on its fraud claims (leaving damages for the jury to decide), essentially on the ground that Appellants misrepresented and failed to disclose “the historic and contemporary facts about Waterfall’s dubious finances, loan defaults, and consistent lack of success in funding similar projects.” Watchous’s remaining claims proceeded to trial, where a jury found that Appellants engaged in a civil conspiracy to defraud Watchous, and had violated RICO. Appellants appealed, but finding no reversible error, the Tenth Circuit affirmed. View "Watchous Enterprises v. Mournes, et al." on Justia Law

Plaintiff Team Industrial Services, Inc. (Team) suffered a $222 million judgment against it in a wrongful-death lawsuit arising out of a steam-turbine failure in June 2018 at a Westar Energy, Inc. (Westar) power plant. Team sought liability coverage from Westar, Zurich American Insurance Company (Zurich), and two other insurance companies, arguing that it was, or should have been, provided protection by Westar’s Owner-Controlled Insurance Program (OCIP) through insurance policies issued by Zurich and the two other insurers. Team’s claims derived from the fact that its liability for the failure at the Westar power plant arose from work that had previously been performed by Furmanite America, Inc. (Furmanite), which had coverage under Westar’s OCIP. The district court granted summary judgment to Defendants, and Team appealed. Not persuaded by Team's arguments for reversal, the Tenth Circuit affirmed the district court. View "Team Industrial Services v. Zurich American Insurance Company, et al." on Justia Law

At a coffee shop in Calabasas, David Delrahim made Edwart Der Rostamian a business proposal. Rostamian got his notebook, asked a server for a pen, and worked with Delrahim to compose two pages of text. When they were done, each man signed the paper. Rostamian later sued Delrahim on contract claims. The trial court granted Delrahim’s motion for summary judgment, ruling the Calabasas writing was too indefinite to be a contract.   The Second Appellate District affirmed the order dismissing the tortious interference causes of action. The court reversed as to the breach of contract, specific performance, and unfair business practices causes of action. The court explained that before Rostamian and Delrahim wrote and signed the Writing, their discussions were freewheeling and wide-ranging. Rostamian was “under contract” and in escrow with Mekhail, so one possible form of the deal would be to complete the escrow and thus to make Rostamian the intermediate buyer, who then would sell to Delrahim, who would become the ultimate buyer. Another possibility was for Delrahim to “replace” Rostamian in the escrow, thus again making Delrahim the ultimate buyer. Or Delrahim could become Rostamian’s partner, or he could become an investor in the deal. The two men were canvassing possibilities before they reached an agreement and drafted the Writing. In the portion of the declaration the trial court cited, Rostamian explained that the Writing set out Delrahim’s promise to allow Rostamian to own the four dealer sites. Rostamian’s deposition answer did not contradict Rostamian’s declaration. View "Tiffany Builders, LLC v. Delrahim" on Justia Law