Amanda Howard Real Estate, LLC ("Howard Real Estate"), appealed a partial summary judgment in favor of Clair Lee and JRHBW Realty, Inc. ("RealtySouth"), in Howard Real Estate's suit to enforce a noncompete agreement against Lee. The circuit court ruled that the noncompete agreement was void because it was not signed by both parties as required by statute. The Alabama Supreme Court affirmed the judgment because none of Howard Real Estate's arguments established that it satisfied the statutory signatures requirement. View "Amanda Howard Real Estate, LLC v. Lee, et al." on Justia Law

The Supreme Court affirmed the judgment of the court of appeals in this dispute arising out of environmental-cleanup and remediation work at two Superfund sites in Bronson, Michigan, holding that Restatement (Second) 193 does not govern the choice-of-law analysis for bad faith claims.Scott Fetzer Company filed this action asserting a breach of contract claim against certain insurance companies, including Travelers Casualty and Surety Company, alleging breaches of certain insurance contracts. Fetzer also asserted a tort claim against each company, arguing that they had acted in bad faith when handling his claims. As to Travelers, an administrative judge concluded that Ohio law applied to a discovery dispute concerning Scott Fetzer's bad faith claim. The court of appeals affirmed, determining that Ohio law governed the bad-faith discovery dispute because the cause of action was a tort. In affirming, the court applied the choice-of-law rules set forth in section 145 of the Restatement. Travelers appealed, arguing that section 193 governs the choice-of-law analysis for bad faith claims because they arise out of insurance contracts. The Supreme Court affirmed, holding that the court of appeals correctly ruled that the choice-of-law analysis applicable to a bad-faith claim as provided by section 145. View "Scott Fetzer Co. v. American Home Assurance Co." on Justia Law

Cody Durham filed suit against Jacob Cooper, alleging breach of a purchase agreement between them involving the sale of Cooper's residence. In August 2020, Durham saw a listing on the Facebook Marketplace social-media website advertising for sale Cooper's house and the two acres of real property on which the house was situated. Over text messages between Durham and Cooper, they agreed to a purchase price and closing date, with Cooper paying the closing costs. Durham testified that he did not engage any realtor or lawyer to help him with drafting the purchase agreement. Instead, he just Google-searched for "residential purchase agreement" and used the first fillable form generated by that search. One of the conditions of Durham's FHA loan was that the loan would not be approved unless the subject property's appraised value was confirmed by a certified appraiser. A certified appraiser appraised the property's value, but that value was subject to the condition that a storage shed in Cooper's backyard needed to be fixed or torn down. Cooper told Durham he "don't have the money" to fix or tear down the storage shed, so it would be up to Durham to take care of it. Cooper then sent Durham a text stating he was backing out of the deal because the closing date had passed, and the issue of the shed had not been resolved. Durham sought specific performance of the purchase agreement. Following a bench trial, the trial court awarded Durham $79,000 in damages. Cooper appealed. The Alabama Supreme Court concluded the trial court misapplied the law to the facts by measuring Durham's damages based on the difference between the contract price and the subject property's assessed market value in a new appraisal because the proper legal standard for measuring damages for the breach of a contract involving the sale of real property was the difference between the contract price and the subject property's market value at the time of the breach. The judgment was reversed and the case remanded for a recalculation of damages. View "Cooper v. Durham" on Justia Law

Antero Resources, Corp., an oil and gas production company, sued a former employee (“Appellant”)  for breach of fiduciary duty, alleging that Appellant abused his position of operations supervisor to award service contracts to companies owned by his close friend Tommy Robertson. Antero also alleged that, after winning the contracts, Robertson’s companies deliberately delayed providing “drillout” operations, resulting in millions of dollars of overbilling. A jury found Appellant liable in the amount of $11,897,689.39, which consists of $11,112,140.00 in damages and $775,549.39 as recoupment for the value Appellant received as a result of the breach. The district court entered a final judgment in the same amount, along with post-judgment interest. The district court ordered Appellant to pay pre-judgment interest and to forfeit 130,170 shares of stock in Antero Midstream. Appellant challenged the judgment on two bases.   The Fifth Circuit concluded that sufficient evidence supported the jury’s finding on damages. The court further held that the district court’s decision to deny Appellant the opportunity to pursue post-trial discovery was an abuse of discretion. The court explained that discovery is procedural; federal law governs the question of whether a party is entitled to take post-trial discovery. Discovery after evidence has closed is typically reserved for situations where the trial reveals a new basis for seeking further information. Accordingly, the court vacated the order denying Appellant’s motion to amend the judgment. The court remanded to reconsider whether to allow Appellant to pursue discovery relating to Antero’s settlement with the Robertson companies and whether to offset the judgment in light of that settlement. View "Antero Resources v. Kawcak" on Justia Law

Monarch Casino & Resort, Inc. appealed a district court’s grant of Affiliated FM Insurance Company’s (“AFM”) motion for partial judgment on the pleadings, which denied Monarch coverage under AFM’s all-risk policy provision, business-interruption provision, and eight other additional-coverage provisions. Monarch also moved the Tenth Circuit Court of Appeals to certify a question of state law or issue a stay. Monarch presented AFM with claims incurred through business interruption losses from COVID-19 and government orders directing Monarch to close its casinos. AFM denied certain coverage on the ground that COVID-19 did not cause physical loss of or damage to property. Monarch sued for breach of contract, bad faith breach of insurance contract, and violations of state law. The Tenth Circuit denied Monarch’s motions to certify a question of state law and issue a stay. And it affirmed the district court’s judgment: (1) AFM’s policy had a Contamination Exclusion provision that excludes all-risk coverage and business-interruption coverage from the COVID-19 virus; and (2) Monarch could not obtain coverage for physical loss or damage caused by COVID-19 under AFM’s all-risk provision, business-interruption provision, or eight additional-coverage provisions because the virus could not cause physical loss or damage and no other policy provisions distinguished this case. Accordingly, Monarch could not obtain the coverage that the district court denied. View "Monarch Casino & Resort v. Affiliated FM Insurance Company" on Justia Law

In this case surrounding the acquisition of Twitter Inc., the Court of Chancery denied Plaintiff's motion for mootness fees, holding that Plaintiff's claim was without merit.Defendants Elon R. Musk, X Holdings I, Inc., and X Holdings II, Inc. agreed to acquire Twitter Inc. pursuant to an agreement and plan of merger (merger agreement). After Defendants' counsel sent a letter to Twitter claiming to terminate the merger agreement Twitter filed a complaint seeking specific enforcement. Thereafter, the deal closed on the original terms of the merger agreement. Plaintiff, who held 5,500 shares of Twitter common stock, brought suit seeking specific performance and damages, claiming that Elon Musk breached his fiduciary duties as a controller of Twitter and that Defendants breached the merger agreement. This Court issued a memorandum opinion dismissing most of Plaintiff's complaint, leaving open the possibility that the damages provision in the merger agreement conveyed third-party beneficiary status to stockholders claiming damages for breach of the agreement. Months later, Plaintiff claimed partial credit for the consummation of the deal and petitioned for mootness fees in the amount of $3 million. The Court of Chancery denied Plaintiff's motion for mootness fees, holding that Plaintiff's claim was not meritorious when filed. View "Crispo v. Musk" on Justia Law

Explosives manufacturer Dyno Nobel tendered an action to its commercial general liability insurance policyholder, Steadfast Insurance Company (“Steadfast”), after being sued in Missouri for damages caused by the release of a nitric oxide plume from one of its Missouri plants. Steadfast denied the claim based on the insurance policy’s clauses precluding indemnification and defense of pollution-related bodily injury actions. Dyno Nobel thereafter filed an action in Utah state court seeking a declaratory judgment that Steadfast had a duty to indemnify and defend against this action under an endorsement titled “Vermont Changes – Pollution” (“Vermont Endorsement”). Contrary to Coverages A, B, and C in the insurance policy, the Vermont Endorsement would have required Steadfast to defend and indemnify against pollution-related bodily injury claims up to an aggregate amount of $3 million. Steadfast removed the action to federal court, and the federal district court entered judgment for Steadfast, concluding the Vermont Endorsement applied only to claims with a nexus to Vermont. Dyno Nobel appealed. After its review, the Tenth Circuit affirmed, finding the plain language of the insurance contract did not cover Dyno Nobel’s claim in the underlying action. View "Dyno Nobel v. Steadfast Insurance Company" on Justia Law

The First Circuit reversed the judgment of the district court concluding that the City of Malden had violated the Massachusetts Wage Act, Mass. Gen. Laws ch. 149, 148 (the Wage Act) and Mass. Gen. Laws ch. 44, 53C (the Municipal Finance Law), holding that there was no violation of the Wage Act or Municipal Finance Law in this case.Plaintiffs, City of Malden police officers, sued the City, arguing that a term in the collective bargaining agreement (CBA) that set the hourly rate for police detail work aligned with how they were historically paid and that a ten percent deduction for an administrative fee resulted in a reduction in their wages as set forth in the CBA, in violation of the Wage Act. The district court ruled that the contract term was ambiguous and, after hearing witness testimony, ruled that the City violated the Municipal Finance Law and the Wage Act. The First Circuit reversed, holding (1) the contract term was unambiguous in favor of the City; (2) any reduction in the calculated rate still resulted in a higher payout than contemplated in the CBA, and therefore, there was no Wage Act violation; and (3) the district court clearly erred in finding that the City had violated the Municipal Finance Law. View "Owens v. City of Malden" on Justia Law

In 2008 Plaintiff Bill Grubb signed an employment agreement with Defendant DXP Enterprises to lead the development and production of horizontal pumps. The agreement recited that the parties intended to create a new company to produce the pumps, and Grubb would own 10%. If the project became a success, Grubb had the right under the employment agreement to require DXP to buy his ownership stake at a price based on the new company’s gross revenue. The project was successful; in March 2019, Grubb gave notice to DXP that he wanted to sell his ownership stake in accordance with the agreement. But DXP informed Grubb it had never formed the new company, so there was nothing for it to purchase under the agreement. Grubb brought this action in the United States District Court for the Northern District of Oklahoma against DXP, asserting claims for breach of contract, actual and constructive fraud, conversion, breach of fiduciary duty, and unjust enrichment; and sought a declaratory judgment. After the parties filed cross-motions for summary judgment, the district court granted summary judgment in favor of DXP on all claims. Grubb appealed. After review, the Tenth Circuit found sufficient evidence of bad faith by DXP (in failing to form the new company) to support Grubb’s breach-of-contract claim but otherwise found no error in the rulings by the district court. Accordingly, the Court reversed in part the judgment below and remanded for further proceedings. View "Grubb v. DXP Enterprises" on Justia Law

The Supreme Court affirmed the judgment of the district court ruling that an Employer's refusal to collect dues from Union members' paychecks was a breach of certain collective bargaining rights and awarding money damages to Union, holding that there was no error.Union brought suit against Employer alleging that Employer breached its contracts by failing to deduct dues. The district court granted summary judgment in favor of Union as to Employer's liability for breach of contract for refusing to deduct dues. After a bench trial on the issue of damages the court awarded $1,046,835 to Union. The Supreme Court affirmed, holding (1) Employer breached the contracts' written terms by failing to collect dues; and (2) the money damages remedy was appropriate and without legal error. View "UE Local 893/IUP v. State" on Justia Law