Justia Contracts Opinion Summaries

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Defendant entered into an Employment Agreement with his employer before the employer entered into a merger. After defendant was terminated by his employer and post-merger disputes arose as to the amounts his employer owed him, defendant filed a demand for arbitration under the Employment Agreement's arbitration provision. The employer commenced this action to enjoin the arbitration as preempted by the Employee Retirement Income Security Act of 1974 (ERISA), 29 U.S.C. 1001 et seq. The employer alleged federal question jurisdiction under 28 U.S.C. 1331 because the severance dispute "arises out of an [ERISA] employee benefit plan" and therefore state law claims were preempted, and supplemental jurisdiction under 18 U.S.C. 1367 over non-ERISA claims. The court considered ERISA's statutory language, purpose, and historical context and held that an individual contract providing severance benefits to a single executive employee was not an ERISA employee welfare benefit plan within the meaning of section 1002(1). The court also held that ERISA preempted state laws that "relate to" an employee benefit plan. Consequently, further questions arose because the Employment Agreement included two provisions that could "relate" to the Employment Agreement to other programs of the employer that were ERISA plans. As neither parties nor the district court considered this jurisdictional issue, the court remanded for further proceedings.

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Appellants sued appellee under 49 U.S.C. 14103(a) for the reimbursement of fees associated with the loading and unloading of its trucks at appellee's facilities. Appellants subsequently appealed the district court's grant of summary judgment. The court concluded that the district court properly read section 14103(a) to preclude relief for unreimbursed "lumping" absent a plaintiff-trucker's affirmative showing that he or she was not reimbursed by either the shipper or the receiver. Therefore, the court affirmed the district court's order of summary judgment where appellants failed to identify any of its trucks whom a shipper had not already reimbursed.

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Plaintiffs challenged the district court's conclusion that they, as agents of Beacon Maritime, Inc. (Beacon), were bound by Beacon's agreement to arbitrate disputes with Aban Offshore Limited (Aban). The court held that under settled principles of agency and contract law, plaintiffs were not personally bound by Beacon's agreement with Aban and therefore, the court reversed the district court's order compelling arbitration and remanded for further proceedings.

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McKinnis Roofing and Sheet Metal and homeowner Jeffrey Hicks entered into two contracts. The first contract related to Hicks' roof, and the second contract related to copper awnings on Hicks' residence. McKinnis filed a complaint in the district court alleging that Hicks breached both contracts after Hicks refused McKinnis' demand for advance payment. After trial, he district court determined that Hicks had breached both contracts, awarding McKinnis damages in the amount of $4,419 with regard to the roofing contract and $789 with regard to the awning contract. McKinnis appealed, arguing that the district court erred in calculating the amount of damages to which it was entitled. Hicks cross-appealed and claimed that the district court erred when it determined that he breached the contracts. The Supreme Court reversed, holding that based on the facts and contract language, Hicks did not breach either contract.

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Deutsche Bank National Trust Company, as trustee in trust for the registered holders of Ameriquest Mortgage Securities, Inc., appealed from a summary judgment entered in the district court in favor of Donald and Kim Pelletier on the bank's complaint for foreclosure. The district court concluded that Deutsche Bank had failed to dispute facts asserted by the Pelletiers demonstrating that they had asserted a right of rescission. On appeal, the Supreme Court affirmed the grant of summary judgment, but because the district court's order reached only the point of determining that the Pelletiers were entitled to rescission, the Court remanded for further proceedings to effectuate the rescission.

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3M Company sued Inspired Technologies, Inc. (ITI) for allegedly unfair and false advertising, in violation of the Lanham Act, 15 U.S.C. 1051, et seq., and the Minnesota Uniform Deceptive Trade Practices Act (MDPTA), Minnesota Statutes 325D.43-325D.48, alleging that ITI engaged in an advertising campaign for its Frog Tape product that depicted 3M Tape as performing poorly in certain respects. ITI tendered a defense of the lawsuit to its liability-insurance carrier, AMCO Insurance Company (AMCO), and the lawsuit ultimately settled. Following the settlement, AMCO filed the instant declaratory judgment action against ITI, seeking a declaration that it did not owe ITI any duty to defend or indemnify because the insurance policy's knowledge-of-false exclusion excluded the 3M suit from coverage. The court found that the two interrogatory answers upon which the district court relied did not reflect that 3M alleged ITI's knowledge of falsity as to all the purportedly unfair advertising. Consequently, the court held that AMCO failed to satisfy its burden of demonstrating, as a matter of law, that every claim in 3M's complaint fell clearly outside the policy's coverage. Accordingly, because 3M alleged at least one arguably coverable claim, AMCO owed ITI a duty under Minnesota law to defend the entire suit and therefore, the district court's grant of summary judgment was reversed and remanded.

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Plaintiff, the Chapter 7 trustee, appealed the bankruptcy court's entry of a judgment in favor of defendants on his complaint seeking turnover under 11 U.S.C. 542 of money allegedly owed to the bankruptcy estate. The court held that while there was no clear error in the bankruptcy court's determination that defendants were not unjustly enriched and therefore, defendants were not indebted to the bankruptcy estate, the court affirmed on the more fundamental ground that the relief sought by the trustee was beyond the scope of 11 U.S.C. 542.

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This case arose when plaintiffs filed a nationwide consumer class action against Life of the South Insurance Company (Life of the South). At issue was whether Life of the South had a right to enforce against plaintiffs the arbitration clause in the loan agreement, between plaintiffs and the car dealership where they purchased their vehicle, where the loan agreement lead plaintiffs to enter into a separate credit life insurance contract with Life of the South. The court held that the loan agreement did not show, on its face or elsewhere, an intent to allow anyone other than plaintiffs, the car dealership, and Chase Manhattan, and the assignees of the dealership of Chase Manhattan, to compel arbitration of a dispute and Life of the South was none of those. The court also held that because the only claims plaintiffs asserted were based on the terms of their credit life insurance policy with Life of the South, which did not contain an arbitration clause, equitable estoppel did not allow Life of the South to compel plaintiffs to arbitrate. Accordingly, the court affirmed the district court's denial of Life of the South's motion to compel arbitration.

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This bankruptcy appeal involved parties that have a business history extending from at least April 27, 2005 where appellee and the Secretary of Lothian Oil signed two agreements which would lead to proofs of claim 164 and 171. At issue was whether the bankruptcy court could recharacterize a claim as equity rather than debt. The court held that because Texas law would not have recognized appellee's claims as asserting a debt interest, the bankruptcy court correctly disallowed them as debt and recharacterized the claims as equity interests. Moreover, because insiders and non-insiders alike could mischaracterize their claims in contravention of state law, the court declined to limit recharacterization to insider claims. The court further held that the other assertions of error were without merit.

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Appellants challenged the denial of their claim for benefits arising from an underinsured motorists (UIM) policy issued by appellee. Appellants appealed the adverse grant of summary judgment and the denial of their request for certification of a question of law to the North Dakota Supreme Court. The court held that the negligent driver's excess-liability policy was relevant to determining the underinsured status of his vehicle. Thus, as a matter of law, the negligent driver's vehicle was not underinsured and appellants were not entitled to coverage under the UIM endorsement. The court also declined to certify the question where the case had been decided by summary judgment. Accordingly, the court affirmed the judgment of the district court.