Justia Contracts Opinion Summaries

Four plaintiffs were injured when a railing collapsed at FedExField during a professional football game. They sued the owner of the football team, the owner of the stadium, the security services provider, and unidentified maintenance persons for negligence. The defendants moved to compel arbitration based on an arbitration clause in the terms and conditions of the tickets, which were purchased online by a friend of the plaintiffs, Brandon Gordon.The United States District Court for the District of Maryland denied the motion to compel arbitration. The court found factual disputes regarding whether Gordon agreed to the arbitration clause. Additionally, the court held that even if Gordon had agreed to the arbitration clause, the defendants did not demonstrate that Gordon was an agent of the plaintiffs who could bind them to the arbitration clause.The United States Court of Appeals for the Fourth Circuit reviewed the case. The court reversed the district court's decision regarding the plaintiffs being bound by any contract Gordon may have entered into, finding that Gordon had apparent authority to bind the plaintiffs to the arbitration clause. The court held that the Washington Football Team's reliance on Gordon's apparent authority was reasonable and traceable to the plaintiffs' actions of using the tickets to enter the stadium. The court vacated the district court's order denying arbitration and remanded the case to resolve the factual disputes about whether Gordon entered into a contract that included the arbitration clause. View "Naimoli v. Pro-Football, Inc." on Justia Law

Ultra Deep Picasso Pte. Limited (Ultra Deep) is a contractor specializing in undersea vessel operations for marine construction. Dynamic Industries Saudi Arabia Ltd. (Dynamic) subcontracted Ultra Deep for a project related to a contract with Saudi Aramco. Ultra Deep completed work worth over ten million dollars but alleged that Dynamic failed to pay, breaching their agreement. Ultra Deep filed a complaint in the Southern District of Texas, seeking breach of contract damages and a maritime attachment and garnishment of Dynamic’s funds allegedly held by Riyad Bank.The district court granted Ultra Deep an ex parte order for attachment of Dynamic’s assets at Riyad Bank. Dynamic responded with motions to dismiss for lack of personal jurisdiction, improper venue, and to compel arbitration, which were denied. Dynamic and Riyad Bank then moved to vacate the attachment order, arguing that Ultra Deep failed to show Dynamic had property in the Southern District of Texas. The magistrate judge held a hearing and found that Ultra Deep did not present evidence that Dynamic’s property was within the district. The district court adopted the magistrate judge’s recommendation, vacated the attachment order, and dismissed the case with prejudice.The United States Court of Appeals for the Fifth Circuit reviewed the case. The court held that for a valid Rule B attachment, the property must be found within the district. It concluded that a bank account is located where its funds can be withdrawn. Since Ultra Deep failed to show that Dynamic’s property was within the Southern District of Texas, the court affirmed the district court’s decision to vacate the attachment order and dismiss the case. View "Ultra Deep Picasso v. Dynamic Industries Saudi Arabia Ltd." on Justia Law

A Guatemalan company, HSR, engaged another Guatemalan company, AICSA, to design and construct a hydroelectric power plant. The project faced opposition from the local indigenous community, leading to work suspension and eventual contract termination by HSR. HSR initiated arbitration seeking payments and damages from AICSA, which counterclaimed for its own damages and sought to include its subcontractor, Novacom, in the arbitration.The United States District Court for the Southern District of Florida initially denied AICSA's motion to vacate the arbitration award, citing Eleventh Circuit precedent. The Eleventh Circuit Court of Appeals, in an en banc decision, later reversed this, holding that Chapter 1 of the Federal Arbitration Act (FAA) provides grounds for vacatur in cases governed by the New York Convention. The case was remanded to the District Court, which ultimately confirmed the arbitration award, leading to AICSA's appeal.The Eleventh Circuit Court of Appeals reviewed the case and affirmed the District Court's decision. The court held that the arbitration tribunal did not exceed its authority in three key areas: requiring AICSA to maintain or renew advance payment bonds, denying AICSA's claim that HSR breached anti-corruption provisions, and refusing to join Novacom to the arbitration. The court emphasized that the tribunal's decisions were based on interpretations of the contract, even if those interpretations were arguably erroneous. The court's review was limited to whether the tribunal interpreted the contract, not whether it did so correctly. View "Hidroelectrica Santa Rita S.A. v. Corporacion AIC, SA" on Justia Law

A salesperson from Elite Home Remodeling, Inc. visited the home of Harold and Lucy West, both in their 90s and suffering from dementia, to discuss solar panel installation and home renovation. The salesperson, Ilai Mitmiger, allegedly obtained Harold's electronic signature on a loan agreement with Solar Mosaic LLC (Mosaic) through Deon, the Wests' daughter, who provided her email for the documents. The loan agreement was signed electronically in Harold's name within seconds, despite Harold's apparent lack of understanding and technical ability.The Superior Court of Los Angeles County denied Mosaic's petition to compel arbitration, finding that Mosaic failed to prove the existence of an agreement to arbitrate. The court determined that Mosaic did not establish that Harold signed the loan documents or that Deon had the authority to bind Harold to the agreement.The California Court of Appeal, Second Appellate District, Division Eight, affirmed the trial court's order. The appellate court held that the evidence presented, including Harold's dementia and lack of technical skills, created a factual dispute about the authenticity of Harold's electronic signatures. The court also found that Mosaic did not prove Deon had the authority to act as Harold's agent or that Harold ratified the agreement during a recorded phone call with Mosaic. The court concluded that the recorded call did not demonstrate Harold's awareness or understanding of the loan agreement, thus failing to establish ratification. The order denying the petition to compel arbitration was affirmed. View "West v. Solar Mosaic, LLC" on Justia Law

Two plaintiffs, Smith-Phifer and Patterson, served with the Charlotte Fire Department for over twenty years and alleged racial discrimination by the department. They filed a lawsuit against the City of Charlotte, claiming violations of Title VII, 42 U.S.C. §§ 1981 & 1983, and the North Carolina Constitution. The case was initially brought in state court but was removed to federal court. Smith-Phifer and the City reached a settlement during her trial, while Patterson's case was delayed due to illness and later went to mediation.The United States District Court for the Western District of North Carolina granted Smith-Phifer and Patterson’s motions to enforce their settlement agreements. The court found that the City breached the agreements by not treating the settlement payments as pension-eligible wages under the Charlotte Firefighters Retirement Systems Act. The City appealed, arguing that the district court erred in its decision, particularly in not holding an evidentiary hearing for Patterson’s case and in its interpretation of the settlement terms regarding pension eligibility.The United States Court of Appeals for the Fourth Circuit reviewed the case. The court vacated the district court’s order regarding Patterson, stating that an evidentiary hearing was necessary to determine whether a complete settlement agreement was reached. The court found that there were unresolved factual disputes about the terms of the agreement, particularly regarding sick leave and pension eligibility.However, the court affirmed the district court’s decision regarding Smith-Phifer. It held that the City breached the settlement agreement by failing to make the required retirement deduction from the payment to Smith-Phifer. The court concluded that the payment was “Compensation” under the Charlotte Firefighters Retirement Systems Act, which mandated the deduction. The case was remanded for further proceedings consistent with these findings. View "Smith-Phifer v. City of Charlotte" on Justia Law

In March 2013, Woodsboro Farmers Cooperative contracted with E.F. Erwin, Inc. to construct two grain silos. Erwin subcontracted AJ Constructors, Inc. (AJC) for the assembly. AJC completed its work by July 2013, and Erwin finished the project in November 2013. However, Woodsboro noticed defects causing leaks and signed an addendum with Erwin for repairs. Erwin's attempts to fix the silos failed, leading Woodsboro to hire Pitcock Supply, Inc. for repairs. Pitcock found numerous faults attributed to AJC's poor workmanship, necessitating complete deconstruction and reconstruction of the silos, costing Woodsboro $805,642.74.Woodsboro sued Erwin in Texas state court for breach of contract, and the case went to arbitration in 2017. The arbitration panel found AJC's construction was negligent, resulting in defective silos, and awarded Woodsboro $988,073.25 in damages. The Texas state court confirmed the award in September 2022. In December 2018, TIG Insurance Company, Erwin's insurer, sought declaratory relief in the United States District Court for the Southern District of Texas, questioning its duty to defend and indemnify Erwin. The district court granted TIG's motion for summary judgment on the duty to defend, finding no "property damage" under the policy, and later ruled there was no duty to indemnify, as the damage was due to defective construction.The United States Court of Appeals for the Fifth Circuit reviewed the case. The court found that there were factual questions regarding whether the damage constituted "property damage" under the insurance policy, as the silos' metal parts were damaged by wind and weather due to AJC's poor workmanship. The court determined that the district court erred in granting summary judgment for TIG and concluded that additional factual development was needed. The Fifth Circuit reversed the district court's decision and remanded the case for further proceedings. View "TIG Insurance Company v. Woodsboro Farmers Coop" on Justia Law

The case involves a dispute between Robert and Stephen Samuelian (the Samuelians) and Life Generations Healthcare, LLC (the Company), which they co-founded along with Thomas Olds, Jr. The Samuelians sold a portion of their interest in the Company, and the new operating agreement included a noncompetition provision. The Samuelians later challenged this provision in arbitration, arguing it was unenforceable under California law.The arbitrator found the noncompetition provision invalid per se under California Business and Professions Code section 16600, as it arose from the sale of a business interest. The arbitrator also ruled that the Samuelians did not owe fiduciary duties to the Company because they were members of a manager-managed limited liability company. The Company argued that the arbitrator had legally erred by applying the per se standard instead of the reasonableness standard. The trial court reviewed the arbitrator’s ruling de novo, found no error, and confirmed the award.The California Court of Appeal, Fourth Appellate District, Division Three, reviewed the case. The court held that the arbitrator had applied the wrong standard under section 16600. The court concluded that noncompetition agreements arising from the partial sale of a business interest should be evaluated under the reasonableness standard, not the per se standard. The court reasoned that a partial sale leaves the seller with some ongoing connection to the business, which could have procompetitive benefits. Therefore, such restraints require further scrutiny to determine their reasonableness.The court reversed the trial court’s judgment confirming the arbitration award and directed the trial court to enter an order denying the Samuelians’ petition to confirm the award and granting the Company’s motion to vacate the entire award, including the portion awarding attorney fees and costs. View "Samuelian v. Life Generations Healthcare, LLC" on Justia Law

JES Farms Partnership sold crops through Indigo Ag's digital platform. In 2021, JES initiated arbitration against Indigo, alleging breach of a marketplace seller agreement and trade rule violations. Indigo counterclaimed, alleging JES breached the agreement and its addenda. JES then sought a federal court's declaratory judgment that Indigo’s counterclaims were not arbitrable and that some addenda were invalid. Indigo moved to compel arbitration based on the agreement's arbitration clause.The United States District Court for the District of South Dakota partially denied Indigo's motion. The court agreed that Indigo’s counterclaims were arbitrable but ruled that the enforceability of the addenda was not arbitrable under the marketplace seller agreement. The court found the arbitration clause "narrow" and concluded that disputes about the addenda's enforceability did not relate to crop transactions. Indigo appealed this decision.The United States Court of Appeals for the Eighth Circuit reviewed the case de novo. The court determined that the arbitration clause in the marketplace seller agreement was broad, covering "any dispute" related to the agreement or transactions under it. The court found that the enforceability of the addenda was indeed a dispute "relating to crop transactions" and thus fell within the scope of the arbitration clause. Consequently, the Eighth Circuit reversed the district court's decision and directed it to grant Indigo’s motion to compel arbitration and address the case's status pending arbitration. View "JES Farms Partnership v. Indigo Ag Inc." on Justia Law

Payam Mahram used Instacart to purchase groceries from a grocery store and later sued the store, alleging it had cheated him on price. The grocery store, not a party to the Instacart contract, moved to compel arbitration based on the arbitration agreement between Mahram and Instacart. The trial court denied the motion, and the grocery store appealed.The Los Angeles County Superior Court initially reviewed the case and denied the grocery store's motion to compel arbitration without providing a written explanation. The grocery store then appealed this decision to the California Court of Appeal, Second Appellate District.The California Court of Appeal affirmed the lower court's decision. The court held that while Mahram did agree to arbitration with Instacart by signing up for its service, the grocery store was not a third-party beneficiary of that agreement. The court determined that the trial court, rather than an arbitrator, was the proper authority to decide the threshold questions of arbitrability because the contract did not clearly indicate that Mahram had agreed to arbitrate with anyone other than Instacart. Additionally, the court found that the grocery store was not a third-party beneficiary of the Instacart-Mahram arbitration contract, as the contract's motivating purpose was not to benefit the grocery store. Consequently, the grocery store could not compel arbitration based on the Instacart agreement. The order denying the motion to compel arbitration was affirmed, and costs were awarded to the respondent. View "Mahram v. The Kroger Co." on Justia Law

The case involves a dispute between Commodities & Minerals Enterprise, Ltd. (CME) and CVG Ferrominera Orinoco, C.A. (FMO). CME sought to confirm a New York Convention arbitration award of $187.9 million against FMO. FMO opposed the confirmation, alleging that CME procured the underlying contract through fraud, bribery, and corruption, arguing that enforcing the award would violate U.S. public policy. The district court confirmed the award, ruling that FMO was barred from challenging the confirmation on public policy grounds because it failed to seek vacatur within the three-month time limit prescribed by the Federal Arbitration Act (FAA).The United States District Court for the Southern District of Florida initially reviewed the case. CME moved to confirm the arbitration award in December 2019. FMO opposed the confirmation nearly two years later, citing public policy concerns. The district court granted CME’s motion, explaining that FMO was barred from opposing confirmation on public policy grounds due to its failure to seek vacatur within the FAA’s three-month time limit.The United States Court of Appeals for the Eleventh Circuit reviewed the case. The court held that, based on its recent en banc decision in Corporación AIC, SA v. Hidroélectrica Santa Rita S.A., FMO should have been allowed to assert its public policy defense in opposition to confirmation. The court clarified that the grounds for vacating a New York Convention arbitration award are those set forth in U.S. domestic law, specifically Chapter 1 of the FAA, which does not recognize public policy as a ground for vacatur. However, the court affirmed the district court’s confirmation of the award, concluding that FMO’s public policy defense failed on the merits because it attacked the underlying contract, not the award itself. View "Commodities & Minerals Enterprise, Ltd. v. CVG Ferrominera Orinoco C.A." on Justia Law