Justia Contracts Opinion Summaries

The Supreme Judicial Court vacated the order entered by the superior court denying Defendant's motion to compel arbitration of, and dismissing all counts in, a complaint filed against it by Plaintiff, holding that the superior court did not make the statutorily required determination as to whether the parties agreed to arbitrate the dispute.In 2017, the parties entered into a contract whereby Defendant would provide payroll services to Plaintiff. In 2019, Plaintiff filed a complaint against Defendant asserting claims for fraud, negligence, and breach of contract. Defendant moved to dismiss the complaint and to compel arbitration under an arbitration clause contained in the parties' contract. The court denied Defendant's motion, holding that it could not be concluded as a matter of law that the parties entered into a valid agreement to arbitrate. The Supreme Judicial Court vacated the judgment, holding that remand was required because the trial court denied Defendant's motion without making the finding regarding arbitrability required by Me. Rev. Stat. 14, 5928(1). View "TPR, Inc. v. Paychex, Inc." on Justia Law

In this case concerning arbitration agreements, nursing homes, and wrongful death claims under Massachusetts law, the First Circuit affirmed the judgment of the district court compelling arbitration after first certifying two questions to the Massachusetts Supreme Judicial Court (SJC), holding that the SJC's decision compelled the First Circuit to affirmed the judgment compelling arbitration.The personal representative of a deceased former nursing home resident brought a state wrongful death action against a set of organizations that oversaw the nursing home (collectively, nursing home). The nursing home sued to compel arbitration. The federal court compelled arbitration. On appeal, the personal representative argued that she was not bound by the decedent’s agreement to arbitrate with the nursing home because her wrongful death right of recovery was independent of the decedent’s wrongful death claim. The First Circuit certified questions of law to the SJC. After the SJC answered that claims of statutory beneficiaries under the state's wrongful death statute are derivative of the decedent's own cause of action, the First Circuit affirmed the district court's judgment, holding that the SJC's decision required this Court to affirm the judgment compelling arbitration. View "GGNSC Chestnut Hill LLC v. Schrader" on Justia Law

The Ninth Circuit reversed the district court's order compelling arbitration of a labor dispute between a waste management company, NASA Services, and the union. The company and union signed a Labor Peace Agreement containing an arbitration clause, and the agreement's terms were expressly conditioned upon the City entering into an exclusive franchise agreement with NASA.The panel held that the agreement clearly and unambiguously contains a condition precedent to formation that is both ascertainable and lawful. Therefore, NASA and the union were parties to a proposed agreement that would become operative, effective, and enforceable if and only if the condition precedent therein was satisfied. Consequently, the condition failed and the district court may not compel arbitration. View "International Brotherhood of Teamsters, Local 396 v. NASA Services, Inc." on Justia Law

Buffkin, a former teacher in the Department of Defense (DoD) school for the children of military personnel, challenged her termination. The collective bargaining agreement process for contesting adverse employment actions provides that any grievance will be mediated if requested by either party. A written request for arbitration must be served on the opposing party within 20 days following "the conclusion of the last stage in the grievance procedure.” “The date of the last day of mediation will be considered the conclusion of the last stage in the grievance procedure" for purposes of proceeding to arbitration.DoD denied Buffkin’s grievance. The union and DoD met with a mediator in December 2012. No agreement was reached. In July 2014, the union submitted a written request for arbitration. DoD signed the request and the parties received a list of arbitrators in August 2014. In March 2015, DoD listed Buffkin’s grievance as an open grievance and the parties held another mediation session. The union and DoD selected an arbitrator in January 2017. DoD then argued that the arbitration request was untimely. The arbitrator found that the union did not invoke arbitration within 20 days after the 2012 mediation concluded.The Federal Circuit vacated and remanded with instructions to address whether the union’s premature request for arbitration ripened into a timely request. Buffkin’s grievance was not resolved in the 2012 mediation; there was another mediation session in 2015, the last stage of the grievance procedure. Invoking arbitration in 2014 was premature, rather than too late. DoDs conduct and past practices indicate that it did not consider the arbitration request untimely. View "Buffkin v. Department of Defense" on Justia Law

In this construction contract dispute, the Supreme Court held that the San Antonio River Authority possessed the authority to agree to arbitrate claims under Texas Local Government Code Chapter 271 and exercised that authority in the contract and that the judiciary, rather than an arbitrator, retains the duty to decide whether a local government has waived its governmental immunity.The River Authority hired Austin Bridge and Road L.P. for a construction project. The parties agreed to submit any disputes about the contract to arbitration. Austin Bridge invoked the contract's arbitration provisions when disagreements about the scope of work and payment arose. After the arbitrator denied the River Authority's plea of governmental immunity, the River Authority sued Austin Bridge, arguing that it lacked the authority to agree to the contract's arbitration provisions. The trial court concluded that the arbitration provisions in the contract were enforceable. The court of appeals agreed that the River Authority had the authority to agree to arbitrate but concluded that a court, rather than an arbitrator, must decide whether the River Authority was immune from the claims against it. The Supreme Court affirmed, holding that chapter 271 waived the River Authority's immunity from suit for Austin Bridge's breach of contract claim. View "San Antonio River Authority v. Austin Bridge & Road, L.P." on Justia Law

The Louisiana Supreme Court granted review in this case to determine whether the Louisiana Commissioner of Insurance was bound by an arbitration clause in an agreement between a health insurance cooperative and a third-party contractor. The Louisiana Health Cooperative, Inc. (“LAHC”), a health insurance cooperative created in 2011 pursuant to the Patient Protection and Affordable Care Act, entered an agreement with Milliman, Inc. for actuarial and other services. By July 2015, the LAHC was out of business and allegedly insolvent. The Insurance Commissioner sought a permanent order of rehabilitation relative to LAHC. The district court entered an order confirming the Commissioner as rehabilitator and vesting him with authority to enforce contract performance by any party who had contracted with the LAHC. The Commissioner then sued multiple defendants in district court, asserting claims against Milliman for professional negligence, breach of contract, and negligent misrepresentation. According to that suit, the acts or omissions of Milliman caused or contributed to the LAHC’s insolvency. Milliman responded by filing a declinatory exception of lack of subject matter jurisdiction, arguing the Commissioner must arbitrate his claims pursuant to an arbitration clause in the agreement between the LAHC and Milliman. The Supreme Court concluded, however, the Commissioner was not bound by the arbitration agreement and accordingly could not be compelled to arbitrate its claims against Millman. The Court reversed the appellate court's judgment holding to the contrary, and remanded the case for further proceedings. View "Donelon v. Shilling" on Justia Law

In this case involving an order compelling Plaintiff to arbitrate her dispute with an investment firm the Supreme Court reversed the circuit court's order to the extent that it included language that invaded the province of the arbitrator but otherwise affirmed the order dismissing Plaintiff's suit and compelling her to arbitrate.Plaintiff's deceased husband created two accounts with an investment firm, and the documents he signed required the arbitration of any account disputes. After the investment company paid the proceeds of both accounts to two other individuals, Plaintiff brought this suit, asserting her right to the proceeds of the accounts. The circuit court concluded that Plaintiff was required to comply with the arbitration agreements even though she was a nonsignatory. The Supreme Court affirmed in part and reversed in part, holding (1) the circuit court properly determined that Plaintiff was required to arbitrate her claims to the proceeds of both accounts; but (2) the circuit court erred in including improper language in its order that exceeded the court's authority. View "Bayles v. Evans" on Justia Law

The Supreme Court affirmed the order of the circuit court denying Petitioners' motion to compel arbitration of Respondents' claims against them, holding that a merger clause in the retail sales installment contract (RISC) between the parties served to supplant the arbitration agreement contained in the previously-executed credit application.Respondents purchased a new truck from Petitioners. Respondents first executed a credit application that contained an arbitration provision. Thereafter, the parties executed the RSIC, which did not contain an arbitration clause. After Respondents defaulted on their loan Petitioners began collection efforts. Respondents filed this complaint asserting that Petitioners harassed them by phone even after being advised they were represented by counsel. Petitioners moved to compel arbitration based on the arbitration provision contained in the credit application. The circuit court denied the motion. The Supreme Court affirmed, holding that the arbitration provisions in the credit application did not survive the merger clause of the RISC, thereby nullifying Respondents' obligation to arbitrate their claims against Petitioners. View "TD Auto Finance LLC v. Reynolds" on Justia Law

The Supreme Court reversed the judgment of the circuit court denying Appellants' motion to compel arbitration pursuant to the arbitration agreement contained in the parties' installment-sales contract, holding that the contract was supported by mutual obligations and plainly stated that Appellants did not waive arbitration by obtaining a monetary judgment in the small claims division of district court.Appellees purchased a vehicle with an installment-sales contract but failed to make their scheduled payments. Appellees voluntarily surrendered the vehicle, the vehicle was sold, and Appellees' account was credited. Appellants filed a complaint in the small claims division seeking payment for the remaining balance, and the district court entered judgment against Appellees. Appellees appealed, counterclaimed based on usury and Uniform Commercial Code violations, and sought class certification. Appellants sought to compel arbitration. The circuit court denied the motion, concluding that the arbitration agreement at issue lacked mutuality of obligation and that Appellants waived the right to arbitrate by first proceeding in district court. The Supreme Court reversed, holding (1) the arbitration agreement was valid; and (2) Appellants did not waive arbitration by first seeking monetary relief in district court. View "Jorja Trading, Inc. v. Willis" on Justia Law

In this appeal from the district court's denial of a motion to dismiss and compel arbitration the Supreme Court held that the court-appointed liquidator of a now-insolvent health insurer pursuing common law tort claims against a third-party contractor is bound by an arbitration provision in a preinsolvency agreement between the health insurer and the third-party contractor.Prior to its insolvency, the health insurance provider entered into an agreement with a third-party contractor for consulting services. The provider was later declared insolvent and placed into liquidation. Plaintiff, the provider's court-appointed liquidator, brought an action against the contractor, asserting common law tort damages. The contractor filed a motion to dismiss and compel arbitration on the grounds that the parties' agreement contained an arbitration clause. The district court denied the motion, concluding that the arbitration provision did not apply. The Supreme Court reversed, holding (1) the liquidator was bound by the arbitration provision because the liquidator stood in the shoes of the provider; (2) the liquidator could not use Iowa Code 507C.21(k) to disavow a preinsolvency agreement that the contractor already performed; and (3) the McCarran-Ferguson Act does not permit reverse preemption of the Federal Arbitration Act when the liquidator asserts common law tort damages against a third-party contractor. View "Ommen v. MilliMan, Inc." on Justia Law