Justia Contracts Opinion Summaries

The owners and operators of a skilled nursing facility contended the trial court erred when it denied their petition to compel arbitration. They attempted to enforce arbitration in this action for elder abuse and wrongful death brought by a decedent through her husband as successor in interest, her husband individually, and their children. Appellants claimed the successor had signed the arbitration agreements as the decedent’s authorized agent. The trial court determined that although the successor did not sign the agreements as the decedent’s agent, he expressly bound himself to arbitrate all claims he held individually and as the successor in interest. As a result, the decedent’s claim for elder abuse and the husband’s individual claim for wrongful death were subject to arbitration. However, the court denied the petition because the children’s claims were not subject to arbitration, and allowing the arbitration and the litigation to proceed concurrently could result in inconsistent findings of fact and law. Finding no reversible error in the trial court’s judgment, the Court of Appeal affirmed. View "Valentine v. Plum Healthcare Group, LLC" on Justia Law

This case arose from the division of a three-member accounting firm, Siddoway, Wadsworth & Reese, PLLC. The three members of the firm were the personal professional corporations solely owned by each accountant. In early 2015, Reese PC signed a purchase agreement to buy a one-half interest in the client base of Siddoway PC for $200,000. This purchase agreement included an arbitration clause. In August of 2015, Siddoway left the accounting firm, taking several employees and the clients’ information with him. Following Siddoway’s departure, the firm (now named Wadsworth Reese, PLLC), along with its remaining members, filed a complaint in the district court against Siddoway and his personal professional corporation and two of the employees who followed him. Siddoway counterclaimed. The parties brought a range of claims. Reese PC and Siddoway PC also went to arbitration for claims related to their purchase agreement, but the arbitrator determined the purchase agreement was void for failure of a condition subsequent. The remaining claims between the parties were tried by the district court. The district court ultimately decided to “leave the parties where it found them.” This included final determinations pertinent to this appeal: (1) dissociation of Siddoway’s personal professional corporation as a firm member; (2) Siddoway and Siddoway PC were not entitled to attorney fees for compelling arbitration; (3) Siddoway PC failed to show unjust enrichment from the void purchase agreement; and (4) the firm could fund Reese’s personal professional corporation’s litigation and arbitration costs because resolving the purchase-agreement dispute served a legitimate business purpose. Siddoway and Siddoway PC appealed. The Idaho Supreme Court affirmed the district court’s judgment: Siddoway and Siddoway PC were not entitled to attorney fees for compelling arbitration, nor did they show unjust enrichment or breach of membership duties. View "Wadsworth Reese v. Siddoway & Co" on Justia Law

In this lawsuit filed by the purchasers of a home against the sellers the Supreme Court reversed the judgment of the district court vacating an arbitration award entered in favor of Sellers and remanded with directions to confirm the arbitration award, holding that the district court erred by finding that arbitration provision in the purchase agreement was unenforceable, vacating the award, and failing to confirm the award.In this action, Purchasers alleged that several defects in the home they purchased had been concealed by Sellers. An arbitrator issued an award in favor of Sellers, finding that no credible evidence supported any of Purchasers' claims. Purchasers filed an application to vacate the arbitration award, and Sellers filed a motion seeking judicial confirmation of the award. The district court entered an order finding the arbitration void and vacating the award, holding that the arbitration provision in the purchase agreement was unenforceable under Nebraska's Uniform Arbitration Act. The Supreme Court reversed, holding that the district court should have confirmed the arbitration award pursuant to Neb. Rev. Stat. 25-2612. View "Garlock v. 3DS Properties, LLC" on Justia Law

A condominium association, Dakota Station II Condominium, filed two claims with its insurer, Owners Insurance Company, for weather damage. The parties couldn’t agree on the money owed, so Dakota invoked the appraisal provision of its insurance policy. The parties each selected an appraiser, putting the rest of the provision’s terms into motion. Ultimately, the appraisers submitted conflicting value estimates to an umpire, and the umpire issued a final award, accepting some estimates from each appraiser. Dakota’s appraiser signed onto the award, and Owners paid Dakota. Owners later moved to vacate the award, arguing that Dakota’s appraiser was not “impartial” as required by the insurance policy’s appraisal provision and that she failed to disclose material facts. The trial court disagreed and “dismissed” the motion to vacate. A division of the court of appeals affirmed. In its review, the Colorado Supreme Court interpreted the policy’s impartiality requirement and determined whether a contingent-cap fee agreement between Dakota and its appraiser rendered the appraiser partial as a matter of law. The Court concluded the plain language of the policy required appraisers to be unbiased, disinterested, and unswayed by personal interest, and the contingent-cap fee agreement didn’t render Dakota’s appraiser partial as a matter of law. Accordingly, the Court affirmed the judgment of the court of appeals with respect to the contingent-cap fee agreement, reversed with respect to the impartiality requirement, and remanded for further proceedings. View "Owners Ins. v. Dakota Station II Condo. Ass'n" on Justia Law

Douglas Schoninger was interested in launching a professional rugby league in the United States. Toward that end, he formed PRO Rugby and approached the United States of America Rugby Football Union (“USAR”), the national governing body for rugby in the United States. PRO Rugby and USAR entered into the Sanction Agreement, which authorized PRO Rugby to establish a professional rugby league in the United States. At issue before the Colorado Supreme Court in this appeal was whether a nonsignatory to an arbitration agreement could be required to arbitrate under that agreement by virtue of the fact that it was a purported agent of a signatory to the agreement. Specifically, the Court was asked to decide whether the district court erred when it entered an order requiring petitioner Rugby International Marketing (“RIM”), a nonsignatory to a Professional Rugby Sanction Agreement (the “Sanction Agreement”), to arbitrate pursuant to an arbitration provision in that Agreement that covered the parties and their agents. The court found that because RIM was an agent for USAR, a signatory of the Sanction Agreement, RIM fell “squarely within the broad language of the arbitration provision.” The Supreme Court found that the weight of authority nationally established that, subject to a number of recognized exceptions, only parties to an agreement containing an arbitration provision could compel or be subject to arbitration. Here, because RIM was not a party to the Sanction Agreement and because respondents PRO Rugby and Schoninger had not established any of the recognized exceptions applied, the Supreme Court concluded the district court erred in determining that RIM was subject to arbitration under the Sanction Agreement. View "In re N.A. Rugby Union v. U.S. Rugby Football Union" on Justia Law

In this lawsuit between AllyAlign Health, Inc. and Signature Advantage, LLC the Supreme Court granted AllyAlign's motion for an order to compel arbitration of all claims, holding that a carve-out provision in the parties' contract for certain claims to be decided by a court did not negate the mandate of the Commercial Arbitration Rules and Arbitration Procedures of the American Arbitration Association (AAA's Rules) that the initial arbitrability of claims is to be determined by the arbitrator, not the courts.AllyAlign contracted with Signature Advantage for AllyAlign's services. The contract contained an arbitration provision incorporating the AAA's Rules. Signature Advantage later sued AllyAlign for breach of contract and other claims. AllyAlign moved to compel arbitration on all the claims based on the AAA's Rules that delegate to the arbitrator the initial decision about the arbitrability of claims arising between the parties. In response, Signature Advantage argued that the language of the carve-out provision exempted equitable claims from arbitration. The trial court granted in part the motion to compel arbitration but denied the motion for the claims it found to demand equitable relief. The Supreme Court compelled arbitration of all claims, holding that the trial court's order declining to refer all the claims of the complaint was erroneous. View "AllyAlign Health, Inc. v. Signature Advantage, LLC" on Justia Law

At issue were claims of fraudulent sales practices by two car dealerships that allegedly induced consumers to enter into agreements for the purchase of cars. The question presented for the New Jersey Supreme Court’s review was whether plaintiffs could avoid being compelled to arbitrate those claims. Plaintiffs challenged the formation and validity of their sales agreements on the bases that the dealerships’ fraudulent practices and misrepresentations induced them to sign the transactional documents and that the agreements were invalid due to violations of statutory consumer fraud requirements. As part of the overall set of documents, plaintiffs signed arbitration agreements. Those agreements contained straightforward and conspicuous language that broadly delegated arbitrability issues. Each trial court determined the arbitration agreements to be enforceable and entered orders compelling plaintiffs to litigate their various claims challenging the overall validity of the sales contracts in the arbitral forum. The Appellate Division reversed those orders. The Supreme Court reversed: “the trial courts’ resolution of these matters was correct and consistent with clear rulings from the United States Supreme Court that bind state and federal courts on how challenges such as plaintiffs’ should proceed. Those rulings do not permit threshold issues about overall contract validity to be resolved by the courts when the arbitration agreement itself is not specifically challenged. Here, plaintiffs attack the sales contracts in their entirety, not the language or clarity of the agreements to arbitrate or the broad delegation clauses contained in those signed arbitration agreements.” View "Goffe v. Foulke Management Corp." on Justia Law

The Supreme Court quashed preliminary writs issued preventing the circuit court from enforcing its orders sustaining motions to compel arbitration and stay proceedings filed by Dollar General, holding that the circuit court properly sustained Dollar General's motions to compel arbitration, stayed the cases, and ordered the parties to arbitrate the question of whether consideration existed.After Jesse Newberry and Becky Lowrance were discharged from Dollar General, they filed charges of discrimination. Dollar General filed motions to compel Newberry and Lowrance to submit their claims to arbitration and stay further proceedings on the grounds that the employees signed agreements to arbitrate. The circuit court sustained Dollar General's motions to compel. Newberry and Lowrance each sought a permanent writ of prohibition preventing the circuit court from enforcing its orders, arguing that Dollar General failed to meet its burden to show consideration supported either the employee arbitration agreements or the provisions delegating threshold issues of arbitrability to the arbitrator. The Supreme Court held that the circuit court properly sustained Dollar General's motions to compel arbitration and stay the cases. View "State ex rel. Newberry v. Honorable Steve Jackson" on Justia Law

Greenway Health, LLC, and Greenway EHS, Inc. (formerly EHS, Inc.) (collectively, "the Greenway defendants"), and Sunrise Technology Consultants, LLC, and Lee Investment Consultants, LLC (collectively, "the Sunrise defendants"), appealed separately a circuit court order denying their motion to compel the arbitration of certain claims asserted against them by Southeast Alabama Rural Health Associates ("SARHA"). Because the Alabama Supreme Court determined the Greenway defendants failed to establish the existence of a contract containing an arbitration provision, the Sunrise defendants' argument based on an intertwining-claims theory also failed. The Court therefore affirmed the trial court's denial of the Greenway defendants' and the Sunrise defendants' motions to stay proceedings and to compel arbitration. View "Greenway Health, LLC, and Greenway EHS, Inc. v. Southeast Alabama Rural Health Associates" on Justia Law

The Louisiana Supreme Court accepted a certified question of Louisiana law presented by the U.S. District Court of Appeals for the Fifth Circuit. This case involves a dispute between two creditors, each of which attached the same pig iron owned by the common debtor, America Metals Trading L.L.P. (“AMT”). Daewoo International Corp. (“Daewoo”), a South Korean trading company, entered into a series of contracts with AMT in May 2012 for the purchase of pig iron, to be delivered in New Orleans. The sale contracts contained arbitration clauses. Although Daewoo made payments under the contracts, AMT never shipped the pig iron. Daewoo sued AMT in the United States District Court for the Eastern District of Louisiana seeking an order compelling AMT to arbitrate the dispute pursuant to the terms of the contract and also seeking a writ of attachment of AMT’s pig iron on board the M/V Clipper Kasashio under the Louisiana non-resident attachment statute, Louisiana Code of Civil Procedure article 3542. The writ was granted and served by the U.S. Marshals Service on December 22, 2012. Noting that La. C.C.P. art. 3542, Louisiana’s non-resident attachment statute, allows a party to obtain a writ of attachment in "any action for a money judgment, whether against a resident or a nonresident, regardless of the nature, character, or origin of the claim, whether it is for a certain or uncertain amount, and whether it is liquidated or unliquidated," the federal court stated the issue as "whether Daewoo’s suit to compel arbitration and obtain provisional relief is an 'action for a money judgment' to which Louisiana’s non-resident attachment statute applies." The Louisiana Supreme Court responded: "Louisiana Code of Civil Procedure article 3542 allows for attachment in aid of arbitration if the origin of the underlying arbitration claim is one pursuing money damages and the arbitral party has satisfied the statutory requirements necessary to obtain a writ of attachment." View "Stemcor USA Inc. v. CIA Siderurgica Do Para Cosipar" on Justia Law