Justia Contracts Opinion Summaries

Goldman appealed from the denial of its motion to compel arbitration of a suit brought against it by NCUA. The court concluded that NCUA successfully repudiated the Cash Account Agreement (CAA), including the arbitration provision. The court rejected Goldman's arguments that NCUA's repudiation of the CAA in this case should not be understood to encompass repudiation of the arbitration clause contained in the overall agreement where 12 U.S.C. 1787(c)'s grant of authority to NCUA in its role as liquidating agent to repudiate contracts includes authority to repudiate arbitration agreements. In this case, NCUA's lack of awareness of the CAA, and its consequent delay in repudiating it, cannot be deemed unreasonable. Once Goldman brought the CAA to NCUA's attention, NCUA repudiated the contract within nine days. The court rejected Goldman's challenge to the timeliness of the repudiation given NCUA's excusable unawareness of the CAA until Goldman disclosed it. Accordingly, the court affirmed the district court's order denying arbitration. View "National Credit Union Admin. Bd v. Goldman, Sachs & Co." on Justia Law

The McTaggarts filed suit against the former trustee and trust advisor of their family trust, alleging improper handling of their trust funds. The former trustee and trust advisor moved to dismiss the case or have the case stayed pending arbitration, based on an arbitration provision in a wealth-management agreement between the former trustee and trust advisor. The trial court found that, because the McTaggarts did not sign the agreement containing the arbitration provision and because the agreement specifically excluded nonsignatories, including third-party beneficiaries, the arbitration provision was not binding on the McTaggarts. The former trustee and trust advisor appealed. Finding no error, the Supreme Court affirmed. View "Pinnacle Trust Company, L.L.C., EFP Advisors, Inc. v. McTaggart" on Justia Law

Plaintiff and Defendant entered into an asset purchase agreement (the Agreement) that contained a provision requiring submission of all disputes concerning the “validity, interpretation and enforcement” of the Agreement to an arbitrator for binding resolution. Plaintiff sued Defendant in federal district court, asserting claims for fraud and breach of contract arising out of the Agreement. Defendant answered the complaint, and the parties began discovery. Several months later, Plaintiff moved to stay proceedings pending arbitration. A magistrate judge denied the motion to stay on the ground that Plaintiff had waived its arbitral rights. The district judge summarily affirmed the denial of the stay. The First Circuit affirmed, holding that the district court did not err in concluding that Plaintiff, through its conduct, waived its right to demand arbitration. View "Joca-Roca Real Estate, LLC v. Brennan, Jr." on Justia Law

The Alabama Supreme Court consolidated cases that arose out of an action brought by Guy Willis against three defendants: Alaska Bush Adventures, LLC ("Alaska Bush") and Hugh and Ryan Krank (collectively, the defendants). The Kranks are the owners and operators of Alaska Bush, an outfitter that provided guided hunting trips in Alaska. In December 2011, Willis entered into a written contract with Alaska Bush pursuant to which Alaska Bush would lead a guided hunting trip in Alaska. Willis also claimed that he entered into a separate oral contract to hunt black bears during that guided hunting trip. The guided hunting trip took place in September 2012. A few months after the trip, Willis sued the defendants in Alabama seeking damages for breach of contract, misrepresentation, and suppression. Willis's claims against defendants centered primarily on his allegations that the equipment Alaska Bush provided for the hunting expedition was inadequate in number, unsafe, and inoperable, and he also alleged that he lost hunting time because the defendants were providing services to other hunters who were apparently not included in the guided hunting trip. Willis claimed that he lost most of his personal hunting equipment and had to leave the trip early because he "was caused to be thrown from an improperly repaired, inspected, and/or working motorized boat ...." Willis further alleged that the defendants misrepresented the quantity of wild game that would be available on the hunt. Willis filed an application for the entry of a default judgment against Ryan, and, on the following day, he filed a similar application against Alaska Bush and Hugh. On December 21, 2012, defendants filed an answer to Willis's complaint and an objection to Willis's applications for entry of a default judgment. Thereafter, defendants filed a motion to compel Willis to arbitration pursuant to an arbitration agreement found in the written contract. Defendants then each filed an individual motion to dismiss Willis's complaint for lack of personal jurisdiction. The trial court issued an order denying the defendants' respective motions to dismiss and their motion to compel arbitration. In case no. 1130184, defendants petitioned the Alabama Supreme Court for a writ of mandamus to challenge the denial of their motions to dismiss for lack of personal jurisdiction; in case no. 1130231, they appealed the trial court's denial of their motion to compel arbitration. The Supreme Court concluded after review that defendants were not entitled to mandamus relief on the jurisdiction question, but met their burden in their motion to compel arbitration. View "Willis v. Alaska Bush Adventures, LLC et al." on Justia Law

Plaintiff, an architectural firm, signed an agreement with the Rhode Island Department of Human Services (DHS) to provide architectural and engineering services for renovations at a state-owned property. A Blanket Purchase Agreement (BPA) referencing the agreement stated that the compensation was not to exceed a certain amount. When Plaintiff requested additional compensation without success, Plaintiff filed a complaint in the superior court seeking relief. The matter was held in abeyance while a statutory arbitration procedure was underway. The arbitrator concluded that, while Plaintiff rendered additional services to DHS, the additional work was not authorized under the BPA, and therefore, Plaintiff was not entitled to additional compensation. Plaintiff then filed a petition to compel arbitration in the superior court against DHS. The trial justice denied relief, concluding that Plaintiff’s claims were barred by the doctrine of res judicata. The Supreme Court affirmed, holding that the doctrine of res judicata barred Plaintiff’s claims. View "Torrado Architects v. R.I. Dep’t of Human Servs." on Justia Law

Regions Bank appealed a trial court's order denying its motion to compel arbitration in its dispute with Jerry Neighbors. Neighbors obtained a home loan from Regions in 1999. As part of the loan application, Neighbors executed a dispute-resolution agreement (DRA). In 2008, Neighbors modified the loan. Neighbors denied he signed the loan-modification agreement; he claimed that his signature on that document was forged. The loan-modification agreement also contained an arbitration provision. In 2013, Neighbors sued Regions, alleging that Regions had negligently and wantonly allowed an imposter to forge Neighbors's signature on the loan-modification agreement. Relying on the DRA, Regions moved to compel the arbitration of Neighbors's claims. Neighbors opposed the motion to compel, arguing that because the dispute in this case involved an alleged forgery, the dispute could not be subject to the provisions of the DRA. Neighbors also suggested that the DRA did not cover his claims because, pursuant to the terms of the judgment divorcing him and his wife, he stopped making payments on the original mortgage in 2006 when his ex-wife remarried. Although Neighbors characterized the dispute otherwise, the Supreme Court concluded that the dispute in this case concerned the scope of the DRA. Accordingly, the Supreme Court reversed the trial court's decision, and remanded the case for further proceedings.View "Regions Bank v. Neighbors" on Justia Law

NASDAQ conducted the initial public offering (IPO) for Facebook in May 2012. UBS subsequently initiated an arbitration proceeding against NASDAQ seeking indemnification for injuries sustained in the Facebook IPO, as well as damages for breach of contract, breach of an implied duty of good faith and fair dealing, and gross negligence. NASDAQ initiated a declaratory judgment action to preclude UBS from pursuing arbitration. The district court granted a preliminary injunction and UBS appealed. The court concluded that federal jurisdiction is properly exercised in this case; the district court properly decided the question of arbitrability because the parties never clearly unmistakably expressed an intent to submit that question to arbitration, and such an intent cannot be inferred where, as here, a broad arbitration clause contains a carved-out provision that, at least arguably covers the instant dispute; UBS's claims against NASDAQ are not subject to arbitration because they fall within the preclusive language of NASDAQ Rule 4626(a), and the parties specifically agreed that their arbitration agreement was subject to limitations identified in, among other things, NASDAQ Rules; and, therefore, the court affirmed the district court's order preliminarily enjoining UBS from pursuing arbitration against NASDAQ. The court remanded for further proceedings.View "NASDAQ OMX Grp., Inc. v. UBS Sec., LLC" on Justia Law

Valensa filed suit against Cyanotech for tortious interference with contract and breach of a confidentiality agreement. Cyanotech then moved to compel arbitration based on two contracts between the parties. The district court denied the motion. The court reversed and remanded where the district court erred when it refused to allow an arbitrator to decide whether their dispute is arbitrable under one of the parties' contracts because the parties clearly and unmistakably incorporated the rules of the American Arbitration Association into their arbitration provisions.View "U.S. Nutraceuticals, LLC v. Cyanotech Corp." on Justia Law

This case concerned a dispute between an insurance carrier (Plaintiff) and its insured (Defendant) regarding Plaintiff’s obligation to pay underinsured motorist benefits. An arbitration panel concluded that the issue of whether the relevant policy provisions provided coverage for the claim should be resolved under the choice of law rules governing claims sounding in tort, rather than claims sounding in insurance and contract, and therefore, that New Jersey law rather than Connecticut law governed Defendant’s claim for uninsured motorist benefits under the policy. The trial court vacated the arbitration award, and the Appellate Court affirmed. The Supreme Court affirmed, holding that the Appellate Court, in its opinion adopting the decision of the trial court, properly applied sections 6(2), 188 and 193 of the Restatement (Second), contract choice of law, to determine that Connecticut law governed the claim.View "Gen. Accident Ins. Co. v. Mortara" on Justia Law

America's Home Place, Inc. ("AHP") appealed a Circuit Court order denying AHP's motion to compel arbitration of the claims brought by the plaintiff below, Gregory Rampey. In August 2012, Rampey and AHP entered into a contract, the terms of which provided that AHP would construct a house for Rampey in Chambers County. AHP constructed the house; however, after he took possession of the house, Rampey began to notice "settlement and sinking of the foundation," which, according to Rampey, resulted in significant structural and other damage to the house. AHP attempted to stabilize the foundation and to repair the damage to the house that had occurred as a result of the unstable foundation; those efforts were unsuccessful. Upon review of the parties' arguments on appeal, the Supreme Court concluded the trial court erred in denying AHP's motion to compel arbitration. Therefore, the Court reversed the trial court's order and remanded the case with instructions to vacate the order denying the motion to compel arbitration and to enter an order granting AHP's motion to compel arbitration.View "America's Home Place, Inc. v. Rampey" on Justia Law