Justia Contracts Opinion Summaries

First Franklin Financial Corporation and Jason Gardner attended foreclosure mediation. The parties disputed the outcome of the mediation. Gardner argued that the parties reached a binding agreement requiring First Franklin to offer a trial loan modification plan to Gardner and subsequently filed a motion for sanctions. The district court granted the motion and ordered First Franklin to pay monetary sanctions and to enter into a loan modification with Gardner on the terms agreed upon by the parties at foreclosure mediation. First Franklin filed an interlocutory appeal. The Supreme Court granted the appeal and held that the motion court did not err (1) in finding that Gardner and First Franklin entered into a binding agreement requiring First Franklin to offer the loan modification to Gardner; and (2) in finding that First Franklin did not mediate in good faith and in granting Gardner's motion for sanctions. View "First Franklin Fin. Corp. v. Gardner" on Justia Law

Plaintiffs commenced a lawsuit against several power companies alleging that the Colstrip power facility, which bordered land owned by Plaintiffs, contaminated groundwater under their property. The parties proceeded with mediation after three years of litigation. The mediation ended with the transmission of a memorandum of understanding (MOU) to the parties' counsel. After some of Plaintiffs expressed reservations about accepting the settlement, the power companies filed a motion to enforce the settlement agreement, arguing that the MOU was a written and signed settlement agreement. After a hearing, the district court granted the motion to enforce the settlement agreement, finding that the MOU was a binding, enforceable settlement agreement. The Supreme Court affirmed, holding that the district court (1) did not err by finding the MOU was an enforceable settlement agreement; (2) did not err by allowing parol evidence to change an option to purchase into a right of first refusal; and (3) erred in admitting evidence protected by the mediation confidentiality statute, but the error was harmless. View "Kluver v. PPL Mont., LLC" on Justia Law

Blue Cross and Blue Shield of Montana (BCBS) signed an employment agreement with Plaintiff containing a clause to compel arbitration for any disputes regarding the employment agreement. After Plaintiff's employment was terminated, Plaintiff brought an action against BCBS claiming that BCBS violated the Wrongful Discharge from Employment Act (WDEA). Plaintiff, however, could bring a WDEA claim only if she did not have a written contract of employment for a specific term. The district court compelled arbitration to allow the arbitrator to determine in the first instance whether Plaintiff had a term employment contract. The Supreme Court affirmed the district court's order to compel arbitration, holding that because the instant dispute implicated the terms or provisions of the employment agreement, the district court correctly determined that an arbitrator should decide, in the first instance, whether Plaintiff was an at-will employee or whether she had a term contract. View "Marsden v. Blue Cross & Blue Shield of Mont., Inc." on Justia Law

This appeal involved litigation between Coverall North America, Inc. and its franchisees. Proceeding under federal diversity jurisdiction, the franchisees asserted a variety of state-law claims against Coverall. Which of the various plaintiffs were subject to the arbitration provisions of the Franchise Agreement was at issue in this appeal. Appellees were a subgroup of Plaintiffs who became Coverall franchisees by signing consent to transfer agreements, which by reference incorporated under franchise agreements that contained arbitration clauses. The district court determined that Appellees did not have to arbitrate their claims against Coverall because they did not have adequate notice of the arbitration clauses contained in the franchise agreements. The First Circuit Court of Appeals reversed, holding that the district court erred because (1) Massachusetts law, which governed this dispute, did not impose any such special notice requirement upon these commercial contractual provisions; and (2) in any event, any special notice requirement would be preempted by the Federal Arbitration Act. View "Awuah v. Coverall N.A., Inc. " on Justia Law

A general contractor (Carlisle) for a construction project contracted with Plaintiff to perform carpentry work for the project. A bond was issued for the project. Carlisle was the principal on the bond, and International Fidelity Insurance Company (IFIC) was the surety. Plaintiff later filed suit against Carlisle and IFIC seeking to recover payment for the work it performed. The arbitrator issued two amended awards. Plaintiff moved the superior court to confirm the second amended awarded concerning Carlisle's liability and to modify it as to IFIC. The trial justice remanded the matter back to the arbitrator for a determination as to IFIC's liability. The arbitrator on remand found that both Carlisle and IFIC were liable to Plaintiff for $43,543. The trial justice confirmed the post-remand arbitration award. The Supreme Court affirmed but on different grounds, holding (1) the second amended award should have been vacated under R.I. Stat. 37-16-18(2), and the trial justice was authorized, under section 37-16-19, to remand the case to the same arbitrator for a hearing; and (2) because the remand in this case accomplished the same result that could have been accomplished under section 37-16-18 and 37-16-19, the judgment was affirmed. View "Drago Custom Interiors, LLC v. Carlisle Bldg. Sys., Inc." on Justia Law

This consolidated appeal stemmed from a lawsuit in which Mark Wolgin sued various entities alleging wrongdoing surrounding his 2006 purchase of a condominium on the Gulf Coast. In case #2010-CA-00653-SCT, Wolgin appealed the Chancery Court's decision to dismiss two credit reporting agencies (Trans Union LLC and Experian Information Solutions, Inc. ("Experian")), finding that claims against them were preempted by the Fair Credit Reporting Act ("FCRA"). In case #2010-CA-01177-SCT, the broker for the sale, The Power Broker, Inc. ("Power Broker"), appealed the Chancery Court's decision to order discovery on the scope of the mandatory arbitration clause in the "Contract for the Sale and Purchase of Real Estate" instead of fully granting its "Motion to Compel Arbitration." Regarding Wolgin's appeal, the Supreme Court affirmed the trial court's order dismissing the credit reporting agencies, as Wolgin's claims are preempted by the FCRA. As to Power Broker's appeal, the Court reversed the trial court judgment ordering discovery and remanded the case with instructions to stay the proceedings and refer the matter to arbitration. View "Wolgin v. Experian Information Solutions, Inc." on Justia Law

A collective-bargaining agreement between Baltimore County and Baltimore County Fraternal Order of Police, Lodge 4 (FOP) contained an arbitration clause and a retiree health-insurance provision. FOP believed the provision locked in place the health-insurance subsidy as it existed at the time of an officer's retirement. After the agreement expired and the County decreased the health-insurance subsidy, FOP initiated arbitration. The County protested, arguing (1) it had no duty to arbitrate because the collective-bargaining agreement had expired, and (2) the health-insurance subsidy was not locked in place but was subject to change from year to year. FOP was successful in arbitration and on appeal before the circuit court, but the court of special appeals vacated the arbitration award. The Court of Appeals reversed, holding (1) an arbitration clause may survive the expiration of a collective bargaining agreement when it concerns rights that vested during the life of the agreement; and (2) when deciding the issue of arbitrability requires interpretation of the underlying agreement and consideration of the merits of the dispute, the issue of arbitrability should initially be determined by the arbitrator. View "Baltimore County Fraternal Order of Police Lodge v. Baltimore County" on Justia Law

This case was before the Supreme Court upon the appeal of Petitioner from an order of the circuit court granting Respondents' motion for summary judgment and dismissing Petitioner's lawsuit. The court ruled that arbitration clauses in Petitioner's investment contracts were not unconscionable and enforceable. Petitioner alleged the circuit court erred in (1) requiring him to prove the arbitration clauses in the paries' agreements were independently enforceable under federal law rather than applying West Virginia law and finding those agreements unenforceable; (2) failing to find the agreements' arbitration clauses independently unenforceable; (3) refusing to find one respondent's deposition testimony an unresponsive and evasive effort to deprive Petitioner of any opportunity to conduct meaningful discovery; and (4) failing to enforce a respondent's offer to repay Petitioner. The Supreme Court reversed, holding that the circuit court's order lacked the findings of fact and conclusions of law necessary for the Supreme Court to conduct a meaningful appellate review. View "Grayiel v. Appalachian Energy Partners 2001-D, LLP" on Justia Law

The United States court of appeals certified a question to the West Virginia Supreme Court that concerned two areas of state law: the law of contract formation and the doctrine of unconscionability. The question from the court of appeals arose from a contract that contained an arbitration provision requiring one party to the contract to arbitrate all of their claims but allowed the other party to file a lawsuit for some of its claims. A federal district court previously determined that the arbitration provision was not enforceable because it lacked mutuality of obligation and mutuality of consideration. The Supreme Court concluded (1) West Virginia's law of contract formation only required that a contract as a whole be supported by adequate consideration, and hence, a single clause within a multi-clause contract does not require separate consideration when the contract as a whole is supported by adequate consideration; but (2) under the doctrine of unconscionability, a trial court may decline to enforce a contract clause, such as an arbitration provision, if the obligations or rights created by the clause unfairly lack mutuality. View "Dan Ryan Builders, Inc. v. Nelson" on Justia Law

Southeast Construction, L.L.C. ("SEC") appealed a circuit court's judgment and WAR Construction, Inc. ("WAR") filed a cross-appeal (which was treated as a petition for a writ of mandamus). The matter came before the Supreme Court following the appeal of the entry of the arbitration panel's ruling on the parties' respective construction contract claims. The decision resulted in a net award to WAR of $373,929. SEC filed a motion for modification of the award. WAR responded with a "Motion for Clerk's Entry of Arbitration Award as Final Judgment" pursuant to Rule 71C, Ala. R. Civ. P. The circuit court entered an order in which it declined to have the award entered as a judgment at that time. Eventually the court did enter an order based upon the arbitration award, and the parties appealed. "Given the nature of the award made by the arbitrators in this case and the nature of the resulting judgment the circuit court properly ordered the clerk to enter, it is apparent that the circuit court must take some additional responsibility for enforcing that award and the resulting judgment. To the extent WAR complain[ed] in its petition of the circuit court's reluctance to do so, [the Supreme Court agreed] with WAR" and, accordingly, ordered the circuit court to take appropriate action to enforce the judgment it has entered based upon the arbitrators' award. View "Southeast Construction, L.L.C. v. WAR Construction, Inc. " on Justia Law