Justia Contracts Opinion Summaries

At issue in this appeal was a decision made by Appellee, Office of State Procurement (OSP), rejecting the protest submitted by Appellant, Fatpipe, Inc., of a contract award for the State's purchase of bandwidth equipment. Fatpipe sought judicial review of that decision. The circuit court granted OSP's motion to dismiss. The Supreme Court dismissed Fatpipe's appeal, holding that the circuit court lacked subject-matter jurisdiction to review the decision, as (1) Fatpipe was not among the class of entities entitled to lodge a protest against the contract award, and (2) OSP's decision, which merely determined that Fatpipe's protest could not be heard, was not subject to review under the APA.

This case began as a dispute over construction costs between Appellee TriBuilt Construction Group, LLC and Appellants NISHA, LLC and Centennial Bank. After Appellee filed suit against Appellants, the circuit court ordered arbitration with regard to Appellee's claims. Appellee subsequently decided to represent itself in the arbitration and circuit court proceedings. Appellants filed a petition for a permanent injunction requesting the circuit court to enjoin the corporation's officers, director, or employees from representing Tribuilt in the circuit court or arbitration proceedings. The circuit court denied Appellants' petition so far as it pertained to arbitration proceedings, holding (1) nonlawyer representation in an arbitration proceeding does not constitute the practice of law; and (2) an arbitrator, rather than the court, should determine issues regarding legal representation during arbitration proceedings. The Supreme Court reversed, holding (1) a corporate officer, director, or employee who is not a licensed attorney, engages in the unauthorized practice of law by representing the corporation in arbitration proceedings; and (2) issues regarding legal representation during arbitration proceedings fall squarely within the ambit of the court's constitutional powers and may not be decided by an arbitration body.

Metropolitan National Bank (MNB) loaned Grand Valley Ridge several million dollars for the completion of a subdivision. After Grand Valley failed to make its interest payments, MNB filed a petition for foreclosure. Grand Valley and Thomas Terminella, a member of Grand Valley (collectively, Appellants), filed an amended counterclaim alleging various causes of action. During the trial, the circuit court granted Appellants' motion to take a voluntary nonsuit of their claims of negligence and tortious interference with contract. The circuit court held in favor of MNB. The court subsequently granted MNB's petition for foreclosure and awarded a judgment against Appellants. Thereafter, Appellants filed a complaint alleging their original nonsuited counterclaims and adding additional claims. MNB moved to dismiss Appellants' complaint and filed a motion for sanctions. The circuit court granted both motions. The Supreme Court affirmed, holding, inter alia, (1) because Appellants brought claims clearly barred by the statute of limitations, the circuit court did not abuse its discretion in awarding sanctions; and (2) the circuit court properly granted summary judgment for MNB on Grand Valley's nonsuited issues based on the applicable statute of limitations.

Shipping Point Marketing (SPM), an independent shipper, and three other independent shippers engaged Western Brokerage (Western) to arrange for he transportation of produce from Arizona to Pennsylvania and New York. Hotfoot Logistics (Hotfoot), a transportation broker in Arkansas, agreed to transport the produce through Freight Ambulance (Freight), its carrier. Freight delivered the produce, but Hotfoot allegedly was not paid for the freight charges. Hotfoot and Freight filed suit against SPM, the other shippers, and Western for breach of contract and David and Louis Fishgold for fraud. Western and other shippers were dismissed on various grounds. The circuit court then dismissed the complaint on the basis that the circuit court lacked personal jurisdiction. The Supreme Court dismissed Hotfoot's and Freight's appeal without prejudice for lack of a final, appealable order, as a named defendant, one of the independent shippers, was never dismissed from the case.

Rudolph Slater was killed while operating a Yanmar tractor he purchased from Chris Elder Enterprises. The tractor had been manfactured by Yanmar Japan and later sold to Chris Elder Enterprises. Slater's wife, Wanda, filed a wrongful-death action against, among others, Yanmar Japan and Yanmar America, alleging claims for, inter alia, fraud, strict liability, breach of implied and express warranties, and negligence. The circuit court entered judgment in favor of Wanda, awarding her damages in the amount of $2.5 million. The Yanmar defendants appealed. The Supreme Court reversed and dismissed the case, holding (1) the circuit court lacked personal jurisdiction over Yanmar Japan, as there was no evidence to establish that Yanmar Japan had the requisite minimum contacts with the forum to warrant the exercise of general jurisdiction, and there was insufficient proof to show that personal jurisdiction could be predicated on the relationship between Yanmar Japan and its subsidiary, Yanmar America; and (2) the jury's finding that Yanmar America was negligent was not supported by substantial evidence, as Yanmar America owed no duty of care to Rudolph.

Employee was injured in an automobile accident while working for Employer. Employer had a state-certified workers' compensation plan in effect that provided coverage to Employee, and some of Employee's medical bills were paid by the workers' compensation carrier. Employee had a policy with State Farm that included no-fault medical coverage. State Farm, however, denied coverage to Employee under a policy exclusion that denied coverage for an insured if any workers' compensation law applied to the insured's bodily injury. Employee filed an action against State Farm, seeking recovery of benefits under the no-fault medical provision. The circuit court granted summary judgment in favor of State Farm. The Supreme Court affirmed, holding that Employer was entitled to judgment as a matter of law where, in accordance with previous precedent, the exclusion clearly applied in all scenarios where workers' compensation benefits either had been paid in whole or in part or could be paid in whole or in part.

Independence County and the City of Clarksville entered into a power purchase and sale agreement that included an arbitration provision. After the City informed the County that it was going to terminate the agreement, the County filed a motion to compel arbitration. The circuit court denied the motion, ruling that the arbitration agreement was unenforceable because (1) the City validly exercised its right to terminate the agreement, and without the revocation of the entire agreement, the City was released from the obligation to arbitrate; and (2) the arbitration agreement lacked mutuality of obligation. The Supreme Court affirmed, holding that the circuit court did not err in ruling that the arbitration agreement was unenforceable due to the absence of mutuality of obligation, and the arbitration agreement was void on that basis.

The Faigins owned a lot in the Diamante subdivision. Diamante asserted a lien on the Faigins' lot for failure to pay monthly membership dues and thereafter filed a complaint in foreclosure on the lot. The Faigins filed a motion for class certification so that they could be sued as representative parties on behalf of all lot owners in the Diamante subdivisions. The circuit court denied the motion. The Supreme Court affirmed, holding (1) although the circuit court abused its discretion by basing part of its decision on the question of commonality upon the ability of the proposed class to withstand a Ark. R. Civ. P. 12(b)(6) motion, (2) the element of commonality was lacking in this case where there were only seven lot owners who were in foreclosure and the Faigins' defenses to the complaint were not common to the overwhelming majority of the proposed class, and (3) because Ark. R. Civ. P. 23 requires that all elements be present before class certification is appropriate, and at least one element was lacking here, class certification was appropriately denied.

SSW Holding filed a complaint against BDO Seidman and other defendants, asserting several causes of action and seeking damages arising from a tax-advantaged investment strategy involving investments in distressed debt that SSW entered into and utilized on its federal tax returns for the 2001-2005 tax years. BDO filed an amended motion to compel arbitration and stay the motion, asserting that it and SSW entered into two consulting agreements that provided for arbitration before the American Arbitration Association. The circuit court denied the motion. The Supreme Court reversed, holding (1) SSW's claims fell within the scope of the arbitration provisions; and (2) the circuit court erred in finding that the arbitration provisions were unenforceable and invalid due to fraud and procedural and substantive unconscionability. Remanded.

After Kenneth Middleton was convicted of first-degree murder but before a judgment was entered against him in a wrongful-death suit, Kenneth conveyed property he owned in Arkansas to his brother. The sale was found to be fraudulent and was set aside by decree. Appellees, several individuals, filed a petition for writ of scire facias more than ten years later to allow more time to sell the property in an effort to satisfy the Missouri judgment. Appellants, the Middleton brothers, filed a motion for summary judgment, which the circuit court dismissed. Appellants subsequently filed a motion for clarification as well as a notice of appeal. Appellants' motion was subsequently deemed denied. Appellees then filed a motion to dismiss the appeal, arguing that a second notice of appeal was required after the denial of the consolidated motion for clarification. The Supreme Court denied Appellees' motion, holding that the notice of appeal in this case was effective.