Justia Contracts Opinion Summaries

Overhead Door Company of Indianapolis contracted with Blue Giant Equipment Corporation, a Canadian company, for the purchase of multiple dock levelers. After installation, Overhead experienced issues with the levelers and sued Blue Giant in federal court under diversity jurisdiction for breach of contract and warranty. Blue Giant moved to dismiss, citing a provision in its standard terms requiring arbitration in Ontario, Canada. The district court denied the motion, concluding that the standard terms were not incorporated into the parties' contract.The United States District Court for the Southern District of Indiana reviewed the case and denied Blue Giant's motion to dismiss. The court found that the mere reference to standard terms on a website was insufficient to incorporate those terms into the contract between Overhead and Blue Giant. Blue Giant appealed the decision.The United States Court of Appeals for the Seventh Circuit reviewed the case and reversed the district court's decision. The appellate court held that Blue Giant's reference to its Terms and Conditions on its website was sufficient to incorporate those terms into the contract. The court noted that the reference was conspicuous and provided Overhead with reasonable opportunity to take notice of the terms. The court concluded that the parties were obligated to resolve their dispute through arbitration in Ontario, Canada, as specified in the incorporated terms. The case was reversed and remanded for further proceedings consistent with this opinion. View "Garage Door Systems, LLC v Blue Giant Equipment Corp." on Justia Law

Kenneth Tilley sought financing from Malvern National Bank (MNB) for a real estate development project in 2009 and 2010, totaling $350,000. Tilley claimed MNB engaged in unfair dealings and sued for breach of contract, promissory estoppel, violations of the Arkansas Deceptive Trade Practices Act (ADTPA), tortious interference, negligence, and fraud. The case has been appealed multiple times, with the Arkansas Supreme Court previously reversing decisions related to Tilley's right to a jury trial.Initially, the Garland County Circuit Court struck Tilley's jury demand, which was reversed by the Arkansas Supreme Court. After remand, the circuit court reinstated a bench trial verdict, citing Act 13 of 2018, which was again reversed by the Supreme Court. On the third remand, MNB moved for summary judgment on all claims. The circuit court granted summary judgment, citing Tilley's reduction of collateral as a material alteration of the agreement, a rationale not argued by MNB. Tilley appealed this decision.The Arkansas Supreme Court reviewed the case and held that the circuit court did not violate the mandate by considering summary judgment. However, it was reversible error for the circuit court to grant summary judgment based on an unargued rationale. The Supreme Court affirmed summary judgment on Tilley's ADTPA, tortious interference, and negligence claims, finding no genuine issues of material fact. However, it reversed and remanded the summary judgment on Tilley's breach of contract, promissory estoppel, and fraud claims, determining that there were disputed material facts that required a jury trial. The case was remanded for further proceedings consistent with this opinion. View "Tilley v. Malvern National Bank" on Justia Law

Badlia Brothers, LLC, a check-cashing business, cashed 15 checks issued by the State of Maryland. These checks had already been paid by the State before Badlia presented them for payment. Some checks were deposited using a mobile app, creating "substitute checks," and were then fraudulently or negligently presented to Badlia. Others were reported lost or stolen, leading the State to issue stop payment orders and replacement checks, which were also cashed by Badlia. Badlia accepted the checks without knowledge of prior payments and sought payment from the State, which refused.Badlia filed complaints in the District Court of Maryland, claiming the right to enforce the checks as a holder in due course. The court consolidated the cases, ruled that the State enjoyed qualified immunity, and dismissed the cases. The Circuit Court for Baltimore City reversed, holding that a check is a contract, and thus, the State had waived sovereign immunity. On remand, the District Court found that Badlia was a holder in due course entitled to enforce the checks. The Circuit Court affirmed, and the State petitioned for certiorari.The Supreme Court of Maryland reviewed the case and held that a check is a contract for purposes of the State’s waiver of sovereign immunity under § 12-201(a) of the State Government Article. The court affirmed the Circuit Court's decision, concluding that the State has waived sovereign immunity for claims by a holder in due course seeking payment on an authorized State-issued check. View "Comptroller v. Badlia Brothers, LLC" on Justia Law

Plaintiff Vanguard Pai Lung, LLC, a manufacturer and distributor of high-speed circular knitting machines, sued its former president and CEO, William Moody, and his associated entities, Nova Trading USA, Inc., and Nova Wingate Holdings, LLC. The lawsuit stemmed from an investigation by Pai Lung Machinery Mill Co. Ltd., which owns a majority interest in Vanguard Pai Lung, revealing alleged fraud and embezzlement by Moody. Plaintiffs brought sixteen claims, including fraud, conversion, embezzlement, unfair and deceptive trade practices, and unjust enrichment. Defendants counterclaimed with twelve claims primarily based on alleged breaches of contract.The Superior Court of Mecklenburg County, designated as a mandatory complex business case, heard the case. After a jury found in favor of the plaintiffs on several claims, including fraud and conversion, defendants filed post-trial motions, including a motion for judgment notwithstanding the verdict (JNOV). The business court ruled that several issues raised in the JNOV motion were not preserved because they were not included in the directed verdict motion. The court also denied defendants' other post-trial motions on the merits.The Supreme Court of North Carolina reviewed the case. The court affirmed the business court's decision, endorsing the rule that to preserve an issue for a JNOV motion under Rule 50(b), the movant must have timely moved for a directed verdict on that same issue. The court agreed that the business court correctly determined that several of defendants' arguments were not preserved and properly rejected the remaining post-trial arguments on the merits. The Supreme Court affirmed the judgment and post-trial orders of the business court. View "Vanguard Pai Lung, LLC v. Moody" on Justia Law

Island Girl Outfitters, LLC (IGO) operated a store called Hippie Gurlz at Eastern Shore Centre, an outdoor shopping mall owned by Allied Development of Alabama, LLC. IGO signed a five-year lease in late 2020 but closed the store after the first year due to slow sales. Allied Development filed a complaint in Baldwin Circuit Court seeking rent and other damages under the lease. The trial court entered a $94,350 judgment in favor of Allied Development against IGO and its owner, Anthony S. Carver, who had personally guaranteed the lease.The Baldwin Circuit Court granted partial summary judgment in favor of Allied Development, finding no genuine issues of material fact regarding IGO's liability for breaching the lease. The court then held a hearing to determine damages, ultimately awarding Allied Development $94,350. IGO and Carver appealed, arguing that Allied Development failed to market and maintain the mall adequately and that they should not be liable for future rent since the storefront was relet shortly after they vacated.The Supreme Court of Alabama reviewed the case de novo regarding the liability determination and under the ore tenus rule for the damages award. The court found that IGO and Carver failed to show that Allied Development had a contractual duty to market and maintain the mall in a specific manner. Therefore, the trial court's summary judgment on liability was affirmed. Regarding damages, the absence of a transcript from the damages hearing meant the court had to presume the trial court's findings were correct. Consequently, the $94,350 judgment was affirmed. View "Island Girl Outfitters, LLC v. Allied Development of Alabama, LLC" on Justia Law

Stewart Dubose took over Radco Fishing and Rental Tools, Inc. from his father, John Dubose Sr., and sought to increase the company's cash flow by engaging Commercial Resources, Inc. for an accounts receivable line of credit. Stewart personally guaranteed the debt. Commercial Resources advanced over two million dollars to Radco, but payments ceased in 2015. John Dubose later took control of Radco and began liquidating its assets. Stewart and John settled a separate dispute, agreeing to sell Radco to Dynasty Energy Services, LLC, which assumed Radco's liabilities.Commercial Resources filed a lawsuit against Radco, Stewart, and Dynasty for the outstanding debt. Radco and Dynasty counterclaimed, alleging various defenses and claims against Commercial Resources. The case proceeded to trial, where the court granted a directed verdict against Radco and Stewart, finding them liable for the debt. The jury found Dynasty liable for $448,528.60 but awarded zero damages against Radco and Stewart. The trial court later amended the judgment to hold Radco, Stewart, and Dynasty jointly liable for the debt.The Supreme Court of Mississippi reviewed the case and affirmed the trial court's decisions. The court found no error in the trial court's grant of partial summary judgment dismissing Radco and Dynasty's affirmative defenses due to their delay in pursuing them. The court also upheld the trial court's decision to admit parol evidence, finding the Purchase Agreement ambiguous. The court affirmed the directed verdict against Radco and Stewart, agreeing that Stewart had authority to enter the agreement and that Radco ratified it. The court found no error in the jury instructions or the trial court's denial of post-trial motions. The court also upheld the trial court's award of attorneys' fees to Commercial Resources, finding it appropriate under the contractual provisions. View "Radco Fishing and Rental Tools, Inc. v. Commercial Resources, Inc." on Justia Law

Six4Three, LLC developed an app called "Pikinis" that allowed users to search for photos of people in bathing suits on Facebook. Six4Three sued Facebook, Inc. and six individuals, alleging a "bait-and-switch" scheme where Facebook initially provided developers with access to data but later restricted it. Six4Three claimed this restriction harmed their business.The case began in April 2015, with Six4Three filing against Facebook. Facebook responded with demurrers, leading to multiple amended complaints. The trial court allowed new causes of action but not new defendants. Six4Three filed a third amended complaint and sought to add individual defendants through a writ of mandate. The trial court sustained some demurrers and granted summary adjudication on certain damages. Six4Three's fourth amended complaint included eight causes of action against Facebook. Facebook filed an anti-SLAPP motion, and the trial court initially denied it as untimely but granted the individual defendants' anti-SLAPP motion. On appeal, the denial of Facebook's motion was affirmed, but the individual defendants' motion was remanded for reconsideration.The California Court of Appeal, First Appellate District, reviewed the case. The court found that the trial court did not abuse its discretion in considering Facebook's untimely anti-SLAPP motion after granting the individual defendants' motion. The court also held that Six4Three failed to demonstrate the commercial speech exception to the anti-SLAPP statute and did not show a probability of prevailing on its claims. The court affirmed the trial court's orders granting the anti-SLAPP motions and awarding $683,417.50 in attorney fees to the defendants. The court concluded that section 230 of the Communications Decency Act barred Six4Three's non-contract claims and that Six4Three did not show a probability of prevailing on its breach of contract claim. View "Six4Three v. Facebook" on Justia Law

Real Time Medical Systems, LLC provides analytics services to skilled nursing facilities by accessing health records from PointClickCare Technologies, Inc., which operates a system hosting patients’ electronic health records. Real Time uses automated bots to access these records. PointClickCare, citing security and performance concerns, blocked users suspected of using bots. Real Time sued to stop PointClickCare from restricting its access, and the district court granted a preliminary injunction in favor of Real Time.The United States District Court for the District of Maryland granted Real Time a preliminary injunction, finding that PointClickCare’s actions likely constituted information blocking under the 21st Century Cures Act. The court concluded that Real Time was likely to succeed on the merits of its claims for unfair competition and tortious interference with contracts. The court also found that Real Time would suffer irreparable harm without the injunction, that the balance of equities favored Real Time, and that the public interest supported granting the injunction.The United States Court of Appeals for the Fourth Circuit reviewed the case and affirmed the district court’s decision. The Fourth Circuit agreed that Real Time was likely to succeed on the merits of its unfair competition claim, as PointClickCare’s actions likely violated the Cures Act’s prohibition on information blocking. The court found that PointClickCare failed to demonstrate that any exceptions to the information-blocking provision applied. The court also agreed that Real Time would suffer irreparable harm without the injunction, that the balance of equities favored Real Time, and that the public interest supported the injunction. The court concluded that the district court did not abuse its discretion in granting the preliminary injunction. View "Real Time Medical Systems, Inc. v. PointClickCare Technologies, Inc." on Justia Law

The case involves a dispute between several car dealers (Thornhill Auto Group, Moses Ford, and Astorg Ford of Parkersburg) and Ford Motor Company. The dealers had renovated their facilities to meet Ford's Trustmark standards under a voluntary Facility Assistance Program, which provided matching funds up to $750,000. These renovations included specific franchisor image elements required and approved by Ford. Later, Ford introduced the Lincoln Commitment Program (LCP), which offered additional incentives for dealers who constructed exclusive Lincoln facilities, known as Vitrine facilities. The dealers did not meet the new LCP standards and thus did not receive the full incentives.The dealers filed a lawsuit in the United States District Court for the Southern District of West Virginia, arguing that Ford's actions violated West Virginia Code section 17A-6A-10(1)(i). This statute prohibits manufacturers from requiring dealers to replace or substantially alter franchisor image elements installed within the preceding ten years if those elements were required and approved by the manufacturer. The district court found that the issue was a question of first impression and certified the question to the Supreme Court of Appeals of West Virginia.The Supreme Court of Appeals of West Virginia held that the ten-year grandfather clause in West Virginia Code section 17A-6A-10(1)(i) applies to the dealers. The Court found that the dealers' renovations under the Facility Assistance Program, which included franchisor image elements required and approved by Ford, fell within the statute's protection. Therefore, Ford could not require the dealers to replace or substantially alter those elements within ten years of their installation. The Court answered the certified question in the affirmative and remanded the case to the district court for further proceedings. View "West Virginia Automobile and Truck Dealers' Association v. Ford Motor Co." on Justia Law

Golden Gate/S.E.T. Retail of Nevada, LLC, purchased an underground storage tank from Modern Welding Company of California, Inc. in 2008, which came with a one-year express warranty. In 2016, Golden Gate discovered a crack in the tank and sought replacement under the warranty, but Modern refused, citing the expired warranty. Golden Gate sued Modern, among others, initially for negligence and breach of express warranty, later amending the complaint to include a breach of implied warranty claim.The Second Judicial District Court in Washoe County granted summary judgment in favor of Modern, finding that both the express and implied warranty claims were time-barred. The court also awarded Modern attorney fees and costs. Golden Gate appealed, arguing that the discovery rule should toll the statute of limitations for the implied warranty claim.The Supreme Court of Nevada reviewed the case and held that discovery tolling does not apply to breach of implied warranty claims under the Nevada Uniform Commercial Code (UCC). The court emphasized that NRS 104.2725(2) specifies that a cause of action for breach of warranty accrues upon delivery of the goods, regardless of the buyer's knowledge of the breach. Therefore, Golden Gate's implied warranty claim, filed in 2019, was time-barred as the statute of limitations expired in 2012.Additionally, the Supreme Court found no abuse of discretion in the district court's award of attorney fees to Modern. The court affirmed the district court's judgment, including the summary judgment and the post-judgment award of attorney fees. View "Golden Gate/S.E.T. Retail of Nevada, LLC v. Modern Welding Co. of California, Inc." on Justia Law