Justia Contracts Opinion Summaries

Landlord Downtown Barre Development appealed a trial court's denial of its request for declaratory relief. Landlord argued that Tenant GU Markets of Barre, LLC established a corporate structure that entitled it to terminate the parties' commercial lease.  Landlord claimed the trial court erred by not considering Tenant's conduct when deciding whether tenancy under the terms of their agreement could be terminated.  Upon review of the lease and the applicable legal authority, the Supreme Court concluded that the essence of Landlord's claim was for "anticipatory repudiation." Even assuming Landlord could rely on this common law principle, Tenant had not indicated to Landlord an intent to breach, nor did Tenant commit an act to render it "unable to perform." Accordingly, because the language of the lease was clear and unambiguous and Tenant's conduct did not constitute notice as required by the plain language of the lease, the Court affirmed the trial court's ruling that landlord was not entitled to terminate the agreement on this ground.

In one of Plaintiff Leprino Foods Company's warehouses, flavoring compounds derived from nearby-stored fruit products contaminated a large quantity of cheese. Leprino's "all-risk" insurance policy with Defendant Factory Mutual Insurance Company excluded contamination unless with was caused by "other physical damage." When Factory Mutual refused coverage on the basis of the contamination exclusion, Leprino sued. A jury determined that the contamination was caused by other physical damage and therefore was covered by the Factory Mutual insurance policy. On appeal, Factory Mutual contended the verdict was not supported by the evidence presented at trial. Specifically, Factory mutual argued that: (1) expert testimony was not presented to prove causation; (2) the jury instructions pertaining to Leprino's cold-storage guidelines were given in error; and (3) Leprino's damages should have been reduced by its settlement with the warehouse. Upon review of the trial record and applicable legal authority, the Tenth Circuit found that Leprino presented sufficient evidence with regard to expert testimony to prove causation. The Court did not find jury instructions to be erroneous. The Court did agree that Leprino's damages should be reduced by the amount of the settlement received from the warehouse. The Court therefore affirmed part and reversed part of the lower court's decisions and remanded the case for recalculation of damages.

TradeComet brought this action against Google for alleged violations of the Sherman Act, 15 U.S.C. 1, 2, arising out of TradeComet's use of Google's "AdWords" search engine advertising platform. Google filed a motion to dismiss pursuant to Federal Rule of Civil Procedure 12(b)(1) and 12(b)(3) for lack of subject matter jurisdiction and improper venue because TradeComet had accepted the terms and conditions associated with participation in its AdWords program, which included a forum selection clause requiring TradeComet to file suit in state or federal court in Santa Clara County, California, not in New York. At issue was whether a district court called upon to enforce a forum selection clause was required to enforce it pursuant to 28 U.S.C. 1404(a) whenever the clause permitted suit in an alternative forum. The court held that a defendant could also seek enforcement of a forum selection clause in these circumstances through a Rule 12(b) motion to dismiss. Therefore, in an accompanying summary order, the court affirmed the district court's dismissal of TradeComet's complaint.

XMH sought Chapter 11 bankruptcy relief and obtained permission to sell a subsidiary's assets (11 U.S.C. 363), indicating that a contract between the subsidiary and WG would be assigned to purchasers. WG objected, claiming that the contract was a sublicense of a trademark and could not be assigned without permission. The bankruptcy judge agreed with WG, but allowed XMH to renegotiate so that the subsidiary would retain title to the contract but the purchasers would assume all duties and receive all fees. The district court granted a motion substituting the purchasers for XMH and ruled that the order barring assignment was erroneous. First holding that the order was appealable and that it should exercise jurisdiction despite the absence of the bankruptcy trustee as a party, the Seventh Circuit affirmed. If WG had wanted to prevent assignment, it could have identified the contract as a trademark sublicense to trigger a default rule that trademark licenses are assumed to be not assignable. The contract was not simply a sublicense: WG retained control over "all other aspects of the production and sale of the Trademarked Apparel." Such a designation would have been more effective than a clause forbidding assignment because it would have survived bankruptcy.

This case involved two related oil and gas mineral lease disputes that were jointly tried. At issue was whether limitations barred the Marshalls' (respondents and lessors) fraud claim against BP America Production Co., et al. (the lessee and operator), and whether Vaquillas Ranch Co., Ltd., et al. (lessors) lost title by adverse possession after Wagner Oil Co. (successors-in-interest) succeeded to BP's interests, took over the operations, and produced and paid Vaquillas royalties for nearly twenty years. The court held that because the Marshalls' injury was not inherently undiscoverable and BP's fraudulent representations about its good faith efforts to develop the well could have been discovered with reasonable diligence before limitations expired, neither the discovery rule nor fraudulent concealment extended limitations. Accordingly, the Marshalls' fraud claims against BP were time-barred. The court further held that by paying a clearly labeled royalty to Vaquillas, Wagner sufficiently asserted its intent to oust Vaquillas to acquire the lease by adverse possession.

C.R. Weaver ordered a coffee urn from defendant Advanced Restaurant Supply for use by Glacier Kitchens, a corporation in which Weaver owns the majority of the shares. Advanced Restaurant sent a coffee urn it ordered from defendant Wilbur Curtis Manufacturing. Glacier Kitchens used the urn to provide drink for forest firefighters under its food service contract with the United States Forest Service (USFS). The coffee urn ultimately malfunctioned, and, later, Glacier Kitchens' contract with the USFS was terminated by USFS. Weaver sued defendants for breach of contract, alleging that a contract attached when he ordered the coffee urn. The district court granted summary judgment to defendants, finding that Weaver, as a shareholder in Glacier Kitchens, lacked standing to bring a claim that belonged to the corporation. The Supreme Court affirmed, holding (1) the district court properly granted summary judgment to defendants; and (2) the district court properly awarded costs to defendants.

Viasystems, Inc., a Missouri-based corporation, filed suit against EBM-Papst St. Georgen GmbH & Co., KG (St. Georgen), a German corporation, alleging several claims in contract and tort. At issue was whether the district court properly concluded that it had neither specific nor general personal jurisdiction over St. Georgen and granted its motion to dismiss. The court held that Viasystems failed to establish a prima facie case that specific and general jurisdiction could be asserted over St. Georgen. The court also held that the district court did not abuse its discretion in denying Viasystems' motion for jurisdictional discovery. Therefore, because St. Georgen did not have sufficient "minimum contacts" with Missouri, the maintenance of the suit would offend "traditional notions of fair play and substantial justice." Accordingly, the court affirmed the dismissal of the case.

Plaintiff sued to recover a "break-up fee" it claimed was owed to it under the letter of intent the parties executed in relation to a negotiated sale of defendants' assets and real estate properties. At issue was whether the district court properly granted summary judgment in favor of defendants, holding that no break-up fee obligation had been triggered. The court held that there were genuine issues of material fact as to whether actual negotiations had terminated and therefore, the court reversed the order of summary judgment and remanded the case for further proceedings.

This appeal arose out of a contest for control of Trans-Resources, Inc., a Delaware corporation, where plaintiffs brought a Court of Chancery action under 8 Del. C. 225 against defendant to determine which stockholder group possessed the majority voting interest entitled to elect the Trans-Resources board of directors. The court affirmed the judgment of the Court of Chancery in so far as it embodied and implemented the rulings in the Merits and Spoliation Opinions; and reversed to the extent it adjudicated the beneficial ownership of the Orly Trust Shares and the Genger Shares based on the determinations made in its August 9, 2010 Side Letter Opinion and August 18, 2010 Final Judgment Order.

Defendant appealed from the district court's award of attorney's fees to plaintiff in a breach of contract and negligence suit where plaintiff hired defendant to investigate land and provide a design that would allow for construction of plaintiff's stores on the site. The parties entered into a geotechnical services contract, which provided that "[e]ach party shall bear its own expenses of litigation," and a testing and inspection contract which included an indemnification clause. At issue was whether, under Mississippi law, the contractual agreement between the parties permitted for an award of attorney's fees, and if so, whether the district court's fee award was an abuse of discretion. Having found that the testing and inspection contract was the only basis for an award of attorney's fees, the court held that the district court's fee award was an abuse of discretion. Accordingly, the court vacated the award of attorney's fees and remanded for further proceedings.