Justia Contracts Opinion Summaries

The SEC brought a civil action against defendant alleging that, as an outside director of Engineered Support Systems, Inc. (ESSI), he violated numerous federal securities laws by participating in the grant of backdated, "in-the-money" stock options to ESSI officials including his father. At issue was the district court's grant of defendant's Fed. R. Civ. Pro. 50(a)(1) motion for judgment as a matter of law. The court agreed with the district court's conclusion that the SEC had failed to prove the requisite elements of scienter and negligence. The court also held that there was no clear abuse of discretion in excluding any reference to the Incentive Stock Option Agreement between defendant's father and ESSI. Accordingly, the court affirmed the judgment of the district court.

This case stemmed from a distributor agreement (Agreement) granting Southern Wine & Spirits of Nevada (Southern) "the exclusive right to sell and distribute" bottled water products supplied by Mountain Valley Spring Company (Mountain Valley) within a seventeen-county region around Las Vegas, Nevada. The parties appealed in part the district court's judgment. The court held that the district court did not err when it determined that the Agreement was for a perpetual term where the parties contemplated the duration of their relationship and agreed to a term that ended only by mutual consent or specific acts of default and when it denied Mountain Valley's renewed motion for judgment as a matter of law on Southern's implied covenant of good faith and fair dealing claim. The court held, however, that the district court erred when it set aside the jury's verdict on Mountain Valley's claim for breach of the implied covenant of good faith and fair dealing. Accordingly, the court affirmed in part and reversed in part.

This case stemmed from a contractual arrangement known as a "cash-settled total return equity swap agreement" between the parties. The parties appealed the judgment of the district court finding defendants in violation of section 13(d) of the Williams Act, 15 U.S.C. 78m(d), and permanently enjoining them from future violations. The court considered only whether a section 13(d) violation occurred with respect to CSX shares owned outright by defendants acting as a group. Because the district court did not make findings sufficient to permit appellate review of a group violation of section 13(d) with respect to outright ownership of CSX shares, the court remanded for further consideration. An earlier order affirmed the denial of an injunction against the voting of shares acquired by defendants while they were not in compliance with section 13(d). The court explained that ruling on the ground that injunctive "sterilization" of shares was not available when shareholders had adequate time to consider the belated Williams Act disclosures before the relevant shareholder's vote. Accordingly, the court affirmed in part, vacated in part, and remanded in part.

This action arose from a technology-sharing relationship between plaintiffs and defendant where plaintiffs brought suit against defendant in January 2009 for, among other things, breach of contract based on defendant's alleged failure to perform its end of a bargain the parties had struck. Both parties filed cross motions for summary judgment. Having considered the parties' extensive submissions and their presentations at the argument held on March 1, 2011, the court decided to deny both motions because numerous issues of material fact remained in dispute. Nonetheless, the court made several summary judgment findings pursuant to Federal Rule of Civil Procedure 56(d) regarding certain discrete issues where the facts were without substantial controversy.

In 2006, Appellant Yvan Safar contracted with developer Per Bjorn-Roli to construct a 12-unit condominium project. Appellee Wells Fargo agreed to finance the project. By early 2007, the developer paid Appellant the entire amount of his contract, and Wells Fargo disbursed the entire loan, but the units were not complete. Appellant allegedly used his own funds to meet his payroll needs on the project. The project overran its budget, and Wells Fargo had to foreclose. Appellant contended that the bank promised to reimburse him for monies he spent in contemplating the completion of the project. After trial, the superior court found that Wells Fargo made no enforceable promise to Appellant to reimburse him. Upon review, the Supreme Court found that the bank did not make any promise or commitment to Appellant sufficient to meet the "actual promise" element of promissory estoppel. Accordingly, the Court affirmed the lower court's dismissal of Appellant's case.

This case centered on a dispute between Jack Link and his two sons, Jay and Troy. Jack and Troy filed suit against Jay seeking specific performance of an agreement that would require Jay to surrender his shares in Link Snacks. Jay filed counterclaims alleging Jack and Troy had breached fidicuiary duties owed to Jay by squeezing Jay out of Link Snacks to buy Jay's shares. The circuit court (1) granted specific enforcement of the agreement; (2) concluded that Jay had not been oppressed by Jack and Troy; and (3) remitted the jury's punitive damages award against Jack for breaching fiduciary duties to Jay. The court of appeals granted Jack partial dismissal of Jay's appeal and reversed the circuit court order remitting the punitive damages award against Jack. The Supreme Court affirmed in part and reversed in part, holding (1) the circuit court erred in remitting the award of punitive damages against Jack; (2) the court of appeals properly rejected Jay's oppression claim; and (3) Jay did not, under the benefit-estoppel doctrine, waive his right to appeal the circuit court's decision to limit the evidence Jay could present regarding his theory of damages relating to his breach of fiduciary duty claims. Remanded.

Plaintiff appealed from a judgment granting defendant's motion to dismiss as untimely plaintiff's complaint, which alleged breach of fiduciary duty, intentional misrepresentation, negligent misrepresentation, and conspiracy to commit those three offenses. At issue was whether the district court properly ruled that tolling of the untimely claims, on the basis of defendant's continuing concealment, was unwarranted. The court affirmed and held that the lawsuit, commenced on April 2004, arose from an injury suffered no later than June 2000 and therefore, was barred by the applicable statute of repose, Conn. Gen. Stat. 52-577. The court also held that plaintiff could not seek the safe harbor of equitable estoppel due to its failure to recognize that it was required to pursue its action. Accordingly, the court affirmed the judgment of the district.

Plaintiffs, former shareholders and the representative and attorney-in-fact for all shareholders of Kinexus Corporation (Kinexus), commenced this action asserting claims against Advent Software, Inc. (Advent) for breach of contract and unjust enrichment arising out of a December 31, 2001 agreement entered into by Advent to acquire Kinexus. Advent subsequently moved to dismiss the action because of Kinexus' failure to prosecute and Advent argued that dismissal with prejudice was appropriate under Court of Chancery Rules 41(b) and 41(e). The court held that Advent's motion to dismiss for failure to prosecute was denied where the court was not convinced that these circumstances necessitated dismissal because of the court's preference for resolving cases on the merits and because Kinexus appeared to have renewed their efforts to diligently prosecute the matter. Accordingly, counsel were requested to confer and to promptly submit a case scheduling order so that discovery could be completed and a trial date could be established.

Defendant Lockheed Martin Corporation d/b/a Lockheed Martin STS-Orlando (LMSTS) moved to bifurcate this action into a "Contract Interpretation Phase" and a "Damages Phase," and both LMSTS and plaintiff BAE Systems Information and Electronic System Integration Inc. (BAE) filed motions to compel. The court endorsed bifurcation where the litigation was indisputably complex and where both parties agreed, in principle, that bifurcation would be appropriate and have reached a substantial agreement regarding the issues to be determined during each phase of the action. Accordingly, the action was bifurcated into a "Contract Interpretation Phase" and a "Damages Phase." The court noted that bifurcation of the action effectively postponed the parties' need for much of the discovery they have requested. Accordingly, the court granted in part and denied in part BAE's and LMSTS' motions to compel. Finally, the court denied each party's request for attorneys fees because both BAE and LMST had good faith grounds for the positions taken.

This case arose when Del Monte Foods Company announced that it had agreed to be acquired by a consortium of Kohlberg Kravis Roberts & Co. L.P., Vestar Capital Partners, and Centerview Partners (collectively, Sponsors). A number of familiar entrepreneurial plaintiffs' firms filed putative class actions challenging the merger. Plaintiffs subsequently sought an interim award of attorneys' fees and expenses for causing defendants to issue supplemental disclosures and obtaining a preliminary injunction. The court held that the application for an interim fee award was granted with respect to benefits conferred by the Proxy Supplement. For those benefits, Lead Counsel was awarded fees and expenses of $2.75 million. Therefore, the court held that the application was otherwise denied without prejudice and could be renewed at a later time.