Justia Contracts Opinion Summaries

Plaintiff Gregg Beldock contracted to purchase four solar assets in development from VWSD, LLC. Following allegations of breach, VWSD sold three of the solar assets to a third party, Green Lantern. Beldock filed a complaint against VWSD alleging breach of contract, breach of the implied covenant of good faith and fair dealing, and unjust enrichment, and against Green Lantern and its president alleging tortious interference with contract and unjust enrichment. VWSD counterclaimed for breach of contract. The trial court granted summary judgment in favor of all three defendants on Beldock’s claims and in part in favor of VWSD on its counterclaim. The Vermont Supreme Court agreed with the trial court’s grant of summary judgment regarding all claims against Green Lantern and its president and the implied-covenant claim against VWSD. However, because portions of the contract were ambiguous and a genuine dispute of material facts remained, the Court concluded summary judgment was inappropriate for Beldock’s breach-of-contract and unjust-enrichment claims against VWSD and VWSD’s counterclaim for breach of contract. Accordingly, judgment was reversed and the matter remanded for further proceedings. View "Beldock v. VWSD, LLC et al." on Justia Law

Penn-Star Insurance Company (Penn-Star) appealed a trial court’s denial of its motion for summary judgment. The Mississippi Supreme Court found after review of the trial court record that because the commercial general liability policy at issue did not cover the sustained losses, the trial court’s order was reversed, judgment was rendered in favor of Penn-Star, and this case was remanded to the trial court for consideration of the remaining issues. View "Penn-Star Insurance Company v. Thompson, et al." on Justia Law

Plaintiff and his colleague secured provisional patents for a medical device and created a new company, Caisson Interventional, LLC. He sold it to LivaNova USA, Inc. in order to develop and bring it to market. When LivaNova shut down the project, he sued. The district court granted summary judgment for LivaNova. Plaintiff appealed, arguing that LivaNova breached section 4.3 of the UPA. The parties dispute the meaning of LivaNova’s obligation to be “consistent with the efforts and level of care and business decisions [LivaNova] and its affiliates employ generally.” Plaintiff emphasized the obligation to act “consistent with” the (1) efforts, (2) levels of care, and (3) business decisions employed in LivaNova’s other projects. LivaNova stressed the authorization to act as it “generally” does.   The Eighth Circuit affirmed. The court explained that evidence that LivaNova treated similarly situated companies differently than it treated Caisson might carry Plaintiff’s claim past summary judgment. But Plaintiff points to no such evidence in the record—Caisson’s particularities undercut Plaintiff’s premise that a “general approach” to its development can be inferred from LivaNova’s other projects. When Plaintiff argued that Caisson was treated differently than other projects, LivaNova presented evidence that Caisson was different than other projects. With only apples-to-oranges comparisons available on this record, Plaintiff cannot establish a “general” approach to developing the unique Caisson device and thus cannot show inconsistency with the UPA’s requirements. In short, the court held that the device did not work well enough to trigger a contractual obligation. View "Todd Mortier v. LivaNova USA, Inc." on Justia Law

Plaintiff filed a complaint alleging seven causes of action against TFMI. Plaintiff alleged he entered into two oral contracts with TFMI for which he has not been paid – one for his management of TFMI farms located in Arizona and New Mexico (out-of-state management services) and the other for consulting services he rendered in connection with the management of TFMI orchards located in California (instate consulting services). The trial court entered judgment in favor of TFMI and against Schmidt.   The Fifth Appellate District reversed the trial court’s judgment dismissing Plaintiff’s complaint alleging seven causes of action against TFMI. The court held that the trial court erred in applying California law instead of Illinois law in determining whether to enforce the forum selection provision. The court held that in the interests of justice, it is best to remand the case to the trial court for reconsideration of the issue. Moreover, the parties themselves did not apply the correct law in arguing for or against the motion to quash and, thus, may not have submitted evidence they might now consider relevant to the court’s determination. Accordingly, the court explained it believes the trial court should entertain and consider additional briefing and evidence from each of the parties concerning the application of Illinois law to the question of whether the trial court should exercise, or decline to exercise, jurisdiction over claims involving the assigned Summit Gold invoices. View "Schmidt v. Trinut Farm Management" on Justia Law

Ford Motor Company (Ford) appealed from an order denying its motion to compel arbitration of Plaintiffs’ causes of action for breach of warranty, violations of the Song-Beverly Consumer Warranty Act (Civ. Code, Section 1790 et seq.; the Song-Beverly Act) and for fraudulent omission arising from alleged defects in a sports utility vehicle Plaintiffs’ purchased from the dealership, AutoNation Ford Valencia (AutoNation). The central question on appeal is whether Ford as the manufacturer of the vehicle, can enforce an arbitration provision in the sales contract between Plaintiffs and AutoNation to which Ford was not a party under the doctrine of equitable estoppel or as a third-party beneficiary of the contract.   The Eighth Circuit affirmed. The court concluded Ford cannot enforce the arbitration provision in the sales contract because Plaintiffs’ claims against Ford are founded on Ford’s express warranty for the vehicle, not any obligation imposed on Ford by the sales contract, and thus, Plaintiffs’ claims are not inextricably intertwined with any obligations under the sales contract. Nor was the sales contract between Plaintiffs and AutoNation intended to benefit Ford. View "Montemayor v. Ford Motor Co." on Justia Law

Through an Asset Purchase Agreement, seller Huntcole, LLC (Huntcole), transferred to buyer 4-Way Electric Services, LLC (4-Way), all property necessary to conduct the refurbishment business. The Asset Purchase Agreement did not include the building where the refurbishment business was located. Instead, Huntcole leased that building to 4-Way through a separate Lease. Three years after buying the business, 4-Way announced it was moving to a new building in a different city. It began removing large pieces of commercial equipment it believed it had purchased from Huntcole to conduct the refurbishment business. Huntcole protested and argued that because the equipment was affixed to the building, it was not transferred to 4-Way through the Asset Purchase Agreement. The trial court ruled in favor of Huntcole, finding the affixed equipment had been excluded from the Asset Purchase Agreement. After its review, the Mississippi Supreme Court affirmed in part and reversed in part the trial court's judgment. The Supreme Court found that based on the plain language of the Asset Purchase Agreement, 4-Way, by purchasing all assets necessary to conduct the refurbishment business, did in fact purchase the very equipment needed to conduct the business. The Asset Purchase Agreement also clearly designated the equipment as personal property and not as building improvements or fixtures. The Supreme Court concurred with the trial court that 4-Way did not have the right to cause damage to the building in a way that breached the Lease. The case was remanded to the trial court to determine the appropriate amount of damages to repair the building in accordance with the Lease, and to recalculate Huntcole's attorney fees' awards. View "4-Way Electric Services, LLC v. Huntcole, LLC, et al." on Justia Law

Plaintiff Hughes Communications India Private Limited (“Hughes India”) appealed from a district court judgment dismissing its indemnification claims against The DirecTV Group, Inc. (“DirecTV”). The case arises out of an asset purchase agreement in which DirecTV spun off fourteen subsidiaries, including Hughes India (the “Agreement”). The Agreement requires DirecTV to indemnify Hughes India for certain contractually defined “Taxes” that accrued before the closing of the spin-off transaction and “Proceedings” that were initiated prior to the closing date. Hughes India sought a declaration that DirecTV must indemnify it for unpaid license fees, interest, and penalties imposed by India’s Department of Telecommunications (the “DOT”). The district court granted summary judgment for DirecTV, concluding that the license fees were not subject to indemnification because they were neither Taxes nor the result of Proceedings against Hughes India as defined by the Agreement. Hughes India appealed.   The Second Circuit vacated the district court’s judgment and remanded the case to the district court for further proceedings. The court agreed with Hughes India that under the plain terms of the Agreement, the license fees are Taxes, and the Provisional License Fee Assessment (the “Provisional Assessment”) issued by the DOT initiated a Proceeding against Hughes India. The court concluded that DirecTV is obligated to indemnify Hughes India for license fees, interest, and penalties accrued for tax periods ending on or before closing and for those amounts related to the Provisional Assessment issued for fiscal years 2001 to 2003, which was the only Proceeding initiated before closing. View "Hughes Communications India Private Limited v. The DirecTV Group, Inc." on Justia Law

The three plaintiffs in this case had each rented rooms at an extended-stay motel for some time. They fell behind on their rent and were threatened with immediate eviction. They sued to stop that from happening, claiming that they were in a landlord-tenant relationship with the motel and could not be evicted without dispossessory proceedings in court. The motel argued that it had signed agreements with the plaintiffs that foreclosed their claims because, among other things, the agreement stated that their relationship was one of “Innkeeper and Guest,” and “not . . . Landlord and Tenant.” The trial court agreed with plaintiffs, and the Court of Appeals affirmed. After its review, the Georgia Supreme Court vacated the appellate court's opinion and remanded with direction for the trial court to determine the parties' relationship under the proper legal framework. View "Efficiency Lodge, Inc. v. Neason, et al." on Justia Law

After Wynndalco Enterprises, LLC was sued in two putative class actions for violating Illinois’ Biometric Information Privacy Act (“BIPA”), its business liability insurer, Citizens Insurance Company of America, filed an action seeking a declaration that it has no obligation under the terms of the insurance contract to indemnify Wynndalco for the BIPA violations or to supply Wynndalco with a defense. Citizens’ theory is that alleged violations of BIPA are expressly excluded from the policy coverage. Wynndalco counterclaimed, seeking a declaration to the contrary that Citizens is obligated to provide it with defense in both actions. The district court entered judgment on the pleadings for Wynndalco.   The Seventh Circuit affirmed. The court explained that the narrowing construction that Citizens proposes to resolve that ambiguity is not supported by the language of the provision and does not resolve the ambiguity. Given what the district court described as the “intractable ambiguity” of the provision, the court held Citizens must defend Wynndalco in the two class actions. This duty extends to the common law claims asserted against Wynndalco in the other litigation, which, as Citizens itself argued, arise out of the same acts or omissions as the BIPA claim asserted in that suit. View "Citizens Insurance Company of America v. Wynndalco Enterprises, LLC" on Justia Law

Plaintiff invented a medical device. He sold it to LivaNova USA, Inc. in order to develop and bring it to market. When LivaNova shut down the project, he sued. The district court granted summary judgment for LivaNova. Plaintiff argued that LivaNova breached section 4.3 of the UPA by shuttering Caisson.   The Eighth Circuit affirmed. The court held that the district court properly dismissed Plaintiff’s breach-of-contract claim because LivaNova did not breach the UPA’s unambiguous requirements. The court explained that Plaintiff argued that LivaNova failed to act consistently with its general approach. However, Plaintiff points to no such evidence in the record—Caisson’s particularities undercut Plaintiff’s premise that a “general approach” to its development can be inferred from LivaNova’s other projects. When Plaintiff argued that Caisson was treated differently than other projects, LivaNova presents evidence that Caisson was different than other projects.   Further, the court found that Plaintiff’s claim that LivaNova shut down Caisson in part to avoid tax liability does not allege that LivaNova “generally” would not shut down projects to avoid tax liability. His claim that LivaNova chose inexperienced Goldman Sachs bankers for the sale does not aver that LivaNova “generally” chose better bankers. And his claim that LivaNova kept Caisson independent from the corporate structure does not establish that LivaNova “generally” integrated projects with independent-minded founders like Caisson’s. Further, applying the principles of contract interpretation outlined above, the court found that the section imposed upon LivaNova, at most, a limited future obligation to maintain enough capital to fulfill its UPA obligations. View "Todd Mortier v. LivaNova USA, Inc." on Justia Law