Justia Contracts Opinion Summaries

The case involves Green Plains Trade Group, LLC, who appealed the district court's dismissal of their claim for tortious interference with contract against Archer Daniels Midland Company (ADM). Green Plains alleged that ADM unlawfully manipulated the price of ethanol, causing Green Plains to receive less money for the ethanol it sold to third parties. The district court dismissed the case, saying Green Plains hadn't specified the contracts ADM interfered with or shown a breach of contract. Green Plains argued that under Nebraska law, tortious interference doesn't always require a breach and that ADM's actions made its performance under its contracts "more expensive or burdensome."The United States Court of Appeals for the Seventh Circuit vacated the district court's dismissal and remanded the case for further proceedings. The Court of Appeals found that while the district court was correct to require Green Plains to plead more than general allegations about its contracts, it may have required too much specificity. The Court of Appeals also found that the district court erred in not recognizing section 766A of the Restatement (Second) of Torts as part of Nebraska's law, which allows a plaintiff to bring a successful tortious interference with contract claim even if the contract was not breached. The Court of Appeals held that the district court must apply the law as it believes the highest court of the state would apply it if the case were now before it, and it should not fear adopting the less restrictive approach if it believes the state's highest court would adopt that approach. View "Green Plains Trade Group, LLC v. Archer Daniels Midland Co." on Justia Law

In a dispute between Jonathan H. Paul and Rockpoint Group, LLC, the Delaware Court of Chancery denied Rockpoint's motion to dismiss Count III and granted Paul's cross-motion for partial summary judgement. The case stemmed from a disagreement about how to divide the proceeds from a transaction involving the investment fund complex that Paul co-founded and later left. After Paul's departure, he and his former partners agreed to an amendment to the company’s limited liability agreement, which stipulated Paul would receive a share of the proceeds from certain future transactions. A dispute arose over the calculation of Paul’s share when a qualifying transaction occurred. The court determined that the dispute resolution mechanism in the agreement called for an expert determination, not a plenary arbitration. The court also affirmed that the third amended and restated LLC agreement, not the first, governed the dispute. The court ruled that the appraiser could not consider extrinsic evidence, such as legal arguments and affidavits, presented by Rockpoint in its valuation. The court further directed that Rockpoint's appraisal must be redacted to omit the offending material. View "Paul v. Rockpoint Group, LLC" on Justia Law

This case involves a dispute between Griggs & Browne Pest Control Co., Inc. (plaintiff), and its former employee, Brian Walls (defendant). Upon hiring Walls in 2011, the parties entered into a noncompetition agreement, which was updated in 2020. The agreement stipulated that, in return for his training and access to the company's client list, Walls would refrain from soliciting business from or performing services for the company's current or former customers for 24 months after ending his employment with the company.In 2021, the company introduced a new policy requiring all employees to receive the COVID-19 vaccination or terminate their employment. Walls vocally opposed the policy and was told he could no longer resume his employment. A month later, the company discovered that Walls was contacting their former clients and performing pest-control services for them, in violation of the noncompetition agreement. The company initiated a lawsuit to prevent Walls from further violating the agreement.The Superior Court of Rhode Island granted a preliminary injunction in favor of the plaintiff, which Walls appealed. The Supreme Court of Rhode Island affirmed the lower court's decision, determining that the noncompetition agreement was valid and enforceable. The court rejected Walls' argument that he had been improperly terminated due to his refusal to receive the COVID-19 vaccine, noting that the circumstances surrounding his departure were immaterial to the enforcement of the noncompetition agreement. The court also found that the plaintiff would suffer irreparable harm due to loss of customer goodwill if Walls were allowed to continue servicing the company's clients. The balance of equities favored the plaintiff, and the injunction was necessary to uphold the status quo. Therefore, the court affirmed the lower court's decision to grant a preliminary injunction in favor of the plaintiff. View "Griggs & Browne Pest Control Co., Inc. v. Walls" on Justia Law

In the case, Remy Holdings International, LLC ("Remy") sued Fisher Auto Parts, Inc. ("Fisher") after Fisher terminated their business relationship and sold its inventory to a different manufacturer. Remy claimed that Fisher wrongfully terminated their agreement and that the inventory Fisher sold belonged to Remy. Remy brought claims for breach of contract, unjust enrichment, and conversion. Fisher counterclaimed for breach of contract due to Remy's poor performance.The United States Court of Appeals for the Fourth Circuit affirmed the district court's decisions, which were all in Fisher's favor. The court found that Remy committed the first material breach of the contract by failing to keep Fisher competitive in the marketplace. Furthermore, Fisher did not waive its right to assert the first material breach defense by continuing to order from Remy and occasionally waiving the order-fill penalty. Therefore, Remy was precluded from enforcing the contract and its breach of contract claim related to ownership of the inventory was dismissed.The court also rejected Remy's argument that the district court should have reinstated its unjust enrichment claim after declaring its contractual rights unenforceable. Remy had failed to respond to Fisher's motion for summary judgment seeking the dismissal of the unjust enrichment claim, and as a result, forfeited any opposition to its dismissal.Lastly, the court found no error with the district court's evidentiary rulings, including the admission of expert testimony and the USA Core Policy, and its refusal to instruct the jury on certain defenses. View "Remy Holdings International, LLC v. Fisher Auto Parts, Inc" on Justia Law

In this case, the United States Court of Appeals for the Eighth Circuit affirmed the decision of the United States District Court for the Southern District of Iowa to dismiss the lawsuit of Iowa-based livestock feed seller Hawkeye Gold, LLC against China National Materials Industry Import and Export Corporation, also known as Sinoma, for lack of personal jurisdiction. Hawkeye Gold sued Sinoma to recover an unpaid default judgment it obtained against Sinoma's now-defunct wholly owned United States subsidiary, Non-Metals, Inc., for breach of a contract to purchase livestock feed. After six years of litigation, the District Court dismissed the case because it did not have personal jurisdiction over Sinoma, a decision which Hawkeye Gold appealed. The Appeals Court, after reviewing the evidence, agreed with the District Court's conclusion that Sinoma had insufficient minimum contacts with Iowa to support personal jurisdiction. The Court also rejected Hawkeye Gold's argument that Sinoma was a party to the contract or that Non-Metals was the alter-ego of Sinoma. Furthermore, the Court affirmed the District Court's denial of Hawkeye Gold's request for sanctions against Sinoma for alleged discovery violations. View "Hawkeye Gold, LLC v. China National Materials" on Justia Law

The Supreme Court of North Carolina was required to decide whether a trial court can refuse to hear oral testimony during a summary judgment hearing on the mistaken belief that the North Carolina Rules of Civil Procedure prohibit the receipt of such testimony. The plaintiff, a corporation, had sued the defendants for breach of a commercial lease, and the defendants counterclaimed for fraud. During the summary judgment hearing, the trial court declined a request by the defendants to introduce live testimony, asserting that it was not permitted during a summary judgment hearing. The defendants appealed, and the Court of Appeals vacated the trial court's summary judgment order and remanded the case, leading to this appeal.The Supreme Court of North Carolina held that a trial court errs if it fails to exercise its discretion under the misapprehension that it has no such discretion, referring to Rule 43(e) of the North Carolina Rules of Civil Procedure that allows for the introduction of live oral testimony during a summary judgment hearing at the discretion of the trial court. The court found that the trial court was mistaken in its belief that it could not allow oral testimony, and this error warranted vacatur and remand for reconsideration. The Supreme Court thereby modified and affirmed the decision of the Court of Appeals to vacate the trial court's summary judgment order and remand the case. View "D.V. Shah Corp. v. VroomBrands, LLC" on Justia Law

In this case before the Court of Chancery of the State of Delaware, Plaintiff Kevin Brown, a former employee of Court Square Capital Management, L.P., sued the company for withholding his carried interest payments, alleging breach of contract. Court Square Capital Management counterclaimed, alleging that Brown had violated non-compete and confidentiality provisions in the company's LLC agreements. The issues in question were whether Brown's conduct in relation to two investment opportunities, Zodiac and Hayward, violated the non-compete provisions, and whether his conduct concerning certain internal memos breached the confidentiality provisions.The court found that Brown did not violate the non-compete provisions. Although the companies in question could be considered as "investment opportunities" as per the LLC agreement, Brown did not acquire any interest in these companies during the prohibited period, and his salary from his new employer, MSD, did not constitute an acquired interest.The court also found that Brown did not breach the confidentiality provisions. Court Square argued that Brown breached these provisions by requesting and receiving internal memos (HUMs) from his former colleague at Court Square. The court, however, found that the information in the HUMs was not confidential as it was widely circulated among private-equity firms and would have been easily accessible to anyone in Brown's position. Furthermore, Brown used these memos solely for formatting purposes and did not use the information for competitive purposes.The court therefore entered judgment in favor of Brown. View "Brown v. Court Square Capital Management, L.P." on Justia Law

In this case between Norfolk Southern Railway Company and Zayo Group, LLC, the United States Court of Appeals for the Fourth Circuit affirmed the district court's judgment on the pleadings. The dispute arose from a lease agreement between the parties, in which Zayo leased a utility duct from Norfolk Southern. When the time came to renew the lease, the parties could not agree on the renewal rent and referred the dispute to three appraisers, as specified in the lease. The appraisers decided the rent by a two-to-one vote, but Zayo refused to pay the rent, arguing that the decision was not unanimous. Norfolk Southern sued for breach of the lease, and the district court entered judgment for Norfolk Southern, ordering Zayo to pay the rental amount determined by the appraisers. Zayo appealed, contending that the appraisers could determine the rent only by unanimous vote. The Fourth Circuit held that the lease's language was unambiguous and did not impose a unanimity requirement on the appraisers. Therefore, it found that Zayo breached the lease by refusing to pay the full amount determined by the appraisers. The court affirmed the district court's judgment, requiring Zayo to pay the rental amount determined by the appraisers. View "Norfolk Southern Railway Company v. Zayo Group, LLC" on Justia Law

In the United States Court of Appeals for the Eleventh Circuit, a group of Florida restaurants brought a lawsuit against Sysco Jacksonville, Inc., a food distribution company. The restaurants, which include A1A Burrito Works, Inc., A1A Burrito Works Taco Shop 2, Inc., and Juniper Beach Enterprises, Inc., alleged that Sysco violated the Florida Deceptive and Unfair Trade Practices Act (FDUTPA) and breached their contracts when Sysco regularly delivered underweight boxes of poultry. The district court dismissed the restaurants' claims, ruling that the Poultry Products Inspection Act (PPIA) preempted their state law claims because their claims sought to impose on Sysco labeling requirements that are "in addition to, or different than" the requirements prescribed by federal law.The Eleventh Circuit affirmed in part, reversed in part, and remanded the case for further proceedings. The court agreed with the district court that the restaurants failed to show that their FDUTPA claim was not preempted by the PPIA. However, the court disagreed with the district court's dismissal of the restaurants' breach of contract claim. The court found that this claim, which argued that the restaurants did not receive the amount of poultry they paid for in accordance with their contracts with Sysco, was not preempted because it merely sought to enforce the parties' private agreements regarding the cost and weight of poultry packages and did not amount to a state imposing a labeling requirement inconsistent with federal regulations. View "A1A Burrito Works, Inc., et al v. Sysco Jacksonville, Inc." on Justia Law

In the case brought before the Court of Chancery of the State of Delaware, Texas Pacific Land Corporation (the "Company") sued Horizon Kinetics LLC, Horizon Kinetics Asset Management LLC, SoftVest Advisors, LLC, and SoftVest, L.P. (collectively, the "Investor Group") over a dispute related to a stockholder vote. The Company alleged that the Investor Group breached a contractual obligation under a stockholders agreement to vote their shares in accordance with the board of directors' recommendation. The recommendation was for a charter amendment to increase the Company’s authorized shares. The Investor Group voted against the amendment, arguing they were not bound to follow the board’s recommendation due to exceptions in the agreement. They also claimed the doctrine of unclean hands barred the Company from enforcing the voting commitment, arguing the Company had disclosed inaccurate information when soliciting stockholder approval. The court found the Investor Group breached the voting commitment and their shares should be deemed to have voted in favor of the amendment. Consequently, the amendment was declared to have been approved. The court dismissed the Investor Group's unclean hands argument, citing their own misconduct in violating the agreement. View "Texas Pacific Land Corporation v. Horizon Kinetics LLC, et al." on Justia Law