Justia Contracts Opinion Summaries

In a dispute over the applicability of a forum selection clause contained in a franchise agreement, the Fifth Circuit held that non-signatories to a franchise agreement may be bound to the contract’s choice of forum provision under the equitable doctrine that binds non-signatories who are “closely related” to the contract. View "Franlink v. BACE Services" on Justia Law

Defendant Jeffrey Mayhew and Plaintiffs David Starr and Thomas Hunt formed a limited liability company to operate a shopping center. They agreed Mayhew would manage the company and Starr and Hunt would provide startup capital. In exchange, Mayhew was entitled to 50 percent of the company’s profits and Starr and Hunt were entitled to the remaining 50 percent. After the shopping center’s business declined in 2008, Mayhew asked Starr and Hunt for additional capital. They agreed to do so only if Mayhew also contributed capital. Mayhew reported a $100,000 contribution, which caused Starr and Hunt to contribute roughly the same amount. The shopping center was later sold for a substantial profit. Mayhew claimed he was entitled to about 56.3 percent ownership interest in the company based on his additional capital contribution. Starr and Hunt disagreed and submitted the dispute to arbitration along with several other claims for damages. The arbitrator ruled in favor of Starr and Hunt, finding Mayhew only held a 50 percent interest in the company. A superior court later confirmed the award over Mayhew’s petition to vacate and entered judgment against him. On appeal, Mayhew claimed the trial court erred by failing to vacate the award, contending the arbitrator lacked authority to clarify the award, that the award was procured by undue means, and that the arbitrator’s award exceeded her powers. After its review, the Court of Appeal disagreed. Since Mayhew failed to identify any basis for vacating the award, the Court affirmed the judgment. View "Starr v. Mayhew" on Justia Law

Insured Huntington Ingalls Industries, Inc. and insurer Huntington Ingalls Industries Risk Management LLC seek a declaratory judgment stating there is coverage under a property insurance policy for certain losses incurred by Huntington Ingalls Industries due to the COVID-19 pandemic. The trial court concluded that the complaint did not allege facts that would trigger coverage under the policy and granted judgment on the pleadings in favor of reinsurers. After review, the Vermont Supreme Court disagreed, reversed the trial court. and remanded for further proceedings. View "Huntington Ingalls Industries, Inc. et al. v. Ace American Insurance Company et al." on Justia Law

In this opinion, the Court of Appeals suggested reconsidering the holding of CompoSecure, LLC v. CardUX, LLC (CompoSecure II), 206 A.3d 807 (Del. 2018), and permitting a court of equity to consider equitable defenses to a breach of contract claim even when the parties have used the word "void" to describe the consequence of contractual noncompliance.Defendant, a co-founder and member of XRI Investment Holdings LLC (XRI), formed GH Blue Holdings, LLC as a single-member LLC and then transferred all of his Class B units in XRI to Blue (the Blue Transfer). Defendant sought to comply with a provision in the LLC agreement that governed XRI's internal affairs that generally prohibited members from transferring their member interests by evoking an exception for a transfer to a "Permitted Transferee." XRI alleged that the Blue Transfer was void ab initio and never became effective, and Defendant responded that XRI's claim was barred by the equitable defense of acquiescence. The Court of Chancery held (1) there was no impediment to a defendant raising a defense of acquiescence in response to a legal claim; and (2) this decision sets out the rationale for a court to reconsider the holding in CompoSecure II so that the Delaware Supreme Court may consider it in connection with any appeal. View "XRI Investment Holdings LLC v. Holifield" on Justia Law

The Supreme Court affirmed in part and reversed and remanded in part the judgment of the circuit court awarding sanctions against Plaintiffs, holding that the circuit court erred in awarding the total amount of the attorney's fees claimed.Plaintiffs brought this claim alleging fraud, breach of fiduciary duty, tortious interference with a contractual relationship or business expectancy, and business conspiracy against Defendant, a former employee. After the circuit court granted Plaintiffs' motions to nonsuit as to all parties the circuit court granted Defendant's motion for sanctions, awarding sanctions of $213,197 - Defendant's total attorney's fees - against Plaintiffs. The Supreme Court reversed in part, holding that the circuit court (1) was within its discretion to award sanctions against Plaintiffs; but (2) erred in awarding sanctions for certain conduct and in failing to segregate sanctionable claim from the attorney's fees requested. View "AV Automotive, LLC v. Gebreyessus" on Justia Law

The United States Court of Appeals for the Fourth Circuit certified a question of law to the South Carolina Supreme Court. In June 2005, Poly-Med, Inc. (Poly-Med) entered into a Sale of Materials and License Agreement with the predecessor in interest to Defendants Novus Scientific Pte. Ltd., Novus Scientific, Inc., and Novus Scientific AB (collectively, Novus). The Agreement required Poly-Med to develop a surgical mesh for Novus's exclusive use in hernia-repair products. The dispute between Poly-Med and Novus arose from two ongoing obligations in the parties' Agreement. As characterized by the Fourth Circuit, the alleged breach of the Agreement centered on the contractual provisions that contained these two obligations: the "hernia-only" provision and the "patent-application" provisions. The federal court asked whether, under a contract with continuing rights and obligations, did South Carolina law recognize the continuing breach theory in applying the statute of limitations to breach-of-contract claims, such that claims for separate breaches that occurred (or were only first discovered) within the statutory period are not time-barred, notwithstanding the prior occurrence and/or discovery of breaches as to which the statute of limitations has expired? The Supreme Court found South Carolina did not recognize the continuing breach theory. "Moreover, it may matter greatly 'if the breaches are of the same character or type as the previous breaches now barred.'" Nevertheless, in a contract action, the Court held it was the intent of the parties that controlled: "Whether separate breaches of the same character or type as time-barred breaches trigger a new, separate statute of limitations depends on the parties' contractual relationship—specifically, what the parties intended." View "Poly-Med, Inc. v. Novus Scientific Pte. Ltd., et al." on Justia Law

Cherokee Nation filed a declaratory judgment action seeking insurance coverage under the business interruption provision of a policy issued by a number of insurers for the economic losses it incurred when it temporarily closed its properties due to the threat of COVID-19. The district court granted Cherokee Nation's motion for partial summary judgment, holding the phrase "direct physical loss" in the business interruption provision of the policy included coverage for losses sustained by property rendered unusable for its intended purpose. The district court also found that none of the exclusions raised by the insurers applied to Cherokee Nation's loss. The insurers appealed, and the Oklahoma Supreme Court retained the appeal, holding that Cherokee Nation's losses were not covered under the business interruption section of the insurance policy at issue. The district court erred in finding business interruption coverage when Cherokee Nation did not sustain immediate, tangible deprivation or destruction of property. View "Cherokee Nation v. Lexington Insurance Co., et al." on Justia Law

This case concerns the application of two Minnesota statutes and a rule promulgated by the Minnesota Department of Agriculture (MDA) that establishes the liability of a parent company for the unmet contractual obligations of its subsidiary under certain kinds of agricultural contracts. At issue is whether the relevant laws apply to chicken production contracts between Defendants (collectively, the Growers), who are Minnesota chicken producers, and Simply Essentials, LLC (Simply Essentials), a chicken processor. If they apply, then Plaintiff Pitman Farms (Pitman Farms), a California corporation and Simply Essentials’ parent company is liable to the Growers for Simply Essentials’ breaches of contract.   The district court granted Pitman Farms’s summary-judgment motion and denied the Growers’ cross-motion based upon its conclusion that the Minnesota parent-liability authorities do not by their terms apply to the subject contracts because those authorities do not apply to parent companies of LLCs.   The Eighth Circuit reversed. The court explained that the Minnesota legislature’s lack of amendment subsequent to the advent of LLCs played a significant role in the district court’s conclusion. The court concluded that it does think that this fact suffices to exclude LLCs from the operation of the laws at issue in this case. Further, here, the legislative intent is clear: with respect to agricultural contracts, the Minnesota legislature intended parent companies to be liable for the breaches of their subsidiaries. Accordingly, the court held that the use of the phrase “corporation, partnership, or association” in the relevant statutes and Rule is intended to include LLCs for the purpose of parent company liability. View "Pitman Farms v. Kuehl Poultry, LLC" on Justia Law

A group of public servants who had contacted Navient for help repaying their loans (collectively, “Plaintiffs”) filed a putative class action lawsuit, alleging that Navient had not “lived up to its obligation to help vulnerable borrowers get on the best possible repayment plan and qualify for PSLF.”   Navient moved to dismiss the amended complaint under Federal Rule of Civil Procedure 12(b)(6) for failure to state a claim, which the district court granted in part, dismissing all claims except “the claim brought under New York’s General Business Law Section 349”. The district court certified a class for settlement purposes under Federal Rule of Civil Procedure 23(b)(2) and approved the settlement as “fair, reasonable, adequate,” and “in the best interest of the Settlement Class as a whole.”   Two objectors now appeal that judgment, arguing that the district court erred in certifying the class, approving the settlement, and approving service awards of $15,000 to the named Plaintiffs. The Second Circuit affirmed concluding that the district court did not abuse its discretion in making any of these determinations. The court explained that here, the amended complaint plausibly alleged that the named Plaintiffs were likely to suffer future harm because they continued to rely on Navient for information about repaying their student loans. At least six of the named Plaintiffs continue to have a relationship with Navient. That is enough to confer standing on the entire class. Further, the court explained individual class members [in fact] retain their right to bring individual lawsuits,” and the settlement does not prevent absent class members from pursuing monetary claims. View "Hyland v. Navient Corporation" on Justia Law

PSI helps customers bring products to market. P.B. contacted PSI for assistance with the design, manufacture, and distribution of a custom cosmetics bag (Orgo Bag). PSI submitted a purchase order to its Chinese manufacturers indicating that P.B. would purchase 100,000 Orgo Bags in the first year and purchase another 1.5 million bags annually thereafter. During the first 18 months, P.B. purchased only 38,296 Orgo Bags. PSI directed the Chinese manufacturer to mitigate its losses and liquidate any materials it had purchased for the Orgo. The failure of the Orgo cost PSI $506,129.44. In 2019, PSI sued P.B., Aldez, Copek, and Byrne, alleging breach of contract, promissory estoppel, fraud, silent fraud, negligent misrepresentation, innocent misrepresentation, and non-acceptance of conforming goods under the U.C.C. The court dismissed Copek, Byrne, and Aldez but permitted some claims against P.B. to continue.In 2021, PSI sued Aldez for breach of contract, promissory estoppel, and nonacceptance of conforming goods, arguing that in the 2019 suit, its claims were pleaded directly against Aldez, whereas in the 2021 suit, it sought to pierce P.B.’s corporate veil and hold Aldez vicariously liable. The district court dismissed, citing res judicata. The Sixth Circuit affirmed. The complaint does not allege any wrongdoing by Aldez and corporate veil piercing is not a cause of action under Michigan law; the 2021 suit’s complaint fails to state a claim. View "Product Solutions International, Inc. v. Aldez Containers, LLC" on Justia Law