Justia Contracts Opinion Summaries

The Court of Chancery denied Defendants' motion to dismiss this complaint for failure to state a claim upon which relief could be granted, holding that Plaintiff's claims were ripe and that the complaint stated claims for breach of contract, breach of fiduciary duty, and unjust enrichment.Plaintiff, a stockholder of a company, brought this lawsuit alleging that Defendants breached the terms of an equity compensation plan, that Defendants breached their fiduciary duties, and unjust enrichment. Defendants moved to dismiss the complaint in its entirety, arguing that none of Plaintiff's claims were ripe and that Plaintiff failed to state a claim. The Court of Chancery denied the motion to dismiss, holding that Defendants' attacks on the complaint were unavailing. View "Garfield v. Allen" on Justia Law

Plaintiff buys and collects on delinquent healthcare accounts. Defendant sells such accounts. Business between the two soured, and Plaintiff sued for breach of contract and tortious interference. The district court dismissed Plaintiff’s claims because it believed the disputed portion of the contract was indefinite and unenforceable.   The Fifth Circuit reversed and remanded the district court’s dismissal of Plaintiff’s claims against Defendant. The court held that the term “additional Accounts” has enforceable meaning. And because the Forward Flow Amendment was binding, Plaintiff’s claims should not have been dismissed. The court reasoned that the crucial inquiry is whether the term “additional Accounts” rendered the Forward Flow Amendment unenforceable.  The court held that first read in context, the term “additional Accounts” has enforceable meaning. Taken together, the plain meaning of the word “additional,” the contract’s clear architecture, and various settled principles of interpretation reveal that “additional Accounts” refers to all qualifying accounts that accrue quarterly. Second, none of Defendant’s counterarguments were persuasive to the court.   Further, Defendant claimed damages cannot be calculated because, in its view, there is no way to determine the number of accounts they had to offer and Plaintiff was obligated to purchase. Here, Defendant partially performed in a manner consistent with its putative obligation under the Forward Flow Amendment. Such performance may make a contractual remedy appropriate even though uncertainty is not removed. View "Capio Funding v. Rural/Metro Oprt, et al" on Justia Law

In 2009, Defendant borrowed $350,000 from a husband and wife (“Plaintiff” and “Co-Plaintiff”). The loan was documented by a promissory note which was secured by a deed of trust on real property belonging to Defendant. In 2009, Co-Defendant borrowed $150,000 from Co-Plaintiff. The loan was documented by a promissory note signed by Co-Defendant; the note was not secured by a deed of trust on real property.   In a court trial on Plaintiffs’ action against Defendants for breach of the obligation to repay the loans, the trial court voided the usurious interest rate on both notes and deemed the principal sum of the notes due at maturity. The Second Appellate Division reversed the trial court’s judgment in part and found Plaintiffs are entitled to prejudgment interest on the unpaid principal of the 2008 loan, but at the prejudgment interest rate set by article XV, section 1.   The court reasoned that even though Civil Code section 3289, subdivision (b) does not apply to the 2008 loan because it was secured by a deed of trust on real property, Plaintiffs were nonetheless entitled to prejudgment interest on the unpaid principal at the date of maturity at the rate of 7 percent which is the default rate of prejudgment interest provided in article XV, section 1 of the California Constitution, which applies except when a statute provides otherwise. View "Soleimany v. Narimanzadeh" on Justia Law

The United States District Court for the Western District of Oklahoma certified two questions of law to the Oklahoma Supreme Court relating to the Oklahoma Consumer Protection Act, and whether it applied to conduct outside of Oklahoma. The matter concenred a dispute between Continental Resources, Inc. (Continental), an oil and gas producer headquartered in Oklahoma, and Wolla Oilfield Services, LLC (Wolla), a North Dakota limited liability company that operated as a hot oil service provider in North Dakota. Continental alleged the parties entered into an agreement for Wolla to provide hot oil services at an hourly rate to Continental's wells in North Dakota. As part of the contract, Wolla agreed to submit its invoices through an "online billing system" and to bill accurately and comprehensively for work it performed. A whistleblower in Wolla's accounting department notified Continental about systematic overbilling in connection with this arrangement. Continental conducted an audit and concluded Wolla's employees were overbilling it for time worked. Wolla denies these allegations. The Oklahoma Supreme Court concluded: (1) the Oklahoma Consumer Protection Act does not apply to a consumer transaction when the offending conduct that triggers the Act occurs solely within the physical boundaries of another state; and (2) the Act also does not apply to conduct where, even if the physical location is difficult to pinpoint, such actions or transactions have a material impact on, or material nexus to, a consumer in the state of Oklahoma. View "Continental Resources v. Wolla Oilfield Services" on Justia Law

The Court of Chancery found for Plaintiff on all counts and counterclaim counts in this case involving affordable rental housing property held by a limited partnership, holding that the new limited partner lacked caused to remove the general partner.At issue was affordable housing projects in a federal program that were held by a Delaware limited partnership. Plaintiffs were the partnership and general partner and Defendant was a new limited partner. Defendant sought either a sale of the property or a buyout of its partnership interests, and when the general partner refused to cooperate, the limited partner attempted to remove the general partner for cause. The general partner sought a declaratory judgment that its removal was invalid, and the limited partner asserted counterclaims for, inter alia, breach of contract. The Court of Chancery found in favor of Plaintiffs on all counts, holding (1) the limited partner failed to prove that the general partner breached its modified judiciary duties or the limited partnership agreement; and (2) therefore, the limited partner lacked cause to remove the general partner. View "JER Hudson GP XXI LLC v. DLE Investors, LP" on Justia Law

The Supreme Court reversed the decision of the court of appeals affirming in part and reversing in part the judgment of the trial court holding that the settlement agreement between the parties in this case barred the claims asserted in this suit and in an arbitration proceeding, holding that the trial court did not err.A billion-dollar break-up between two large corporations engaged in the international petroleum business resulted in numerous claims and lawsuits, which the parties finally resolved through a comprehensive settlement agreement. The trial court concluded that the settlement agreement, including its release provisions and a disclaimer of reliance, were valid and enforceable and barred the claims asserted in both this lawsuit and in the arbitration proceeding. The court of appeals reversed in part, concluding that the settlement agreement did not bar certain claims. The Supreme Court reversed and reinstated the final judgment of the trial court, holding that the parties fully and finally resolved the current claims through their comprehensive settlement agreement. View "Transcor Astra Group S.A. v. Petrobras America Inc." on Justia Law

Plaintiff, a Hollywood restaurant, maintained a business interruption insurance policy through Defendant.  In response to COVID-19, the Governor, Mayor of Los Angeles, and several public health agencies ordered Plaintiff to close its restaurant, resulting in the loss of all its business. Plaintiff filed a claim with Defendant insurance company, which was denied based on the grounds that the policy only covered “direct physical loss of or damage to” the property, and expressly excluded coverage for losses resulting from a government order and losses caused by or resulting from a virus. Plaintiff appealed after Defendant's demurrer was sustained without leave to amend.   The California Court of Appeal affirmed the dismissal and held that Plaintiffs cannot establish a breach of contract.  At issue is whether the clause’s requirement can be construed to cover the pandemic-related closure. The court held that under California law a business interruption policy that covers physical loss and damages does not provide coverage for losses incurred by reason of the COVID-19 pandemic. Moreover, the court explained that the fact that loss and damage requirements are sometimes found in exclusionary provisions does not change the plain meaning of the terms. The court noted that even if Plaintiff could bring itself within the coverage clause, the virus exclusion would bar coverage. View "Musso & Frank Grill v. Mitsui Sumitomo Ins. USA" on Justia Law

The Supreme Court reversed the business court's orders in this rent dispute, holding that the business court erred in granting summary judgment to either party.American Bituminous Power Partners, LP (AMBIT) and Horizon Ventures of West Virginia, Inc. created a contractual relationship with a lease agreement. The current rent dispute involved the relationship between the lease, a 1996 settlement agreement, and a 2017 order of the business court. Without resolving the relationship between those documents the business court granted summary judgment to AMBIT on Horizon's claims and summary judgment to Horizon on AMBIT's claims. The Supreme Court reversed, holding that summary judgment was improper because the various agreements were ambiguous and the parties' intent was not clear. View "Horizon Ventures of W. Va., Inc. v. American Bituminous Power Partners, L.P." on Justia Law

The Supreme Court reversed in part the judgment of the trial court awarding damages in favor of Plaintiff in this action seeking compensatory and punitive damages for breach of a partnership agreement, breach of fiduciary duty, and libel per se, holding that the trial court erred with respect to the libel claim.A jury found in favor of Plaintiff on all three counts and awarded him both compensatory and punitive damages. On appeal, Defendant argued that the trial court erred by denying his motions to set aside the verdict and for judgment notwithstanding the verdict. The Supreme Court reversed in part, holding (1) Plaintiff's claims were not barred by the compulsory counterclaim rule set forth in Fed. R. Civ. P. 13(a)(1); (2) Plaintiff's breach of partnership agreement and breach of fiduciary duty claims did not fail as a matter of law under Karanian v. Maulucci, 440 A.2d 959 (Conn. 1981); and (3) with respect to the libel claim, the trial court erred by admitting the testimony of Plaintiff's expert witness on damages because there was no evidence to support the testimony. View "Chugh v. Kalra" on Justia Law

Pursuant to the Ownership Interest Purchase Agreement dated April 23, 2014 (the “Agreement”), Appellant North American Leasing, Inc. purchased Appellant NASDI, LLC, and Appellant Yankee Environmental Services, LLC. NASDI was in the business of providing demolition and site redevelopment services throughout the United States. The seller was Appellee NASDI Holdings, LLC, which before the sale, possessed all ownership interests in NASDI and Yankee. Great Lakes Dredge and Dock Corporation (“Great Lakes”), the parent company of NASDI Holdings, agreed that performance and payment bonds on existing projects being performed by NASDI and Yankee at the time of the sale would remain in place for the duration of each project. The Agreement also provided that North American Leasing, NASDI, Yankee, and Appellant Dore & Associates Contracting, Inc. (“Dore”), would indemnify NASDI Holdings and its affiliates for any losses arising from those bonds that Great Lakes agreed would remain in place on existing projects. After the sale of NASDI and Yankee was completed, Great Lakes incurred losses from performance and payment bonds on a project known as the Bayonne Bridge project. The Defendants have taken the position throughout this litigation that they have no obligation to indemnify the Plaintiffs because the Plaintiffs’ claims notices were untimely under the Agreement. The Court of Chancery rejected the Defendants’ contention and entered judgment against the Defendants for the total amount of the Plaintiffs’ claim. Finding no reversible error in this judgment, the Delaware Supreme Court affirmed. View "North American Leasing, Inc. v. NASDI Holdings, LLC" on Justia Law