Justia Contracts Opinion Summaries

Plaintiff Signature Leasing, LLC requested a declaratory judgment regarding a contract containing an arbitration clause which Plaintiff alleged that Defendants Buyer's Group, LLC and Williams & Williams Marketing Services, Inc. had fraudulently induced Plaintiff to sign. Defendants filed motions to dismiss and motions to compel arbitration which the district court granted. The Court of Civil Appeals reversed and remanded to the district court. The underlying question presented for the Oklahoma Supreme Court's review was whether the district court or the arbitrator determined challenges of fraudulent inducement to the entirety of a contract which contains an arbitration clause under the Oklahoma Uniform Arbitration Act (OUAA). The Court determined the arbitrator makes that determination, and affirmed the judgment of the district court compelling the matter to arbitration. View "Signature Leasing, LLC v. Buyer's Group, LLC" on Justia Law

Consolidated appeals stemmed from an August 2012 transaction in which SMM Gulf Coast, LLC ("SMM"), purchased the assets of four salvage and recycling businesses in Alabama and Mississippi. After that transaction closed, Dade Capital Corporation ("Dade"), a creditor of one of the businesses whose assets were purchased by SMM, and Dade's president David Fournier, who owned stock in that same business, sued SMM, the four businesses that had sold their assets to SMM, and various individuals associated with those businesses alleging that Dade and Fournier should have received a greater share of the purchase price paid by SMM. Following a bifurcated trial, the trial court found that Dade and Fournier's claims were barred by a release agreement that Fournier executed in conjunction with the transaction and entered a judgment against them. SMM, two of the businesses that had sold their assets to SMM, and two individuals with ownership interests in those businesses subsequently moved the trial court to award them attorney fees, court costs, and litigation expenses in accordance with a prevailing-party provision in the release agreement. The trial court denied their motions, and those parties appeal, arguing that the prevailing-party provision entitles them to the requested awards and that they have not waived their right to recover the requested amounts. The Alabama Supreme Court determined that none of the reasons the trial court used as grounds for denial SMM's reimbursement motions was a proper basis for denial. Judgment was reversed and the matter remanded for the trial court to consider the evidence submitted by SMM and the appellant sellers in conjunction with their motions for reimbursement and to enter an appropriate award based on that evidence. View "Collier v. Dade Capital Corporation" on Justia Law

The Supreme Court affirmed the jury's verdict in favor of Dr. Ronald E. Stevens on Anesthesiology Consultants of Cheyenne, LLC's (ACC) claims for brach of fiduciary duties, breach of the covenant of good faith and fair dealing and breach of contract, holding that there was no error.ACC claimed that Dr. Stevens, its former manager and member, took for himself ACC's business opportunity to provide anesthesiology services to an eye surgery center. When this case was first before the Supreme Court, the Court concluded that the district court erred in granting ACC summary judgment because genuine issues of material fact existed as to ACC's covenant of good faith and fair dealing and breach of fiduciary duty claims. On remand, the jury rendered a verdict in favor of Dr. Stevens on all claims. The Supreme Court affirmed, holding (1) sufficient evidence supported the jury's verdict that Dr. Stevens did not breach his fiduciary duties of loyalty and care or the covenant of good faith and fair dealing; and (2) because the law of the case doctrine did not apply to the district court's summary judgment ruling on ACC's breach of contract claim, the court properly submitted that claim to the jury. View "Anesthesiology Consultants of Cheyenne, LLC v. Stevens" on Justia Law

G&S had a written contract to work as a representative for a manufacturer, R3. The critical term dealing with sales commissions did not show any agreement on commission rates. It said that the parties would try to agree on commission rates on a job-by-job, customer-by-customer basis. While the original 2011 “agreement to agree” would not have been enforceable by itself, the parties did later agree on commission rates for each customer and went forward with their business. In 2014, changes made by customers in their ordering procedures led to disputes about commissions.The district court granted summary judgment for R3, relying primarily on the original failure to agree on commission rates. The Seventh Circuit reversed. A reasonable jury could find that the later job-by-job commission agreements were governed by the broader terms of the original written contract. The rest of the case is “rife with factual disputes that cannot be resolved on summary judgment.” View "R3 Composites Corp. v. G&S Sales Corp." on Justia Law

Plaintiff filed suit against defendant, alleging a common count claim for "money lent." The trial court found that plaintiff loaned defendant $874,708.44, which defendant never repaid. Defendant argued that the money came from entities controlled by plaintiff rather than from plaintiff himself.The Court of Appeal affirmed the trial court's judgment against defendant because defendant waived his defense of lack of capacity by failing to assert it at the earliest opportunity. The court also held that the trial court properly concluded that proof of an implied promise to repay was legally sufficient for plaintiff's common count claim. In this case, substantial evidence supported the trial court's finding that defendant made such an implied promise. Finally, defendant's statute of frauds argument is meritless. View "Rubinstein v. Fakheri" on Justia Law

Founding USM to acquire FCC licenses, Elkin contributed $750,000 and Norman $250,000. Norman acquired the licenses; his day-to-day involvement ended. In 1998, the FCC announced another auction. USM won several licenses, which Elkin transferred to TEG, another company that he owned; purportedly USM did not have sufficient funds. Elkin did not respond to Norman's inquiries. Some FCC notices listed USM as the winning bidder; others referred to TEG as the licenses' owner. Before 2002, without notifying Norman, Elkin caused USM to enter into a Shareholder Loan Agreement (SLA) to treat any amount Elkin contributed above his capital requirement as a loan. Elkin lent USM more than $600,000. In 2000-2001, USM sold licenses. Norman received federal income tax forms that declared USM had realized a capital gain. In 2000-2002, USM paid Elkin $615,026 from the sales proceeds. Norman received nothing. In 2002. Elkin admitted that licenses had been sold and that he had taken a distribution. Norman's 2004 Delaware "books and records" action was resolved in his favor in 2005. Norman sued, raising various tort and contract claims After two trials and a remand, the district court concluded that the limitations period for each of Norman’s claims was tolled during the Delaware Action and that Norman’s claim based on 2002 distributions was timely. Oer Third Circuit mandate, the court ruled in Normans' favor with respect to the execution of the SLA. For Norman’s other claims, including those based on 2001 distributions, the court held that Norman had at least inquiry notice beyond the limitations period. Elkin then argued that Norman was not entitled to tolling relating to the Delaware Action because he brought that suit in bad faith. The district court refused to consider new evidence. The Third Circuit affirmed, except with respect to Norman’s claim based on 2001 events. View "Norman v. Elkin" on Justia Law

Subcontractor Construction Drilling, Inc. (CDI) appealed a trial court’s judgment on the merits in its breach-of-contract claim against Engineers Construction, Inc. (ECI). CDI contended the trial court erred in: (1) holding that the terms of the parties’ subcontract required CDI to request a change order before it billed ECI for “drilling in obstructions” in excess of CDI’s bid price; (2) denying CDI’s motions to reopen the evidence and for a new trial; and (3) awarding ECI $234,320 in attorneys’ fees under the Prompt Payment Act. ECI cross-appealed, arguing the trial court improperly allowed CDI’s owner to offer opinion testimony absent a finding of reliability under Vermont Rule of Evidence 702 and maintaining that his testimony could not have met this standard in any event. Therefore, should the Vermont Supreme Court reverse the trial court’s denial of CDI’s breach-of-contract claim, ECI asserted the matter had to be remanded for a new trial without such testimony. The Court affirmed the trial court, and therefore did not reach the issue raised in ECI’s cross-appeal. View "Construction Drilling, Inc. v. Engineers Construction, Inc." on Justia Law

Under a 2008 consignment agreement, Eloquence would consign jewelry and loose diamonds to HCC for resale. HCC was to send a monthly sales report of each item sold. Upon receipt of that report, Eloquence would prepare an invoice setting forth the payment due from HCC. The Agreement required HCC to pay the invoices within 30 days and provided for a bi-annual reconciliation of the inventory of consigned goods. Following a reconciliation, two invoices dated November 10, 2009, identified “items reported as missing” from an HCC store: 16 pieces of jewelry ($64085). Eloquence gave HCC a five-month extension for payment. Delivery of consigned goods to HCC continued for seven years, totaling $616,633.30 in sales invoices. In 2017, Eloquence sued HCC and its general partners, asserting “breach of written agreement” and “open book account” by failing to pay the November 2009 invoices, in the total amount of $64,085 and that it “furnished to HCC, at its request, on an open book account, merchandise of the agreed value of $64,085.The court of appeal affirmed summary judgment. Eloquence’s breach of contract cause of action time-barred because the agreement contemplated a series of discrete transactions each evidenced by a separate invoice. The doctrine of continuous accrual applies; the statute of limitations expired in May 2014. There was no agreement by the parties to enter into an open book accountt. View "Eloquence Corp. v. Home Consignment Center" on Justia Law

CRST filed suit against TransAm, alleging that TransAm wrongfully recruited and hired several long-haul truck drivers who were under contract with CRST. The district court granted TransAm's motion for summary judgment and dismissed all of CRST's claims with prejudice.The Eighth Circuit held that the district court erred with respect to the causation element but did not err with respect to the existence of a valid contract element, and that the record contains sufficient evidence to support the intentional and improper interference element. The court also held that the district court erred in granting TransAm's motion for summary judgment on CRST's unjust enrichment claim. Finally, the court held that the district court did not abuse its discretion in finding the drivers were not indispensable parties. Accordingly, the court reversed and remanded the district court's order granting TransAm's motion for summary judgment and affirmed the district court's determination that the drivers are not indispensable parties to the proceedings. View "CRST Expedited, Inc. v. Transam Trucking, Inc." on Justia Law

The United States District Court for the District of South Carolina certified a question of law to the South Carolina Supreme Court. Plaintiff Johnny Thomerson alleged Defendants, the former owners of Lenco Marine (a manufacturer of boat products), failed to give him a three-percent ownership interest in Lenco that was promised to him as part of his compensation package. Plaintiff was hired by Lenco no later than May 2007. Defendant Samuel Mullinax was the CEO of Lenco and Defendant Richard DeVito was its president. Lenco was sold in December 2016 to Power Products, LLC. In his complaint, Plaintiff asserted claims against Defendants for: (1) breach of contract and the covenant of good faith and fair dealing; (2) promissory estoppel; (3) quantum meruit and unjust enrichment; (4) negligent misrepresentation; (5) constructive fraud; and (6) amounts due under the South Carolina Payment of Wages Act. Defendants moved for summary judgment, arguing the claims were time-barred. The federal court asked whether the three-year statute of limitations of S.C. Code Ann. 15-3-530 applied to claims for promissory estoppel. The Supreme Court took the opportunity to clarify state law in this regard, and held that the statute of limitations did not apply to promissory estoppel claims. View "Thomerson v. DeVito" on Justia Law