Justia Contracts Opinion Summaries

Mac Haik appeals the circuit court’s denial of its motion to compel arbitration. In 2016, plaintiff Brenda Hester purchased a used 2014 Dodge Ram from Jackson Mac Haik CDJR, Ltd. (Mac Haik). Hester executed a retail-installment sale contract with Mac Haik for the purchase of the vehicle. The contract contained an arbitration provision. In 2017, Hester sued Mac Haik, American Financial Warranty Corporation (American Warranty), Randy Miggins d/b/a M&S Towing, and Randy Miggins, alleging that the vehicle she bought from Mac Haik “was defective in materials and workmanship from and after the date of purchase” and “that said defects have existed since the Plaintiff started using said vehicle.” She alleged further that American Warranty issued her a warranty but failed to repair her truck. Hester never served American Warranty with a summons and copy of her complaint. Hester alleged that Mac Haik took possession of her vehicle to make warranted repairs and later allowed it to be towed. Mac Haik, finding that all of Hester’s claims, which sounded in tort or contract and related to her purchase or condition of the vehicle at issue, argued that the claims were subject to arbitration. Mac Haik appealed the circuit court’s denial of its motion to compel arbitration. Because the Mississippi Supreme Court found that the claims fell within the scope of the valid arbitration provision, and that no defenses existed to bar arbitration, it reversed reverse the circuit court’s order denying Mac Haik’s motion to compel arbitration and ordered the claims to arbitration. View "Jackson Mac Haik CDJR, Ltd. v. Hester" on Justia Law

North Star Water, LLC, provided water to oil drilling companies. In September 2014, North Star hired Northwest Grading, Inc., to construct an underground water pipeline from the Missouri River to North Star’s various pumping stations. Northwest Grading sent regular invoices to North Star during the course of construction. In August 2015, Northwest Grading informed North Star it owed a balance of $91,072.99. Northwest Grading notified North Star it would repossess the pipeline if it were not paid immediately. Northwest Grading did not receive payment. Employees of Northwest Grading made the pipeline inoperable by closing valves and filling the valve boxes with dirt and concrete. As a result, North Star was temporarily unable to sell water to at least one of its customers. Northwest Grading sued North Star for breach of contract, quantum meruit, and foreclosure of a construction lien. North Star counterclaimed for fictitious billing, trespass, and damage to property through unlawful repossession. The district court entered findings of fact, conclusions of law, and an order for judgment in October 2018. The court found a business relationship existed between Northwest Grading and North Star, but not based on a written contract. The court concluded Northwest Grading was not authorized to repossess the pipeline by pouring concrete in the valve boxes, and its doing so was a breach of the peace. The North Dakota Supreme Court concluded the district court did not err as to either party’s damages and did not abuse its discretion by denying Northwest Grading’s motion to strike testimony. The Court modified the judgment to correct the calculation of interest, and affirmed the judgment as modified. View "Northwest Grading, Inc. v. North Star Water, LLC, et al." on Justia Law

Wanke, Industrial, Commercial, Residential, Inc. (Wanke) was a company that installed waterproofing systems. It sued Scott Keck and another of its former employees in 2008 for trade secret misappropriation after they left Wanke to form a competing business, WP Solutions. The parties entered into a stipulated settlement and later litigated Keck's alleged breach of that settlement agreement. To collect, Wanke filed a creditor's suit against third party AV Builder Corp. (AVB) to recover $109,327 that AVB owed WP Solutions in relation to five construction subcontracts. Following a bench trial, the court entered judgment in Wanke's favor for $83,418.94 after largely rejecting AVB's setoff claims. Invoking assignment principles, AVB contended: (1) Wanke lacked the ability to sue given judgment debtor WP Solutions's corporate suspension; (2) Wanke's suit was untimely under section 708.230 of the Code of Civil Procedure; and (3) the trial court erred in denying its request for warranty setoffs under section 431.70. Rejecting each of these contentions, the Court of Appeal affirmed the judgment View "Wanke, Industrial, Commercial, etc. v. AV Builder Corp." on Justia Law

Plaintiff Warner Wiggins appeals a circuit court's order compelling him to arbitrate his claims against Warren Averett, LLC. Warren Averett was an accounting firm. Eastern Shore Children's Clinic, P.C. ("Eastern Shore"), a pediatric medical practice, was a client of Warren Averett. In September 2010, while Wiggins, who was a medical doctor, was a shareholder and employee of Eastern Shore, Warren Averett and Eastern Shore entered an agreement pursuant to which Warren Averett was to provide accounting services to Eastern Shore ("the contract"). The contract contained an arbitration clause. Thereafter, Wiggins and Warren Averett became involved in a billing dispute related to the preparation of Wiggins's personal income-tax returns. In 2017, Wiggins filed a single-count complaint alleging "accounting malpractice" against Warren Averett. Warren Averett filed an answer to Wiggins's complaint, asserting, among other things, that Wiggins's claims were based on the contract and were thus subject to the arbitration clause. A majority of the Alabama Supreme Court concluded the determination of whether Wiggins' claims were covered under the terms of the arbitration clause was delegated to an arbitrator to decide. Therefore, it affirmed the trial court's order. View "Warner W. Wiggins v. Warren Averett, LLC" on Justia Law

The First Circuit affirmed the decision of the district court entering summary judgment against Plaintiff Jay Furtado and in favor of Defendants, attorney Amy Page Oberg and the law firm DarrowEverett LLP, and dismissing Plaintiff's claims of legal malpractice, breach of fiduciary duty, and misrepresentation, holding that summary judgment was properly granted.Plaintiff was one of three members of a limited liability company (LLC) for a gym. In 2008, Plaintiff engaged Oberg to help to establish the LLC. After the LLC stopped operations, Plaintiff brought this action. The district court entered summary judgment for Defendants. The First Circuit affirmed, holding that, even if there were any doubt that Plaintiff had waived on appeal an argument that a reasonable jury could find that a breach by Defendants proximately caused his harm, this Court would still conclude that summary judgment was proper in this case. View "Furtado v. Oberg" on Justia Law

T-Mobile customers can participate in “T-Mobile Tuesdays,” a promotional service, offering free items and discounts. Customers who no longer wish to receive marketing communications may opt-out by contacting T-Mobile’s customer service. T-Mobile user Warciak received a text message: This T-Mobile Tuesday, score a free 6” Oven Roasted Chicken sub at SUBWAY, just for being w/ T-Mobile. Ltd supply. Get app for details. The message came from T-Mobile. Warciak was not charged for the text. Warciak sued Subway claiming Subway engaged in a common-law agency relationship with T-Mobile, and that Subway’s conduct violated the Telephone Consumer Protection Act (TCPA). T-Mobile is not included in the lawsuit. The court dismissed the complaint as lacking sufficient support for claims of actual and apparent authority: control over the timing, content, or recipients of the text message. The court also found that the wireless carrier exemption applied so that no underlying TCPA violation exists ( 47 U.S.C. 227(b)(2)(C)). Prior written consent is not required for calls to a wireless customer by his wireless carrier if the customer is not charged. The Seventh Circuit affirmed. The only alleged conduct by Subway is its contractual relationship with T-Mobile. Warciak’s complaint lacks sufficient facts showing Subway manifested to the public that T-Mobile was its agent. He relied on T-Mobile’s conduct. Statements by an agent are insufficient to create apparent authority without also tracing the statements to a principal’s manifestations or control. View "Warciak v. Subway Restaurants, Inc." on Justia Law

In this venue dispute, the Supreme Court denied a petition for mandamus relief, holding that the trial court did not abuse its discretion in transferring the case to the parties' agreed venue.This case stemmed from a lawsuit alleging wrongful disposition of a limited partnership's assets. A group of the limited partners (collectively, Fox River) sued William Carlson, who owned and controlled the partnership's general partner, claiming that Carlson fraudulently misappropriated groundwater leases, breached the limited partnership agreement, and violated fiduciary duties. Fox River filed the lawsuit in Washington County where Carlson was domiciled. Carlson moved to transfer venue to Harris County, citing a venue-selection clause in the limited partnership agreement. The trial court granted the motion, enforcing the parties' venue agreement in accordance with Tex. Civ. Prac. & Rem. Code 15.020. Fox River sought mandamus relief, arguing that Tex. Civ. Prac. & Rem. Code 65.023(a) mandates venue in a defendant's county of domicile for cases primarily seeking injunctive relief. The Supreme Court denied mandamus relief, holding that section 15.020 requires enforcement of the parties' venue-selection agreement not because it is a "super mandatory" venue provision that supersedes section 65.023(a) but because section 65.023(a) does not apply in suits like this where injunctive relief is not the primary and principal relief requested. View "In re Fox River Real Estate Holdings, Inc." on Justia Law

The Supreme Court affirmed the judgment of the court of appeals reversing the judgment of the trial court concluding that Petitioners (together, ETP) and Respondents (together, Enterprise) had created a partnership to market and pursue a pipeline project to transport crude oil from Oklahoma to the Gulf Coast, holding that Texas law permits parties to conclusively agree that, as between themselves, no partnership will exist unless certain conditions are satisfied.In three written agreements, the parties set forth their intent that neither party be bound to proceed with the project at issue until each company's board of directors had approved the execution of a formal contract and definitive agreements memorializing the terms and conditions of the transactions were executed and delivered. ETP later sued arguing the parties had formed a partnership to market and pursue a pipeline and that Enterprise breached its statutory duty of loyalty. The trial court entered judgment for ETP. The court of appeals reversed. The Supreme Court affirmed, holding (1) parties can conclusively negate the formation of a partnership through contractual conditions precedent; and (2) the parties did so as a matter of law in this case, and there was no evidence that Enterprise waived the conditions. View "Energy Transfer Partners, LP v. Enterprise Products Partners, LP" on Justia Law

Luv N’ Care, Ltd. (“LNC”), a Louisiana corporation, filed suit against Jackel International Limited (a corporation established under the laws of England and Wales, having its principal place of business in England) and others, relating to a distribution agreement for child and baby care items. Jackel would be the exclusive distributor of certain LNC products. LNC contended Jackel agreed bot to copy any of LNC's products, their design, prototypes, packaging, methods, or any other proprietary information without LNC's written permission. However, LNC alleged that, on or about October 2009, it learned that Jackel had been selling child and baby products not covered under the terms of the distribution agreement with LNC, but which closely resembled LNC products. Furthermore, in April of 2010, LNC learned that Jackel began to commercialize additional child and baby products, which allegedly incorporated LNC’s products, design, and/or packaging in violation of the contract between the parties. This case presented an issue of first impression for the Louisiana Supreme Court regarding whether La. R.S. 13:4611(1)(g) authorized an award of attorney fees to a party in a contempt proceeding, who had been found not guilty of contempt of court, or whether an award of attorney fees was only authorized in favor of a party who successfully prosecuted a contempt action. The district court awarded, and the appellate court affirmed, attorney fees to Jackel, who was found not to be in contempt, as the “prevailing party.” Having determined that La. R.S. 13:4611(1)(g) only authorized courts to award attorney fees to a party who successfully prosecuted a rule for contempt of court, the Supreme Court concluded the district court erred in awarding attorney fees in favor of Jackel, and reversed the appellate and district courts holding otherwise. Insofar as the judgment awarded attorney fees, that portion was vacated. View "Luv N' Care, Ltd. v. Jackel International Limited" on Justia Law

When Erik Knight sold KnighTek, LLC to Jive Communications, Inc., Jive allegedly agreed to pay Knight $100,000 upfront and a revenue-based payment stream capped at $4.6 million. The continuing payments would convert to a lump sum payment if Jive’s ownership changed. Years later, Jive offered to cash out KnighTek for $1.75 million, a substantial discount from the remaining cap amount. According to Knight, Jive’s representatives told him the buy-out money depended on KnighTek accepting the proposal right away. If it did not, Jive would use the funds for other buyouts. Jive’s representatives also told Knight if he turned down the offer, it would take five years for Jive to make the remaining payments. Two days after KnighTek agreed to accept $1.75 million, Jive announced publicly it was being acquired by LogMeIn for $342 million - a change of control that according to KnighTek would have netted it a $2.7 million immediate payment under their earlier agreement. Believing it had been misled and shorted about $1 million, KnighTek filed suit against Jive, alleging that Jive fraudulently induced KnighTek to take the discounted payout. According to KnighTek, Jive and its representatives knew about the imminent change of control, misrepresented the availability of buyout funds, and duped KnighTek into accepting a discount when KnighTek could have received almost $1 million more and an immediate payment after the LogMeIn transaction. A Delaware superior court dismissed the complaint, finding some of Jive’s alleged misrepresentations lacked particularity and others failed to state a claim under Utah law, the law governing their agreements. The Delaware Supreme Court disagreed, finding that, viewing the complaint in the light most favorable to KnighTek, accepting as true its well-pleaded allegations, and drawing all reasonable inferences that logically flow from those allegations, KnighTek alleged fraud with sufficient particularity and stated a claim for fraudulent misrepresentation under Utah law. Thus the Court reversed the lower court’s dismissal, and remanded for further proceedings. View "Knightek, LLC v. Jive Communications, Inc." on Justia Law