Justia Contracts Opinion Summaries

The case involves BitGo Holdings, Inc. and Galaxy Digital Holdings Ltd., who entered into a merger agreement. BitGo, a technology company, was required to submit audited financial statements to Galaxy, the acquirer, by a specified date. When BitGo submitted the financial statements, Galaxy claimed they were deficient because they did not apply recently published guidance from the Securities and Exchange Commission’s staff. BitGo disagreed, but submitted a second set of financial statements. Galaxy found fault with the second submission and terminated the merger agreement. BitGo then sued Galaxy for wrongful repudiation and breach of the merger agreement.The Court of Chancery sided with Galaxy and dismissed the complaint. The court found that the financial statements submitted by BitGo did not comply with the requirements of the merger agreement, providing Galaxy with a valid basis to terminate the agreement.On appeal, the Supreme Court of Delaware reversed the decision of the Court of Chancery. The Supreme Court found that the definition of the term “Company 2021 Audited Financial Statements” in the merger agreement was ambiguous. The court concluded that both parties had proffered reasonable interpretations of the merger agreement’s definition. Therefore, the court remanded the case for the consideration of extrinsic evidence to resolve this ambiguity. View "BitGo Holdings, Inc. v. Galaxy Digital Holdings Ltd., et al." on Justia Law

This case involves a dispute between Jacam Chemical Company 2013, LLC (Jacam) and its competitor GeoChemicals, LLC, along with Arthur Shepard Jr., a former Jacam employee who later worked for GeoChemicals. Jacam sued both Shepard and GeoChemicals, alleging breach of contract, misappropriation of trade secrets, and tortious interference with contracts. Shepard and GeoChemicals countersued Jacam. The district court granted a declaratory judgment to Shepard, concluding that he owed no contractual obligations to Jacam, and dismissed the remaining claims of Jacam and GeoChemicals.The district court had previously reviewed the case and granted summary judgment to Shepard, holding that he had no enforceable agreements with Jacam. The court also dismissed all of Jacam’s and GeoChemicals’s other claims against each other. Both Jacam and GeoChemicals appealed aspects of the summary judgment order.The United States Court of Appeals for the Eighth Circuit affirmed the district court's decision. The court found that neither the HCS Agreement nor the 2015 version of CES’s Conduct Code created an enforceable contract between Jacam and Shepard. The court also held that Jacam did not make reasonable efforts to keep its pricing information secret, which means the pricing information documents were not trade secrets which Shepard could misappropriate. Finally, the court agreed with the district court that Jacam’s tortious-interference claim fails. The court also dismissed GeoChemicals’s cross-appeal, holding that Jacam did not commit an independently tortious act that interfered with GeoChemicals’s relationship with Continental. View "Jacam Chemical Co. 2013, LLC v. Shepard" on Justia Law

The case involves a group of grocery store owner-operators and their related company, Anchor Mobile Food Markets, Inc. (AMFM), who sued Onex Partners IV, Onex Corporation, Anthony Munk, and Matthew Ross (collectively, Onex) for violations of Missouri common law and the Racketeer Influenced and Corrupt Organizations Act (RICO). The owner-operators had invested in the discount grocery chain Save-A-Lot and its independent licensee program, which turned out to be a disastrous investment. They alleged that Onex, which had acquired Save-A-Lot, had fraudulently induced them into the investment.The United States District Court for the Eastern District of Missouri had granted summary judgment to Onex. The court found that the owner-operators had signed multiple contractual releases and anti-reliance disclaimers before opening their stores, which barred their claims. The owner-operators and AMFM argued that these releases and disclaimers were fraudulently induced.The United States Court of Appeals for the Eighth Circuit affirmed the district court's decision. The court found that the owner-operators failed to raise a genuine dispute of material fact that they were fraudulently induced to enter the releases. The court also found that the releases were valid and barred the owner-operators' claims. The court further found that AMFM's claims against Onex failed, as neither Save-A-Lot nor Onex had contracted with AMFM. Finally, the court affirmed the district court's denial of the owner-operators and AMFM's request for leave to amend their complaint. View "SBFO Operator No. 3, LLC v. Onex Corporation" on Justia Law

KOKO Development, LLC, a real estate developer, contracted with Phillips & Jordan, Inc., DW Excavating, Inc., and Thomas Dean & Hoskins, Inc. (TD&H) to develop a 180-acre tract of land in North Dakota. However, the project faced numerous issues, leading KOKO to sue the defendants for breach of contract and negligence. KOKO did not disclose any expert witnesses before the trial, leading the district court to rule that none of its witnesses could give expert testimony. Consequently, the district court granted the defendants' motion for summary judgment, finding that without expert witnesses, KOKO could not establish its claims.The district court's decision was based on the complexity of the issues involved in the case, which required expert testimony. The court found that KOKO's negligence and breach of contract claims required complex infrastructure and engineering analysis, which was beyond the common knowledge or lay comprehension. KOKO appealed the decision, arguing that the district court erred in finding that it did not properly disclose witnesses providing expert testimony and that expert testimony was necessary for the case.The United States Court of Appeals for the Eighth Circuit affirmed the district court's decision. The appellate court found that KOKO did not identify the witnesses that would provide expert testimony and did not meet the requirements of Rule 26(a)(2). The court also agreed with the district court that the negligence and breach of contract claims required expert testimony due to the complexity of the issues in the case. The court concluded that the district court did not abuse its discretion by excluding the three witnesses' expert testimony and requiring expert testimony for the negligence and breach of contract claims. View "KOKO Development, LLC v. Phillips & Jordan, Inc." on Justia Law

In 2011, James Buchl and Doren Chatinover, electrical engineers with experience in oil fields, entered into an oral contract with Gascoyne Materials Handling & Recycling to work as project managers for a division of Gascoyne. After five years, Gascoyne stopped making monthly payments under the contract, leading the plaintiffs to end the relationship and file a lawsuit. The plaintiffs' initial complaint alleged eleven causes of action, including fraud and deceit, which were dismissed by the district court. The case proceeded to a bench trial on the remaining claims for breach of contract and conversion, and on Gascoyne’s counterclaims.The district court found that Gascoyne had underpaid the plaintiffs by $822,199 and entered judgment in their favor for that amount, plus prejudgment and post-judgment interest. The court dismissed Gascoyne’s counterclaims. Gascoyne filed a post-trial motion to alter or amend, raising the issues now presented on appeal. The district court modified the award of post-judgment interest but otherwise denied the motion.On appeal, the United States Court of Appeals for the Eighth Circuit affirmed all but $14,650 of the award of contract damages and the award of costs, reversed the grant of prejudgment interest, and remanded for entry of an amended judgment. The court found that the district court had not made a clear error in calculating the profits due to the plaintiffs, except for failing to include $29,300 in expenses for a particular project, which would reduce the plaintiffs' share of the profits by $14,650. The court also held that the plaintiffs' contract damages were not certain and were not capable of being made certain by calculation, so the district court erred in awarding prejudgment interest. View "Buchl v. Gascoyne Materials" on Justia Law

HotChalk, LLC filed a lawsuit against the Lutheran Church—Missouri Synod and 22 other defendants, alleging breach of contract and fraud in relation to the closure of Concordia University - Portland. HotChalk claimed that the Synod orchestrated the university’s closure to financially benefit itself and its affiliates while leaving the university’s creditors out in the cold. During discovery, the Synod sought a protective order to prevent the disclosure of certain documents related to internal religious matters. The trial court granted the protective order, effectively denying a motion to compel discovery of those documents. HotChalk then filed a petition for mandamus.The trial court's decision to grant the protective order was based on an in-camera review of the documents in question. The court equated the Synod's motion to a motion to restrict discovery to protect a party from embarrassment. After completing its final in-camera review, the trial court granted the Synod's motion for a protective order. HotChalk then filed a timely petition for mandamus in the Supreme Court of the State of Oregon.The Supreme Court of the State of Oregon issued an alternative writ of mandamus, directing the trial court to either vacate its order or show cause why it should not do so. The trial court declined to vacate its order, leading to arguments in the Supreme Court. The Synod argued that the writ should be dismissed because HotChalk has a plain, speedy, and adequate remedy in the ordinary course of the law. The Supreme Court agreed with the Synod, stating that HotChalk had not established that the normal appellate process would not constitute a plain, speedy, and adequate remedy in this case. Therefore, the Supreme Court dismissed the alternative writ as improvidently allowed. View "Hotchalk, Inc. v. Lutheran Church--Missouri Synod" on Justia Law

The case involves a dispute between BMC Software, Inc. (BMC) and International Business Machines Corporation (IBM) over a Master Licensing Agreement (MLA) and an Outsourcing Attachment. BMC, a software company, and IBM, an information technology company, directly compete in developing and selling mainframe software. However, IBM also provides necessary outsourcing services to BMC and its customers, including AT&T. In 2008, IBM and BMC entered into an MLA and an Outsourcing Attachment, which were amended in 2013 and 2015. The dispute centers around the 2015 amendment, particularly three provisions that govern IBM's use of BMC's software.The case was first heard in the United States District Court for the Southern District of Texas. The district court awarded summary judgment to IBM on the claim for breach of Section 1.1 of the 2015 amendment, but denied IBM's motion for summary judgment on BMC’s Section 5.1 breach-of-contract claim. The court concluded that Section 5.4 of the 2015 amendment unambiguously prevented IBM from “displacing” BMC products with IBM software. The court granted partial summary judgment to BMC because IBM “displaced BMC Customer Licenses with IBM products when it implemented Project Swallowtail at AT&T.” After a bench trial, the district court awarded BMC approximately $1.6 billion in damages.The case was then appealed to the United States Court of Appeals for the Fifth Circuit. The appellate court disagreed with the district court's interpretation of Section 5.4 of the 2015 amendment. The court held that “other valid business reasons” under Section 5.4 supported IBM’s service in effecting AT&T’s switchover, which partially included IBM software. The court concluded that IBM did not breach Section 5.4 by agreeing to provide IT services to perform this task. Therefore, the judgment of the district court was reversed. View "BMC Software v. IBM" on Justia Law

A motor vehicle manufacturer, General Motors LLC (GM), sought to terminate its franchise agreement with Mall Chevrolet, Inc., a successful car dealership in New Jersey, after discovering that the dealership had submitted false warranty claims for vehicle repairs. GM also intended to recoup the amounts it paid in disputed warranty claims through a chargeback process. In response, Mall Chevrolet sued GM under the New Jersey Franchise Practices Act to prevent the termination of the franchise agreement and the chargebacks. However, the dealership's claims did not survive summary judgment.The District Court found that there was no genuine dispute of material fact – the dealership did submit false claims for warranty repairs – and GM was entitled to judgment as a matter of law on each of the appealed claims. The dealership then appealed the District Court’s summary-judgment rulings.The United States Court of Appeals for the Third Circuit affirmed the judgment of the District Court. The court found that GM had good cause to terminate the franchise agreement because Mall Chevrolet had materially breached the contract by submitting false claims for warranty work. The court also found that the dealership's remaining statutory claims were barred by the defense provided in the New Jersey Franchise Practices Act, which allows a franchisor to avoid liability for any claim under the Act if the franchisee has not substantially complied with the franchise agreement. View "Mall Chevrolet Inc v. General Motors LLC" on Justia Law

The case revolves around a dispute between Private Jet Services Group, LLC (PJS), a private aircraft booking agent, and Tauck, Inc., a provider of domestic and international guided tours. The parties had entered into an "Air Charter Services Blanket Purchase Agreement" (BPA) in January 2018, which established the terms under which Tauck would book and pay for air transportation for the New Zealand portion of its Australia and New Zealand tours. In May 2018, they executed a Statement of Work (SOW) that required Tauck to guarantee a minimum of fifty tours per year and to pay PJS an agreed-upon sum for each "missed" tour. The SOW also included a force majeure clause that protected PJS from delays, losses, or damages caused in whole or in part by force majeure events, including epidemics and acts of civil or military authority.The dispute arose when the COVID-19 pandemic prevented Tauck from conducting tours in New Zealand. After Tauck cancelled its remaining 2020 tours, PJS sued Tauck in the New Hampshire federal court alleging a breach of contract. Tauck responded by invoking the doctrines of impossibility and frustration of purpose to excuse performance of its obligations under the contracts. Both parties moved for summary judgment on the count relating to the 2020 tour season, which the district court denied without prejudice. The district court then certified a question to the Supreme Court of New Hampshire regarding the interpretation of the force majeure clause and its impact on the common law defenses of impossibility, impracticability, and frustration of commercial purpose.The Supreme Court of New Hampshire held that the common law contract defenses of impossibility, impracticability, and frustration of commercial purpose are so fundamentally related to contract formation and purpose that they remain viable unless expressly waived. Therefore, a force majeure clause that protects only one party to a contract should not be deemed, in and of itself, a relinquishment of the other party’s right to interpose those common law defenses. The case was remanded back to the lower court for further proceedings. View "Private Jet Services Group, LLC v. Tauck, Inc." on Justia Law

A group of neurosurgeons and their practice group, Comprehensive Neurosurgical, P.C., sued The Valley Hospital after the hospital granted another group of neurosurgeons exclusive privileges in areas where the plaintiffs had previously held privileges. The plaintiffs claimed that the hospital did not deal with them fairly or act in good faith when it granted these exclusive privileges. The plaintiffs had joined the hospital's medical staff in 2003 and had helped grow the hospital's neurosurgical programs and facilities. They primarily derived their practice from treating "unassigned" ER patients and also received "specialized privileges" to use certain equipment. In 2015, the hospital granted a different group of neurosurgeons exclusive rights to use this equipment and to treat "unassigned" ER patients, thereby revoking the plaintiffs' privileges in those areas.The plaintiffs filed a complaint against the hospital. Following summary judgment motions, two claims reached the jury: a breach of contract claim and a breach of the implied covenant of good faith and fair dealing claim. The jury found no cause of action on the breach of contract claim but awarded damages based on the breach of implied covenant claim. The hospital appealed, and the Appellate Division affirmed both the denial of summary judgment and the jury’s verdict. The hospital then petitioned for certification.The Supreme Court of New Jersey held that the plaintiffs’ good faith and fair dealing claim properly survived summary judgment, but the jury was not correctly charged or asked to rule on that claim. The court found that the trial judge failed to instruct the jury that the only underlying contract to which the implied covenant could attach had to be one beyond the rights afforded by the Bylaws. The court also found that the improper admission into evidence of privileged emails and the improper remarks by plaintiffs’ attorney had the capacity to lead the jury to reach a verdict it would not have otherwise reached and thus deprived the hospital of a fair trial. The court reversed the verdict on the implied covenant claim, vacated it, and remanded the matter for further proceedings. View "Comprehensive Neurosurgical, P.C. v. The Valley Hospital" on Justia Law