Justia Contracts Opinion Summaries

VTB Bank, a Ukranian bank and company, brought this lawsuit against Development Max, LLC, a Delaware limited liability company, and Navitron Projects Corp., a Panamanian corporation and managing member of Development Max, alleging fraudulent transfer, constructive fraudulent transfer, and unjust enrichment. Development Max and Navitron filed a motion to dismiss on the grounds of forum non conveniens, among other theories. The Court granted the motion with respect to VTB’s claim against Navitron but denied the motion with respect to VTB’s claim against Development Max. On reconsideration, the Court granted, without prejudice, Development Max’s motion to dismiss on grounds of forum non conveniens, holding that Ukraine, as opposed to Delaware, was the proper forum in which to litigate this dispute. View "VTB Bank v. Navitron Projects Corp." on Justia Law

Plaintiffs Delbert Soseeah, Maxine Soseeah and John Borrego filed this action against defendants Sentry Insurance, Dairyland Insurance Company, Peak Property and Casualty Insurance Company, and Viking Insurance Company of Wisconsin (collectively Sentry) claiming, in part, that Sentry failed to timely and properly notify them and other Sentry automobile insurance policyholders of the impact of two New Mexico Supreme Court decisions regarding the availability of uninsured and underinsured motorist coverage under their respective policies. The complaint alleged that Delbert Soseeah, after being injured in a motor vehicle accident, made a claim for UM/UIM benefits under two policies of automobile insurance issued by Sentry to Mrs. Soseeah. According to the complaint, Mrs. Soseeah “never executed a valid waiver of UM/UIM coverage under the” two policies and, consequently, Mr. Soseeah “demanded that . . . Sentry reform” the two policies “to provide stacked uninsured/underinsured motorist coverage limits equal to the limits of the liability coverage on each of the vehicles covered by the” policies pursuant to the two New Mexico Supreme Court decisions. Sentry purportedly refused to reform the policies and rejected Mr. Soseeah’s claim for UM/UIM benefits. The complaint alleged that Sentry, by doing so, violated New Mexico’s Unfair Practices Act (UPA), violated a portion of New Mexico’s Insurance Code known as the Trade Practices and Frauds Act (TPFA), breached the implied covenant of good faith and fair dealing, and breached the terms of the two policies. The district court granted plaintiffs’ motion for class certification. Sentry subsequently sought and was granted permission to appeal the district court’s class certification ruling. Because plaintiffs failed to establish that all members of the general certified class suffered the common injury required by Rule of Civil Procedure 23(a)(2), the Tenth Circuit concluded that the district court abused its discretion in certifying the general class. Because the district court’s certification ruling did not expressly address the Rule 23 factors as they applied to each of the identified subclasses, the Court did not have enough information to determine whether the district court abused its discretion in certifying two subclasses. Consequently, the Court directed the district court on remand to address these issues. View "Soseeah v. Sentry Insurance" on Justia Law

In IRB-Brasil Resseguros, S.A. v. Inepar Invs., S.A., the Court of Appeals held that, where parties include a New York choice-of-law clause in a contract, such a provision demonstrates the parties’ intent that courts not conduct a conflict-of-laws analysis. In the instant case, Plaintiff was a New York not-for-profit corporation that administered a retirement plan and a death benefit plan. Decedent was enrolled in both plans. Decedent named Appellants as beneficiaries. Both plans stated that they shall be governed by and construed in accordance with New York law. After Decedent died, a Colorado court admitted his will to probate. Plaintiff was unsure to whom the plan benefits should be paid after Decedent’s death and commenced a federal interpleader action against Decedent’s Estate, the personal representative (PR) of the Estate, and Appellants. A federal district court directed Plaintiff to pay the disputed funds to the PR, concluding that Colorado’s revocation law terminated any claims to the plans by Appellants. On appeal, the Second Circuit Court of Appeals certified questions to the Court of Appeals. The Court of Appeals answered by extending the holding in IRB to contracts that do not fall under Gen. Oblig. Law 5-1401 and clarifying that this rule obviates the application and both common-law and conflict-of-laws principles and statutory choice-of-law directives, unless the parties expressly indicate otherwise. View "Ministers & Missionaries Benefit Bd. v. Snow" on Justia Law

A landowner filed a complaint for breach of contract against the predecessor in interest to Huntington National Bank. The trial judge ruled in favor of the landowner and awarded damages. The court of appeals reversed on the issue of the proper standard for calculating damages and remanded the case for a recalculation. On remand, the trial judge ordered a new evidentiary hearing on damages, concluding that the court could not arrive at a proper measure of damages without additional testimony. Huntington filed this action in procedendo and prohibition in the court of appeals and filed a notice of appeal of the trial court’s order. The court of appeals (1) dismissed the appeal on grounds that the order requiring a new hearing was not a final appealable order, and (2) dismissed the procedendo and prohibition petition, concluding that Huntington had an adequate remedy by way of appeal and that the trial court did not exceed its jurisdiction by ordering an evidentiary hearing. The Supreme Court affirmed, holding that Huntington had an adequate remedy at law by way of appeal and that the trial judge’s jurisdiction to order the evidentiary hearing and to determine damages based on new evidence was not patently and ambiguously lacking. View "State ex rel. Huntington Nat'l Bank v. Kontos" on Justia Law

Plaintiffs filed suit against Defendant, alleging breach of contract and misappropriation of trade secrets. Concerned by Plaintiffs’ counsel’s (Counsel) exposure to certain documents as a result of Counsel working “closely” with Defendant’s former finance manager, Defendant moved to disqualify Counsel from representing Plaintiff. The special master denied the motion to disqualify. The trial court, however, ordered Counsel’s disqualification. The court of appeals subsequently denied Plaintiffs’ petition for mandamus relief. The Supreme Court conditionally granted mandamus relief, holding that the trial court improperly disqualified Counsel under In re American Home Products Corp., as the American Home Products screening requirement does not govern a fact witness with information about his former employer if his position with that employer existed independently of litigation and he did not primarily report to lawyers. Rather, to the extent that a fact witness discloses his past employer’s privileged and confidential information, the factors outlined in In re Meador should guide the trial court’s decision regarding disqualification. View "In re RSR Corp. and Quemetco Metals Ltd., Inc." on Justia Law

Real parties in interest (collectively, Seaver) filed a complaint against Petitioners (collectively, the Helfsteins) and against Uninet Imaging, Inc., alleging claims arising out of agreements between the Helfsteins and Seaver following Uninet’s purchase of the Helfsteins’ companies. The Helfsteisn settled with Seaver, and Seaver voluntarily dismissed their claims against the Helfsteins. Seaver later filed a notice of rescission, alleging that the Helfsteisn fraudulently induced them to settle. Meanwhile, the district court resolved the claims between Seaver and Uninet. Seaver later filed a Nev. R. Civ. P. 60(b) motion to set aside the settlement agreement and voluntary dismissal, seeking to proceed on their claims against the Helfsteins. The Helfsteisn filed a motion to dismiss, arguing that the district court lacked jurisdiction over them and that the Rule 60(b) motion was procedurally improper. The district court denied the motion. The Helfsteins then filed this original writ petition asking the Supreme Court to consider whether Rule 60(b) can be used to set aside a voluntary dismissal or a settlement agreement. The Supreme Court granted the petition, holding that even if Rule 60(b) applied in this case, the motion was time-barred. View "Helfstein v. Eighth Judicial Dist. Court" on Justia Law

Expro Americas, LLC ("Expro") filed a complaint seeking, inter alia, a temporary restraining order and preliminary injunction against Eddie Walters, a former Expro employee, and H&H Welding, LLC. Expro offered "oil and gas well and pipeline services," including providing "specially designed flaring products and services to pipeline transmission companies and refineries along the Gulf Coast." Expro's six-inch, trailer-mounted flare stacks were at the heart of this dispute. Eddie Walters was an Expro employee until August 5, 2013. Thereafter, Walters was employed by Clean Combustion, a competitor of Expro's that was created in 2013 by former Expro employees. Expro filed its application for a restraining order against H&H and Walters, alleging that both defendants stole the design for its flare stack. Expro specifically alleged that "[t]he information used to design and create the trailer-mounted flaring system is a ‘trade secret' of Expro's." Furthermore, it alleged breach of contract against H&H, claiming that the terms of Expro's purchase orders with H&H contained a "Proprietary Rights" section "in which H&H ‘warrants to keep all design, information, blueprints and engineering data with respect to the Goods confidential and to not make use of but to assign to Expro each invention, improvement and discovery relating thereto (whether or not patentable) conceived or reduced to practice in the performance of the Purchase Order by any person employed by or working under the directions of the Supplier Group.'" The trial court granted the restraining order, but after conducting an evidentiary hearing, the chancellor dissolved the temporary restraining order and found no facts to justify the issuance of a preliminary injunction. The chancellor awarded the defendants attorneys' fees and expenses in excess of the $5,000 injunction bond that Expro had posted. After determining that Expro's suit against H&H was meritless, the chancellor sua sponte dismissed H&H from the suit with prejudice. Expro appealed, and the Supreme Court affirmed in part and reversed in part. The Court found that the chancellor did not err by awarding the defendants attorneys' fees and expenses, because Expro's application for a preliminary injunction was frivolous and was made in bad faith. However, the Court found the chancellor misapplied Mississippi Rules of Civil Procedure Rule 4, and therefore erred by dismissing H&H from the suit with prejudice. View "Expro Americas, LLC v. Walters" on Justia Law

Zachary Johnson and Margie Johnson contracted with Buskohl Construction Inc. as a general contractor to oversee the construction of their new house. John Buskohl was the sole shareholder, officer, and director of Buskohl Construction Inc. Due to a deteriorating relationship with the Johnsons, Buskohl walked off the job before construction was complete, leaving various "odds-and-ends" unfinished on the house. The Johnsons repaired some of the alleged deficiencies themselves and solicited bids from various contractors to fix the remaining issues. The Johnsons sued Buskohl alleging Buskohl negligently constructed the house, breached the contract, and breached the warranty to construct the house in a workmanlike manner. The jury returned a verdict in favor of the Johnsons. Buskohl moved for a new trial under N.D.R.Civ.P. 59(b), arguing irregularities in the proceedings prevented him from receiving a fair trial. The district court denied the motion. On appeal, Buskohl argued the district court abused its discretion by denying a new trial because the district court erred by: (1) failing to provide a special verdict form that categorically itemized damages; (2) allowing hearsay into evidence; (3) excluding Buskohl's expert from testifying; and (4) denying Buskohl's motion for mistrial based on improper closing argument. After review, the Supreme Court concluded the district court erred in admitting hearsay evidence that did not fall within an exclusion or exception. Accordingly, the Court reversed the district court's judgment and remanded for a new trial, because the district court's error affected Buskohl's substantial right to a fair trial. View "Johnson v. Buskohl Construction, Inc." on Justia Law

In 2012, appellant Charles D. Leone II resigned his position as a principal of Madison Street Partners, LLC (“MSP”). Pursuant to the terms of MSP’s Operating Agreement, fellow principals Steven Owsley and Drew Hayworth elected to buy Leone’s interest in MSP. The agreement required the purchase price to be set at fair market value, as determined in good faith by MSP’s managers, Owsley and Hayworth. After receiving valuations from two independent valuation firms, the Managers proposed a purchase price of $135,850, which Leone rejected. Leone then sued the Managers in federal district court, contending the proposed purchase price was far below market value and asserted claims for breach of contract and breach of the implied covenant of good faith and fair dealing. The Managers moved for summary judgment on both claims, arguing Leone’s claims were barred by their good faith reliance upon the value set by the independent valuation firms. The district court granted the motion. On appeal, Leone argued: (1) the district court misapplied the law regarding express and implied good faith obligations; (2) the district court incorrectly held that bad faith requires a tortious state of mind; and (3) he presented sufficient evidence of bad faith to survive summary judgment. After review, the Tenth Circuit concluded Leone indeed presented sufficient evidence to survive summary judgment: “three different types of ‘good faith’ were at play in this case: the express contractual provision, an implied covenant of good faith, and the statutory safe harbor for good faith reliance on experts’ opinions. Regardless of which one applies, the Managers bore the burden as movants for summary judgment to establish there were no genuine issues of material fact with respect to their defense of good faith reliance on outside valuations. Although the Managers are entitled to a rebuttable presumption of good faith in relying on the outside valuations, Mr. Leone has raised genuine issues of material fact to rebut that presumption. Without the presumption and given the existence of fact issues regarding the Managers’ good faith, we conclude the district court erred in granting summary judgment in favor of the Managers on their affirmative defense.” View "Leone v. Owsley" on Justia Law

Pilkington North America, Inc. entered into a social contract with Toledo Edison Company under which Toledo provided one of Pilkington’s facilities with discounted electric service. The Public Utilities Commission approved the special contract. Pilkington later filed a complaint alleging that Toledo Edison had unlawfully terminated the special contract. Five other companies that also had special contracts with the utility also filed complaints against Toledo Edison. The Commission consolidated the six complaints and dismissed them. With the exception of Pilkington, each of the industrial customers appealed the Commission’s decision. The Supreme Court reversed the Commission’s order, concluding that Toledo Edison had prematurely terminated the special contracts. Pilkington subsequently filed a Ohio R. Civ. P. 60(B) motion for relief from judgment with the Commission seeking relief from the Commission’s order dismissing its complaint and its order denying the application for rehearing that the other five complainants filed. The Commission denied Pilkington’s motion, concluding that Pilkington may not use Rule 60(B) as a substitute for appeal. The Supreme Court affirmed, holding that because Pilkington did not appeal the Commission’s adverse judgment, that judgment is final, and res judicata precludes the use of Rule 60(B) to obtain relief from that final judgment. View "In re Complaint of Pilkington N. Am., Inc." on Justia Law