Justia Contracts Opinion Summaries

CEEG (Shanghai) Solar Science & Technology Co., Ltd. (“CEEG”), a Chinese company, agreed to sell solar energy products to LUMOS, LLC, a U.S. company. After receiving certain shipments, LUMOS filed a warranty claim alleging workmanship defects, and refused to remit the balance due. After two years of "fitful" negotiations, CEEG filed an arbitration proceeding pursuant to the parties’ agreements. Although the parties had communicated exclusively in English to that point, CEEG served LUMOS with a Chinese-language notice of the proceedings, and LUMOS did not immediately realize what the notice was. After the arbitration panel ruled in its favor, CEEG moved for the district court to confirm the award. LUMOS filed a motion to dismiss, arguing that the Chinese-language notice caused it to miss the deadline to participate in appointing the arbitration panel. The district court granted the motion, finding that the notice was not reasonably calculated to apprise LUMOS of the arbitration proceedings. The Tenth Circuit agreed and affirmed. View "CEEG (Shanghai) Solar Science v. Lumos" on Justia Law

In June 2012, a hailstorm damaged Plaintiff KCOM’s motel. Soon a dispute arose between KCOM and its insurer, defendant Employers Mutual Casualty (EMC), over the extent of the damage. In October 2012, following receipt of an inspection report, KCOM submitted a proof of loss of $631,726.87. EMC admitted coverage but not the amount of loss. Dissatisfied, KCOM invoked the insurance contract’s appraisal provision. KCOM claimed there were issues with the appraisal process, prompting it to ultimately file suit against EMC, alleging breach of contract, unreasonable delay and denial of benefits, and bad faith breach of the insurance contract. The threshold question presented for the Tenth Circuit's review in this state law diversity action was whether the Court had appellate jurisdiction over the district court’s non-final order denying confirmation of a property loss appraisal. The Court concluded it did not, and dismissed the appeal. View "KCOM, Inc. v. Employers Mutual Casualty Co." on Justia Law

Patricia Cornwell, a well-known crime novelist, and her spouse filed suit against their former business managers Anchin Block & Anchin and the company’s principal, Evan Snapper, alleging New York state law claims of negligent performance of professional services, breach of contract, and breach of fiduciary duty. The jury returned a verdict in favor of Plaintiffs on all three claims and awarded Plaintiffs $51 million in damages. Thereafter, the district court vacated the jury’s decision, ruling that it had incorrectly instructed the jury and that Defendants’ statements to the Department of Justice (DOJ) were protected by a qualified privilege and therefore should not have been considered by the jury. The First Circuit reversed in part, holding (1) the district court correctly found that it incorrectly instructed the jury on New York’s statute of limitations for a breach of fiduciary duty claim; and (2) the district court erred in entering judgment as a matter of law for Defendants on the DOJ issue. Remanded for a new trial. View "Cornwell Ent., Inc. v. Anchin, Block & Anchin, LLP" on Justia Law

Caudill, the owner of a real estate brokerage, sued Keller Williams for breach of a 2001 franchise contract. Caudill's position as Regional Director of Keller Williams was terminated in 2010; her franchise was terminated in 2011. The suit settled with an agreement including a prohibition against disclosure of its terms, except to tax professionals, insurance carriers, and government agencies; those recipients had to promise to keep them in confidence. Any violation entitled the victim to damages of $10,000. Months later, Keller Williams issued an FDD (Franchise Disclosure Document) to about 2000 existing or potential franchisees and other parties, describing Caudill’s lawsuit in detail. The FDD was not required by the Federal Trade Commission under 16 C.F.R. 436.2(a). Caudill sought $20 million (2000 x $10,000) in damages. The district judge rejected her claim, noting that under Texas law a liquidated damages clause is enforceable only if “the harm caused by the breach is incapable or difficult of estimation and … the [specified] amount of liquidated damages is a reasonable forecast of just compensation.” The Seventh Circuit affirmed. It is unreasonable to suppose, without evidence, that the dissemination of the FDD caused Caudill a $20 million loss. Although the burden of proving that a liquidated damages clause is actually a penalty clause is on the defendant, Keller Williams established that there was no basis for the requested damages. View "Caudill v. Keller Williams Realty, Inc." on Justia Law

Defendants, Markel Corporation, Markel Services, Inc. (Markel Services), and Essex Insurance Company (Essex), appealed a superior court order denying their motions for summary judgment and granting summary judgment to plaintiff Michael Newell, in this insurance coverage action. Newell was allegedly injured in a slip and fall accident at a property owned by Brames, Inc. (Brames) in Laconia. Brames was insured under an Amusement Park General Liability Policy issued by Essex. Essex was a subsidiary of Markel Corporation and Markel Services was Markel Corporation’s claims handling branch. Newell filed two personal injury actions arising from his slip and fall. The first action against Brames' co-owner and treasurer, was settled out-of-court. In the second lawsuit, Newell sued Ivy Banks, the person who allegedly cleaned the floor upon which Newell slipped and injured himself. Defendants received notice of the Banks action, but declined to defend Banks or intervene. Banks, although properly served, filed neither an appearance nor an answer and was defaulted. A default judgment was entered against Banks for $300,000, the full amount of damages sought by Newell. Newell brought suit against defendants to recover the amount of the default judgment, arguing he was a third party beneficiary under the insurance contract between Brames and Markel/Essex. On appeal, defendants argued the trial court erred in determining that the language of the Policy was ambiguous and that Banks was a “volunteer worker” under the Policy. Finding no reversible error, the Supreme Court affirmed denial of defendants' motion for summary judgment. View "Newell v. Markel Corporation" on Justia Law

Menda Warne appealed the court of appeals' judgment reversing dismissal of Bill Hall's complaint, which asserted a claim of intentional interference with contract. The trial court dismissed the case for failure to state a claim upon which relief could be granted without addressing the applicable case law in its written order. The court of appeals expressly declined to apply more recent United States Supreme Court jurisprudence governing Fed. R. Vic. P. 12(b)(6), finding itself bound by the Colorado Supreme Court's existing precedent, which heavily relied on the federal Supreme Court's earlier opinion in "Conley v. Gibson," (355 U.S. 41 (1957)). The court of appeals reversed the trial court, finding the complaint sufficient to state a claim. The Colorado Supreme Court found that the court of appeals too narrowly understood the Court's existing precedent. After review of the complaint, the Colorado Supreme Court found that the trial court correctly dismissed the complaint for failure to state a claim upon which relief could be granted. View "Warne v. Hall" on Justia Law

In 2013, Panther, a marketing and brand management company, signed a contract with IndyCar, to purchase access to coveted space in the “Fan Village” at IndyCar racing events, an area where sponsors set up displays to attract fans. The Army National Guard had been Panther’s team sponsor, 2008-2013. After it signed the 2013 contract, Panther learned that another team, RLL, intended to provide the Guard with Fan Village space. Believing that RLL had conspired with IndyCar and the Docupak agency to persuade the Guard to sponsor RLL instead of Panther, Panther brought suit in state court against RLL, Docupak, IndyCar, and active‐duty Guard member Metzler, who acted as the liaison between the Guard and Panther. The defendants removed the case to federal court, where the United States was substituted as a party for Metzler, 28 U.S.C. 2679(d); Panther filed an amended complaint that did not name either Metzler or the United States. The district court dismissed the complaint against RLL, IndyCar, and Docupak and found the United States’s motion to dismiss for lack of jurisdiction moot. The Seventh Circuit vacated and remanded for dismissal for lack of jurisdiction; the basis for federal jurisdiction disappeared when Panther amended its complaint. View "Panther Brands, LLC v. Indy Racing League, LLC" on Justia Law

Petitioners Interstate Freight USA, Inc., Interstate Specialized, Inc., Interstate Freight, Inc. (collectively referred to as "the Interstate companies"), Charles Browning, and Donald Raughton, Sr., filed a petition for a writ of mandamus seeking to direct the Baldwin Circuit Court to vacate its order denying their motion to transfer the underlying action to the St. Clair Circuit Court and to enter an order granting the motion. The plaintiff in the underlying action, Kevin Vogler, was hired as a vice president/general manager for Interstate Specialized and Interstate Freight USA. Vogler sued, alleging that: in December 2013, he was working for another company and had become interested in acquiring the transportation branch of the Interstate companies; that he had entered into negotiations with Browning, the president of Interstate Freight USA and Interstate Specialized, and Raughton, a business consultant for the Interstate companies; that Browning and Raughton were acting on behalf of the Interstate companies; that the parties had agreed that "Vogler could acquire a minority interest in the trucking business over a two year period and, after two years of employment with the Interstate companies, would have the option of buying out the interest of Defendant Browning"; that Browning and Raughton had made representations to him regarding his salary and benefits; and that, based on those representations, Vogler left his previous employment and entered into separate employment contracts with Interstate Specialized and Interstate Freight USA. In early 2014, however, the businesses were shut down for "financial reasons," and Vogler's position was terminated. Petitioners moved to dismiss Vogler's complaint, or in the alternative, for a change of venue. After review, the Alabama Supreme Court concluded that Baldwin County was the proper venue, but that the trial court exceeded its discretion in denying the motion for change of venue on the "interest-of-justice" prong of the forum non conveniens statute. Accordingly, the Court granted the petition for the writ of mandamus and directed the trial court to transfer this case to the St. Clair Circuit Court. View "Ex parte Interstate Freight USA, Inc., et al." on Justia Law

The United States Court of Appeal for the First Circuit certified two questions of state law to the Massachusetts Supreme Court. The questions arose in the context of a bankruptcy proceeding, and concerned the power and effect of an affidavit of an attorney, executed pursuant to G.L. c. 183 section 5B, in relation to a mortgage containing a defective certificate of acknowledgement. The first question centered on whether, pursuant to the statute, a recorded mortgage omitting the name of the mortgagor, a material defect of that mortgage. The second question centered on whether the recording of that allegedly defective mortgages provides constructive notice of the mortgage to a bona fide purchaser, either independently or in combination with the mortgage. The Massachusetts Supreme Court answered both questions "yes." View "Bank of America, N.A. v. Casey" on Justia Law

Baskin-Robbins, a Delaware LLC, franchises ice cream stores. Alpenrose, a dairy products manufacturer incorporated in Oregon, is headquartered in Portland. In 1965, the two executed a territorial franchise agreement. Baskin-Robbins then had its principal place of business in California. Negotiations occurred in California. Between 1973 and 1985, the parties amended the Agreement three times; Baskin-Robbins remained in California. All material discussions concerning the amendments took place in Oregon. Around 1998 Baskin-Robbins' headquarters moved to Massachusetts. In 2001 and 2007, Alpenrose sent Baskin-Robbins, in Massachusetts, formal notice of its election to renew. In 2013, Alpenrose informed Baskin-Robbins that it did not intend to renew. The parties began negotiating Alpenrose's transition out of the arrangement. Negotiations stalled. Alpenrose wrote to Baskin-Robbins, stating that it wished to "revoke" its decision not to renew and requested another six-year extension, citing the Washington Franchise Investment Protection Act, Wash. Rev. Code 19.100.180(2)(i). Baskin-Robbins rejected Alpenrose's demands for renewal or compensation, then sought a declaratory judgment in the District of Massachusetts. That court dismissed for want of in personam jurisdiction, stating that "nothing in [the parties'] history . . . suggests that Alpenrose intended to purposefully avail itself of the privilege of conducting business within Massachusetts." The First Circuit reversed, “the assertion of jurisdiction satisfies both the relatedness and purposeful availment criteria, and the Gestalt factors do not counsel otherwise.” View "Baskin-Robbins Franchising LLC v. Alpenrose Dairy, Inc." on Justia Law