Justia Contracts Opinion Summaries

Coyote Springs Investment, LLC and BrightSource Energy, Inc. entered into a lease. One year later, BrightSource sought to terminate the lease. Coyote Springs sued BrightSource, claiming that the lease’s termination was ineffective without payment of the termination fee. Before trial, the parties deposed Harvey Whittemore, the former co-owner and manager of Coyote Springs. During the deposition, Coyote Springs requested a recess in order to conduct a private conference with Whittemore. The trial commenced, and during cross-examination of Whittemore, BrightSource’s counsel inquired as to what was discussed at the deposition conference. Coyote Springs objected based on attorney-client privilege. The trial court overruled the objection, determining that the communication was not privileged. Coyote Springs petitioned for extraordinary writ relief on the deposition issue. The Supreme Court denied the writ, holding that the communications between Whittemore and counsel for Coyote Springs during the break in Whittemore’s deposition were discoverable because Coyote Springs requested the recess in the deposition and failed to make a sufficient, contemporaneous record of the conference so as to preserve the attorney-client privilege. View "Coyote Springs Inv., LLC v. Eighth Judicial Dist. Court" on Justia Law

At issue in this appeal was a contract dispute involving a Right-of-Way Easement Option (Agreement) between plaintiff-appellee Angus Chemical Company and defendant-appellant Glendora Plantation, Inc. This appeal stems from the district court’s grant of Angus’s motion for partial summary judgment, denial of Glendora’s motion for partial summary judgment, and denial of Glendora’s motion to compel discovery. Specifically, the issues presented were: (1) whether Angus had authority under the Agreement to abandon the original 12” pipeline in place when it constructed a new 16” pipeline; (2) whether Angus had authority under the Agreement to install fiber optic cables; and (3) whether it was improper for the district court to deny Glendora’s motion to compel discovery. Upon review, the Fifth Circuit concluded: (1) the there was still a material fact issue as to whether the Agreement required removal of the 12" pipeline; (2) the Agreement was sufficiently clear allowing Angus to install fiber optic cables; and (3) because the Fifth Circuit was remanding for consideration of other facts and issues, the Fifth Circuit remanded for the trial court to consider the motion to compel. View "Angus Chemical Company v. Glendora Plantation, Inc" on Justia Law

In 2007, MTB Enterprises, Inc. obtained a $17 million construction loan from financial institution ANB Financial. ANB thereafter failed, and the Federal Deposit Insurance Corporation transferred the construction loan to ADC Venture 2011-2, LLC. In 2012, MTB filed suit in the United States District Court for the District of Idaho against ADC Venture alleging that ADC Venture assumed the obligations of ANB Financial and was therefore liable for breach of contract and damages from MTB’s failed construction venture. The district court dismissed MTB’s claims. The Ninth Circuit dismissed MTB’s appeal for lack of jurisdiction, holding (1) the rule set forth in the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 that a claimant must sue in the district court where the failed bank’s principal place of business was located or the United States District Court for the District of Columbia is a jurisdictional limitation on federal court review; and (2) because the United States District Court for the District of Idaho lacked subject-matter jurisdiction over the case from the start, the case must be dismissed. View "MTB Enters., Inc. v. ADC Venture 2011-2, LLC" on Justia Law

Plaintiff, a resident of California, and Defendant, a resident of Michigan, worked together with a third man to develop and market an electrolyte for use in hydrogen fuel cells. When Plaintiff and the third man sold the electrolyte technology without telling Defendant, Defendant threatened to sue if he was not paid what he claimed was his one-third share of the proceeds under an oral agreement. Thereafter, Plaintiff sued Defendant in California seeking a declaration that no oral agreement existed between the parties and for damages for intentional interference with a sales contract. The district court dismissed the suit, concluding that it lacked jurisdiction over Defendant on either of the two claims. The Supreme Court affirmed, holding that because Defendant neither purposefully availed himself of the privilege of conducting activities in California nor expressly aimed his conduct at California, the district court did not err in dismissing the case for lack of personal jurisdiction. View "Picot v. Weston" on Justia Law

Plaintiffs Trilogy at Glenn Ivy Maintenance Association and various homeowners filed suit against defendant Shea Homes, Inc., and others alleging, inter alia, that Shea improperly diverted revenues from a contract that should have been paid to Association. After Shea sought and obtained judgment on the pleadings, plaintiffs filed an amended complaint, and Shea responded by moving to dismiss the amended complaint pursuant to Code of Civil Procedure section 425.16 (the anti-SLAPP, strategic lawsuit against public participation, statute). The trial court denied the motion and Shea appealed. After review, the Court of Appeal concluded the trial court correctly found Shea had not satisfied its initial burden of showing plaintiffs' claims arose from protected activity and therefore correctly denied Shea's motion to strike the complaint under the anti-SLAPP law. View "Trilogy at Glen Ivy v. Shea Homes" on Justia Law

The 2008 contract for the design and construction of nuclear electrical generating units at a Georgia power plant specifies that it is to be governed by Georgia law. The contractor sought payment after Nuclear Regulatory Commission requirements delayed the project and imposed additional costs. The contract calls for mediation. After 60 days, either party may proceed to litigation “in a court of competent jurisdiction,” the parties “agree to the non-exclusive jurisdiction of the United States District Court for the District of Columbia for any legal proceedings.” After mediation the contractor filed its District of Columbia complaint, seeking more than $900 million. The court’s electronic filing log reported “11/01/2012 20:00:01” as the filing time. Georgia Power filed in the Southern District of Georgia, seeking to recover more than $100 million paid under protest and a declaratory judgment. The hard copy of the complaint notes November 1, 2012, 8:00 p.m. as the time of the filing. The district court did not decide who filed first, but determined that the controversy should be adjudicated in Georgia, regardless of which party filed first. The D.C. Circuit affirmed. A clause permitting first-to-file challenges (comparing one lawsuit to another) contemplated that the venue clause was permissive. View "Stone & Webster, Inc. v. Georgia Power Co." on Justia Law

CCC, an investment fund incorporated in Guernsey, a British Crown dependency in the English Channel, invested in residential mortgage-backed securities issued by Fannie Mae and Freddie Mac. Moonmouth purchased CCC shares for $60 million under a 2006 Subscription Agreement, which contained a forum selection clause giving Delaware state courts exclusive jurisdiction over any action and specifying that Delaware law was to govern. In 2008, CCC entered liquidation. A Guernsey court appointed liquidators, who sued Carlyle and others (plaintiffs in this action) in Guernsey for breach of fiduciary duties owed to CCC. Subsequent Transfer Agreements involving the parties released then-existing claims against Carlyle. In 2012, a Dutch law firm representing Moonmouth sent letters alleging that plaintiffs took unacceptable risks in connection with CCC-managed investments and that they would hold plaintiffs liable for damages sustained by investors in connection with CCC. Plaintiffs sought to enforce the Subscription Agreement’s forum selection clause and the Transfer Agreements’ releases. After removal to federal court, the district court remanded to state court. The Third Circuit affirmed. The Subscription Agreement’s forum selection clause pertains to the case, may be enforced against defendants, and may be invoked by plaintiffs; the Transfer Agreement provides an alternative ground supporting remand. View "Carlyle Inv, Mgmt., LLC v. Moonmouth Co., SA" on Justia Law

Kentucky Spirit Health Care Plan, Inc. brought a declaratory judgment action seeking a ruling that it had a right to terminate its Medicaid managed care contract with the Commonwealth of Kentucky, Finance and Administration Cabinet, without penalty, prior to the contract’s expiration. The circuit court granted partial summary judgment for the Cabinet. Both parties appealed. While the appeals were pending, the circuit court stayed Kentucky’s Spirit’s discovery efforts until the resolution of the appeals. Kentucky Spirit petitioned for a writ prohibiting the circuit court judge from enforcing the order imposing the stay of discovery. The court of appeals granted the writ, determining that the trial court’s suspension of discovery amounted to an indefinite stay on discovery without a pressing need to do so. The Supreme Court vacated the writ and remanded for entry of an order denying Kentucky Spirit’s petition for a writ of prohibition, holding that the circuit court did not abuse its discretion by temporarily staying discovery pending the resolution of matters in the appellate courts pertaining to the partial summary judgment. View "Commonwealth v. Hon. Thomas D. Wingate" on Justia Law

MRI, on behalf of itself and as successor-in-interest to P&L, filed suit against Alliance for, inter alia, tortious interference with business relations and tortious interference with contract. The district court dismissed Superior's tortious interference claims. The district court concluded that Superior failed to establish that it acquired contractual rights from P&L and that Superior lacked prudential standing to enforce P&L's rights. The court agreed, concluding that Superior submitted no evidence that the contracting hospitals at issue consented to any assignment. Even if P&L did attempt to assign its rights to Superior, the district court did not clearly err in finding that the purported assignment took place before Superior existed as a corporation. Accordingly, Superior failed to prove the existence of prudential standing by a preponderance of the evidence and, therefore, the court affirmed the judgment of the district court. View "Superior MRI Serv. v. Alliance Health Serv." on Justia Law

Pearl Seas filed suit against LRNA under various tort theories regarding LRNA's allegedly inadequate performance in certifying a ship and its alleged misdeeds during arbitration. The district court denied LRNA's motion to dismiss on the ground of forum non conveniens (FNC) without written or oral explanation. LRNA petitions for a writ of mandamus to order the district court to vacate its denial and dismiss for FNC. The court granted the petition because the district court clearly abused its discretion and reached a patently erroneous result where it failed to enforce a valid forum-selection clause, and because LRNA has no effective way to vindicate its rights without a writ of mandamus. View "In Re: Lloyd's Register N.A., Inc." on Justia Law