Justia Contracts Opinion Summaries

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

Belasco bought a new Manhattan Beach residence in 2004 from the builder (Wells). In 2006, Belasco filed a complaint with the Contractors State License Board, alleging construction defects. Belasco and Wells settled the dispute in 2006, with Wells paying $25,000 and Belasco executing a release and a Civil Code 15241 waiver of all known or unknown claims. In 2012, Belasco sued, based on an alleged roof defect discovered in 2011. The trial court entered summary judgment, finding the action barred by the settlement. The court of appeal affirmed, rejecting arguments that: the 2006 general release and waiver for patent construction defects is not a “reasonable release” of a subsequent claim for latent defects under section 929 and the Right to Repair Act (section 895); a reasonable release can only apply to a “particular violation” and not to a latent defect under section 945.5(f), and the 2006 settlement was too vague to be a valid; section 932 authorizes an action on “[s]ubsequently discovered claims of unmet standards;” public policy prohibits use of a general release and section 1542 waiver to bar a subsequent claim for latent residential construction defects; and a genuine issue of fact existed concerning fraud and negligence claims that would void the settlement under section 1668. View "Belasco v. Wells" on Justia Law

Plaintiffs, Germain and GM Enterprises, filed suit against defendants, HCH and Metropolitan, alleging breach of contract claims related to an option to purchase based on the assignment of a lease agreement. The district court dismissed the complaint because plaintiffs were precluded from bringing the action where a state court already had decided the issue underlying the claims alleged in their federal complaint. As a preliminary matter, the court held that the Rooker-Feldman doctrine does not bar plaintiffs' claims where their complaint alleged injuries caused by breach of contract and related to torts. Turning to section 13 of the Restatement (Second) of Judgments, the court believed that the Arkansas Supreme Court would hold that the state-court judgment in this case was sufficiently firm to be considered final for purposes of issue preclusion; based on the state court's conclusion and the terms of the subordination agreement, Germain was not entitled to specific performance of the option and dismissal of the federal declaratory-judgment action was appropriate; and the district court did not abuse its discretion in awarding attorneys' fees to defendants. The court affirmed the judgment of the district court. View "Germain Real Estate v. HCH Toyota" on Justia Law

BADD, L.L.C. purchased three warehouse units in Myrtle Beach. To finance the transaction, BADD executed two promissory notes. A personal guaranty was also executed by William McKown, who was a member of BADD. After BADD defaulted, the Bank brought this foreclosure action and included McKown as a party based on his status as a guarantor. In McKown's amended answer and counterclaim, he demanded a jury trial because the Bank sought a money judgment for the breach of a guaranty arrangement. McKown further sought an accounting and a determination that the guaranty agreement was unconscionable. McKown then asserted two counterclaims: (1) civil conspiracy and (2) breach of contract, both based on an alleged conspiracy between the Bank and William Rempher. Finally, McKown asserted third-party claims against Rempher. The Bank moved for an order of reference. The circuit granted the motion, referring the matter in its entirety to the master-in-equity. The Court of Appeals reversed, holding McKown was entitled to a jury trial because the Bank's claim on the guaranty agreement was a separate and distinct legal claim. The Bank appealed, challenging the Court of Appeals' finding that McKown was entitled to a jury trial. The Supreme Court reversed, finding that McKown was not entitled to a jury trial solely because the Bank exercised its statutory right to join him as a party in the event of a deficiency judgment. Furthermore, the Court held McKown was not entitled to a jury trial based on his counterclaims, which, while legal, were permissive. McKown waived his right to a jury trial by asserting permissive counterclaims in an equitable action. View "Carolina First Bank v. BADD, L.L.C." on Justia Law

A California resident owned an apartment building in Arkansas that was insured by a Michigan insurance company under a policy the owner obtained through an insurance agent in Arkansas. That policy included commercial property coverage for the Arkansas apartment building and commercial general liability coverage for the owner's property ownership business, which he operated from California. Other than writing this policy, the insurer did no business in California. Both the commercial property coverage and the commercial general liability coverage in the policy covered some risks, losses, or damages that could have arisen in California, but the dispute at issue here arose out of two fires that damaged the building in Arkansas. Initially, the insurer agreed to treat the two fires as separate losses but later reversed its position and took the position that both incidents were subject to only a single policy limit payment. As a result, the owner sued the insurer in a California state court for breach of contract and bad faith. The issue presented for the Court of Appeal's review was, under these circumstances, did the insurer have sufficient minimum contacts with California to allow the state court to exercise personal jurisdiction over the company in this action? The Court concluded the answer was "no." Accordingly, the Court affirmed the trial court's order granting the insurance company's motion to quash the service of summons. View "Greenwell v. Auto-Owners Ins. Co." on Justia Law

This debt collection action arose from a credit agreement between U.S. Bank and Charles Migliore. Livingston Financial, LLC, as assignee for U.S. Bank, brought suit against Migliore for breach of the credit agreement. The Supreme Court granted summary judgment for Livingston. Approximately two years after the district court denied Migliore’s motion to reconsider summary judgment pursuant to Utah R. Civ. P. 60(b), Migliore filed a renewed Rule 60(b) motion to set aside the judgment. The district court denied the renewed motion and granted Livingston’s motion for attorney fees. Migliore appealed the original grant of summary judgment, the denial of the renewed Rule 60(b) motion, and the order granting attorney fees. The court of appeals (1) dismissed the appeal of the original summary judgment order and the order denying the renewed rule 60(b) motion on the basis that it lacked jurisdiction; and (2) affirmed Livingston’s award of fees. The Supreme Court affirmed, holding that the court of apepals (1) erred when it concluded that it lacked jurisdiction to review the district court’s denial of Migliore’s renewed Rule 60(b) motion, but the renewed motion was improper and without merit; and (2) correctly affirmed the award of attorney fees. View "Migliore v. Livingston Fin. LLC" on Justia Law

The Milky Whey, Inc., a dairy broker based in Montana, bought products from Dairy Partners, LLC, a dairy supply company located in Minnesota. This appeal concerned Milky Whey’s purchase of a product from Dairy Partners that Dairy Partners shipped to Utah. When Milky Whey picked up the product, it had become moldy and unusable. Milky Whey filed suit, alleging breach of contract, breach of warranty, unjust enrichment, and breach of an obligation to pay. Dairy Partners moved to dismiss the complaint for lack of personal jurisdiction. The district court dismissed the action, concluding that Dairy Partners did not come within Montana’s long-arm jurisdiction statute. The Supreme Court affirmed, holding that the district court did not err in determining that it could not exercise personal jurisdiction over Dairy Partners. View "Milky Whey, Inc. v. Dairy Partners, LLC" on Justia Law