Justia Contracts Opinion Summaries

Plaintiff-appellant Richard Salzer received medical care at an SSM Healthcare of Oklahoma (SSM) facility for injuries he sustained in an accident. At the time of his treatment, he had a health insurance plan (the "Plan"). Salzer entered into a contract with SSM to receive its services (the "Hospital Services Agreement"), under which he "authorized disclosure of [his] medical information for billing purposes and authorized [his] health insurance company to pay." SSM had an existing contract with Salzer's health insurance company (the "Provider Agreement") which required SSM to submit covered medical charges to Salzer's insurance company and accept discounted payment from the insurer. Although the Provider Agreement prohibited SSM from seeking payment for a covered charge from Salzer, SSM sought the non-discounted amount directly from him. Salzer sued SSM alleging breach of contract and other state law claims based on SSM's attempt to collect payment for medical care from Salzer instead of his health insurance company. SSM removed the case to federal district court. Salzer challenged the district court's denial of his motion to remand based on its determination that his claims were completely preempted by the Employee Retirement Income Security Act of 1974 (ERISA). Finding no reversible error, the Tenth Circuit affirmed the district court. View "Salzer v. SSM Health Care of Oklahoma" on Justia Law

Gamesa contracted with Minnesota-based Outland Renewable Energy to provide maintenance for Gamesa wind turbines. Iberdrola operated Gamesa-made turbines at the Cayuga Wind Farm in Illinois. While servicing a Cayuga urbine, Outland employee McCoy was electrocuted when the turbine unexpectedly reenergized. McCoy filed a personal injury case in state court against Iberdro and Gamesa. The case was removed to federal court on diversity of citizenship grounds. Iberdro impleaded Outland to seek indemnification based on contract and the Illinois Joint Tortfeasor Contribution Act. Outland raised 22 counterclaims: including indemnification; federal and state antitrust claims (Illinois, Minnesota, and Texas law); and other state law claims. Outland unsuccessfully sought a preliminary injunction against Gamesa’s allegedly unfair competitive practices. The district court dismissed all but one of Outland’s counterclaims. Only the indemnification claim survived. McCoy, Gamesa, and Outland settled. The district court accepted the settlement, protecting Outland and Gamesa from further contribution claims under the Illinois JTCA; all claims arising from the accident among those parties were dismissed. Only the original personal injury dispute between McCoy and Iberdrola remained, but the court had not issued a final judgment. About six months after the dismissal, Outland sought leave to amend, arguing for the first time that the substantive law of Minnesota should apply. The district court determined that Outland had waived that issue and denied leave to amend based on futility and undue delay. The proposed amended counterclaims arose from Gamesa’s 2011 attempt to acquire Outland. The Seventh Circuit affirmed. Outland’s third-party counterclaims are not part of the original case, so Outland needed an independent basis for federal subject matter jurisdiction to assert them in this lawsuit. The court characterized Outland’s arguments as “desperate.” View "McCoy v. Iberdrola Renewables, Inc." on Justia Law

Fellowes filed a breach-of-contract suit against Changzou Fellowes, a business established in China, under the international diversity jurisdiction, 28 U.S.C. 1332(a)(2). Without discussing subject-matter jurisdiction, the district court entered a preliminary injunction in favor of Fellowes, despite the court’s assumption that Changzhou Fellowes had not been served with process. The Seventh Circuit vacated, reasoning that diversity jurisdiction is proper only if Changzhou Fellowes has its own citizenship, independent of its investors or members. Deciding whether a business enterprise based in a foreign nation should be treated as a corporation for the purpose of section 1332 can be difficult. Given the parties’ agreement that Changzhou Fellowes is closer to a limited liability company than to any other business structure in the U.S., it does not have its own citizenship and it does have the Illinois citizenship of its member Hong Kong Fellowes, which prevents litigation under the diversity jurisdiction. View "Fellowes Inc. v. Changzhou Xinrui Fellowes Office Equip. Co." on Justia Law

Idento makes robotic milking machines in the Netherlands. BouMatic, LLC, based in Wisconsin, entered into an agreement for purchasing and reselling those machines in Belgium. BouMatic claims that Idento breached the agreement by selling direct to at least one of BouMatic’s Belgian customers and by failing to provide parts and warranty service. The district court dismissed, ruling that commercial transactions in the European Union do not expose Idento to litigation in Wisconsin even though BouMatic has its headquarters there, the parties exchanged drafts between Wisconsin and the Netherlands, and Idento shipped one machine to Wisconsin. After exploring the nature of the business entities, the Seventh Circuit vacated for consideration of personal jurisdiction in light of the contract language. Litigants cannot confer subject matter jurisdiction by agreement or omission, but personal jurisdiction is a personal right that a litigant may waive or forfeit. View "BouMatic LLC v. Idento Operations BV" on Justia Law

Shuffle makes consumer grade automatic card-shuffling equipment. Wolff distributes casino grade gaming equipment. In 2010 the two signed a letter of intent that Shuffle, with financial assistance from Wolff, would develop casino-grade shuffling equipment, and Wolff would become its exclusive distributor. Before development of the new equipment was completed, Shuffle ended the relationship and sought a declaratory judgment that the agreement was not an enforceable contract. Wolff counterclaimed, claiming breach of contract, fraud, and unjust enrichment. The district judge granted summary judgment in favor of Shuffle with respect both to its claim for declaratory relief and to Wolff’s counterclaims, essentially rescinding the agreement. In its complaint, Shuffle acknowledged that it would have to return $124,940 earnest money to Wolff, but the order failed to mention the earnest money. Shuffle ignored Wolff’s request for a refund. Wolff moved, under FRCP 60, that the court order Shuffle to refund the money. The judge entered a post-judgment order requiring the refund, without mentioning Rule 60 or any other ground for amendment. The Seventh Circuit affirmed, stating that “if the flaw lies in the translation of the original meaning to the judgment, then Rule 60(a) allows a correction.” The correction just made explicit what the parties must have assumed; that with the draft agreement rescinded the earnest money had to be returned. View "Shuffle Tech Int'l, LLC v. Wolff Gaming, Inc." on Justia Law

Expedia (and several other hotel booking websites, collectively, "Petitioners") has been subject to approximately 80 underlying lawsuits by states, counties, and municipalities (collectively, taxing authorities) for purportedly failing to collect the right amount of local occupancy taxes from its hotel customers. Expedia tendered most of the suits to its insurer, Zurich, although some were tendered late. Zurich refused to defend Expedia on a number of grounds, including late tender and that the underlying suits may be excluded from the policies' coverage. The trial court declined to make a determination of Zurich's duty to defend Expedia, instead ordering discovery that Expedia claimed was prejudicial to the underlying actions. Petitioners sought adjudication of their summary judgment motion concerning their respective insurers' duty to defend them in cases brought by local taxing authorities. They further requested a stay of discovery in the coverage action that could prejudice them in the underlying litigation. Upon review of the matter, the Washington Supreme Court held that the trial court erred by delaying adjudication of Zurich's duty to defend Expedia. Accordingly, the Court vacated the trial court's order. The case was remanded to the trial court to determine Zurich's duty to defend Expedia in each of the 54 underlying cases subject to Expedia's motion. The trial court was furthermore ordered to stay discovery in the coverage action until it could make a factual determination as to which parts of discovery are potentially prejudicial to Expedia in the underlying actions. View "Expedia, Inc. v. Steadfast Ins. Co." on Justia Law

Shelter Mutual Property Insurance Company retained Rimkus Consulting Group, Inc. to provide an engineering evaluation and expert witness services in connection with its defense of litigation resulting from a claim for hurricane damages brought by a corporation insured by Shelter. Rimkus sent Shelter a letter confirming the engagement and indicating Rimkus' services were subject to “Terms and Conditions” attached to the letter. The “Terms and Conditions” included a forum selection clause which required venue for any suits arising out of the contract to be in Harris County, Texas. When a dispute arose, Shelter filed suit against Rimkus in the 15th Judicial District Court for the Parish of Lafayette. Rimkus filed an exception of improper venue, arguing the forum selection clause included in its “Terms and Conditions” required suit to be brought in Texas. Shelter opposed the exception, arguing it never agreed to the unilateral “Terms and Conditions” and thus they were not part of the agreement between the parties.The Louisiana Supreme Court granted this writ application to resolve a split in the circuit courts of appeal regarding whether forum selection clauses were per se violative of public policy in Louisiana. Answering that question in the negative, it reversed the rulings of the lower courts. View "Shelter Mutual Insurance Co. v. Rimkus Consulting Group, Inc." on Justia Law

After the jury returned a verdict in favor of ING on its breach of contract claims, the jury awarded ING attorney's fees under Georgia law. UPS moved under Rule 59(e) to amend the judgment to set aside the award of attorney's fees or, alternatively, for a new trial on the issue of attorney's fees. The court held that the district court erred in setting the verdict aside in light of UPS's failure to move for relief under Rule 50(a) and the existence of evidentiary support in the record for the jury's verdict. The court also concluded that a new trial was not warranted. Accordingly, the court reversed the order granting UPS's motion and remanded with instructions to reinstate the verdict and resolve ING's motion to set attorney's fees. View "ING Global v. United Parcel Service Oasis Supply Corp." on Justia Law

Appellants filed a class action complaint alleging that the circuit court clerk falsely and fraudulently notarized oil-and-gas leases outside the presence of the landowners. The complaint requested an injunction and other relief. After a hearing, the circuit court sua sponte dismissed the case for lack of damages. The Supreme Court reversed, holding that the circuit court improperly dismissed Appellants’ complaint, as the sua sponte dismissal foreclosed the possibility that Appellants might have been able to submit additional evidence indicating that there remained a genuine issue of material fact, i.e., that they had suffered damages. View "Lipsey v. Giles" on Justia Law

In 2001, ASC and Paragon entered into a contract to develop and support computer software for the Chicago Tribune. This software, called the “Single Copy Distribution System” (SCDS) would allow the Tribune to manage and track newspaper deliveries and subscriptions. Tensions emerged and Paragon terminated the contract in 2003. ASC successfully sued Paragon in Ohio state court, obtaining a declaration that ASC was the sole owner of the SCDS. In federal court, ASC alleged copyright infringement, trademark infringement, breach of contract, conversion, tortious interference with a business relationship, unjust enrichment, and unfair competition based on Paragon’s alleged copying of the SCDS software to use in its DRACI software, developed in 2004 for another newspaper. After eight years of litigation, the district court granted summary judgment to Paragon on all claims. The Sixth Circuit affirmed, stating that ASC had never submitted any evidence identifying the unique protectable elements of SCDS, and that there was insufficient evidence to generate even an implication that DRACI is substantially similar to SCDS. View "Automated Solutions Corp. v. Paragon Data Sys., Inc." on Justia Law