Justia Contracts Opinion Summaries

Daredevil filed suit against ZTE for breach of contract, fraud, and unjust enrichment. After the case went to arbitration in Florida, Daredevil sought to add ZTE Corp., the parent company of ZTE USA, to its arbitration claims. The arbitrator rejected the request to add ZTE Corp., ruling that Daredevil's claims against ZTE Corp. were outside the scope of arbitration. Daredevil then filed this suit against ZTE Corp., alleging breach of contract, fraud, unjust enrichment, and tortious interference with contract. The arbitrator ultimately denied each of Daredevil's claims against ZTE USA. The arbitration award was confirmed by the United States District Court for the Middle District of Florida and affirmed by the Eleventh Circuit Court of Appeals. Daredevil subsequently reopened this case in the Eastern District of Missouri against ZTE Corp.The Eighth Circuit affirmed the district court's decision to apply Florida law, holding that Daredevil's claims met the requirements for claim preclusion and were therefore barred. The court explained that Daredevil's current and previous claims share identity of the parties and identity of the cause of action, and Daredevil does not dispute that Florida's other two requirements are satisfied. In this case, privity exists between ZTE Corp. and ZTE USA where ZTE Corp. and ZTE USA are parent and subsidiary. Furthermore, Daredevil's current claims are so closely related to its arbitration claims and thus the identity-of-cause-of-action requirement has been met. Accordingly, Daredevil's claims against ZTE Corp. are barred by the decision in its prior arbitration against ZTE USA. View "Daredevil, Inc. v. ZTE Corp." on Justia Law

Martin Burdette appealed a circuit court judgment entered in favor of Auburn-Opelika Investments, LLC ("AOI"), regarding a dispute involving a promissory note entered into by the parties. AOI cross-appealed the trial court's judgment denying its request for relief under the Alabama Litigation Accountability Act. In 2004, Martin Burdette and Susan Burdette, a married couple, formed AOI, with each owning 50% of the company. After its formation, AOI obtained a bank loan to purchase certain commercial property. In 2012, Martin and Susan sold property that they owned in Florida for $432,855. Martin and Susan agreed to use the proceeds from that sale, along with other funds, to make a loan to AOI so that it could pay off the bank loan. In May 2012, AOI executed a promissory note ("the 2012 note"). In 2014, Martin and Susan divorced. Neither the 2012 note nor ownership of AOI was addressed in the divorce proceedings. In 2016, Martin and Susan had a disagreement regarding the management and operation of AOI, and Martin sued Susan. In June 2017, as part of those proceedings, Martin and Susan entered into a mediated settlement agreement wherein Susan agreed to pay Martin in exchange for sole ownership of AOI ("the 2017 agreement"). That note was secured by a mortgage on the property owned by AOI. Susan later sold the property, and she paid the balance due on the note to Martin in full. In August 2019, Martin sued AOI, asserting claims of breach of contract and unjust enrichment, alleging AOI had failed to pay Martin the amount owed under the 2012 note. AOI argued Martin commenced the action against it without substantial justification because Martin was "fully aware that he has been paid in full for his interest in the 2012 Promissory Note and despite that fact, [he] initiated the groundless underlying lawsuit." The Alabama Supreme Court found that although the trial court found in favor of AOI on the substantive claims Martin asserted in his complaint, the trial court could have determined the issues of fact surrounding Martin's claim were reasonably in conflict. Accordingly, the trial court's factual determination that Martin's action was not frivolous or groundless in fact was supported by the evidence. Moreover, the Supreme Court's review of the record, lead it to conclude that Martin's claims against AOI were not groundless in law. Accordingly, the trial court's decision to not award attorney fees and costs to AOI under the ALAA was affirmed. View "Auburn-Opelika Investments, LLC v. Burdette" on Justia Law

Nicholas Jay appealed the grant of summary judgment entered in favor of United Services Automobile Association ("USAA") on his claim against USAA seeking uninsured-motorist ("UM") benefits. Nicholas was injured in an automobile accident when riding as a passenger in Ryen Gorman's automobile. Gorman did not have automobile insurance. Nicholas received $50,000 in UM benefits through a policy he had with Nationwide Insurance Company. Thereafter, Nicholas commenced an action against USAA, seeking UM benefits pursuant to a USAA policy owned by his father-in-law, George Brewer, and under which Nicholas's wife, Michelle Jay, had automobile-insurance coverage. Because Nicholas was not a "covered person" under the USAA policy, the Alabama Supreme Court affirmed the judgment. View "Jay v. United Services Automobile Association" on Justia Law

The Supreme Court reversed the decision of the court of appeals affirming the judgment of the trial court concluding that service on WWLC Investment, LP by Sorab Miraki was not defective, holding that WWLC met its burden to prove lack of proper service.After WWLC had Miraki evicted, Miraki sued for breach of lease, fraud, and violations of the Texas Deceptive Trade Practices Act, Tex. Bus. & Com. Code ch. 17. Miraki accomplished substituted service by attaching a copy of the petition and citation to the front door of the home of an WWLC employee. When WWLC did not answer, Miraki took a default judgment against it. The court of appeals concluded that the trial court did not abuse its discretion in finding that service on WWLC was not defective. The Supreme Court reversed, holding that WWLC demonstrated that it was not properly served. View "WWLC Investment, LP v. Miraki" on Justia Law

Beginning in the 1980s and 1990s, two Idaho businesses did roofing work under substantially similar names: one, Gem State Roofing, Inc., performed work primarily in Blaine County (Gem State-Blaine); the other was a corporation operating under the name Gem State Roofing and Asphalt Maintenance, which also did business as Gem State Roofing. The latter was based in Boise, Idaho, and performed work in a significantly larger area. In 2011, Gem State Roofing and Asphalt Maintenance was succeeded in interest by United Components, Inc. (UCI.) Notwithstanding its change of name, it continued to do business as Gem State Roofing. In 2005, prior to UCI’s name change, the two businesses with similar names entered into a Trademark Settlement Agreement (TSA), prohibiting UCI from advertising, soliciting, or performing business in Blaine County, with exceptions for certain services (i.e., warranty, maintenance work, or work performed for previous customers). In addition, UCI agreed that if it received a request for work it was contractually unable to fulfil because of the TSA, it would refer the work to Gem State-Blaine. In 2018, Gem State-Blaine sued UCI, alleging it had breached the TSA when it advertised, solicited, bid on, and performed roofing work in Blaine County, and had failed to refer requests for work as required under the TSA. After a bench trial, the district court concluded that, despite UCI’s breach of the TSA and the implied covenant of good faith and fair dealing, Gem State-Blaine had failed to prove damages or that it was entitled to a permanent injunction. The district court further found that Gem State-Blaine had no protectable common-law trademark. Finally, the district court concluded that there was no prevailing party and declined to award attorney fees and costs. Gem State-Blaine timely appealed. UCI timely cross-appealed the district court’s denial of its request for attorney fees and costs. After review, the Idaho Supreme Court reversed in part, affirmed in part, vacated in part, and remanded for further proceedings. The district court’s refusal to enter a permanent injunction was reversed, and the court directed to enter a permanent injunction to enjoin UCI from any further breach of the TSA. The district court’s refusal to award attorney fees and costs as a sanction for UCI’s discovery violations, and the district court’s conclusion that Gem State-Blaine did not have a protectable common-law trademark against UCI were also reversed. The Supreme Court vacated the district court’s determination that neither party prevailed. The matter was remanded for the district court to determine whether there was a prevailing party, and to determine if attorney fees and costs should be awarded. The district court’s decision denying damages was affirmed. View "Gem State Roofing, Incorp. v. United Components, Inc." on Justia Law

Attorney Malcolm Murphy requested his client, Kenneth Borries, sign three promissory notes for legal services rendered. After Borries failed to pay the notes, Murphy filed suit. Borries appealed a trial court’s grant of summary judgment in favor of Murphy. Because Borries did not deny voluntarily signing the promissory notes and because the notes contained clear and unambiguous terms, the Mississippi Supreme Court affirmed the trial court’s grant of summary judgment in favor of Murphy. View "Borries v. Murphy" on Justia Law

The Supreme Court affirmed the order of the superior court denying Defendants' appeal of a superior court order denying their "motion to vacate" a foreign judgment rendered in New York, which was brought in accordance with the Uniform Enforcement of Foreign Judgments Act, chapter 32 of title 9 of the Rhode Island General Laws, holding that the superior court did not err.In denying Defendants' motion to vacate, the hearing justice concluded that Defendants did not meet their "heavy burden" to overturn the New York default judgment. The Supreme Court affirmed, holding (1) New York law must be applied in addressing the forgery argument presented by Defendants; (2) applying New York law, Defendants failed to meet their burden of rebutting the presumption of due execution accompanying acknowledgements and notarial signatures, and therefore, the subject forum selection clause was valid; and (3) the New York court had personal jurisdiction over Defendants. View "Aspen American Insurance Co. v. East Coast Precast & Rigging LLC" on Justia Law

Donald Zucker appealed a summary-judgment decision awarding attorney’s fees to Gregory Wark, because Zucker refused to mediate a dispute arising out of a real estate purchase and sale agreement. On appeal, Zucker argued he was not required to mediate because the purchase and sale agreement was not an enforceable contract. To this, the Vermont Supreme Court agreed, reversed the trial court’s grant of partial summary judgment, and vacated the trial court’s award of attorney’s fees. View "Zucker v. Wark" on Justia Law

TitleMax of Georgia, Inc., and its parent company, TMX Finance LLC ("TMX"), petitioned the Alabama Supreme Court for a writ of mandamus to direct the Talladega Circuit Court to vacate its order denying their motion to dismiss them as parties to the underlying action commenced against them and others by Phallon Billingsley and to enter an order dismissing them from the action based on the trial court's lack of personal jurisdiction over them. This case started over the repossession of a 2005 Range Rover. In December 2014, the individual who owned the vehicle at that time allegedly entered into a "pawn ticket" agreement with TitleMax of Georgia pursuant to which the owner borrowed money from TitleMax of Georgia and provided TitleMax of Georgia a security interest in the vehicle. In 2016, Billingsley purchased the vehicle from a dealer in Georgia, with financing from Coosa Pines Federal Credit Union ("Coosa Credit"), and received a certificate of good title. In 2014, after a "perceived" default on the "pawn ticket" agreement by the vehicle owner, TitleMax of Georgia authorized a vehicle-repossession company to take possession of the vehicle when it was located in Virginia in 2019. TitleMax of Georgia asked Insurance Auto Auctions Corp. ("IAA") to sell the vehicle; when the vehicle ultimately reached Billingsley, it was damages and inoperable. It was unclear when the damage to the vehicle occurred. Billingsley sued all entities involved in the sale and delivery of the repossessed vehicle; TitleMax of Georgia was added as a party in an amended complaint. The Alabama Supreme Court granted TitleMax of Georgia’s petition, finding there was no evidence to support a finding that an agency relationship existed between either TitleMax of Georgia or TMX and IAA or Attention to Detail (the transport company). View "Ex parte TitleMax of Georgia, Inc., and TMX Finance LLC." on Justia Law

Off-Spec Solutions LLC was a trucking company located in Nampa, Idaho, that was formed by two brothers: Christopher and Daniel Salvador. The Salvadors sold 51 percent of their ownership interest in Off-Spec Solutions to Transportation Investors LLC. To implement the transaction, the Salvadors and Transportation Investors entered into a purchase agreement and an LLC agreement. The purchase agreement identified “The Central Valley Fund II” and “The Central Valley Fund III” as affiliates of Transportation Investors. Off-Spec Solutions also entered into separate employment agreements with the Salvadors. The purchase agreement stated that all disputes concerning the agreement would be governed by California law. After disputes arose between the parties, Off-Spec Solutions petitioned an Idaho district court to compel the Salvadors to arbitrate claims relating to the employment agreements in Idaho instead of California. The Salvadors subsequently filed a cross-application with the district court seeking to compel Off-Spec Solutions and Transportation Investors and its affiliates to arbitrate all claims between the parties in a consolidated arbitration in Idaho. While those applications were pending, Transportation Investors and its affiliates filed a petition with a California Superior Court seeking to compel the Salvadors to arbitrate all claims arising from the purchase agreement and the LLC agreement in Sacramento County, California. The questions this case presented for the Idaho Supreme Court’s review were: (1) whether a forum selection clause was unenforceable under California law if enforcement would contravene a strong public policy of the forum where suit is brought (in this case, Idaho); and, if yes, then (2) whether the forum selection clauses at issue must be invalidated based on the public policy set forth in Idaho Code section 29-110(1). The Supreme Court held California law required an examination of the public policy of the forum in which suit was brought, and that the forum selection clauses at issue violated the strong public policy of the State of Idaho. The Court affirmed the district court’s ruling that claims arising from the parties’ purchase agreement and LLC agreement had to be arbitrated in Idaho. View "Off-Spec Solutions LLC v. Transportation Investors LLC" on Justia Law