Justia Contracts Opinion Summaries

After DSCI filed suit against the Kingdom of Saudi Arabia, the Kingdom removed the case to federal district court and filed a motion to dismiss the complaint on the grounds of forum non conveniens, pointing to the forum-selection clause in the parties' contract. In this case, the contract provided that the Board of Grievances, a Saudi Arabian administrative court, shall be the assigned settlement of any disputes arising out of the contract. The DC Circuit affirmed the district court's grant of the Kingdom's motion, holding that the contract's forum-selection clause is mandatory and the dispute thus belonged before the Board of Grievances. View "D&S Consulting, Inc. v. Kingdom of Saudi Arabia" on Justia Law

Defendant Navigators Specialty Insurance Company (Navigators) appealed a trial court order denying its special motion to strike under California’s anti-SLAPP statute. Plaintiff Trilogy Plumbing, Inc. (Trilogy) alleged that Navigators, as Trilogy’s insurer, gave instructions with which Trilogy did not agree to attorneys Navigators had retained to defend Trilogy and wrongfully negotiated settlements without Trilogy’s consent. Navigators contended the alleged conduct constituted protected activity under Code of Civil Procedure section 425.17 (e)(2) and, therefore, the trial court erred by denying the anti-SLAPP motion. After review, the Court of Appeal affirmed: the allegations challenged by the anti-SLAPP motion described Navigators’ mishandling of the claims process with regard to 33 different lawsuits involving Trilogy. While the alleged acts were generally connected to litigation, they did not include any written or oral statement or writing made in connection with an issue under consideration or review by a judicial body and therefore did not constitute protected activity under section 425.16. View "Trilogy Plumbing, Inc. v. Navigators Specialty Ins. Co." on Justia Law

In this qui tam action, the First Circuit affirmed the decision of the district court denying the request of Concilio De Salud Integral De Loiza, Inc. (CSILO), on the eve of trial, to amend the pretrial order to include a discussion of damages CSILO claimed it was due under the False Claims Act, holding that the district court did not abuse its discretion when it denied CSILO's request to amend the pretrial order.CSILO, a non-profit organization in Puerto Rico, brought this action under the FCA against JC Remodeling, Inc. (JCR). Three years into litigation and after the close of discovery, CSILO moved the court for leave to amend the pretrial order to include a discussion of damages. The district court denied the request. After a trial, the jury found that JCR had violated the False Claims Act and entered judgment against JCR and imposed on it a $5,500 civil penalty. CSILO appealed, challenging the denial of its request to amend the pretrial order. The First Circuit affirmed, holding that the district court did not abuse its discretion when it decided that CSILO's request to amend the pretrial order would not have cause it "manifest injustice" and would have instead caused prejudice and hardship to JCR. View "Concilio De Salud Integral De Loiza, Inc. v. JC Remodeling, Inc." on Justia Law

Defendant ReadyLink Healthcare, Inc. (ReadyLink) was a nurse staffing company that placed nurses in hospitals, typically on a short-term basis. Plaintiff State Compensation Insurance Fund (SCIF) was a public enterprise fund created by statute as a workers' compensation insurer. Premiums that SCIF charged were based in part on the employer's payroll for a particular insurance year. SCIF and ReadyLink disputed the final amount of premium ReadyLink owed to SCIF for the 2005 policy year (September 1, 2005 to September 1, 2006). ReadyLink considered certain payments made to its nurses as per diem payments; SCIF felt those should have been considered as payroll under the relevant workers' compensation regulations. The Insurance Commissioner concurred with SCIF's characterization of the payments. A trial court rejected ReadyLink's petition for a writ of administrative mandamus to prohibit the Insurance Commissioner from enforcing its decision, and an appellate court affirmed the trial court's judgment. SCIF subsequently filed the action underlying this appeal, later moving for a judgment on the pleadings, claiming the issue of the premium ReadyLink owed for the 2005 policy year had been previously determined in the administrative proceedings, which was then affirmed after judicial review. The trial court granted SCIF's motion for judgment on the pleadings. On appeal, ReadyLink conceded it previously litigated and lost its challenge to SCIF's decision to include per diem amounts as payroll for the 2005 insurance year, but argued it never had the opportunity to challenge whether SCIF otherwise properly calculated the premium amount that it claims was due pursuant to the terms of the contract between the parties, or whether SCIF's past conduct, which ReadyLink alleged included SCIF's acceptance of ReadyLink's exclusions of its per diem payments from payroll in prior policy years and SCIF's exclusion of per diem amounts in paying out on workers' compensation claims filed by ReadyLink employees, might bar SCIF from being entitled to collect that premium amount under the contract. To this, the Court of Appeal concurred the trial court erred in granting SCIF's motion for judgment on the pleadings. Judgment was reversed, and the matter remanded for further proceedings. View "State Comp. Ins. Fund v. ReadyLink Healthcare, Inc." on Justia Law

In this contract dispute, the Supreme Court affirmed the order of the district court dismissing H&P Advisory Limited's complaint against Randgold Resources, Limited and Barrick Gold Corporation for lack of personal jurisdiction, holding that the undisputed facts and all reasonable inferences in H&P's favor did not support personal jurisdiction over Defendants in Wyoming.Randgold, a Jersey (Channel Islands) corporation, and Barrick, a Canada corporation, were two of the world's largest gold mining companies. H&P, a United Kingdom private limited company, served as a neutral broker between the two companies in a merger deal. Those involved in the merger met in Jackson, Wyoming to participate in a series of negotiations. Randgold and Barrick subsequently announced the merger but did not list H&P as an advisor and offered to pay H&P a "small fee" for its role in the merger. H&P sued Randgold and Barrick in the Ninth Judicial District in and for Teton County, Wyoming alleging breach of contract. The district court dismissed the complaint on personal jurisdiction grounds. The Supreme Court affirmed, holding that the district court correctly concluded that it lacked specific personal jurisdiction over Defendants. View "H&P Advisory Ltd. v. Randgold Resources Ltd." on Justia Law

After defending the general contractor in two construction defect actions, general liability insurer St. Paul Mercury Insurance Company (St. Paul) sought reimbursement of defense costs under an equitable subrogation theory against six subcontractors (defendants) that had worked on the underlying construction projects and whose contracts required them to defend the general contractor in suits involving allegations related to their work. After a bench trial, the court denied St. Paul’s claim. Relying on Patent Scaffolding Co. v. William Simpson Constr. Co., 256 Cal.App.2d 506, 514 (1967), the trial court concluded St. Paul had not demonstrated it was fair to shift all of the defense costs to defendants because their failure to defend the general contractor had not caused the homeowners to bring the construction defect actions. St. Paul argued this conclusion misconstrued the law governing equitable subrogation and therefore constitutes an abuse of discretion. To this, the Court of Appeal agreed: (1) a cause of action based on equitable subrogation allowed an insurer to step into the shoes of its insured and recover only what the insured would be entitled to recover from the defendants; and (2) the appropriate inquiry should have been whether defendants’ failure to defend the general contractor caused St. Paul to incur the defense costs, not whether that failure caused the underlying lawsuits. Judgment was reversed and the matter remanded to the trial court to grant judgment in St. Paul's favor and for a determination of defense costs each defendant owed. View "Pulte Home Corp. v. CBR Electric, Inc." on Justia Law

Cook sold variable annuities on behalf of Ohio National, under a contract between Ohio National and a broker-dealer, Triad. Ohio National paid commissions on the previously sold annuities to Triad, which in turn paid commissions to Cook pursuant to a separate agreement between Cook and Triad. After Ohio National terminated its agreement with Triad, Ohio National refused to pay further commissions on annuities sold during the term of the agreement. Cook sued Ohio National for breach of its agreement with Triad. Triad is not a party to the suit. Cook claimed that as a “third-party beneficiary” to the agreement between Ohio National and Triad, he had standing to bring suit. The district court found that, under Ohio law, Cook not an “intended” third-party beneficiary and could not maintain an alternative claim of unjust enrichment against Ohio National. The Sixth Circuit affirmed the dismissal of the suit. The plain language of the Selling Agreement makes it clear that plaintiff is not an intended third-party beneficiary under the Agreement. The Agreement unambiguously directs Ohio National to pay commissions to Triad; Cook is precluded from bringing an unjust enrichment claim against Ohio National. View "Cook v. Ohio National Life Insurance Co." on Justia Law

Plaintiff Henry Sanchez filed a class action seeking relief based on the Retail Installment Sales Act, N.J.S.A. 17:16C-1 to -61 (RISA). He contended the “initiation fee” charged in defendant Fitness Factory’s gym membership contract, among other provisions, violated RISA. The trial court dismissed Sanchez’s complaint, finding that RISA did not apply to the contract because it was a contract for services. The Appellate Division affirmed. While acknowledging that RISA applied to some services contracts, the Appellate Division found that RISA applied only to contracts that contained a financing arrangement. The New Jersey Supreme Court determined that by its own terms, RISA applied to services contracts. Further, in the statute as written, there was no requirement that a contract include a financing arrangement to be covered by RISA. Judgment was reversed and the matter remanded for further proceedings. View "Sanchez v. Fitness Factory Edgewater, LLC" on Justia Law

After a conflict of interest between an attorney and a long-time client arose during settlement negotiations, the attorney filed a confidential motion with the superior court criticizing his client. The client discharged the attorney and hired new counsel. But the attorney continued to control the settlement funds and disbursed himself his fee, even though the amount was disputed by the client. The court found that the attorney’s actions had violated the rules of professional conduct and ordered forfeiture of most of his attorney’s fees. Finding no reversible error in that decision, the Alaska Supreme Court affirmed the superior court. View "Kenneth P. Jacobus, P.C. v. Kalenka" on Justia Law

Kinsale Insurance Company appealed a district court’s partial summary judgment determining Kinsale had a duty to defend QEP Energy Company (“QEP”). QEP moved to dismiss the appeal, arguing the partial summary judgment was not appealable. Kinsale responded, asserting the Declaratory Judgment Act provided a statutory basis for the appeal. The North Dakota Supreme Court concluded the Declaratory Judgment Act did not provide a statutory basis for the appeal, and therefore dismissed the appeal for lack of jurisdiction. View "Dellinger v. Wolf, et al." on Justia Law