Justia Contracts Opinion Summaries

This appeal stemmed from plaintiff Rich Jones’ civil action to recover unpaid wages that defendant Four Corners Rod & Gun Club unlawfully withheld after the parties agreed to trade a lodging benefit for labor. Although Oregon’s wage laws authorized employers to deduct from an employee’s wages “the fair market value of lodging, meals or other facilities or services furnished by the employer for the private benefit of the employee,” those laws also prohibited employers from taking any deduction from wages unless the employer obtains the employee’s advance written authorization and keeps a record of the deductions. Defendant admittedly failed to comply with the requirements for deducting the lodging benefit from plaintiff’s wages. The issue this case presented for the Oregon Supreme Court’s review was whether defendant’s violation of ORS 652.610(3) prevented defendant from asserting an equitable claim for the value of the lodging benefit, either as an affirmative defense to plaintiff’s wage claim or as a lawful counterclaim. The Supreme Court concluded that defendant’s unlawful withholding of wages prevented it from asserting the value of the lodging benefit as an affirmative defense to defeat plaintiff’s wage claim, but did not prevent defendant from asserting an equitable counterclaim for the value of the lodging benefit. View "Jones v. Four Corners Rod & Gun Club" on Justia Law

Plaintiff-appellant Germaninvestments Aktiengesellschaft (AG) (“Germaninvestments”) was a Swiss holding company formed to manage assets for the Herrling family. Defendant Allomet Corporation (“Allomet”) was a Delaware corporation that manufactured high-performance, tough-coated metal powders using a proprietary technology for coating industrial products. Defendant Yanchep LLC (“Yanchep”), was also a Delaware limited liability company with Mirta Hereth as its sole member (together, Allomet and Yanchep are referred to as “Appellees”). Allomet struggled with declining performance as early as 2002. In mid-2016, Tanja Hausfelder, an insurance professional who apparently knew or worked with the Herrlings and Hereth, advised Herrling that Hereth was looking for a joint venture partner to join Allomet. After a meeting in Switzerland, Herrling and Hereth discussed a general structure for their joint venture to raise capital for Allomet. The issue this case presented for the Delaware Supreme Court’s review centered on whether the Court of Chancery correctly determined that a provision in a Restructuring and Loan Agreement between the parties was a mandatory, as opposed to a permissive, forum selection clause. The Court of Chancery held that Austrian law governed the analysis of the forum selection provision, and determined that the provision is governed by Article 25 of the European Regulation on Jurisdiction and Recognition and Enforcement of Judgments in Civil and Commercial Matters. Based upon these conclusions, the court granted Defendants’ motion to dismiss in favor of the Austrian forum. The Delaware Supreme Court held that Appellees, who raised Austrian law as a basis for their motion to dismiss, had the burden of establishing the substance of Austrian law, and that the Court of Chancery erred in determining that Appellees had carried that burden. Accordingly, the forum selection provision analysis should have proceeded exclusively under Delaware law. Applying Delaware law, the Delaware Court determined the forum selection provision was permissive, not mandatory. “As such, the forum selection provision is no bar to the litigation proceeding in Delaware.” The Court affirmed the Court of Chancery’s holding that 8 Del. C. section 168 was not the proper mechanism for the relief Appellants sought. Therefore, this matter was affirmed in part, reversed in part, and remanded to the Court of Chancery for further proceedings. View "Germaninvestments AG v. Allomet Corporation" on Justia Law

Dow AgroSciences LLC ("DAS"), a counterclaim defendant, petitioned the Alabama Supreme Court for a writ of mandamus challenging a circuit court’s refusal to dismiss a fraud claim filed against it by defendant Robert Ward in an action filed by Andalusia Farmers Cooperative ("AFC") against Ward. Specifically, DAS contended that Ward's fraud claim was plainly barred by the applicable statute of limitations. The Supreme Court agreed and granted the petition. View "Ex parte Dow AgroSciences LLC." on Justia Law

While driving a car insured by Arizona Automobile Insurance Company, Marlena Whicker rear-ended a taxi and injured its passenger, Georgiana Chavez. Chavez sued Whicker in Colorado state court and won a default judgment when neither Whicker nor Arizona entered a defense. Whicker, unable to satisfy the judgment from the lawsuit, assigned her rights against Arizona to Chavez, who then filed this diversity suit against Arizona in federal court for failure to defend Whicker in the underlying state court action. Her theory was that Arizona had a duty to defend Whicker under Colorado law because Arizona knew that she was a driver covered under its policy. The district court disagreed with Chavez and granted Arizona’s motion to dismiss. The Tenth Circuit determined that under Colorado law, Arizona was only required to defend Whicker if Chavez’s complaint plausibly alleged Whicker was insured under the Arizona policy. It therefore reached the same conclusion as the district court and, affirmed its dismissal of Chavez’s case. View "Chavez v. Arizona Automobile Ins. Co." on Justia Law

Elizabeth Frost died in an accidental house fire. At the time, ADT provided security monitoring services to the premises. During the fire, ADT received several alerts through its monitoring system. Although ADT attempted to call Frost and the back-up number listed on her account, it did not get through. After several such attempts, ADT cleared the alerts without contacting emergency services. The administrator of Frost’s estate and her minor heir, M.F., sued ADT. The central theme of the complaint was that ADT’s failure to notify emergency services contradicted representations on its website that it would do so, and that failure wrongfully caused or contributed to Frost’s death. The district court dismissed the complaint, holding the one-year suit limitation provision in the contract between ADT and Frost barred the claims and that Claimants failed to state a claim with respect to certain counts. Because the Tenth Circuit Court of Appeals found the contract between Frost and ADT provided an enforceable suit-limitation provision that barred the claims at issue, it affirmed dismissal. View "Frost v. ADT" on Justia Law

At issue in this case was whether a federal court sitting in Oklahoma had specific jurisdiction over Dr. Scott Jolly, a dentist and Arkansas resident, and his Limited Liability practice, Jolly Dental Group, LLC. Dental Dynamics, LLC argued that three isolated business transactions and an allegedly fraudulent contract were sufficient to establish federal court jurisdiction over its breach of contract and fraud claims. The Tenth Circuit disagreed, finding Jolly Dental's contacts with Oklahoma were "too random, fortuitous, and attenuated" to establish personal jurisdiction there. With respect to Denta; Dynamics' fraud claim, the Court concluded Dental Dynamics failed to show conduct sufficiently targeted to Oklahoma to establish personal jurisdiction there. View "Dental Dynamics v. Jolly Dental Group" on Justia Law

Defendants solicited and obtained $180,000 from plaintiff produce a documentary on the Syrian refugee crisis. Plaintiff sued, alleging that no “significant” work on the documentary has occurred, that defendants never intended to make the documentary, and that a cinematographer has not been paid and claims the right to any footage he has shot, putting the project in jeopardy. Defendants filed an unsuccessful anti-SLAPP (strategic lawsuit against public participation (Code Civ. Proc. 425.16)) motion to strike, arguing the complaint arises out of acts in furtherance of their right of free speech in connection with an issue of public interest--their newsgathering related to the Syrian refugee crisis, and that plaintiff could not demonstrate minimal merit on his claims because the action is subject to an arbitration provision; plaintiff’s allegations are contradicted by the investor agreement; and the evidence establishes that substantial progress was made. The court found that plaintiff’s claims did not arise out of acts in furtherance of defendants’ protected speech but were “based on the failure to do acts in furtherance of the right of free speech."The court of appeal reversed. Defendants made a prima facie showing that the complaint targets conduct falling within the “catchall” provision of the anti-SLAPP law. Defendants’ solicitation of investments and their performance of allegedly unsatisfactory work on the documentary constituted activity in furtherance of their right of free speech in connection with an issue of public interest. The court erred in denying the motion at the first stage of the anti-SLAPP analysis. View "Ojjeh v. Brown" on Justia Law

ABK, LLC owned and operated a gas station in Post Falls, Idaho where underground storage tanks were damaged due to water infiltration into the gas stored in the tanks. After the damage occurred, ABK submitted a claim to its insurer, Mid-Century Insurance Company. Mid-Century denied the claim. ABK then sued Mid-Century alleging breach of contract and bad faith. Mid-Century moved for summary judgment on both claims. The district court granted summary judgment for Mid-Century on ABK’s breach of contract claim finding ABK failed to raise a genuine dispute as to the fact the underground storage tanks were damaged by water, specifically excluded by the terms of the policy. The district court also granted summary judgment for Mid-Century on ABK’s bad faith claim finding ABK failed to establish coverage. ABK appealed the district court’s grant of summary judgment in favor of Mid-Century on both claims. Finding no reversible error, the Idaho Supreme Court affirmed. View "ABK v. Mid-Century Insurance" on Justia Law

Plaintiff Robert Barnes filed a putative class action against defendant Security Life of Denver Insurance Company (SLD) alleging that SLD, in the course of administering life insurance policies purchased by Barnes and other similarly-situated class members, breached its contractual duties and committed the tort of conversion by imposing certain administrative costs that were not authorized under the terms of the policies. Jackson National Life Insurance Company (Jackson) moved to intervene, asserting that, as a result of reinsurance agreements entered into by SLD, Jackson was actually the entity responsible for administering Barnes’s policy and numerous other policies listed within the putative class. The district court denied Jackson’s motion. After reviewing the parties’ briefs and the record on appeal, the Tenth Circuit concluded Jackson established the requirements for intervention as of right, and accordingly reversed the decision of the district court and remanded with directions to grant Jackson’s motion to intervene. View "Barnes v. Security Life of Denver" on Justia Law

In September 2018, Western State Bank sued Swanson and James Lund to enforce commercial guaranties executed by Leland Swanson and Lund. Swanson and Lund consented to entry of judgment, and a $1,334,374.25 judgment was entered against Swanson and Lund. The judgment stated Swanson and Lund were jointly and severally liable. Swanson paid the judgment in full, and contemporaneously, Western State Bank assigned the judgment to Swanson. The next day, Swanson assigned his interest in the judgment to Open Road Trucking. The assignment from Swanson stated it assigned his contribution interest against Lund for $670,952.24, one-half of the judgment amount. Open Road Trucking, LLC, appealed district court orders: (1) denying Open Road’s application for a charging order lien against Lund; and (2) directing satisfaction of a judgment against Lund and Swanson. After review, the North Dakota Supreme Court concluded Open Road was entitled to take an assignment of the judgment for the purpose of enforcing contribution against Lund. The Court reversed the district court’s order denying Open Road’s application for a charging order, and remanded for entry of a charging order against Lund’s transferrable interests in the limited liability companies. The Court reversed a part of the court’s February 2019 order directing entry of satisfaction of the judgment. The Court affirmed that part of the order cancelling any execution of judgment for the full amount of the judgment. View "Open Road Trucking v. Swanson, et al." on Justia Law