Justia Contracts Opinion Summaries

Plaintiffs Donald and Preston Sweet, who are father and son, sued defendants Roy and Catherine St. Pierre in June 2014 alleging that defendants failed to pay them wages for their work improving a stand of maple trees on defendants’ land for maple sugaring. Plaintiffs appealed the trial court’s judgment in favor of defendants on plaintiffs’ claim for unpaid wages under the Prompt Pay Act (PPA). Plaintiffs argued the trial court erred in concluding that no contract existed between the parties as required to support a PPA claim. Defendants cross-appealed, arguing the court should have awarded them attorney’s fees because they were the substantially prevailing party and erroneously excluded evidence relevant to their assault claim. The Vermont Supreme Court affirmed the trial court’s decision on the merits, but reversed and remanded for it to award reasonable attorney’s fees to defendants. View "Sweet v. St. Pierre" on Justia Law

Killian Construction Company ("Killian") and Christian Mills petitioned the Alabama Supreme Court for a writ of mandamus to direct the Circuit Court to vacate its order denying their motion to dismiss the underlying action and to enter an order dismissing the action, based on improper venue. The City of Foley, Alabama, contracted with Killian to construct the Foley Sports Tourism Complex ("the sports complex"). Killian was a Missouri corporation whose principal place of business was located in Springfield, Missouri. Killian entered into a subcontract for part of the work on the sports complex with Edward Woerner, owner of Southern Turf Nurseries, Inc. Woerner was a resident of Baldwin County, Alabama. Woerner claimed Killian failed to pay him the full amount due for the work performed under the subcontract and sued Killian at the Baldwin County Circuit Court. The Alabama Supreme Court determined a forum-selection clause in the subcontract obligated the parties to litigate in a federal or state court in Missouri. Woerner did not establish that venue in Missouri would have been seriously inconvenient for the trial of the underlying action. Mills could enforce an outbound forum-selection clause because he was an employee of Killian directly involved in the sports complex project and the claims against him were related to the contract claims against Killian. Therefore, the Supreme Court found Killian and Mills were entitled to the writ of mandamus and granted relief. View "Ex parte Killian Construction Company and Christian Mills." on Justia Law

Plaintiff AMN Healthcare, Inc. (AMN) appealed a judgment in favor of defendants Kylie Stein, Robin Wallace, Katherine Hernandez, Alexis Ogilvie and Aya Healthcare, Inc. (Aya) and an injunction preventing AMN from enforcing its nonsolicitation of employee provision against individual defendants and its other former employees. AMN and Aya are competitors in the business of providing on a temporary basis healthcare professionals, in particular "travel nurses," to medical care facilities throughout the country. Individual defendants were former "travel nurse recruiters" of AMN who, for different reasons and at different times, left AMN and joined Aya, where they also worked as travel nurse recruiters. AMN sued defendants, asserting various causes of action including breach of contract and misappropriation of confidential information, including trade secrets as set forth in the Uniform Trade Secrets Act, Civil Code sections 3426 et seq. (UTSA). Defendants filed a cross-complaint for declaratory relief and unfair business competition. The trial court agreed with defendants, granted summary judgment against AMN, and granted summary adjudication of defendants' declaratory relief cause of action in their cross-complaint. After granting such relief, the court subsequently enjoined AMN from enforcing the nonsolicitation of employee provision in their Confidentiality and Non-Disclosure Agreement (CNDA) as to any former (California) AMN employee and awarded defendants attorney fees. Finding no reversible error in the trial court's judgment, the Court of Appeal affirmed. View "AMN Healthcare, Inc. v. Aya Healthcare Services, Inc." on Justia Law

Au pairs and former au pairs filed a class action lawsuit against AuPairCare, Inc. (“APC”) and other au pair sponsoring companies alleging violations of antitrust laws, the Racketeer Influenced and Corrupt Organizations Act (“RICO”), the Fair Labor Standards Act (“FLSA”), federal and state minimum wage laws, and other state laws. Eventually, the au pairs amended their complaint and added two former au pairs, Juliane Harning and Laura Mejia Jimenez, who were sponsored by APC. In response, APC filed a motion to compel arbitration, which the district court denied. The district court found the arbitration provision between the parties both procedurally and substantively unconscionable and declined to enforce it. Because the arbitration provision contained only one substantively unconscionable clause, the Tenth Circuit concluded the district court abused its discretion by refusing to sever the offending clause and otherwise enforce the agreement to arbitrate. The Court therefore reversed the district court’s ruling and remanded for further proceedings. View "Beltran v. Interexchange, Inc." on Justia Law

John Morgan submitted a public records request to the Mississippi State Hospital (“MSH”) after it had awarded a contract for insurance plan administration to XLK International, LLC (XLK). Morgan, whose bid for the insurance plan administration contract had been unsuccessful, demanded access to all documents XLK had submitted in response to the state hospital’s request for proposal (RFP). XLK sought and obtained a protective order from the chancery court. The chancery court allowed Morgan to intervene and held a hearing on his Motion to Set Aside Protective Order. The chancery court ruled that the documents XLK had submitted in response to MSH’s RFP were not subject to disclosure under the Mississippi Public Records Act, with the exception of the contract between MSH and XLK. Because the chancery court correctly applied the Mississippi Public Records Act, the Mississippi Supreme Court affirmed its judgment. View "Morgan v. XLK International, LLC" on Justia Law

Singing River Health System a/k/a Singing River Hospital System (“Singing River”) sued KPMG, LLP, alleging separate counts of breach of contract and negligence and/or professional malpractice based on the audits KPMG performed for Singing River in fiscal years 2008 through 2012. Singing River alleged that KPMG failed to comply with the professional auditing and accounting standards expressed in GAAS (Generally Accepted Auditing Standards), GAGAS (Generally Accepted Government Auditing Standards), and GAAP (Generally Accepted Accounting Principles), which KPMG had agreed to follow. Singing River specifically alleged that KPMG’s audits were replete with computational errors and incorrect assumptions, and that KPMG had not performed basic tests to substantiate its opinions. Singing River separately alleged that KPMG was negligent and committed professional malpractice by failing to use the skill, prudence, and diligence other reasonable and prudent auditors would use in similar circumstances, as expressed in the GAAS, GAGAS and GAAP. Singing River alleged, inter alia, that, as a direct and proximate result of KPMG’s audits, Singing River was unaware that its employee-pension plan was underfunded by approximately one-hundred-fifty million dollars ($150,000,000.00). Further, Singing River alleged that it was unaware that it was not in compliance with certain bond covenants due to KPMG’s negligence. KPMG sought to compel arbitration of Singing River’s claims. The circuit court declined to order Singing River to arbitration. The Mississippi Supreme Court determined KPMG’s 2008, 2009, 2010, 2011, and 2012 letters were not spread across the Board’s minutes. The Court could not enforce these contracts or the dispute-resolution clauses attached to them. KPMG’s additional arguments concerning the delegation clause, collateral estoppel, and direct-benefit estoppel were without merit. The trial court’s order denying KPMG’s motion to compel arbitration was affirmed, and the case was remanded for further proceedings. View "KPMG, LLP v. Singing River Health System" on Justia Law

Plaintiff Atronix, Inc. filed suit against defendant Kenneth Morris for, among other things, breach of contract, and sued defendant Scott Electronics, Inc. for tortious interference with contractual relations. Atronix appealed a superior court’s order dismissing its action for lack of standing. Morris started working at Atronix Sales, Inc. (Old Atronix) in 1982. He was promoted several times over the course of his employment, eventually becoming program manager in the sales department. That position entailed responsibility for the largest and most important of Old Atronix’s accounts. Accordingly, in 1997, Morris was required to sign a non-compete and non-solicitation agreement (the non-compete agreement), and a non-disclosure agreement. In 2011, Old Atronix merged with Atronix, Inc. (the Company). In 2016, Morris left his job with plaintiff and was hired as a general manager by Scott, one of the Company’s competitors. The New Hampshire Supreme Court concluded the terms of Morris’ non-compete agreement was conveyed to the Company according to the terms of its asset purchase agreement, it was still pertinent to the success of the merger. The Company, therefore, had standing to enforce it against Morris. View "Atronix, Inc. v. Morris" on Justia Law

The underlying dispute in this case involved a commercial transaction between H2O Environmental, Inc. (H2O) and Farm Supply Distributors, Inc. (Farm Supply). Following a bench trial, H2O was awarded $7,354.64 for Farm Supply’s breach of an express oral contract. The magistrate court subsequently awarded attorney’s fees to H2O pursuant to Idaho Code section 12-120(3), but limited its award to the amount in controversy. H2O appealed to the district court, claiming that the magistrate court abused its discretion. The district court affirmed and awarded attorney’s fees to Farm Supply. H2O timely appealed. The Idaho Supreme Court determined the district court erred when it affirmed the magistrate court’s award of attorney fees: nothing in the record explained the relationship between the magistrate court’s evaluation of the Idaho Rule of Civil Procedure 54(e)(3) factors and its decision regarding the amount to award for attorney’s fees. “It is not enough for a trial court to acknowledge the existence of the Rule 54(e)(3) factors; rather, it must appear that there is a reasoned application of those factors in the trial court’s decision regarding the amount of attorney’s fees to be awarded.” The Supreme Court reversed and remanded for further proceedings. View "H20 Environmental v. Farm Supply" on Justia Law

The plaintiffs were two wholly owned subsidiaries of First American Financial Corporation: First American Title Insurance Company (FA Company) and First American Title Company, LLC (FA LLC) (collectively Plaintiffs). The defendants, who appealed a judgment against them (Defendants) were Michael Smith, Kristi Carrell, and Northwest Title Insurance Agency, LLC. Jeffrey Williams was also a defendant, but is not a party to the appeal. Defendants raised numerous grounds on appeal of a large jury award based on breaches of contractual and fiduciary duties, many of which the Tenth Circuit concluded were not adequately preserved or presented. Therefore, the Tenth Circuit affirmed the district court's judgment, "[w]e may not have awarded the same amount, but we see no abuse of discretion." View "First American Title Insurance v. Northwest Title Insurance" on Justia Law

Aqua Marine Enterprises, Inc. ("AME"), and AME's chief operating officer and vice president Brent Mitchell appealed a circuit court judgment in favor of K&B Fabricators, Inc. ("K&B"), following a bench trial in a dispute alleging the usurpation of corporate opportunities in the business of fabricating storm shelters. In 2006, Mitchell began discussions with Kendall Blaxton, who owned a welding-supply company used by AME, about starting a storm-shelter-fabrication business in Alabama because Mitchell believed it would be more efficient to deal with a local shelter fabricator. Those discussions led to the formation of K&B, a closely held corporation with three shareholders, Mitchell and two brothers, Kendall and Kenneth Blaxton. From 2006 to mid 2014, all of AME's steel storm-shelter orders were fabricated by K&B. AME entered into a non-compete/non-disclosure agreement with K&B. Kendall testified that in 2009 he and his brother had a dispute about how K&B was being managed, and Kendall ended up buying out Kenneth's ownership interest in K&B. Kendall then owned 90 percent of K&B's stock and Mitchell owned 10 percent. In early 2012, Kenneth formed Compliance Construction with two others; the company was to "take advantage of business opportunties that did not involve storm-shelter fabrication." By 2014, the relationship between AME and K&B had soured, and ended with AME accusing K&B of violating the noncompetition agreement between them. AME contended the trial court erred in concluding K&B did not violate the agreement. The Alabama Supreme Court found that AME failed to demonstrate Compliance's involvement in storm-shelter fabrication constituted a violation by K&B of the noncompetition agreement. The Court affirmed a finding of liability against Mitchell and its imposition of a constructive trust upon AME; the Court also affirmed the ruling in favor of K&B on AME's allegation of breach of the noncompetition agreement. The Court reversed, however, part of the trial court's judgment awarding damages, finding the award was not based upon the profits earned by AME in its fabrication. View "Aqua Marine Enterprises, Inc. v. K&B Fabricators, Inc." on Justia Law