Justia Contracts Opinion Summaries

The Supreme Court reversed the judgment of the trial court rendering summary judgment in favor of Defendants after concluding that Plaintiff's unjust enrichment claims were governed by Delaware law and were thus time-barred, holding that Connecticut law, rather than Delaware law, controlled the timeliness of Plaintiff's claims.Plaintiff brought unjust enrichment claims against Defendants seeking recovery for alleged overpayments issued to Defendants by Plaintiff's putative predecessor in interest pursuant to a limited partnership agreement. The trial court concluded that Plaintiff's claims were governed by Delaware law and were therefore time-barred. The Supreme Court reversed, holding (1) Delaware law governed the substantive rights and liabilities of the parties arising out of the limited partnership agreement, but Connecticut law governed matters of judicial administration and procedure; and (2) because Plaintiff's unjust enrichment claims had a common-law origin, the limitation period properly was characterized as procedural, and therefore, Connecticut law governed the timeliness of Plaintiff's unjust enrichment claims. View "Reclaimant Corp. v. Deutsch" on Justia Law

SWMO, LLC appealed district court orders granting partial summary judgment to Mon-Dak Plumbing and Heating, Inc. and RK Electric relating to their work performed on a building owned by SWMO. SWMO contracted with Eagle Rigid Spans for the construction of a commercial building in Williston, North Dakota. Eagle was the general contractor and Mon-Dak and RK Electric were subcontractors for the project. Mon-Dak and RK Electric contracted with Eagle to provide HVAC, plumbing, and electrical work on the building. During construction, SWMO noticed defects in the materials and workmanship and believed the building was not properly constructed. The trial court ultimately awarded Mon-Dak $125,600 and RK Electric $114,242 from funds deposited into court by SWMO. SWMO claimed disputed issues of fact precluded summary judgment. The North Dakota Supreme Court determined The district court provided no analysis of the documents in its summary judgment orders. "By not addressing the evidence submitted by SWMO, the district court in effect found Mon-Dak’s and RK Electric’s evidence was more persuasive." In viewing the evidence in a light most favorable to SWMO at the time of the motions, SWMO raised a genuine issue of material fact, and Mon-Dak and RK Electric were not entitled to judgment as a matter of law. Although the court later found at trial that Eagle materially misrepresented the true amounts paid to its subcontractors, the court did not make findings on whether Eagle misrepresented the payments made to Mon-Dak and RK Electric. The Court therefore reversed and remanded for further findings relating to amounts Mon-Dak and RK Electric were entitled to recover from funds SWMO deposited into court; the parties' remaining arguments were without merit or not necessary to the Court's decision. The trial court was affirmed in all other respects. View "SWMO, LLC v. Eagle Rigid Spans Inc., et al." on Justia Law

Plaintiffs filed a purported class action against Xoom, alleging that the company breached a customer agreement by failing to set their electricity rates according to their actual or estimated supply costs. The district court dismissed the complaint for failure to state a claim and denied plaintiffs' post-judgment request for leave to amend under Federal Rules of Civil Procedure 59(e) and 60(b).The Second Circuit held that the district court failed to accept as true plausible allegations in the complaint and the proposed amended complaint (PAC). In this case, plaintiffs have alleged, with the support of the expert calculations included in the complaint and the PAC, that XOOM's rates showed significant upward deviations from the Market Supply Cost and continued to rise even when that cost fell. Therefore, these allegations were sufficient to state a claim for breach of contract. Furthermore, there was no support for the district court's suggestion that plaintiffs fabricated their calculations. Likewise, the district court erred in denying plaintiffs leave to amend their complaint, and the district court should have accepted the PAC, notwithstanding its presentation after judgment was entered. Accordingly, the court reversed in part, affirmed in part, and remanded for further proceedings. View "Mirkin v. XOOM Energy, LLC" on Justia Law

The Ninth Circuit reversed the district court's dismissal of a diversity action based on a forum selection clause in the parties' Asset Purchase Agreement. The panel applied its decision in Yei A. Sun v. Advanced China Healthcare, Inc., 901 F.3d 1081 (9th Cir. 2018), which was decided after the district court ruled in this case, and held that the forum-selection clause here was unenforceable because it contravened the strong public policy declared by Idaho Code 29-110(1). Therefore, the panel remanded so the district court could apply a traditional forum non conveniens balancing analysis. View "Gemini Technologies, Inc. v. Smith & Wesson Corp." on Justia Law

The federal district court for the District of South Carolina certified a question of law to the South Carolina Supreme Court. The Supreme Court was asked to construe section 38-77-350(C) of the South Carolina Code (2015) and determine whether, under the facts presented, an insurance company was required to make a new offer of underinsured motorist (UIM) coverage when an additional named insured is added to an existing policy. In 2012, Wayne Reeves acquired an insurance policy from Progressive Direct Insurance Company (Progressive) covering his motorcycle. When the policy was issued, Wayne declined optional UIM coverage. In 2015, Wayne's wife (Jennifer) and son (Bryan) were added to the policy as "drivers and household residents," because they also drove motorcycles. In 2017, Bryan sold his motorcycle and purchased another motorcycle, a 2016 Harley Davidson, which was added to the policy. At the time, Wayne had Bryan added as named insured to the policy. Progressive did not offer Bryan any optional coverages. Later in 2017, Bryan was involved in an accident while driving his 2016 Harley Davidson. Bryan ultimately made a claim against Progressive to reform the policy to include UIM coverage based on Progressive's failure to offer him the optional coverage. Progressive contended that adding Bryan as a named insured was a change to an existing policy, and as a result, Progressive was not required to offer Bryan UIM coverage. Based on the undisputed facts, the parties filed cross motions for summary judgment. The Supreme Court concluded under South Carolina law, Progressive was not required to make an additional offer of UIM coverage to Bryan. View "Progressive Direct v. Reeves" on Justia Law

In May 2009 Jesse Collens, then 21 years old, was permanently injured in a bicycle accident that left him a C-1 quadriplegic, paralyzed from the neck down, and dependent on a ventilator to breathe. In December 2009 he contracted with Maxim Healthcare Services, a national healthcare corporation with a home healthcare division, to provide his nursing care. In late 2011 issues arose between Collens and Maxim over the company’s management of his care. These issues escalated, and in early March 2012, Alaina Adkins, Maxim’s Alaska office manager, met with Collens to discuss his main concerns with Maxim’s services. The following business day, Adkins emailed various members of Maxim’s legal and administrative staff about one of the issues Collens had raised. Internal concerns surfaced about the legal compliance of the staff working with Collens. In an email responding to the report, Maxim’s area vice president wrote, “We are in dangerous territory right now with the liability of this case and we are going to have to seriously consider discharge.” Collens’s care plan was subject to routine recertification every 60 days; Maxim’s Alaska Director of Clinical Services visited Collens’s house to complete the review necessary for this recertification, noting “discharge is not warranted.” Concurrent to the recertification, Adkins requested Maxim’s legal department provide her a draft discharge letter for Collens. The draft letter stated the discharge had been discussed with Collens’s physician and care coordinator and that they agreed with the discharge decision. But in fact neither approved the discharge. The draft letter also included a space for names of other entities that could provide the care needed by the patient. Adkins noted in an email to the legal department, “We already know that there are no providers in our area that provide this type of service.” The discharge letter she eventually delivered to Collens filled in the blank with four agency names. Adkins delivered and read aloud the discharge letter at Collens’s home on March 30. Collens sued Maxim and Adkins for breach of contract, fraudulent misrepresentation, unfair and deceptive acts and practices under Alaska’s Unfair Trade Practices and Consumer Protection Act (UTPA), and intentional infliction of emotional distress (IIED). The superior court ruled for Collens on all his claims and entered a $20,379,727.96 judgment against Adkins and Maxim, which included attorney’s fees. Maxim and Adkins appealed, arguing that: (1) they were not liable under the UTPA; (2) the superior court erred in precluding their expert witnesses from testifying at trial; (3) the court’s damages award was excessive; and (4) the court’s attorney’s fee award was unreasonable. The Alaska Supreme Court agreed the superior court’s attorney’s fee award was unreasonable, but on all other issues it affirmed the superior court’s decision. View "Maxim Healthcare Services, Inc. v. Collens" on Justia Law

This dispute centered on whether Keith Arnold had to reimburse his former employer, Hyundai Motor Manufacturing Alabama, LLC ("HMMA"), for expenses HMMA incurred in moving Arnold from Kentucky to Alabama to begin employment at HMMA's manufacturing facility in Montgomery. When he started his employment, Arnold signed an agreement obligating him to reimburse HMMA for his relocation expenses if he voluntarily left his employment with HMMA within 24 months. Just 16 months after beginning his employment, Arnold resigned his position with HMMA. After Arnold refused to reimburse HMMA for the relocation expenses it had paid on his behalf, HMMA sued him in the Montgomery Circuit Court, asserting a breach-of-contract claim. HMMA obtained a summary judgment against Arnold for $67,534 in damages, but the trial court denied HMMA's request for prejudgment interest, attorney fees, and expenses. Arnold appealed the summary judgment in favor of HMMA. HMMA cross-appealed, arguing that under the terms of the reimbursement agreement, it was entitled to $11,710 for prejudgment interest and $20,293 for attorney fees and expenses. The Alabama Supreme Court affirmed summary judgment entered by the trial court to the extent it held that Arnold was liable for breach of contract and awarded HMMA $67,534. Because HMMA established it had a contractual right to additional sums beyond the $67,534 awarded by the trial court, the Supreme Court reversed that portion of the judgment denying HMMA's request for those additional sums and remand the cause for the trial court to enter a final judgment in favor of HMMA for $99,537, an amount that fully compensated HMMA under the reimbursement agreement. View "Arnold v. Hyundai Motor Manufacturing Alabama, LLC" on Justia Law

Plaintiff The Skinny Pancake-Hanover, LLC, appealed superior court decisions to grant partial summary judgment to defendants, Crotix and James and Susan Rubens, on plaintiff’s breach of contract claim, and that dismissed plaintiff’s claim against defendants for breach of the implied covenant of good faith and fair dealing. Plaintiff entered into a lease with defendants for a single unit in the Hanover Park Condominium building. The lease gave plaintiff the option to purchase its rental unit along with certain other units in the building. Less than a year later, plaintiff notified defendants it wanted to exercise its purchase option. Defendants “declined” plaintiff’s request, stating that plaintiff’s attempted exercise of the option was untimely under the terms of the agreement. Plaintiff sued; defendants answered, asserting the notice plaintiff sent regarding purchase of the rental unit was insufficient to trigger the option under the original lease agreement. Finding the superior court did not err in granting judgment in favor of defendants, the New Hampshire Supreme Court affirmed. View "The Skinny Pancake-Hanover, LLC v. Crotix" on Justia Law

Ali A. El-Khalil sue his former employer and several individuals (collectively, defendants): Oakwood Healthcare, Inc.; Oakwood Hospital–Southshore; Oakwood Hospital–Dearborn; Dr. Roderick Boyes, M.D.; and Dr. Iqbal Nasir, M.D.. Plaintiff alleged breach of contract based on an alleged breach of medical staff bylaws that were part of plaintiff’s employment agreement. Plaintiff amended the complaint, adding a claim of unlawful retaliation in violation of the Elliott-Larsen Civil Rights Act (ELCRA). Plaintiff alleged defendants unlawfully retaliated against him by failing to renew his hospital privileges because of a previous lawsuit that plaintiff brought in August 2014 in which plaintiff had alleged racial discrimination on the basis of his Arabic ethnicity in violation of the ELCRA, tortious interference with an advantageous business relationship, and defamation. Defendants moved for summary judgment, and the trial court granted it without specifically identifying which rule supported its decision. Plaintiff appealed, and the Court of Appeals affirmed in an unpublished per curiam opinion. The Court of Appeals determined that the trial court reviewed the summary disposition motion under MCR 2.116(C)(10), affirmed the decision under that subrule, and found it unnecessary to reach the issues of immunity or release under Subrule (C)(7). Plaintiff appealed again, and the Michigan Supreme Court vacated the appellate court's opinion and remanded for review under MCR 2.116(C)(7) and (C)(8). On remand, the Court of Appeals held in an unpublished per curiam opinion that summary disposition of plaintiff’s ELCRA-retaliation and breach-of-contract claims was appropriate under MCR 2.116(C)(8) and found it unnecessary to address whether summary disposition of either claim was appropriate under MCR 2.116(C)(7) based on immunity or release. Plaintiff again sought review from the Supreme Court. The Supreme Court emphasized that a motion for summary judgment under MCR 2.116(C)(8) had to be decided "on the pleadings alone and that all factual allegations must be taken as true." In this case, the Court of Appeals erroneously conducted an MCR 2.116(C)(10) analysis instead of a (C)(8) analysis because it considered evidence beyond the pleadings and required evidentiary support for plaintiff’s allegations rather than accepting them as true. The Court therefore reversed the Court of Appeals, which had affirmed under MCR 2.116(C)(8) the trial court’s order granting summary disposition of plaintiff’s Elliott-Larsen Civil Rights Act (ELCRA) and breach-of-contract claims, and remanded to that Court for consideration of those claims under MCR 2.116(C)(7). View "El-Khalil v. Oakwood Health Care, Inc." on Justia Law

Corbett’s businesses were governed by separate, substantively identical, Auto Driveaway franchise agreements. Each included non‐compete and non‐disclosure clauses and a 2016 expiration date. Those expiration dates passed. Both parties continued dealing as though the agreements were still in place until November 2017, when Auto Driveaway mailed an offer to renew the contracts for another five years. Corbett never responded but continued operating his franchises as before. Auto Driveaway subsequently learned that Corbett was building an app to compete against the app it had hired Corbett to build. Auto Driveaway suspected that Corbett was using its proprietary work product as a starting point. Corbett was set to launch his app through a new company, InnovAuto, in direct competition with Auto Driveaway. Auto Driveaway filed suit. Months later, Auto Driveaway discovered that Corbett had another competitive auto transport business, Tactical. Auto Driveaway obtained a preliminary injunction, stating that Corbett may not engage in any conduct that might violate the non‐compete clause of the franchise agreement. The court required Auto Driveaway to post a $10,000 bond as security for the injunction. The Seventh Circuit concluded that the district court must revisit the form of the injunction and the amount of security. Nothing covered by the order went beyond the controversy before the court or could have surprised Corbett but it is not a stand-alone separate document that spells out within its four corners exactly what the parties must or must not do. View "Auto Driveaway Franchise Systems, LLC v. Corbett" on Justia Law