Justia Contracts Opinion Summaries

Ryze’s headquarters and principal place of business was in Noblesville, Indiana. In 2014, Ryze hired Nedd, a California resident, to work for Ryze in El Cerrito. In 2017, Ryze terminated Nedd’s employment. Nedd filed a wrongful termination suit in Contra Costa County, under the Fair Employment and Housing Act (FEHA). The Employment Agreement between Ryze and Nedd contained a forum selection clause, stating that “any claim of any type brought by Employee against [Ryze] … must be maintained only in a court sitting in" Indiana. The court declined to stay or dismiss the case, stating that forum selection clauses will not be enforced when contrary to California public policy and that enforcing the forum selection clause would be contrary to Labor Code section 925 and Government Code section 12965 (governing venue in FEHA cases). The court of appeal directed the trial court to vacate its order. Labor Code section 925 establishes a policy prohibiting employers from requiring California employees from agreeing to litigate in a different forum as a prerequisite to employment, but by its plain language states that it applies to agreements “entered into, modified, or extended on or after January 1, 2017.” The FEHA venue statute has no bearing on the forum selection clause. View "Ryze Claim Solutions LLC v. Superior Court" on Justia Law

Yuri Vanetik and his father, Anatoly (Tony), were involved with a number of interrelated companies in the business of oil exploration in Russia. Yuri approached his friend, Elliot Broidy, about investing in one of those companies, Terra Resources (Terra). Broidy agreed to invest $750,000, with the written agreement his investment would go only to efforts to start production on the oil wells. Farmers & Merchants Trust Company (F&M Trust) was the trustee and administrator of the simplified employee pension plan (SEP) for Broidy’s individual retirement account (IRA). F&M Trust acquired stock in Terra. Broidy later learned that his investment had not been used in connection with the oil wells - it had been used to pay off Yuri’s and Tony’s preexisting debts. Broidy and Tony orally agreed that Tony would pay back the $750,000, but Tony failed to do so. F&M Trust then sued Yuri and Tony for breach of written and oral contracts, and for fraud. F&M Trust also sued Richard Weed (the attorney for Yuri, Tony, and the oil exploration companies) for fraud. The jury found in favor of F&M Trust on all causes of action, and awarded compensatory and punitive damages against Yuri, Tony, and the Weed defendants. Judgment was entered against Yuri and Tony; the trial court granted judgment notwithstanding the verdict (JNOV) in favor of the Weed defendants. On appeal, the Court of Appeal concluded substantial evidence supported the jury’s verdict against Yuri and Tony on the claims for breach of written contract, breach of oral contract, and fraud. The jury’s special verdict findings on the contract and fraud claims neither resulted in inconsistent verdicts, nor required F&M Trust to make an election of remedies. However, F&M Trust failed to offer substantial evidence supporting the punitive damages awards against Tony and Yuri, so the Court reversed those punitive damage awards. The trial court properly granted JNOV in favor of the Weed defendants on the fraud causes of action. View "Farmers & Merchants Trust Co. v. Vanetik" on Justia Law

The Supreme Court affirmed the decision of the circuit court denying Petitioner's motion to set aside a default judgment entered against him, holding that the circuit court did not abuse its discretion in denying Petitioner's motion to set aside the default judgment.Respondent filed a breach of contract claim against Petitioner for allegedly failing to pay insurance premiums. Petitioner did not respond to Respondent's properly served complaint, and Respondent obtained a default judgment against him. Nearly sixteen months later, Petitioner filed a motion to set aside the default judgment on the grounds that he was not a proper party to the action. The circuit court denied the motion as untimely because the grounds on which Petitioner sought to have the judgment set aside were subject to a one-year limitation period under W. Va. Rule 60(b). The Supreme Court affirmed, holding (1) Petitioner's grounds to set aside the judgment were untimely under Rule 60(b); and (2) while void judgments are not subject to the strict time frame set forth in Rule 60(b), the circuit court did not lack personal jurisdiction over Petitioner so as to render the judgment void. View "Amoruso v. Commerce & Industry Insurance Co." on Justia Law

PetroChina Canada bought ten large heat-exchanger units from Kelvion’s Oklahoma plant for use in PetroChina’s oil and gas operations. Their contract included a mandatory forum-selection clause subjecting the parties to Canadian jurisdiction. After a dispute over unanticipated delivery costs that PetroChina refused to pay, Kelvion brought suit in Oklahoma. It asserted quantum meruit and unjust enrichment claims, arguing the forum-selection clause did not apply to its equitable claims. The district court disagreed, concluding the forum-selection clause applied, and dismissed the suit under the doctrine of forum non conveniens. Finding no error in judgment, the Tenth Circuit affirmed the district court’s dismissal for forum non conveniens. View "Kelvion, Inc. v. PetroChina Canada Ltd." on Justia Law

Calmare appealed the district court's judgment requiring it to pay $10,352,170.41 to GEOMC after a bench trial of a contract dispute concerning sales of medical devices. The Second Circuit affirmed the district court's ruling striking two affirmative defenses and five counterclaims.The court held that the district court was within its discretion in striking the two affirmative defenses. In this case, striking the sixth defense lacked any indication of what conduct by GEOMC or others might have been a defense to the breach of contract claim added by the second amended complaint, and the seventh defense lacked any indication of which party needed to be joined or why. The district court was also within its discretion in striking the four counterclaims against Radiant on the ground of prejudice and one counterclaims because it was factually and legally deficient. View "GEOMC Co., Ltd. v. Calmare Therapeutics Inc." on Justia Law

A commercial developer lost a parcel of real property in a trustee’s sale following a nonjudicial foreclosure. It sued the title company that conducted the sale as a trustee. The Court of Appeal concluded upon review of this matter that a trustee in such a sale is subject to tort liability only for the violation of duties established by the deed of trust and governing statutes, unless the trustee has effectively taken on a different or modified duty by its actions. Here, the developer, plaintiff-appellant Citrus El Dorado, LLC, sued in part for failure to verify certain matters that the trustee, defendant-respondent Chicago Title Company, had no contractual or statutory duty to verify. The Court determined neither the deed of trust nor the governing statutes expressly created a duty on the part of Chicago Title to verify that the beneficiary received a valid assignment of the loan or to verify the authority of the person who signed the substitution of trustee. "Citrus has not cited, and we have not discovered, any authority holding a trustee liable for wrongful foreclosure or any other cause of action based on similar purported failures to investigate. To the contrary, the trustee generally 'has no duty to take any action except on the express instruction of the parties or as expressly provided in the deed of trust and the applicable statutes.'" The Court therefore affirmed the trial court's order sustaining without leave to amend Chicago Title's demurrer to Citrus' second amended complaint. View "Citrus El Dorado v. Chicago Title Co." on Justia Law

International Paper Company and three of its employees (collectively, "IPC") petitioned the Alabama Supreme Court for a writ of mandamus to direct the Wilcox Circuit Court to vacate its order denying IPC's motion to dismiss the underlying third-party action against it without prejudice based on improper venue. In 2015, Caterpillar Financial Services Corporation ("Caterpillar") entered into various loan and guaranty agreements with JRD Contracting, Inc. ("JRD") for the purchase of certain equipment. That equipment was to serve as collateral for the loans between Caterpillar and JRD. According to Caterpillar, JRD failed to pay the amounts due under the loan agreements, and, in September 2015 and again in December 2015, Caterpillar notified JRD of its intention to accelerate the loans and to make demand for the return of the equipment. In the summer of 2016, a JRD subsidiary, JRD Land Contracting and Land Clearing, Inc. ("JRD C&L"), signed an agreement with International Paper in which JRD C&L agreed to dispose of International Paper's waste at its Pine Hill Mill for a period of five years. In 2016, Caterpillar sued JRD at the Wilcox Circuit Court alleging a claim of detinue and seeking damages for breach of contract and breach of the guarantees. After performing work for International Paper under a waste-services agreement for eight months, JRD C&L received written notice of International Paper's intent to terminate the waste-services agreement. The equipment Caterpillar sought was used for the JRD C&L contract; in the pending Wilcox Circuit Court action, JRD filed a third-party complaint against IPC and fictitiously named defendants seeking a declaration and damages for breach of contract, promissory estoppel, fraud, work and labor done, and indemnity. When International Paper terminated that agreement, JRD alleged, it could no longer afford to pay the loans from their lenders, including Caterpillar, although they had already defaulted on some of those loans. IPC moved to dismiss the third-party complaint based on improper venue. According to IPC, the waste-services agreement contained an outbound forum-selection clause that provided that the courts of Tennessee would have jurisdiction over any disputes arising out of or relating to that agreement. IPC also challenged whether JRD or Dailey had a right to bring the third-party action because, it argued, the third-party action had nothing to do with the transactions underlying Caterpillar's lawsuit. IPC argued that, generally, outbound forum-selection clauses were enforceable in Alabama and that the third-party plaintiffs did not establish that the enforcement of the clause would be unfair or unreasonable. According to IPC, because the third-party plaintiffs failed to meet their burden, the outbound forum-selection clause should have been enforced. The Alabama Supreme Court agreed with IPC and issued the writ. View "Ex parte International Paper Company." on Justia Law

Real Estate of the Pacific, Inc., doing business as Pacific Sotheby's International Realty (Sotheby's), David Schroedl, and David Schroedl & Associates (DSA) (collectively, Defendants) successfully moved for summary judgment against Daniel Ryan and Patricia Ryan, individually and as trustees of the Ryan Family Trust Dated August 25, 2006 (the Ryans). This matter arose over the sale of the Ryans' house in La Jolla. During an open house hosted by Schroedl, the Ryans' next door neighbor, Hany Girgis, informed Schroedl that he intended to remodel his home, which would permanently obstruct the Property's westerly ocean view. Ney and Luciana Marinho (the Marinhos) purchased the Property for $3.86 million. Defendants received $96,5000 at the close of escrow as their commission for the sale. At no time prior or during escrow, in the real estate disclosures, or in conversation, did Defendants disclose Girgis's extensive remodeling plans or their impact on the westerly ocean view and privacy of the Property. After learning this information, the Marinhos immediately attempted to rescind the real estate sales contract for several reasons, including the magnitude and scope of the Girgis remodel, the proximity of the new structure to the property line, the loss of privacy, the elimination of any possibility of a westerly ocean view, and a potential two-year construction project. The Ryans, based in part on Defendants' advice, refused to rescind the purchase real estate sales contract. The Marinhos then demanded arbitration per the terms of the real estate sales contract and sought rescission of the contract or, in the alternative, damages. The Marinhos alleged Defendants knew about Girgis's construction plans and failed to disclose this information. The Ryans sued Defendants for negligence. The crux of Defendants' argument was that the Ryans could not establish the existence of any cause of action without an expert witness. Because the Ryans did not designate an expert witness, Defendants argued summary judgment was warranted. The superior court agreed, granting Defendants' motion. The Ryans appealed the judgment following Defendants' successful motion, contending they did not need an expert witness to establish the elements of their causes of action against Defendants. The Court of Appeal agreed and reversed the judgment. View "Ryan v. Real Estate of the Pacific" on Justia Law

UFAA filed suit seeking declaratory relief against the Companies and FGI (collectively, Farmers), alleging that Farmers engaged in numerous practices that violated the terms of Agent Appointment Agreements signed prior to 2009. The trial court found that UFAA lacked standing to pursue its claims and failed to demonstrate it was entitled to declaratory relief.The Court of Appeal held that UFAA had associational standing to pursue its claims related to performance and office standards, but did not have standing to pursue its other claims. However, on the merits, UFAA was not entitled to declaratory relief on its claims related to office locations and performance standards. In this case, although the Agreements did not expressly prohibit specific office locations or require agents meet performance standards, Farmers could terminate agencies for such reasons pursuant to the no-cause termination provision. The court also held that UFAA's single enterprise arguments were moot and UFAA's arguments related to the motion for new trial were meritless. Accordingly, the court affirmed the judgment. View "United Farmers Agents Assoc. v. Farmers Group, Inc." on Justia Law

Telecommunications providers Peerless and Verizon entered into an Agreement, providing for lowered rates for certain switching services. If a contractual rate did not apply, Peerless billed Verizon its tariff rates, as filed with the FCC and state public utility commissions. The relationship failed. Verizon withheld payments. Peerless sued Verizon, alleging 12 counts, including breach of the Agreement and breach of tariffs. Verizon alleged that Peerless was an access stimulator and failed to reduce its rates as required by the FCC and that Peerless was billing certain services at inappropriate rates. The district court dismissed four counts and granted Verizon summary judgment on Count X. The district court referred the access stimulation and other counterclaim issues to the FCC under the primary-jurisdiction doctrine and stayed Verizon’s counterclaims. It nonetheless granted Peerless summary judgment on its breach-of-tariff claims, reasoning that Verizon’s defense could be adjudicated separately from the collection action; entered a partial final judgment on the breach-of-tariff claims pursuant to Federal Rule of Civil Procedure 54(b), finding that it would be “unjust” to make Peerless wait to collect the unpaid bills; and granted Rule 54(b) partial final judgment on claims regarding the breach of the Agreement, reasoning that Verizon had not disputed the breach, only the amount owed. The Seventh Circuit vacated in part. Rule 54(b) partial final judgment was improper, given the significant factual overlap with pending claims. A genuine issue of fact persists with respec breach-of-contract claims. View "Peerless Network, Inc. v. MCI Communications Services, Inc." on Justia Law