Justia Contracts Opinion Summaries

The Supreme Court held that on-going, at-will, consumer-business relationships consist of the day-to-day offer and acceptance of unilateral contracts, and thus, businesses may effectively modify the non-negotiated, standardized terms governing those relationships if the business can demonstrate certain elements.The United States District Court for the District of Arizona certified to the Supreme Court the question of whether an effective modification of a consumer contract can occur when the offeror sends notice of the proposed modification to the offeree through a communication channel to which the offeree previously consented even if the offeree fails to respond. In considering the requirements for modifying the terms of at-will, on-going, business-consumer relationships, the Supreme Court held that its jurisprudence did not provide definitive guidance and that Restatement of Consumer Contracts 3 is hereby adopted to fill that void. View "Cornell v. Desert Financial Credit Union" on Justia Law

A major data breach compromised sensitive consumer information on thousands of credit cards. In this appeal, we address who must pay for the cleanup. Beginning in 2014, hackers compromised credit card data at multiple businesses owned by Landry’s Inc. (“Landry’s”). Many of those cards belonged to Visa and Mastercard. In response, Visa and Mastercard imposed over twenty million dollars in assessments on JPMorgan Chase and its subsidiary Paymentech (collectively, “Chase”), who were responsible for securely processing card purchases at Landry’s properties. Chase then sued Landry’s for indemnification, and Landry’s impleaded Visa and Mastercard. The district court dismissed Landry’s third-party complaints against Visa and Mastercard and granted summary judgment for Chase, finding that Landry’s had a contractual obligation to indemnify Chase. Landry’s argued that it should not have to indemnify Chase because the assessments are not an enforceable form of liquidated damages.   The Fifth Circuit affirmed. The court explained that since Landry’s indemnification obligation stems from its own acts or omissions under the Merchant Agreement, the debt is its own. Further, the court wrote that Landry’s alleged for its deceptive business practices claims that the assessments were “invalid” under the Payment Brand Rules and “applicable law” and, therefore, the Payment Brands’ “imposition and collection of the [assessments] was an unlawful business practice.” Because these claims turn on the assessments’ enforceability under Chase’s contracts with the Payment Brands, they are functionally the same as the subrogated claims. Since Landry’s cannot challenge the Payment Brands over those contracts as Chase’s subrogee, it cannot do so through a change in labeling. View "Paymentech v. Landry's" on Justia Law

Plaintiff, a home-delivery subscriber to the St. Louis Post-Dispatch daily newspaper (the “Post-Dispatch”), filed a putative class action for damages against the owner and publisher of the Post-Dispatch in state court alleging that Defendants “double-billed” him for “overlapping days.” Defendants removed the case to federal court under the Class Action Fairness Act, alleging that Plaintiff is seeking aggregate class-wide damages for the applicable five-year statute of limitations period that exceed $5,000,000. Plaintiff filed a First Amended Class Action Complaint alleging six claims for relief under Missouri law. The district court granted summary judgment dismissing all claims.   On appeal, Plaintiff argued the district court erred in granting summary judgment dismissing his breach of contract and MMPA claims because there are genuine issues of material fact “whether overlaps cost subscribers money” and whether Defendants’ billing practices violate the MMPA because “overlaps are incorrect and wrong.”   The Eighth Circuit affirmed. The court explained that it might be evidence that Defendants made minor billing errors in Plaintiff’s individual subscriber account, but that claim was not pleaded. The district court did not err in granting Defendants summary judgment dismissing the claims Plaintiff asserted despite his belated raising of this unpleaded contract claim. Further, the court explained that Plaintiff failed to controvert Defendants’ evidence showing that DISCUS properly deducts from a subscriber’s payment-in-advance the applicable rate charged as each newspaper is delivered. Thus, because Plaintiff cannot establish the ascertainable loss element of an MMPA claim, the court held that it need not address his additional argument that the Post-Dispatch’s billing practices are unfair or unethical. View "Steven Goldsmith v. Lee Enterprises" on Justia Law

Amazon fulfills orders for products sold by third-party merchants through a program it calls “Fulfillment by Amazon” (FBA). According to the First Amended Complaint (FAC), the state agency responsible for collecting sales and use tax is the California Department of Tax and Fee Administration (DTFA) has historically not collected from Amazon sales and use taxes for products sold through the FBA program.   Plaintiff filed a taxpayer action under section 526a seeking a declaration that the DTFA “has a mandatory duty to assess and collect” sales and use tax specifically from Amazon for products sold through the FBA program. The DTFA and its Director and the Amazon entities that Plaintiff named in his FAC as Real Parties in Interest all demurred to the FAC. The trial court sustained Respondents’ demurrers without leave to amend.   The Second Appellate District affirmed the trial court’s order sustaining Respondents’ demurrers. The court explained that no statute or regulation conclusively establishes that the DTFA must pursue Amazon for sales and use taxes related to FBA transactions. The language of Revenue and Taxation Code section 6015, subdivision (a) makes it clear that there may be multiple “persons” who the DTFA may regard as “retailers” for the purposes of a single transaction. The statutory framework of the Sales and Use Tax Law and the statutes vesting the DTFA with authority to administer that statutory framework led the court to conclude that whether a taxpayer is a retailer for purposes of the Sales and Use Tax Law is a discretionary determination and not a ministerial task. View "Grosz v. Cal. Dept. of Tax & Fee Administration" on Justia Law

Plaintiff enrolled in a Doctor of Education degree program at Grand Canyon University. Plaintiff claims that he did not complete his degree because, despite representing that students can finish the program in 60 credit hours, Grand Canyon makes that goal impossible with the aim of requiring students to take and pay for additional courses. Plaintiff also claims that he was not provided with the faculty support promised by Grand Canyon. According to Plaintiff Grand Canyon’s failure to provide dissertation support is designed to require students to take and pay for additional courses that would allow them to complete the dissertation. Plaintiff filed claims alleging breach of contract, intentional misrepresentation, and unjust enrichment. He also asserted claims under the Arizona Consumer Fraud Act. The district court dismissed the complaint in its entirety with prejudice under Rule 12(b)(6).   The Eleventh Circuit affirmed the district court’s dismissal of Plaintiff’s claims for violations of the ACFA, intentional misrepresentation, and unjust enrichment. The court reversed in part the dismissal of Plaintiff’s claims for breach of contract and breach of the covenant of good faith and fair dealing. The court explained that though Grand Canyon did not contractually promise Plaintiff that he would earn a doctoral degree within 60 credit hours, he has plausibly alleged that it did agree to provide him with the faculty resources and guidance he needed to complete his dissertation. Insofar as he asserts that Grand Canyon promised and failed to meaningfully provide him with the faculty support necessary to complete his dissertation, he has sufficiently alleged breach of contract and breach of the covenant of good faith and fair dealing. View "Donrich Young v. Grand Canyon University, Inc., et al." on Justia Law

Doe alleges that she was sexually assaulted by a massage therapist during a massage at a San Rafael Massage Envy retail location. She filed suit against the Arizona-based franchisor that licenses the “Massage Envy” brand name (MEF), and the independently owned San Rafael franchise where the assault allegedly occurred. MEF moved to compel arbitration on the basis of a “Terms of Use Agreement” presented to Doe when she checked in for a massage she had booked at the franchise location. The trial court concluded that there was no agreement to arbitrate between Doe and MEF.The court of appeal affirmed, rejecting MEF’s argument that the “Terms of Use Agreement,” which was available to Doe via a hyperlink on the electronic tablet she was given at the franchise, was a valid and enforceable “clickwrap” agreement of the sort that courts routinely enforce. Doe did not have reasonable notice that she was entering into any agreement with MEF, much less notice of the terms of the agreement. The transaction was nothing like the typical transactions in which clickwrap agreements are used; Doe went to a physical location, where she was already a member, and was handed a tablet to check in for a massage. View "Doe v. Massage Envy Franchising, LLC" on Justia Law

Plaintiffs sued Nissan, alleging the transmission in a 2013 Nissan Sentra they purchased was defective, bringing statutory claims under the Song-Beverly Consumer Warranty Act (Civ. Code 1790) and a common law fraud claim alleging that Nissan, by fraudulently concealing the defects, induced them to purchase the car. The trial court dismissed the fraudulent inducement claim as barred by the “economic loss rule.” The court also struck the plaintiffs’ request for punitive damages.The court of appeal reversed. Under California law, the economic loss rule does not bar the fraudulent inducement claim. The fraudulent inducement exception to the economic loss rule applies; fraudulent inducement is a viable tort claim under California law. The plaintiffs adequately pleaded that the transmissions installed in numerous Nissan vehicles (including the one they purchased) were defective; Nissan knew of the defects and the hazards they posed; Nissan had exclusive knowledge of the defects but intentionally concealed and failed to disclose that information; Nissan intended to deceive plaintiffs by concealing known transmission problems; plaintiffs would not have purchased the car if they had known of the defects; and plaintiffs suffered damages in the form of money paid to purchase the car. View "Dhital v. Nissan North America, Inc." on Justia Law

Michael O’Connor signed up for a loyalty program when he bought a pair of shoes and socks from Road Runner Sports, Inc. and Road Runner Sports Retail, Inc. (collectively, “Road Runner”). He alleged Road Runner did not tell him the loyalty program was an automatic renewal subscription and that his credit card would be charged an annual subscription fee. After discovering he had been charged for four years of subscription fees, he joined as the named plaintiff in a class action lawsuit alleging Road Runner had violated California’s Automatic Renewal Law and consumer protection statutes. Road Runner asserted O’Connor was bound by an arbitration provision it added to the online terms and conditions of the loyalty program, some three years after he enrolled. Although Road Runner conceded O’Connor did not have actual or constructive notice of the arbitration provision, it contended O’Connor created an implied-in-fact agreement to arbitrate when he obtained imputed knowledge of the arbitration provision through his counsel in the course of litigation and failed to cancel his membership. The Court of Appeal disagreed this was sufficient under California law to prove consent to or acceptance of an agreement to arbitrate. Accordingly, the Court affirmed the trial court’s order denying Road Runner’s motion to compel arbitration. View "Costa v. Road Runner Sports" on Justia Law

Plaintiffs in two putative class actions took out home mortgage loans from Bank of America, N.A. (“BOA”), one before and the other after the effective date of certain provisions of the DoddFrank Wall Street Reform and Consumer Protection Act (“DoddFrank”). The loan agreements, which were governed by the laws of New York, required Plaintiffs to deposit money in escrow accounts for property taxes and insurance payments for each mortgaged property. When BOA paid no interest on the escrowed amounts, Plaintiffs sued for breach of contract, claiming that they were entitled to interest under New York General Obligations Law Section 5-601, which sets a minimum 2% interest rate on mortgage escrow accounts. BOA moved to dismiss on the ground that GOL Section 5-601 does not apply to mortgage loans made by federally chartered banks because, as applied to such banks, it is preempted by the National Bank Act of 1864 (“NBA”). The district court disagreed and denied the motion.   The Second Circuit reversed and remanded. The court held that (1) New York’s interest-on-escrow law is preempted by the NBA under the “ordinary legal principles of pre-emption,” Barnett Bank of Marion Cnty., N.A. v. Nelson, 517 U.S. 25, 37 (1996), and (2) the Dodd-Frank Act does not change this analysis. GOL Section 5-601 thus did not require BOA to pay a minimum rate of interest, and Plaintiffs have alleged no facts supporting a claim that interest is due. View "Cantero v. Bank of Am., N.A." on Justia Law

This case arose from a construction defect suit brought by a number of homeowners (Petitioners) against their homebuilder and general contractor, Lennar Carolinas, LLC (Lennar). Lennar moved to compel arbitration, citing the arbitration provisions in a series of contracts signed by Petitioners at the time they purchased their homes. Petitioners pointed to purportedly unconscionable provisions in the contracts generally and in the arbitration provision specifically. Citing a number of terms in the contracts, and without delineating between the contracts generally and the arbitration provision specifically, the circuit court denied Lennar's motion to compel, finding the contracts were grossly one-sided and unconscionable and, thus, the arbitration provisions contained within those contracts were unenforceable. The court of appeals reversed, explaining that the United States Supreme Court's holding in Prima Paint Corp. v. Flood & Conklin Manufacturing Co. forbade consideration of unconscionable terms outside of an arbitration provision (the Prima Paint doctrine). The court of appeals found the circuit court's analysis ran afoul of the Prima Paint doctrine as it relied on the oppressive nature of terms outside of the arbitration provisions. While the South Carolina Supreme Court agreed that the circuit court violated the Prima Paint doctrine, it nonetheless agreed with Petitioners and found the arbitration provisions, standing alone, contained a number of oppressive and one-sided terms, thereby rendering the provisions unconscionable and unenforceable under South Carolina law. The Court further declined to sever the unconscionable terms from the remainder of the arbitration provisions, as "it would encourage sophisticated parties to intentionally insert unconscionable terms—that often go unchallenged—throughout their contracts, believing the courts would step in and rescue the party from its gross overreach. ... Rather, we merely recognize that where a contract would remain one-sided and be fragmented after severance, the better policy is to decline the invitation for judicial severance." View "Damico v. Lennar Carolinas, LLC et al." on Justia Law