Justia Contracts Opinion Summaries

This case arises from a contract dispute related to a broader multidistrict antitrust litigation involving alleged price-fixing in the sale of broiler chickens. The parties, a meat producer and a commercial purchaser, engaged in settlement negotiations to resolve the purchaser’s antitrust claims across three cases (Broilers, Beef, and Pork) for a total of $50 million. The negotiations included email exchanges where the purchaser appeared to accept a settlement offer, but several terms—including compliance with a judgment sharing agreement, assignment data, a “most favored nation” clause, and allocation among cases—remained unresolved. The purchaser had obtained litigation funding, which required consent from the funder for any settlement.The United States District Court for the Northern District of Illinois initially denied the producer’s motion for summary judgment in 2023 but later granted the producer’s motion to enforce the settlement agreement. The court found that the parties had agreed to the essential material terms: the $50 million payment and release of claims. It relied on draft settlement agreements, despite their lack of signatures, to memorialize agreement on additional terms. The court rejected arguments regarding laches and jurisdiction and subsequently granted summary judgment to the producer, concluding its obligations had been fulfilled by payment.The United States Court of Appeals for the Seventh Circuit reviewed the district court’s summary judgment de novo. It held that no binding settlement agreement existed as of the purchaser’s “We accept” email because several material terms remained open and unresolved at that time. The court found that, under Illinois law, mutual assent to all material terms is required for a binding contract, and the parties had continued to negotiate those material terms for months after the email exchange. The Seventh Circuit reversed the district court’s judgment and remanded the case for further proceedings. View "Carina Ventures LLC v. Pilgrim's Pride Corporation" on Justia Law

Lanesborough 2000, LLC and Nextres, LLC entered into a loan agreement for the funding of a self-storage facility in Corning, New York. The deal included an arbitration agreement that required disputes to be resolved by binding arbitration. Lanesborough alleged that Nextres breached the agreement by failing to disburse loan funds as promised. An arbitrator found in favor of Lanesborough, awarding consequential damages, declaratory and injunctive relief, and attorney’s fees based on Nextres’s bad faith conduct. The arbitration agreement contained a waiver of the “right to appeal,” but did not specify its scope.The United States District Court for the Southern District of New York partially confirmed the arbitrator’s awards. It confirmed the awards of consequential damages, declaratory relief, and attorney’s fees, finding that the fee award was permissible because it was based on a finding of bad faith. The District Court also granted Lanesborough’s requests for injunctive relief by ordering Nextres to comply with the loan agreement and enjoining Nextres from pursuing foreclosure actions, including a pending state court foreclosure against a related party. The District Court awarded Lanesborough post-award prejudgment interest and stayed enforcement of its judgment pending appeal.On appeal, the United States Court of Appeals for the Second Circuit first held that the parties’ contractual waiver of the “right to appeal” was ambiguous and not sufficiently clear or unequivocal to preclude appellate review. On the merits, the Second Circuit affirmed the district court’s confirmation of the arbitrator’s awards and its grant of post-award prejudgment interest. However, it vacated the district court’s injunction barring the state-court foreclosure action because the lower court had not considered whether the injunction was consistent with the Anti-Injunction Act. The case was remanded for further proceedings on that issue. View "Lanesborough 2000, LLC v. Nextres, LLC" on Justia Law

The plaintiff, a New Hampshire-based corporation, acquired patents and software from a military contractor and sought to adapt the technology for consumer telecommunications. The defendant, a Finnish multinational, manufactures cellular base stations. In 2015, the parties began discussions about integrating the plaintiff’s software into the defendant’s products. By February 2017, negotiations focused on two main points: a fee for integration work and a lump sum for a perpetual software license. On June 6, 2017, the plaintiff alleges both parties orally agreed to a $3 million integration fee and a $20 million license fee. The defendant disputes whether such an oral agreement occurred. The plaintiff continued work based on this understanding. Later, the defendant offered a lower license fee in a draft written contract, which the plaintiff rejected. Eventually, the defendant canceled the project.After cancellation, the plaintiff sued the defendant in the United States District Court for the District of New Hampshire. Following a ten-day trial, the jury found in favor of the plaintiff on breach of contract and promissory estoppel, awarding $23 million in damages. The district court, considering the defendant’s statute-of-frauds defense, determined that the core issue was whether the perpetual license agreement could be performed within one year. The court found this, along with other issues, raised novel questions of New Hampshire law without binding precedent, and certified three questions to the Supreme Court of New Hampshire.The Supreme Court of New Hampshire reviewed the certified questions. It held that, under New Hampshire law, obligations imposed by a perpetual intellectual property license can be performed within one year, because, absent express language to the contrary, the licensor’s obligations are fulfilled upon granting the license. The court declined to answer the other two certified questions, as its answer to the first resolved the determinative legal issue. The case was remanded to the district court. View "Collision Commc'ns v. Nokia Solutions and Networks OY" on Justia Law

The United States Department of Commerce issued a request for proposals seeking enterprise-wide information technology services. After evaluating numerous proposals, the agency announced fifteen presumptive contract awardees. CAN Softtech, Inc. (CSI) and other unsuccessful offerors challenged the awards, alleging flaws in the evaluation process. The agency responded by reevaluating the proposals multiple times, making adjustments to the technical evaluation team, and ultimately reissuing awards to the same fifteen companies. Each time, CSI and others filed new or amended bid protests, contending that the agency’s corrective actions and reevaluations were improper.The United States Court of Federal Claims initially found the agency’s evaluation of CSI’s proposal arbitrary and capricious and enjoined performance of the contracts pending reevaluation. After further corrective action by the agency, including terminating awards and issuing new evaluations, the trial court determined that the agency’s final evaluation and contract awards were rational and supported by the record. The court considered the agency’s process for reevaluation and corrective action to have satisfied procedural requirements, and rejected CSI’s argument that the agency needed to seek voluntary remand before taking corrective action.The United States Court of Appeals for the Federal Circuit reviewed the trial court’s judgment de novo. The court held that administrative agencies possess inherent authority to terminate contract awards and take unilateral corrective action in response to bid protests, so long as they act within statutory and procedural bounds and avoid arbitrary or capricious conduct. The court also determined that the agency’s actions in this case did not violate the Administrative Procedure Act and were not arbitrary, capricious, or an abuse of discretion. The Federal Circuit affirmed the trial court’s denial of CSI’s bid protest. View "SYNEREN TECHNOLOGIES CORP. v. US " on Justia Law

Premium Healthcare Solutions, LLC, an Illinois company, had two competing judgment creditors: Vivek Bedi and MedLegal Solutions, Inc. Bedi obtained a state court judgment against “Premier Healthcare Solutions, LLC” in 2022, which was a misnomer for Premium. His lien on Premium’s assets was thus not discoverable to other creditors. MedLegal, a medical billing company, later secured an arbitration award and a federal court judgment against Premium in 2024 after discovering Premium had breached their contract. Both Bedi and MedLegal initiated collection efforts targeting Premium’s assets, particularly its accounts receivable managed by third parties.After Bedi discovered the misnomer in his judgment, he obtained a corrective order in Illinois state court in September 2024, amending his judgment nunc pro tunc to name Premium as the debtor and making the correction effective as of the original judgment date. Concerned that Bedi’s corrected judgment might threaten its priority, MedLegal sought a federal court order establishing its claim as superior. In the United States District Court for the Northern District of Illinois, Bedi intervened but focused his opposition on jurisdictional grounds, invoking the Rooker-Feldman doctrine. The district court rejected this argument and granted MedLegal’s motion for partial summary judgment, ruling MedLegal’s interest as superior. The court subsequently issued a turnover order requiring certain third parties to transfer Premium’s assets to MedLegal.On appeal, the United States Court of Appeals for the Seventh Circuit held that appellate jurisdiction was proper because the February 11, 2025, turnover order was a final decision. The Seventh Circuit also found that Rooker-Feldman did not bar the district court’s jurisdiction, as MedLegal was not a party to the prior state court action. Finally, because Bedi failed to raise any substantive arguments on priority in the district court, the Seventh Circuit affirmed the district court’s turnover order in favor of MedLegal. View "Bedi v Premium Healthcare Solutions LLC" on Justia Law

Several shareholders of Paya Holdings, Inc.—who were originally sponsors of a special purpose acquisition company that merged with Paya—held “Earnout Shares” subject to contractual transfer restrictions. Under the Sponsor Support Agreement (“SSA”), these shares could not be transferred until October 2025 unless a “Change in Control” occurred and the price per share exceeded $15.00. If the price was below $15.00, the Earnout Shares would be automatically forfeited prior to consummation of the change. In January 2023, Nuvei Corporation agreed to purchase all Paya shares for $9.75 per share in a tender offer. The offer required that tendered shares be freely transferable. The appellants attempted to tender their Earnout Shares, but Nuvei rejected them, citing the SSA’s restrictions.The shareholders sued Nuvei in the U.S. District Court for the District of Delaware, alleging that Nuvei violated the SEC’s Best Price Rule, which requires the highest consideration paid to any shareholder in a tender offer to be paid to all shareholders of that class. The District Court dismissed the suit for failure to state a claim, reasoning that no consideration was actually paid to the appellants because their shares were not validly tendered due to the transfer restrictions.On appeal, the U.S. Court of Appeals for the Third Circuit affirmed the District Court’s dismissal. The Third Circuit held that the Best Price Rule does not require a tender offeror to purchase shares that are subject to self-imposed transfer restrictions. The Rule mandates equal payment only for shares “taken up and paid for” pursuant to a tender offer, and it is silent regarding whether offerors must accept all tendered shares. Therefore, Nuvei was not required to purchase the appellants’ restricted shares, and dismissal of their claim was proper. View "Abramowski v. Nuvei Corp" on Justia Law

Plaintiffs, who provided subadvisory investment services and loaned $1.5 million to FolioMetrix (personally guaranteed by two individuals), later engaged with defendants involved in a proposed merger of investment firms. Plaintiffs alleged that during merger negotiations, defendant Putnam promised to relieve the original borrowers of their obligations and personally assume the debt. Subsequent communications referenced intentions to transfer the loan liability to the new entity, but when plaintiffs sought a formal promissory note, defendants refused. Ultimately, defendants did not repay any portion of the loan.Plaintiffs filed suit in the Superior Court of the City and County of San Francisco in March 2019, alleging breach of contract, fraud, negligent misrepresentation, and breach of the covenant of good faith and fair dealing. At trial, the central dispute was whether defendants had agreed to assume the loan obligations under the promissory note. Plaintiffs argued that the agreement was formed through emails and conduct, while defendants denied any assumption of liability. The jury found in favor of defendants, determining no contract was formed and no promise was made to repay the loans. Following trial, the court awarded defendants attorney fees under Civil Code section 1717, based on a fee provision in the original promissory note, after reducing the requested amount.On appeal, the California Court of Appeal, First Appellate District, Division Five, addressed several issues. It ruled that the automatic bankruptcy stay did not preclude resolution of the appeal because the debtor (NAI) was the plaintiff rather than a defendant. The court rejected plaintiffs’ claims of error regarding jury instructions on contract formation, finding insufficient argument and no prejudice. It affirmed the attorney fee award, concluding the action was “on the contract” containing the fee provision, and held the fee amount was within the trial court’s discretion. The judgment and fee order were affirmed. View "Navellier v. Putnam" on Justia Law

A Wyoming firearms manufacturer sought to expand its operations by constructing a new facility. The company, unable to directly access specific state economic development funds, partnered with a city and a local non-profit to obtain funding, resulting in a written agreement outlining each party’s roles. The non-profit was charged with managing the project, including hiring architects and contractors. During and after construction, the manufacturer identified substantial design and construction defects, including climate control problems, leaks, and structural issues. The manufacturer sued the non-profit for breach of contract and also sued the architect and contractor, asserting it was a third-party beneficiary of their contracts with the non-profit.In the District Court of Park County, the court dismissed the manufacturer’s claims against the architect and contractor, finding it was not an intended third-party beneficiary under their contracts, and granted summary judgment to the non-profit on all but one claim, determining that the non-profit’s contractual obligations were limited to financial administration of the project. The remaining claim was later dismissed by stipulation.The Supreme Court of Wyoming reviewed the case de novo. The court held that the district court erred in dismissing the manufacturer’s claims against the architect and contractor because, accepting the complaint’s factual allegations as true and considering the relevant contracts, the manufacturer had sufficiently alleged facts that could support third-party beneficiary status and breach of contract. The court also found the district court erred in granting summary judgment to the non-profit, concluding that the contract’s language and context imposed broader duties on the non-profit, including project administration and construction oversight, not merely financial management. The Supreme Court of Wyoming reversed the lower court’s orders of dismissal and summary judgment, allowing the manufacturer’s claims to proceed. View "Gunwerks, LLC v. Forward Cody Wyoming, Inc." on Justia Law

The dispute arose from a failed attempt to construct an osteopathic medical school in Gaylord, Minnesota. Philip Keithahn formed Minnesota Medical University, LLC (MMU) and retained Heritage Construction Companies, LLC as the general contractor. MMU planned to finance the project through bond proceeds, with a portion immediately available and the remainder contingent on achieving pre-accreditation. Representatives from Heritage sought confirmation of available funds prior to construction, and Keithahn assured them that the project would be funded and that millions would be available after closing. However, after initial payments, MMU ran out of funds when pre-accreditation was denied, leading Heritage to halt construction and terminate its contract.The United States District Court for the District of Minnesota oversaw the case after Heritage and its affiliates faced indemnification claims and filed a third-party complaint against Keithahn and MMU. The defendants’ motion for summary judgment was denied, and the case proceeded to trial on claims including breach of contract, indemnification, negligent misrepresentation, fraudulent misrepresentation, and fraud by omission. MMU admitted liability for breach of contract and damages. The jury found the defendants liable on all claims except fraudulent misrepresentation. Post-verdict, the district court denied defendants’ motions for judgment as a matter of law or for a new trial, addressing issues of jury instructions, violations of in limine orders, improper statements, and impeachment.The United States Court of Appeals for the Eighth Circuit reviewed the appeal. It held that Keithahn’s representations regarding available financing were actionable as negligent misrepresentations, as they concerned present facts susceptible of knowledge rather than mere future assurances. The court found no error in the jury instructions, no prejudicial violation of evidentiary rulings, and no cumulative error warranting a new trial. The Eighth Circuit affirmed the district court’s judgment. View "Heritage Const. Companies, LLC v. Keithahn" on Justia Law

A Delaware limited liability company entered into an agreement to purchase real property in Jefferson County, Alabama, from an Alabama limited partnership. The agreement included provisions for the recovery of attorneys’ fees by the prevailing party in litigation arising from the contract. Disputes arose regarding whether the buyer satisfied conditions to extend the closing date, leading the seller to declare the agreement terminated. The buyer sued the seller, the seller’s general partner (a California corporation), and various individual limited partners (in both their personal capacities and as trustees of family trusts), seeking among other relief, damages for breach of contract and a declaration of rights under the agreement. The contract also provided for reimbursement of transaction costs and attorneys’ fees under certain circumstances.The case proceeded in the Jefferson Circuit Court. The court granted summary judgment for the buyer on liability, finding the seller had breached the agreement, and set the issue of damages for a jury trial. Subsequently, disputes arose about whether attorneys’ fees should be decided by the jury or the court. The circuit court ruled that attorneys’ fees recoverable by the prevailing party under the contract would be determined by the court after trial, not by the jury. The seller, general partner, and limited partners sought a writ of mandamus from the Supreme Court of Alabama, arguing they were entitled to a jury trial on attorneys’ fees.The Supreme Court of Alabama denied the petition for writ of mandamus. The Court held that the petitioners failed to demonstrate a clear legal right to a jury determination of prevailing party attorneys’ fees under the contract, because they did not adequately show that the Alabama Constitution or statutes provide such a right for this type of claim. The Court declined to overrule the circuit court’s decision to reserve the issue of attorneys’ fees for judicial determination following the trial on damages. View "Ex parte Vestavia Hills, Ltd." on Justia Law