Justia Contracts Opinion Summaries

In March 2020, Bradley University closed its campus and canceled in-person activities because of the COVID-19 pandemic. It canceled one week of classes as it migrated to remote learning. Bradley resumed classes virtually and offered remote activities and resources. The campus remained closed for the rest of the semester. Bradley never rescheduled the week of canceled classes; the Spring 2020 Semester was 14 weeks instead of the planned 15 weeks of classes listed in Bradley’s Catalog, which stated: “This catalog serves as a contract between a student and Bradley.” Full-time, on-campus students had paid $17,100 in tuition and an $85 activity fee. The University provided pro-rata refunds for room and board to students who were forced to leave on-campus housing but did not refund tuition or activity fees.Eddlemon filed a purported class action, alleging that Bradley breached an implied contract to provide 15 weeks of classes and on-campus activities, and, alternatively that the University’s retention of tuition and activity fees constituted unjust enrichment. The district court certified a “Tuition Class” and an “Activity Fee Class.” The Seventh Circuit vacated. The district court did not conduct the rigorous analysis required by Rule 23 for class certification but repeatedly referred to Eddlemon’s allegations without addressing his proffered evidence or examining how he would prove his allegations with common evidence. View "Eddlemon v. Bradley Universityx" on Justia Law

Plaintiff provided tax- and estate-planning services. Plaintiff filed a claim in Baltimore County Orphans’ Court against Defendant’s Estate for fees allegedly due under contracts. After the Estate disallowed the claim, Plaintiff sued in federal court. After the Estate disallowed the claim, Plaintiff sued in federal court. The district court dismissed Plaintiff’s suit for lack of subject matter jurisdiction, finding that the suit was barred by the “probate exception” to federal court jurisdiction.   The Ninth Circuit reversed the district court’s judgment dismissing for lack of personal jurisdiction Plaintiff’s suit alleging breach of contract. The panel held that none of the Goncalves categories applied to Plaintiff’s suit against the Estate. First, neither party contends that Plaintiff was seeking to annul or probate Bond’s will. Second, this suit does not require the federal courts to administer Defendant’s Estate. Valuing an estate to calculate contract damages is not administering an estate. Third, this suit does not require the federal courts to assume in rem jurisdiction over property in the custody of the probate court. If Plaintiff were to prevail at trial, he would be awarded an in personam judgment for money damages. The panel held that Plaintiff made out a prima facie case of personal jurisdiction. The panel held that the district court erred in holding that Plaintiff’s suit was barred by the probate exception to federal jurisdiction. View "ROGER SILK V. BARON BOND, ET AL" on Justia Law

This case involves an insured who sued for breach of contract and for breach of the implied duty of good faith and fair dealing when its insurer denied coverage for business income losses that the insured incurred during the COVID19 pandemic. The insured alleged that the COVID-19 virus was present on its premises and that state government closure orders prevented it from fully making use of its insured property due to infections and prohibitions on elective medical procedures. The district court dismissed the insured’s suit for failure to state a claim.   The Ninth Circuit certified the following question to the Oregon Supreme Court: Can the actual or potential presence of the COVID-19 virus on an insured’s premises constitute “direct physical loss or damage to property” for purposes of coverage under a commercial property insurance policy? View "THE OREGON CLINIC, PC V. FIREMAN'S FUND INS. CO." on Justia Law

Plaintiff Tutor Perini Building Corp. appealed from the district court’s order affirming an order of the United States Bankruptcy Court, which held that Plaintiff may not use 11 U.S.C. Section 365(b)(1)(A) to assert a “cure claim” against the Trustee for the Trustee’s assumption of an unexpired lease to which Plaintiff was neither a party nor a third-party beneficiary.   The Second Circuit affirmed. The court held that a creditor who seeks to assert a “cure claim” under Section 365(b)(1)(A) must have a contractual right to payment under the assumed executory contract or unexpired lease in question, and the court agreed that Plaintiff is not a third-party beneficiary of the assumed lease. The court explained that Tutor Perini’s expansive view of the priority rights conferred by 11 U.S.C. Section 365(b)(1)(A) is inconsistent with applicable principles of Bankruptcy Code interpretation, and its third-party beneficiary argument is inconsistent with controlling principles of New York contract law. View "In re: George Washington Bridge" on Justia Law

This appeal grew out of overpayments that lessee, Safeway Stores 46, Inc., made to its lessor, WY Plaza, L.C. The lease allowed Safeway to deduct construction costs from the payments to WY Plaza. But Safeway neglected to make these deductions for twelve years before demanding repayment. WY Plaza rejected the demand based on Safeway’s delay. Safeway responded by paying under protest and suing for restitution and a declaratory judgment. Both parties sought summary judgment. In its own motion, WY Plaza denied the availability of restitution because the parties’ obligations had been set out in a written contract. The district court agreed with WY Plaza. But the court went further, deciding sua sponte that Safeway’s delay prevented recovery under the doctrine of laches. So the court granted summary judgment to WY Plaza and denied Safeway’s motion. The Tenth Circuit disagreed as to both trial court rulings. Despite the lack of any laches argument in its motion, the district court relied on laches to grant summary judgment to WY Plaza on the claim for declaratory relief. The Tenth Circuit concluded the district court erroneously failed to notify Safeway before granting summary judgment to WY Plaza based on laches. Furthermore, the Tenth Circuit found that in granting WY Plaza’s motion for summary judgment, the district court relied on arguments that WY Plaza hadn’t raised. The district court also erroneously granted summary judgment to WY Plaza on the restitution claim: "The unilateral nature of Safeway’s mistake doesn’t prevent restitution." The Tenth Circuit held Safeway was entitled to summary judgment because WY Plaza failed to create a triable fact-issue, and Safeway was entitled to summary judgment on its claims for a declaratory judgment and restitution. View "Safeway Stores v. WY Plaza" on Justia Law

The Supreme Court affirmed the decision of the district court affirming, with minor modifications, the judgment of the county court finding for Plaintiff on his first cause of action but against him on his second and third causes of action, holding that there was no error.Plaintiff, an attorney, sued his former clients alleging breach of contract per an hourly fee agreement, breach of contract per a contingency fee agreement, and fraudulent misrepresentation. The county court found for Plaintiff on his first cause of action but for Defendants on the remaining causes of action. The district court primarily affirmed. The Supreme Court affirmed, holding that Plaintiff was not entitled to relief on any of his allegations of error. View "Brauer v. Hartmann" on Justia Law

In 2013, New Balance entered into a Distribution Agreement with PSG to distribute its products in Peru. The Agreement contained an arbitration clause, which New Balance invoked in 2018. Also joined as respondents in this arbitration were Ribadeneira, PSG’s controlling owner, and Superdeporte, another business entity owned by Ribadeneira in Peru. The arbitrator issued two awards, which imposed liability on PSG and Superdeporte for breach of the Distribution Agreement, and on PSG, Superdeporte, and Ribadeneira for tortious interference. The arbitrator rejected three counterclaims brought against New Balance. Finding that the arbitrator had improperly exercised jurisdiction over nonsignatories Ribadeneira and Superdeporte, the district court vacated the awards.The First Circuit reversed. Theories of assumption and equitable estoppel apply to support arbitral jurisdiction over Ribadeneira and Superdeporte. Superdeporte was PSG's successor-in-interest and assumed PSG's obligation to arbitrate under the Distribution Agreement. Ribadeneira is estopped from denying that the Agreement's arbitration clause is enforceable, just as he is estopped from asserting his nonsignatory status to avoid the obligation to arbitrate under that clause. The tortious interference claims were "related to or arising out of" the Agreement. View "Ribadeneira v. New Balance Athletics, Inc." on Justia Law

The Supreme Court reversed the judgment of the district court dismissing the complaint brought by Lustre Oil Company LLC and Erehwon Oil & Gas, LLC (collectively, Lustre Oil) for lack of subject matter jurisdiction, holding that the district court did not properly weigh the relevant jurisdictional factors.Lustre Oil filed an action against A&S Mineral Development Company, LLC seeking to quiet title and to invalidate A&S's interests in forty-one of the fifty-seven oil and gases leases operated by A&S within the Fort Beck Indian Reservation, home to the Assiniboine and Sioux Tribes. The district court dismissed the action for lack of jurisdiction, concluding that A&S was an arm of the Tribes entitling it to immunity. The Supreme Court reversed, holding (1) the district court did not err in concluding that A&S's incorporation under Delaware law did not favor immunity and in thus refusing to deny A&S tribal sovereign immunity based on state incorporation alone; and (2) consideration of the White factors weighed against the extension of sovereign immunity to A&S as an arm of the Tribes for the purpose of Lustre Oil's claims in this case. View "Lustre Oil Co. v. Anadarko Minerals, Inc." on Justia Law

The Supreme Court affirmed in part and reversed in part an order of the court of appeals in this jurisdictional dispute, holding that the Corporate Defendants intentionally reached out to North Carolina to conduct business activities in the state, and the claims at issue in this case arose from or were related to those activities.After Plaintiff was officially terminated from his employment he brought an action against Individual and Corporate Defendants alleging, inter alia, fraud, misrepresentation, and breach of contract. Defendants moved to dismiss the action. The trial court denied the motions. The court of appeals reversed, holding that the Corporate Defendants' activities alone were not sufficient to establish specific jurisdiction and that Plaintiff's claims did not arise out of, or even relate to, the alleged contacts between Defendants and North Carolina. The Supreme Court reversed the court of appeals' decision as to Corporate Defendants, affirmed with respect to Individual Defendants, and remanded, holding that the trial court may exercise personal jurisdiction over Corporate Defendants pursuant to the Due Process Clause. View "Schaeffer v. SingleCare Holdings, LLC" on Justia Law

The Morningstars contracted to purchase a residential property from the Robisons, who intended to buy a nearby vacant lot and build a new house. When the lot they wished to buy was purchased by someone else, the Robisons failed to comply with the terms of the contract with the Morningstars. The Morningstars sought specific performance and monetary damages. The district court found the Robisons breached the contract, but denied the request for specific performance and awarded monetary damages.The Wyoming Supreme Court reversed. The district court erred in placing the burden on the Morningstars to prove monetary damages were an inadequate or impractical remedy and abused its discretion when it found specific performance was not an appropriate remedy. After finding only one of the special equities factors weighed in favor of the Robisons, the court essentially rewrote the contract to allow the Robisons to cancel because their preferred lot was unavailable. The Robisons admit they “had no legal recourse to cancel.” On remand, when determining if any monetary damages should be awarded in addition to specific performance, the court’s “guiding principle” should be to relate the contract back to August 2021, and place the Morningstars in as nearly the same position as they would have been in if the Robisons had not breached the contract. View "Morningstar v. Robison" on Justia Law