Justia Contracts Opinion Summaries

Dmarcian, Inc. (dInc) and dmarcian Europe BV (dBV)—and a broken business relationship. The original dmarcian, dInc, is a Delaware corporation with headquarters in North Carolina. Its corporate homonym, dBV, is a Dutch entity based in the Netherlands. The two companies negotiated an agreement authorizing dBV to sell dInc’s software in Europe and Africa. The license was done on a handshake, and the parties now dispute its terms. Among other allegations, dInc accuses dBV of directly competing for customers, which prompted dInc to bring claims of copyright and trademark infringement, misappropriation of trade secrets, and tortious interference. The district court exercised personal jurisdiction over dBV and declined to dismiss for forum non conveniens. The district court also issued a preliminary injunction limiting dBV’s use of dInc’s intellectual property. The district court later held dBV in contempt for violating the injunction, and dBV appealed.   The Fourth Circuit affirmed except as to one aspect of the contempt order, which the court vacated and remanded for further proceedings as to the proper amount of sanctions. The court explained that the district court did not err in exercising personal jurisdiction, in declining to dismiss for forum non conveniens, and in issuing a preliminary injunction. Further, the court held that the district court was also justified in issuing a contempt sanction; but the court  requires a more thorough examination of the sanction amount. While the preliminary injunction may not be the final word on the merits, its entry was also not an abuse of discretion considering the weighty interests and detailed findings discussed at length above. View "Dmarcian, Inc. v. Dmarcian Europe BV" on Justia Law

Treasure Valley Home Solutions, LLC, (“TVHS”) filed a complaint against Richard Chason alleging breach of contract and requesting specific performance of a real estate purchase contract after Chason refused to move forward with the transaction. Chason moved for summary judgment, arguing the Agreement lacked definite terms and was therefore unenforceable. The district court granted Chason’s motion for summary judgment after concluding the Agreement was a mere “agreement to agree.” The district court also awarded Chason attorney fees. TVHS appealed both orders. The Idaho Supreme Court concluded after review that the district court did not err when it granted Chason’s motion for summary judgment because a valid contract was never formed between the parties. However, the district court erred when it awarded Chason attorney fees pursuant to Idaho Code section 12-120(3) because the evidence did not establish that a commercial transaction was the gravamen of the claim between TVHS and Chason. Neither party was awarded attorney fees or costs on appeal. View "Treasure Valley Home Solutions, LLC v. Chason" on Justia Law

The Court of Appeals reversed the judgment of the appellate division affirming the judgment of Supreme Court granting Defendant's motion to dismiss this breach of contract action for lack of personal jurisdiction, holding that jurisdiction was proper under New York's long-arm statute, N.Y. C.P.L.R. 302(a)(1).Defendant, a Delaware corporation headquartered in Michigan, designed and manufactured unmanned aerial vehicles (UAV). Defendant sold two UAVs to the State University of New York at Stony Brook for delivery in Madagascar. The State commenced this action on behalf of the university following a dispute regarding the operability of the UAVs, alleging breach of contract and other claims. Supreme Court granted the motion, and the appellate division affirmed. The Court of Appeals reversed, holding that there was personal jurisdiction over Defendant pursuant to the "transacts any business" clause of New York's long-arm statute. View "State v. Vayu, Inc." on Justia Law

Before the parties arrived at the 2016 labor agreement at issue, the Company’s benefit plan offered bargaining-unit employees a tax-advantaged defined contribution plan under Internal Revenue Code Section 401(k)—a “401(k)” for short. When the Company upgraded its retirement-benefit offering in 2018, the Union brought the unfair labor practice charge at issue here. The Union claimed that the Company unilaterally modified the parties’ collective bargaining agreement by “implementing a 401(k) contribution matching structure other than that specifically negotiated and memorialized in the CBA [Collective Bargaining Agreement].” The parties dispute which of the two documents—with different 401(k) terms—reflects their final and binding agreement   The Company asserted, and the National Labor Relations Board (the Board) determined that the binding agreement is September 16, 2016, Memorandum of Agreement, as a hand signed by Company and Union bargaining representatives. The Union asserts that a different contract document, as typed up and circulated to the parties almost a year later, is the one that binds. 
The DC Circuit denied the Union’s petition for review. The court held that here the parol evidence of the parties' bargaining history allowed the Board to identify the Memorandum of Agreement as the final product of the parties’ negotiations and to conclude that the 401(k) term in the 2017 revised version of the Collective Bargaining Agreement contained an unenforceable unilateral mistake. View "District 4, Communications Workers of America (CWA), AFL-CIO v. NLRB" on Justia Law

The case presents an apparently unresolved question in the Second Circuit: whether a district court’s order granting a purportedly final judgment on a noteholder’s claims seeking (1) foreclosure on a mortgage, (2) foreclosure on a security interest in real property and (3) possession of said real property is an appealable final judgment – even though the order also refers the case to a magistrate judge to calculate the amount of the judgment of foreclosure and sale. The district court struck the Borrower’s and Guarantors’ affirmative defenses, granted the motion for summary judgment on the Foreclosure Claims, and granted the motion to sever the Guaranty Claim in an opinion and order dated December 2, 2021. On appeal, the Borrower contends that the district court improperly struck certain affirmative defenses prior to entering summary judgment for the Noteholder on the Foreclosure Claims.   The Second Circuit dismissed the appeal. The court concluded that such a judgment is not, in fact “final” within the meaning of 28 U.S.C. Section 1291 and that no other basis for appellate jurisdiction exist. The court explained that the district court did not certify its judgment as final and appealable under Federal Rule of Civil Procedure 54(b) in its December 2, 2021, Order and Judgment. And even if it did, the Court would have to “consider for itself whether the judgment satisfies the requirements of that rule.” View "RSS WFCM2018-C44 - NY LOD, LLC v. 1442 Lexington Operating DE LLC" on Justia Law

Several homeowners hired contractors to repair damage to their homes. The homeowners assigned to the contractors their rights under their insurance policies with State Farm & Casualty Co. State Farm refused to pay. The contractors sued. State Farm moved for summary judgment, arguing the assignments were invalid under Nebraska law. The district court granted the motion.   The Eighth Circuit affirmed. The court explained that the parties disagree on whether the terms are sufficient to create a valid assignment of rights. The court held that without a description of the services to be provided and a definite price, these terms are left “to be determined in the future,” and thus, there is no mutuality of obligation. Although the written language is insufficient to create an enforceable assignment, this conclusion, by itself, does not resolve this case. The contractors argued that their oral arrangements cure any deficiencies that may exist in the written agreements. The court concluded that it cannot conclude that the assignments here are invalid as a matter of law simply because the written “vital terms” were not as definite as they could have been. View "R.A.D. Services LLC v. State Farm Fire & Casualty Co." on Justia Law

The Supreme Court reversed the order of the district court entering summary judgment in favor of Avis Rent A Car System, Inc. and against Roynetta McDavid in this lawsuit alleging that McDavid breached the idemnification provision of the parties' rental agreement, holding that the district court erred in denying summary judgment to McDavid.In Nebraska, McDavid rented a car from Avis to take a trip with her family. When the traveling party reached Tennessee, McDavid's sister, despite an admonition to the contrary, drove the car and was involved in an accident with another vehicle. Three passengers in the other vehicle were injured in the collision and filed suit against McDavid's sister. Avis paid the injured parties $40,100, and when McDavid did not reimburse Avis, Avis brought suit, alleging that McDavid breached the rental agreement's indemnification provision. The district court granted summary judgment for Avis. The Supreme Court reversed, holding that Avis failed to demonstrate a right to indemnity under the rental agreement, and therefore, the district court erred in granting summary judgment to Avis. View "Avis Rent A Car System, Inc. v. McDavid" on Justia Law

Medical Protective Company (“MedPro”) issued Professional Liability policies to Dr. Bradley DeWall and Wound Management Consultants, P.C. (collectively, “WMC”). Coverage Paragraph A insured WMC against “claim[s] for damages . . . based on professional services rendered or which should have been rendered . . . by the insured . . . in the practice of the insured’s profession.” In this coverage action, the parties dispute whether Paragraph A covers a third party’s claim to recover Medicare reimbursements it had to repay because of deficiencies in WMC’s documentation of the professional services it provided. Applying Iowa law, the district court1 ruled, consistent with other courts that have considered the issue, that the third party’s “Medicare recoupment” claim is not “based upon professional services” and, therefore coverage is limited to the $50,000 of defense costs provided in the policies’ separate Medicare Endorsement. WMC appealed this summary judgment ruling, raising numerous issues.   The Eighth Circuit affirmed. The court concluded that MedPro had no duty to defend WMC from Genesis’s Medicare recoupment claim under the policies’ Paragraph A coverage. The court also agreed with the district court that there is no duty to defend the other claims Genesis asserted in its arbitration complaint because those claims are not “based upon professional services rendered . . . in the practice of [WMC’s] profession.” View "Bradley DeWall v. Medical Protective Company" on Justia Law

Homeowner Trefan Archibald hired an individual, Gina Dobson, to refinish his hardwood floors. Dobson worked as a longshoreman full-time but did some construction work on the side. Archibald selected her for the job based on a referral and her reputation of completing similar construction projects. Upon completion of the floors, Archibald was dissatisfied with the results and refused to pay the agreed-upon price. Dobson sued for breach of contract and, as part of the suit, claimed she was not a contractor and did not need to be registered. The issue this case presented for the Washington Supreme Court’s review was: (1) whether such an individual was a “contractor” under RCW 18.27.010(1)(a); and (2) whether nonregistration under RCW 18.27.080 was an affirmative defense that had to be timely pleaded or was otherwise waived. The Court of Appeals held that Dobson was a contractor within the meaning of the contractor registration statutes and that Archibald was not required to raise nonregistration as an affirmative defense. To this, the Supreme Court agreed, holding that Dobson was a contractor as defined by statute and that registration was a prerequisite to suit. Therefore, Dobson was precluded from bringing this lawsuit, and her breach of contract action was properly dismissed. View "Dobson v. Archibald" on Justia Law

Under the terms of a consulting agreement between GSE Consulting, Inc. (“GSE”) and Harris Corporation (“Harris”), GSE is entitled to a payment of up to four million dollars in the event that certain intellectual property owned by Harris is “sold, merged or transferred” but did not form “the primary basis of the sale.” GSE contends that the relevant intellectual property, held by a subsidiary of one of Harris’s subsidiaries, necessarily “merged” when Harris used a different subsidiary to effectuate a comprehensive reverse triangular merger with an outside company and thus triggered Harris’s payment obligation under the parties’ agreement. L3Harris, however, maintained that Harris’s participation in the reverse triangular merger did not cause the relevant intellectual property to “merge” and has accordingly refused to make the demanded payment. The district court agreed with L3Harris and dismissed GSE’s breach of contract claim on summary judgment.   The Eleventh Circuit affirmed. The court reasoned that the reverse triangular merger at issue did not “merge,” i.e., combine, the relevant intellectual property in any ordinary way. The Plan contains assurances regarding the validity, right to continued use, and maintenance of each party’s intellectual property. And, given its broad definitions of “Company Intellectual Property” and “Intellectual Property,” the Plan certainly reaches the intellectual property held by Eagle as subsidiary of one of Harris’s subsidiaries. The Plan neither blends, pools, nor otherwise combines the intellectual property held by Eagle with any other intellectual property. Therefore, the intellectual property discussed in the Consulting Agreement was not “merged” as a result of the reverse triangular merger. View "GSE Consulting, Inc. v. L3Harris Technologies, Inc." on Justia Law