Justia Contracts Opinion Summaries

Plaintiff filed suit against defendant, former president of Milestone Systems, for refusing to pay plaintiff his pro-rata share of "Post-Closing Amounts" paid by Kudelski pursuant to its April 2016 cash purchase of Milestone's outstanding stock.The Eighth Circuit affirmed the district court's grant of summary judgment to defendant. Interpreting the plain language of the agreements at issue, the court concluded that no reasonable factfinder could find that plaintiff was terminated by Kudelski without cause. In this case, the district court correctly concluded, as a matter of law, that plaintiff's failure to meet the requirements of Section 3 of the Post-Closing Amount was a material breach of an unambiguous term of the contract. Therefore, plaintiff was ineligible for payment. View "Hampton v. Kohler" on Justia Law

The Supreme Judicial Court vacated the judgment of the superior court dismissing for failure to state a claim Corinth Pellets, LLC's complaint alleging that a fire loss at Corinth's wood pellet mill was covered under a commercial property insurance policy issued by Arch, holding that the superior court erred in its interpretation of Maine's surplus lines insurance law, Me. Rev. Stat. 24-A, 2009-A.On appeal, Corinth argued that the fire loss was covered under the policy, despite having occurred after the policy term had expired, because Arch failed notify Corinth of its intention not to renew the policy as required by section 2009-A, and therefore, the policy was automatically renewed at the end of the term. The Supreme Judicial Court vacated the judgment, holding that section 2009-A(1) requires a surplus lines insurer to give written notice of its intent either to cancel a policy or not to renew a policy at least fourteen days before the effective date of cancellation or nonrenewal. View "Corinth Pellets, LLC v. Arch Specialty Insurance Co." on Justia Law

In 2013, a refinery unit (“Unit”) at the Sinclair Wyoming Refinery Co. (“Sinclair”) in Sinclair, Wyoming caught fire and exploded because its “FV-241” control valve fractured and released flammable hydrogen gas. A high temperature hydrogen attack (“HTHA”) weakened the valve and caused the fracture. FV-241 was made from carbon steel, which was more susceptible to HTHA than stainless steel. Sinclair had purchased the Unit in 2004. Sinclair moved the Unit from California to Wyoming and converted it from its previous use to a hydrotreater, a refinery unit that introduced hydrogen to remove impurities from the product stream. Sinclair contracted the design, engineering, and construction work to other companies. During the moving and conversion process, FV-241 was remanufactured and installed on the Unit. Sinclair brought a diversity action against seven companies involved in dismantling the Unit, converting it to a hydrotreater, rebuilding it in Wyoming, and remanufacturing and installing FV-241. Sinclair alleged various contract and tort claims. The district court granted several motions to dismiss and motions for summary judgment that eliminated all of Sinclair’s claims. The court also entered summary judgment in favor of certain Defendants’ indemnity counterclaim. Although its analysis diverged from the district court's judgment in some respects, the Tenth Circuit affirmed orders dismissing or granting summary judgment on all of Sinclair's claims, and granting summary judgment on the indemnity counter claim. View "Sinclair Wyoming Refining v. A & B Builders" on Justia Law

Reliance Standard Life Insurance (“Reliance”) appealed district court’s orders: (1) concluding that Reliance wrongly denied David Carlile’s claim for long-term disability benefits; (2) refusing to remand the case and instead ordering an award of benefits; (3) awarding attorney fees and costs to Carlile; and (4) denying Reliance’s motion to amend or alter judgment. After reviewing the policy at issue here, the Tenth Circuit determined the relevant policy language was ambiguous and therefore construed it in Carlile’s favor, and in favor of coverage. Furthermore, the Court concluded the district court did not err in refusing to remand the case back to Reliance or in awarding attorney fees and costs to Carlile. View "Carlile v. Reliance Standard Life Ins." on Justia Law

The Supreme Court reversed the conclusion of the trial court that Plaintiff, E. I. du Pont de Nemours & Co., had not strictly complied with the notice provisions of an asset purchase agreement (APA) and the court's judgment in favor of Defendant, Chemtura Corporation, holding that the trial court improperly required strict compliance with the APA's notice provisions.On appeal, Plaintiff argued that the trial court incorrectly concluded that New York law requires strict compliance with a notice provision in a commercial contract. Specifically, Plaintiff asserted that New York law distinguishes between public contracts and private commercial contracts and does not require strict compliance in commercial contracts if the contracting party receives actual notice and suffers from prejudice. The Court of Appeals agreed, holding that the trial court erred in requiring strict compliance with the APA's notice provision and in failing to make any other factual findings regarding Plaintiff's breach of contract claims. View "E. I. du Pont de Nemours & Co. v. Chemtura Corp." on Justia Law

Homeowners Colin Masseau and Emily MacKenzie appealed a trial court’s order confirming an arbitrator’s dismissal of their claims against defendants Guy Henning and Brickkicker/GDM Home Services, LLC. Specifically, homeowners challenged the trial court’s referral of the case to arbitration on the ground that the purported arbitration agreement lacked the notice and acknowledgment provisions required under the Vermont Arbitration Act (VAA), and they urged the Vermont Supreme Court to vacate the arbitrator’s award because the arbitrator exceeded his authority by manifestly disregarding the law. The Supreme Court concluded the parties’ contract affected interstate commerce, and that the arbitration agreement was therefore governed by the Federal Arbitration Act (FAA) and is not subject to the more exacting notice and acknowledgment requirement of the VAA. The Court declined to find the arbitrator's analysis rose to the level of "manifest disregard." View "Masseau v. Luck" on Justia Law

In these four appeals turning on the timeliness of a mortgage foreclosure claim and involving the intersection of contracts affecting real property ownership and the application of the statute of limitations, the Court of Appeals held that the Appellate Division order in each case must be reversed.In two cases, the issue was when the maturity of the debt was accelerated, commencing the six-year statute of limitations period. The remaining issues in the other cases turned on whether the noteholder's voluntary discontinuance of a prior foreclosure action revoked acceleration of the debt, thus reinstating the borrower's right under contract to repay the loan in installments. The Court of Appeals held (1) in the first case, the default letter in question did not accelerate the debt; (2) in the second case, two complaints in prior discontinued foreclosure actions that failed to reference the pertinent loan were not sufficient to constitute a valid acceleration; and (3) as to the remaining issues, where the maturity of the debt has been validly accelerated by commencement of a foreclosure action, the noteholder's voluntary withdrawal of that action revokes the election to accelerate. View "Freedom Mortgage Corp. v. Engel" on Justia Law

In this contract dispute under Massachusetts law between Dahua Technology USA Inc. and Feng Zhang, Dahua's former employee, the First Circuit vacated the district court's grant of summary judgment in favor of Dahua, holding that there were material facts in dispute.Dahua filed a complaint against Zhang seeking a declaratory judgment that a 2017 agreement between the parties was unenforceable and asked the court to reform it due to mutual mistake. Dahua further sought damages for breaching the parties' contact's implied covenant of good faith and fair dealing. Zhang filed a counterclaim alleging that Dahua breached a second 2017 contract. The district court granted summary judgment in favor of Dahua and denied Zhang's motion for summary judgment. The First Circuit vacated the summary judgment, holding that there were at least there triable issues of fact on the record precluding summary judgment. View "Dahua Technology USA, Inc. v. Zhang" on Justia Law

The Supreme Court answered a question certified by the United States Court of Appeals for the Ninth Circuit by holding that, under a policy without a contractual duty to defend, the objective reasonableness of an insurer's decision to withhold consent is assessed from the perspective of the insurer, not the insured.National Union Fire Insurance Company of Pittsburgh, PA, which insured Apollo Education Group, Inc.'s directors and officers for liability up to $15 million under a policy that included no duty to defend the insured if sued. A class action suit against Apollo resulted in an agreement to settle. Apollo refused to consent to the settlement but entered into the agreement. Apollo then sued National Union to recover the settlement amount, alleging breach of contract and bad faith. The district court granted summary judgment to National Union. On appeal, the Ninth Circuit certified the question to this Court. The Supreme Court held that an insurer must, in deciding whether to consent to a settlement, give the matter full and fair consideration, but need not approve a settlement simply because the insured believes it is reasonable. View "Apollo Education Group, Inc. v. National Union Fire Insurance Co." on Justia Law

In 1999, Gary and Mary Gregg sought the expertise of Robert Kovalchik, a financial advisor and insurance salesperson for Ameriprise Financial, Inc. Engaging in what the trial court concluded was deceptive sales practices, Kovalchik made material misrepresentations to the Greggs to induce them to buy certain insurance policies. The Greggs ultimately sued Ameriprise Financial, Inc., Ameriprise Financial Services, Inc., Riversource Life Ins. Co., and Kovalchik (collectively, Ameriprise) under Pennsylvania’s Unfair Trade Practices and Consumer Protection Law (“CPL”). The Greggs’ complaint also asserted, inter alia, common law claims for negligent misrepresentation and fraudulent misrepresentation. The case proceeded to a jury trial on the common law claims, resulting in a defense verdict. The CPL claim proceeded to a bench trial. After the trial court ruled in favor of the Greggs on that CPL claim, Ameriprise filed a motion for post-trial relief arguing (among other points) that the Greggs failed to establish that Kovalchik’s misrepresentations were, at the very least, negligent, a finding that Ameriprise asserted was required to establish deceptive conduct under the CPL. The trial court denied relief, and the Superior Court affirmed. Like the trial court, the Superior Court concluded that the Greggs were not required to prevail on the common law claims of fraudulent misrepresentation or negligent misrepresentation in order to succeed on their CPL claim. The issue this case presented for the Pennsylvania Supreme Court's review centered on whether, as the Superior Court held, a strict liability standard applied to the Greggs’ CPL claim. The Court determined the relevant statutory provision lead it to conclude deceptive conduct under the CPL was not dependent in any respect upon proof of the actor’s state of mind. "The Superior Court’s holding is consistent not only with the plain language of the CPL, but also with our precedent holding that the CPL is a remedial statute that should be construed broadly in order to comport with the legislative will to eradicate unscrupulous business practices." View "Gregg v. Ameriprise Financial, et al." on Justia Law