Justia Contracts Opinion Summaries

In 2018, Marriott announced a data breach affecting the guest reservation database of Starwood Hotels & Resorts Worldwide, which Marriott had acquired in 2016. The breach exposed personal information of approximately 133.7 million guests, including some payment card information. Plaintiffs filed class action lawsuits against Marriott and Accenture, a third-party IT service provider for Starwood and Marriott during the breach. The cases were consolidated for pretrial proceedings in the District of Maryland.The district court initially certified multiple state-specific damages classes against Marriott and issue classes against both Marriott and Accenture. However, the court did not address the effect of a class-action waiver in the Starwood Preferred Guest Program (SPG) contract, which Marriott argued precluded class certification. The Fourth Circuit vacated the class certification, instructing the district court to consider the class-action waiver's impact.On remand, the district court again certified the classes, holding that Marriott had waived its right to enforce the class-action waiver by participating in multidistrict litigation (MDL) and by agreeing to pretrial proceedings in Maryland, contrary to the SPG contract's venue and choice-of-law provisions. The court also suggested that the class-action waiver might be unenforceable under Rule 23 of the Federal Rules of Civil Procedure.The United States Court of Appeals for the Fourth Circuit reviewed the case and reversed the district court's decision. The Fourth Circuit held that Marriott did not waive its right to enforce the class-action waiver and that the waiver was valid and enforceable. The court found that the waiver applied to the plaintiffs' claims, including consumer protection and negligence claims, as they were related to the SPG Program. Consequently, the court reversed the certification of all classes against Marriott and the issue classes against Accenture, as the latter were justified only in combination with the Marriott damages classes. View "Maldini v. Marriott International, Incorporated" on Justia Law

Cashman Equipment Corporation, Inc. (Cashman) was contracted by Cardi Corporation, Inc. (Cardi) to construct marine cofferdams for the Sakonnet River Bridge project. Cashman then subcontracted Specialty Diving Services, Inc. (SDS) to perform underwater aspects of the cofferdam installation. Cardi identified deficiencies in the cofferdams and sought to hold Cashman responsible. Cashman believed it had fulfilled its contractual obligations and sued Cardi for breach of contract, unjust enrichment, and quantum meruit. Cardi counterclaimed, alleging deficiencies in Cashman's construction. Cashman later added SDS as a defendant, claiming breach of contract and seeking indemnity and contribution.The Superior Court denied SDS's motion for summary judgment, finding genuine disputes of material fact. The case proceeded to a jury-waived trial, after which SDS moved for judgment as a matter of law. The trial justice granted SDS's motion, finding Cashman failed to establish that SDS breached any obligations. SDS then moved for attorneys' fees, which the trial justice granted, finding Cashman's claims were unsupported by evidence and lacked justiciable issues of fact or law. The trial justice ordered mediation over attorneys' fees, resulting in a stipulated amount of $224,671.14, excluding prejudgment interest.The Rhode Island Supreme Court reviewed the case and affirmed the Superior Court's amended judgment. The Supreme Court held that the trial justice did not err in granting judgment as a matter of law, as Cashman failed to provide specific evidence of justiciable issues of fact. The Court also upheld the award of attorneys' fees, finding no abuse of discretion. Additionally, the Court determined that the attorneys' fees were not barred by the Bankruptcy Code, as they arose post-confirmation and were not contingent claims. View "Cashman Equipment Corporation, Inc. v. Cardi Corporation, Inc." on Justia Law

Karen Orr tripped on a soft drink display at a Dollar General store in Ackerman, Mississippi, and subsequently fell. After Orr's death, Sandie Keister, on behalf of Orr's estate, sued Dolgencorp for premises-liability negligence, negligent infliction of emotional distress, and breach of contract. During discovery, Dolgencorp failed to produce security camera footage, data from the store’s daily planner, and safety-check data. The district court found that Dolgencorp lost or could not access this evidence. Both parties filed motions for summary judgment, and Keister also filed a motion for sanctions for spoliation of evidence.The United States District Court for the Northern District of Mississippi granted summary judgment for Dolgencorp on all claims and denied Keister’s motions for summary judgment and sanctions. Keister appealed, arguing that the district court erred in granting summary judgment for Dolgencorp on her premises liability claim and in denying her motion for sanctions.The United States Court of Appeals for the Fifth Circuit reviewed the district court’s grant of summary judgment de novo and affirmed the decision. The court held that Keister failed to provide evidence that Dolgencorp breached its duty to warn Orr of the dangerous condition. Keister's arguments, including the mode-of-operation theory and the duration of the dangerous condition, were insufficient to establish Dolgencorp's liability. The court also affirmed the denial of Keister’s motion for sanctions, finding no evidence that Dolgencorp intended to deprive her of the missing evidence and noting that the request for a jury instruction became moot after summary judgment was granted.The judgment of the district court was affirmed. View "Keister v. Dolgencorp" on Justia Law

In September 2019, Sweet Additions Ingredient Processors, LLC (Sweet Additions) and Meelunie America, Inc. (Meelunie) entered into a fixed-price sales contract for the supply of organic tapioca starch for the 2020 calendar year. Due to the COVID-19 pandemic, Meelunie faced supply chain disruptions and failed to deliver the full quantity of tapioca starch. Meelunie suggested that Sweet Additions cover higher shipping costs, which Sweet Additions declined. Sweet Additions then contracted with another supplier and declared Meelunie in breach of contract.The United States District Court for the Southern District of Florida held a bench trial and ruled in favor of Meelunie, awarding it $1,409,490.61 for unpaid invoices and interest. The district court found that the contract incorporated Meelunie’s terms and conditions, which included a limitation of liability clause. This clause, according to the district court, barred Sweet Additions from recovering damages for cover costs and lost profits.The United States Court of Appeals for the Eleventh Circuit reviewed the case. The court concluded that the sales contract did incorporate Meelunie’s terms and conditions. However, the court held that the limitation of liability clause did not preclude Sweet Additions from recovering direct damages, such as cover costs and lost profits, if they were not special consequential, incidental, or exemplary damages. The Eleventh Circuit vacated the district court’s judgment and remanded the case for further proceedings consistent with its opinion. View "Sweet Additions Ingredient Processors, LLC v. Meelunie America, Inc." on Justia Law

Brett Jens resigned from his position at Wilbur-Ellis Company, LLC, and subsequently joined a competitor, J.R. Simplot Company. Wilbur-Ellis filed a lawsuit against Jens and Simplot, seeking a preliminary injunction to enforce restrictive covenants in Jens’s employment agreement and to prevent Simplot’s alleged tortious interference with the agreement. The district court denied the motion for a preliminary injunction, concluding that the restrictive covenants were no longer enforceable.The United States District Court for the District of South Dakota reviewed the case and determined that Wilbur-Ellis was unlikely to succeed on the merits of its breach of contract claim against Jens. The court found that the restrictive covenants in Jens’s employment agreement did not survive past the agreement’s expiration date of February 28, 2010. Wilbur-Ellis appealed the denial of the preliminary injunction, arguing that the restrictive covenants were intended to begin when Jens’s employment ended. Simplot cross-appealed, contending that Wilbur-Ellis could not enforce the restrictive covenants because the employer in the agreement was Wilbur-Ellis Air, LLC, not Wilbur-Ellis Company, LLC.The United States Court of Appeals for the Eighth Circuit reviewed the district court’s decision for abuse of discretion. The appellate court affirmed the district court’s denial of the preliminary injunction, agreeing that the restrictive covenants did not survive the expiration of the employment agreement. The court emphasized that the agreement did not contain a survival clause or any language indicating that the restrictive covenants were intended to extend beyond the termination of the agreement. Consequently, the court concluded that Wilbur-Ellis was unlikely to succeed on the merits, which is the most significant factor in determining whether to issue a preliminary injunction. View "Wilbur-Ellis Company LLC v. Jens" on Justia Law

Under Wild Skies, Inc. (UWS) owned a television show called Under Wild Skies, which was sponsored by the National Rifle Association (NRA). In January 2018, UWS and the NRA entered into agreements for the production and sponsorship of the show, effective through 2025. The NRA was required to make quarterly payments. In July 2019, the NRA requested information about the show as part of an internal review. UWS initially resisted but eventually provided the information. The NRA did not respond and failed to make the September 1, 2019 payment. UWS then sued the NRA for breach of contract and anticipatory breach.The trial court rejected UWS's proposed Jury Instruction 21 on the doctrine of adequate assurance, stating it would cause the court to comment on the evidence. The jury found in favor of UWS on the breach of contract claims but in favor of the NRA on the anticipatory breach claims. UWS's motion to set aside the verdict was denied. The Court of Appeals affirmed the trial court's decision, concluding that the doctrine of adequate assurance is not recognized in Virginia law.The Supreme Court of Virginia reviewed the case and affirmed the Court of Appeals' decision. The court held that the doctrine of adequate assurance, as outlined in the Restatement (Second) of Contracts § 251, is not part of Virginia's common law. The court emphasized that the doctrine is a modern innovation and has not been adopted by Virginia appellate courts or the General Assembly, except in limited circumstances. Consequently, the trial court did not err in refusing Jury Instruction 21, as it was not an accurate statement of Virginia law. The judgment of the Court of Appeals was affirmed. View "Under Wild Skies v. NRA" on Justia Law

A contractor, Flintco, LLC, entered into a subcontract with Total Installation Management Specialists, Inc. (Total) for flooring work on a construction project at Oklahoma State University. Total was required to secure a performance bond from Oklahoma Surety Company (OSC). Flintco later supplemented Total's workforce due to delays and performance issues but did not notify OSC until five weeks after taking over the work.The Tulsa County District Court ruled in favor of Flintco, awarding damages against Total and OSC. OSC appealed, arguing that Flintco failed to meet the performance bond's conditions requiring a declaration of default and reasonable notice before assuming control of the work. The Court of Civil Appeals reversed the district court's judgment, finding that the notice requirement was a mandatory condition precedent, and Flintco's failure to provide timely notice relieved OSC of liability.The Supreme Court of the State of Oklahoma reviewed the case and agreed with the Court of Civil Appeals. The court held that the performance bond's notice requirement constituted a mandatory condition precedent. Flintco's failure to provide timely notice to OSC so it could exercise its performance options under the bond relieved OSC from liability. The court vacated the Court of Civil Appeals' opinion, reversed the district court's judgment, and remanded the case with instructions to enter judgment consistent with this decision. The trial court's judgments against Total were not affected by this decision. View "Flintco, LLC v Total Installation Management Specialists, Inc." on Justia Law

The case involves Billings County and its commissioners, who appealed a district court's decision to grant a preliminary injunction preventing them from entering the property of Sandra Short, David Short, Donald Short, and Sarah Sarbacker. The dispute centers on the County's attempt to use eminent domain to construct a bridge over the Little Missouri River, known as the Little Missouri River Crossing (LMRC). The Shorts had previously settled a lawsuit with the County in 2021, where the County agreed not to pursue eminent domain for the LMRC project. Despite this, a newly elected Board of Commissioners decided to proceed with the project in 2023, leading the Shorts to file a new lawsuit.The United States District Court for the District of North Dakota granted a preliminary injunction in favor of the Shorts, finding that they were likely to succeed on their breach-of-contract claim based on the Settlement Agreement. The court refrained from deciding on the validity of the Settlement Agreement, leaving that issue for the state court to address. The district court also stayed its proceedings, pending the outcome of the state court case, and denied the County's motion to dismiss without prejudice.The United States Court of Appeals for the Eighth Circuit reviewed the case and vacated the preliminary injunction. The appellate court held that the County could not lawfully contract away its power of eminent domain, as it is an essential attribute of sovereignty. The court concluded that the Settlement Agreement was contrary to law and that the Shorts were not likely to succeed on their breach-of-contract claim. The case was remanded for further proceedings consistent with this opinion. View "Short v. Billings County" on Justia Law

Rick Holloway and John Hoskin entered into a Commercial Sales Agreement to purchase the UXU Resort Ranch from Hidden Creek Outfitters, LLC. The sale included a special use permit from the U.S.D.A. Forest Service, which required a bridge inspection and load test before transfer. Due to the inspection's delay, the parties postponed closing and placed $200,000 in escrow for bridge-related expenses. After inspections, Park County Title released the escrow funds to Hidden Creek without H&H's consent, despite unresolved bridge issues.The District Court of Park County found that Hidden Creek and H&H each breached the implied covenant of good faith and fair dealing, and Park County Title breached the escrow agreement by releasing funds without H&H's approval. However, the court determined H&H failed to prove actual damages with sufficient certainty, awarding only nominal damages. The court also denied attorney’s fees to all parties.The Supreme Court of Wyoming reviewed the case and affirmed the district court's findings. The court held that H&H did not prove actual damages because the inspections did not conclusively identify necessary or required repairs. The court also upheld the denial of attorney’s fees, finding no abuse of discretion, as both parties bore some fault in the litigation. The Supreme Court denied any attorney’s fees associated with the appeal. View "Holloway v. Hidden Creek Outfitters, LLC" on Justia Law

Docs of CT and Biotek Services entered into arbitration over a contract dispute in April 2018. The arbitrator found Docs of CT in default regarding liability, and a hearing was scheduled to determine damages. Docs of CT failed to provide required discovery, leading the arbitrator to prohibit them from presenting evidence at the damages hearing. Docs of CT's counsel withdrew, and no new counsel appeared. The arbitrator communicated directly with Docs of CT's representative, Dr. Sidana, who was not allowed to present evidence at the hearing. The arbitrator awarded Biotek over $1.7 million in damages and fees.Docs of CT moved to vacate the arbitration award in superior court, citing arbitrator partiality and misconduct, supported by emails between the arbitrator and Biotek's attorneys. The trial court denied the motion, finding no demonstrated misconduct or partiality. The Court of Appeals affirmed, noting that while the ex parte emails were improper, Docs of CT failed to show resulting prejudice.The Supreme Court of Georgia reviewed the case to determine the standard for assessing prejudice due to ex parte communications in arbitration. The court held that to vacate an arbitral award under OCGA § 9-9-13 (b), the party must show that the conduct in question affected or influenced the arbitration's outcome. Docs of CT did not demonstrate how the ex parte communications prejudiced the outcome, failing to provide evidence or arguments that the arbitrator's decisions would have been different without the ex parte communications. Consequently, the Supreme Court of Georgia affirmed the Court of Appeals' decision, upholding the arbitration award. View "DOCS OF CT, LLC v. BIOTEK SERVICES, LLC" on Justia Law