Justia Contracts Opinion Summaries

The Supreme Court held that a provision in the Office of the State Public Defender's contract with private attorneys specifying that hourly compensation rates can unilaterally be changed by the State permits prospective changes in a contract attorney's compensation rate for existing cases.Appellants, private attorneys who contract with OPD to provide legal services for indigent clients, filed a class action complaint against the State, the Governor, and the Director of the Office of the State Public Defender (OPD) alleging that Defendants were liable for breach of contract or in violation of the Contract Clause stemming from the OPD's act of reducing rates for all contracted services and reducing pay for case-related travel. The district court granted the State's motion for summary judgment, ruling that the OPD did not breach its contract with Appellants because the contract specifically identified that the fee arrangement was subject to change by the Director. The Supreme Court affirmed, holding that summary judgment was properly granted for the State. View "Brooke v. State" on Justia Law

The Supreme Court made permanent its preliminary writ of prohibition prohibiting the circuit court from ordering certain defendants to be joined as necessary parties, holding that Mo. R. Civ. P. 52.04(a) did not mandate that the added defendants be joined.After deficiencies in the construction of an independent senior living facility (the Project) were discovered, Plaintiff brought contract and tort claims against the architect, the structural engineer, the construction company, the framer, and the supplier, alleging construction defects. The masonry company hired to perform brick masonry work was not included as a defendant. Certain defendants moved to add the masonry company, arguing that the company must be added pursuant to Rule 52.04. The circuit court ordered the masonry company be joined. Plaintiff filed a petition for a writ of prohibition seeking to direct the circuit court to dismiss and remove the masonry company. The court of appeals denied the petition. The Supreme Court granted the petition, holding that the masonry company was not a "necessary" defendant, and therefore, the circuit court did not have the authority to require joinder. View "State ex rel. Woodco, Inc. v. Honorable Jennifer Phillips" on Justia Law

The Supreme Judicial Court affirmed the order of the superior court granting summary judgment to Northeastern University on Plaintiff's negligence-related claims stemming from a nonconsensual encounter with a fellow student, holding that, under the circumstances, Northeastern had no duty to protect Plaintiff.In her complaint, Plaintiff alleged that Northeastern negligently failed to prevent and contributed to the occurrence of the sexual assault. Plaintiff further asserted tort, contract, and statutory claims alleging that Northeastern failed adequately to respond to the incident. The Supreme Judicial Court affirmed, holding (1) a special student-university relationship between Plaintiff and Northeastern existed, but Northeastern owed no duty to protect Plaintiff because Northeastern could not reasonably have foreseen that, absent some intervention on its part, Plaintiff would be subjected to a criminal act or other harm; and (2) there was no error in the motion judge's conclusions regarding Plaintiff's statutory or contract claims. View "Helfman v. Northeastern University" on Justia Law

The First Circuit vacated the judgment of the district court dismissing Plaintiff's complaint seeking to recoup assets purportedly gifted to a charitable institution for less than adequate consideration by Plaintiff's ex-husband, holding that the district court erred by dismissing Plaintiff's claims on the basis that she lacked standing.Janet and Robert Foisie entered into a divorce settlement agreement in which each party agreed to a mutually acceptable split of assets. When Janet discovered that Robert had fraudulent transferred several million dollars to the Worcester Polytechnic Institute (WPI), Janet brought a civil action against WPI asserting claims of actual and constructive fraudulent transfers under both the common law and Connecticut's version of the Uniform Fraudulent Transfer Act (UFTA). The district court dismissed the complaint. The First Circuit vacated the judgment, holding (1) Janet easily satisfied the three elements of Article III standing, and her claims were ripe; (2) a choice-of-law analysis would be better performed on a more fully developed factual record; (3) the district court erred by dismissing Janet's UFTA claims on the basis that she lacked standing as a creditor; (4) the dismissal of Janet's common law claims on preemption grounds cannot stand; and (5) Janet's UFTA and common law claims were adequately pleaded. View "Foisie v. Worcester Polytechnic Institute" on Justia Law

Teatotaller, LLC appealed a circuit court order dismissing its small claim complaint against the defendant Facebook, Inc. Teatotaller alleged that in June 2018, Facebook “deleted [Teatotaller’s] Instagram . . . account without notice.” Teatotaller further alleged that Facebook “sent two contradicting statements as to the reason for deletion and provided no appeal or contact to get more information.” Teatotaller alleged that Facebook “had a duty of care to protect [Teatotaller] from an algorithmic deletion as it hampers [Teatotaller’s] business” and that Teatotaller has “continue[d] to lose business and customers due to [Facebook’s] negligence.” In addition to seeking $9,999 in damages, Teatotaller sought restoration of its Instagram account. Facebook moved to dismiss, arguing Teatotaller's claims were barred under Section 230(C)(1) of the Communications Decency Act (CDA). Furthermore, Facebook argued Teatotaller's complaint failed to establish the New Hampshire trial court had personal jurisdiction over Facebook. Following a hearing, the trial court granted Facebook’s motion, determining that the Terms of Use gave the court personal jurisdiction over Facebook, but also precluded Teatotaller’s claims. The New Hampshire Supreme Court determined it was not clear on the face of Teatotaller’s complaint and objection whether prong two of the CDA immunity test was met, therefore the trial court erred by dismissing Teatotaller’s breach of contract claim on such grounds. The Court "simply cannot determine based upon the pleadings at this stage in the proceeding whether Facebook is immune from liability under section 230(c)(1) of the CDA on Teatotaller’s breach of contract claim." Though Teatotaller’s breach of contract claim could ultimately fail, either on the merits or under the CDA, the Supreme Court held that dismissal of the claim was not warranted at this time. View "Teatotaller, LLC v. Facebook, Inc." on Justia Law

Hess Bakken Investments II, LLC; Arkoma Drilling II, L.P.; and Comstock Oil & Gas, LP, (together the “Hess Group”) appealed an order and judgment dismissing their claims against AgriBank, FCB; Intervention Energy, LLC; and Riverbend Oil & Gas VI, L.L.C. (together, “Appellees”). At issue was the meaning of the term “actual drilling operations” as used in continuous drilling clauses in two oil and gas leases. The district court interpreted the term as requiring “placing the drill bit in the ground and penetrating the soil.” Each side has advanced competing readings of the term based on understandings of English grammar and industry usage. Although at odds, both interpretations are supported by rational arguments. The North Dakota Supreme Court concluded the term was ambiguous; "when ambiguity exists, the parties’ intent becomes a question of fact requiring a factual finding based on extrinsic evidence." Given this ambiguity, dismissal as a matter of law was improper. View "Hess Bakken Investments II, et al. v. AgriBank, et al." on Justia Law

The First Circuit reversed the district court's grant of summary judgment to TLS Management and Marketing Services, LLC (TLS) on its breach of contract claims against Ricky Rodriguez-Toledo, ASG Accounting Solutions Group, Inc. (ASG), and Global Outsourcing Services, LLC (GOS) and the court's finding that Rodriguez and ASG were liable for misappropriation of trade secrets, holding that TLS failed to prove its trade secret claims, and the nondisclosure agreements were unenforceable.Rodriguez was the founder of ASG, a company that, like TLS, offered services in tax planning. ASG signed a subcontractor agreement with TLS that included a nondisclosure provision. Rodriguez later began working for TLS and signed a nondisclosure agreement. After his departure from TLS Rodriguez provided tax services in competition with TLS through ASG and GOS. TLS alleged that Rodriguez and ASG misappropriated TLS's trade secrets and that Rodriguez, ASG, and GOS breached their nondisclosure agreements. The district court granted summary judgment to TLS on the breach of contract claims. After a non-jury trial on the trade secret claims, the district court found in favor of TLS. The First Circuit reversed, holding (1) TLS failed to satisfy its burden to prove the existence of trade secrets; and (2) the nondisclosure agreements were so broad as to be unenforceable. View "TLS Management & Marketing Services, LLC v. Rodriguez-Toledo" on Justia Law

In 2010, Appellant Chris Drakos loaned Respondent Garrett Sandow $200,000.00. A promissory note executed by Sandow on November 30, 2010, secured the loan. In 2018, after receiving no payments, Drakos filed a complaint seeking to collect on the Note. Sandow moved for summary judgment arguing that the statute of limitations barred the action. Drakos filed a cross-motion for summary judgment, arguing that the statute of limitations did not apply based on the Note’s clear language. The district court granted summary judgment to Sandow. Drakos moved the district court to reconsider, which the district court denied. Drakos timely appealed, arguing the district court erred in granting summary judgment for Sandow and in denying his motion for reconsideration. Finding no reversible error, the Idaho Supreme Court affirmed. View "Drakos v. Sandow" on Justia Law

The Supreme Court reversed the judgments of the Appellate Court determining that it was required to apply State v. Hossan-Maxwell, Inc., 436 A.2d 284 (Conn. 1980), to this case, holding that Hossan-Maxwell, Inc. is overruled.Plaintiffs and Defendants entered into agreements for the sale of property. Defendants included list-back provisions in their purchase and sale agreements for two parcels. Plaintiffs later filed suit alleging breach of contract and anticipatory breach. Defendants raised several defenses, arguing, as relevant to this appeal, that the list-back provisions in the parties' purchase and sale agreements were illegal tying arrangements. The trial court ruled for Defendants. The Appellate Court affirmed on the basis of the antitrust defense. The Supreme Court reversed, holding (1) the trial court should not have found the list-back agreements unenforceable without first engaging in a full market analysis, as a per se ban on list-back agreements, as applied in Hossan-Maxwell, Inc. is inconsistent with federal antitrust law as it has evolved over the decades; and (2) the trial court's judgments cannot be affirmed under the proper legal standard. View "Reserve Realty, LLC v. Windemere Reserve, LLC" on Justia Law

The First Circuit affirmed the district court's denial of Appellants' motion to compel arbitration in this putative class action, holding that the Federal Arbitration Act's (FAA) exemption for "contracts of employment of seamen, railroad employees, or any other class of workers engaged in foreign or interstate commerce" encompasses the contracts of transportation workers who transport goods or people within the flow of interstate commerce.Plaintiff was a delivery driver for Amazon.com, Inc. and its subsidiary, Amazon Logistics, Inc. (collectively, Amazon) who collected packages for delivery in Massachusetts and did not cross state lines during the course of his deliveries. Plaintiff filed this putative class action asserting misclassification of Amazon's drivers contracted with through its smartphone application as independent contractors and violations of Massachusetts labor laws. Amazon moved to compel arbitration pursuant to the mandatory arbitration provision of Plaintiff's employment agreement with Amazon. The district court denied the motion in part, concluding that Plaintiff's agreement was exempt from the FAA and that the provision was unenforceable based on Massachusetts public policy. The First Circuit affirmed, holding (1) the FAA does not govern the enforceability of the dispute resolution section of the agreement; and (2) the district court rightly refused to compel arbitration pursuant to state law. View "Waithaka v. Amazon.com, Inc." on Justia Law