Justia Contracts Opinion Summaries

In this appeal by allowance, a covenant not to compete was executed by an employee after the first day of employment. The issue presented for the Pennsylvania Supreme Court's review was whether the employer could enforce that provision in the post-employment timeframe although no new consideration was supplied in connection with its execution. The Supreme Court concluded the trial court properly denied a motion for a preliminary injunction: there was no evidence suggesting that, as of the commencement of the employment relationship, there was a meeting of the minds as to the noncompete agreement (NCA), or that the employee otherwise manifested his assent to provisions of the NCA that he was given, or an intent to be bound by them. View "Rullex Co., LLC. v. Tel-Stream, Inc." on Justia Law

The Supreme Court affirmed the decision of the circuit court granting a preliminary injunction, holding that the court did not err when it found Plaintiff had a likelihood of succeeding on the merits of its claims and was likely to suffer irreparable harm in the absence of action by the court.Pachira Energy LLC entered into an agreement with Northeast Natural Energy LLC establishing the Blacksville Area of Mutual Interest (Blacksville AMI) and setting forth guidelines for exploiting oil and gas leases and other mineral interests. Pachira later filed a complaint against Northeast Natural Energy LLC alleging that Northeast was breaching various agreements and was abusing its power to benefit itself, to the detriment of Pachira. Among other requests for relief, Pachira sought a permanent injunction stop Northeast's use of a jointly-owned water system within the Blacksville AMI to support Northeast's drilling operations outside the Blacksville AMI and to sell water to third parties outside the Blacksville AMI. The circuit court granted Pachira's motion for a preliminary injunction. The Supreme Court affirmed, holding that it was fair for the circuit court to preserve the status quo until the parties' resolve the merits of their dispute and that there was no error in the preliminary injunction order. View "Northeast Natural Energy LLC v. Pachira Energy LLC" on Justia Law

In this action stemming from the auction of a plot of land, the Supreme Court affirmed the circuit court's grant of summary judgment to Plaintiff, holding that the circuit court properly construed the law of auctions and contracts.Plaintiff won an auction of certain property with a high bid. Plaintiff subsequently brought suit alleging, among other things, breach of contract because Defendant had permitted an unqualified bidder to bid on the property. The circuit court granted summary judgment for Plaintiff. The Supreme Court affirmed, holding (1) no genuine issue of material fact existed to be tried regarding the formation of the contract between Plaintiff and Defendant and Defendant's failure to comply with the terms and conditions of that contract; and (2) the circuit court properly granted summary judgment in favor of Plaintiff. View "Alex Lyon & Son v. Leach" on Justia Law

In this qui tam action, the First Circuit affirmed the decision of the district court denying the request of Concilio De Salud Integral De Loiza, Inc. (CSILO), on the eve of trial, to amend the pretrial order to include a discussion of damages CSILO claimed it was due under the False Claims Act, holding that the district court did not abuse its discretion when it denied CSILO's request to amend the pretrial order.CSILO, a non-profit organization in Puerto Rico, brought this action under the FCA against JC Remodeling, Inc. (JCR). Three years into litigation and after the close of discovery, CSILO moved the court for leave to amend the pretrial order to include a discussion of damages. The district court denied the request. After a trial, the jury found that JCR had violated the False Claims Act and entered judgment against JCR and imposed on it a $5,500 civil penalty. CSILO appealed, challenging the denial of its request to amend the pretrial order. The First Circuit affirmed, holding that the district court did not abuse its discretion when it decided that CSILO's request to amend the pretrial order would not have cause it "manifest injustice" and would have instead caused prejudice and hardship to JCR. View "Concilio De Salud Integral De Loiza, Inc. v. JC Remodeling, Inc." on Justia Law

Defendant ReadyLink Healthcare, Inc. (ReadyLink) was a nurse staffing company that placed nurses in hospitals, typically on a short-term basis. Plaintiff State Compensation Insurance Fund (SCIF) was a public enterprise fund created by statute as a workers' compensation insurer. Premiums that SCIF charged were based in part on the employer's payroll for a particular insurance year. SCIF and ReadyLink disputed the final amount of premium ReadyLink owed to SCIF for the 2005 policy year (September 1, 2005 to September 1, 2006). ReadyLink considered certain payments made to its nurses as per diem payments; SCIF felt those should have been considered as payroll under the relevant workers' compensation regulations. The Insurance Commissioner concurred with SCIF's characterization of the payments. A trial court rejected ReadyLink's petition for a writ of administrative mandamus to prohibit the Insurance Commissioner from enforcing its decision, and an appellate court affirmed the trial court's judgment. SCIF subsequently filed the action underlying this appeal, later moving for a judgment on the pleadings, claiming the issue of the premium ReadyLink owed for the 2005 policy year had been previously determined in the administrative proceedings, which was then affirmed after judicial review. The trial court granted SCIF's motion for judgment on the pleadings. On appeal, ReadyLink conceded it previously litigated and lost its challenge to SCIF's decision to include per diem amounts as payroll for the 2005 insurance year, but argued it never had the opportunity to challenge whether SCIF otherwise properly calculated the premium amount that it claims was due pursuant to the terms of the contract between the parties, or whether SCIF's past conduct, which ReadyLink alleged included SCIF's acceptance of ReadyLink's exclusions of its per diem payments from payroll in prior policy years and SCIF's exclusion of per diem amounts in paying out on workers' compensation claims filed by ReadyLink employees, might bar SCIF from being entitled to collect that premium amount under the contract. To this, the Court of Appeal concurred the trial court erred in granting SCIF's motion for judgment on the pleadings. Judgment was reversed, and the matter remanded for further proceedings. View "State Comp. Ins. Fund v. ReadyLink Healthcare, Inc." on Justia Law

In this contract dispute, the Supreme Court affirmed the order of the district court dismissing H&P Advisory Limited's complaint against Randgold Resources, Limited and Barrick Gold Corporation for lack of personal jurisdiction, holding that the undisputed facts and all reasonable inferences in H&P's favor did not support personal jurisdiction over Defendants in Wyoming.Randgold, a Jersey (Channel Islands) corporation, and Barrick, a Canada corporation, were two of the world's largest gold mining companies. H&P, a United Kingdom private limited company, served as a neutral broker between the two companies in a merger deal. Those involved in the merger met in Jackson, Wyoming to participate in a series of negotiations. Randgold and Barrick subsequently announced the merger but did not list H&P as an advisor and offered to pay H&P a "small fee" for its role in the merger. H&P sued Randgold and Barrick in the Ninth Judicial District in and for Teton County, Wyoming alleging breach of contract. The district court dismissed the complaint on personal jurisdiction grounds. The Supreme Court affirmed, holding that the district court correctly concluded that it lacked specific personal jurisdiction over Defendants. View "H&P Advisory Ltd. v. Randgold Resources Ltd." on Justia Law

The Supreme Court held that the Expedited Declaratory Judgment Act (EDJA), Tex. Gov't Code ch. 1205, gave the trial court jurisdiction to declare whether contracts executed by the San Jacinto River Authority were legal and valid but not whether the Authority complied with the contracts in setting specific water rates.The Authority, which has contracts to sell water to cities and other customers and uses the revenue to pay off its bonds, filed suit seeking declarations under the EDJA regarding the contracts and the water rates set under those contracts. Several participants, including three cities (Cities) opted in as interested parties. The Cities filed pleas to the jurisdiction, arguing that the trial court lacked subject matter jurisdiction to adjudicate the Authority's claims. The trial court denied the pleas to the jurisdiction. The court of appeals held primarily for the Authority. The Supreme Court held (2) the EDJA permits the trial court to exercise jurisdiction over the Authority's claims as to the valid execution of the contracts, but it does not confer jurisdiction over whether the Authority complied with the contracts in setting specific water rates; and (2) the Cities' governmental immunity does not bar an EDJA claim, which is brought in rem to adjudicate interests in property. View "City of Conroe, Texas v. San Jacinto River Authority" on Justia Law

The Supreme Court reversed the decision of the court of appeals holding that a forum-selection clause in a contract bound all involved parties even where the only signatories did not assert any claims against one another, holding that the court of appeals erred in construing the contract containing the forum-selection clause and a contract that did not as a single, unified instrument and by applying the transaction-participant enforcement theory.Personal jurisdiction over two nonresident individuals and a nonresident LLC was premised on a forum-selection clause in a contract the nonresident LLC executed with a resident LLC. A signatory LLC sought to enforce the clause against nonsignatory individuals, and nonsignatory individuals sought to enforce the clause against nonsignatory individuals and a signatory LLC. The court of appeals concluded that all defendants were amenable to suit in Texas regardless of their status as a signatory. The Supreme Court reversed, holding (1) the separately executed instruments considered by the court of appeals were not part of a single, unified instrument and, therefore, must be construed separately; and (2) the transaction participant enforcement theory relied upon by the court of appeals was inapplicable. View "Rieder v. Woods" on Justia Law

The Supreme Court concluded that, as to Plaintiffs' fraud claims, GTECH Corporation, a private contractor, would not qualify for derivative sovereign immunity for services it provided to the Texas Lottery Commission even if the Court recognized that doctrine but that GTECH was entitled to immunity from Plaintiffs' allegations of aiding and abetting the Commission's fraud and of conspiracy with the Commission.The Commission contracted with GTECH for instant ticket manufacturing and services. Plaintiffs filed two separate suits alleging that the instructions on a scratch-off lottery ticket mistakenly caused them to believe they had winning tickets. GTECH filed pleas to the jurisdiction, arguing that it was entitled to the Commission's immunity. The Dallas County trial court granted GTECH's plea to the jurisdiction. The Travis County trial court denied the plea. The Dallas Court of Appeals affirmed. The Austin Court of Appeals affirmed in part and reversed in part. The Supreme Court held (1) GTECH was not entitled to immunity from Plaintiffs' fraud claims because the Commission did not control GTECH's choices in writing the game instructions; and (2) GTECH was entitled to immunity from the theories of conspiracy and of aiding and abetting because Plaintiffs must necessarily override the substance of the Commission's underlying decisions in order to impose derivative liability on GTECH. View "GTECH Corp. v. Steele" on Justia Law

The Supreme Court reversed the judgment of the district court ruling that Plaintiffs' claim seeking contract damages was barred by the limitations period set forth in Iowa Code 614.17A, holding that the district court erred in granting summary judgment.John and Dessie Rottinghaus filed a claim in the Estate of Sandra Franken, alleging that the Estate sold certain real estate in violation of their right of first refusal to purchase the real estate. The executor disallowed the claim and moved for summary judgment, claiming that section 614.17A barred the Rottinghauses' claim. The district court granted the motion for summary judgment, concluding that the statute of limitations precluded the Rottinghauses' claim for damages. The Supreme Court reversed, holding (1) section 614.17A applies only to actions seeking to recover or establish an interest in or claim to real estate filed against the holder of the record title; and (2) neither the merger doctrine, the statute of frauds, the indirect effect of section 614.17A, nor the statute of limitations in section 614.1(5) barred the Rottinghauses' damages action. View "In re Estate of Franken" on Justia Law