Justia Contracts Opinion Summaries

The Second Circuit affirmed the district court's decision vacating the bankruptcy court's determination concerning whether General Motors assumed liability, through a judicial admission, for claims like appellant's. Appellant filed a wrongful death lawsuit against New GM after his wife was involved in an accident that left her incapacitated. She was driving a 2004 Pontiac Grand Am, a vehicle manufactured by Old GM, which allegedly had a faulty ignition switch.The Second Circuit held that for a statement to constitute a judicial admission, it must be intentional, clear, and unambiguous. In this case, the court held that the inadvertent inclusion of language from an outdated, non-operative version of a sale agreement was not intentional, clear, and unambiguous, and thus was not a judicial admission. Therefore, General Motors was not bound by the language. View "In re Motors Liquidation Co. (Pillars)" on Justia Law

The Supreme Court affirmed the decision of the district court denying the motion for attorney fees filed by Gold's Gym International, Inc. after it prevailed in a suit filed by members of a limited liability company (members) that had licensed Gold's Gym's name to operate a fitness center, holding that the issues properly before the Court did not convince the Court that the district court erred.In denying attorney fees, the district court reasoned that the members, as individuals, were not parties to the license agreement between Gold's Gym and the LLC that contained the fee provision and that the members' claims did not relate to or arise out of that agreement. On appeal, Gold's Gym argued that if someone who is not a party to a contract tries to enforce its terms, it must also assume the risks and obligations that the contract imposes. The Supreme Court affirmed without reaching the merits of the issue, holding (1) issues of preservation and waiver precluded the Court from reaching the heart of Gold's Gym's argument on appeal; and (2) Gold's Gym's remaining arguments were unavailing. View "Chamberlain v. Golds Gym International, Inc." on Justia Law

In this commercial forcible entry and detainer action brought by 20 Thames Street LLC and 122 PTIP LLC (collectively, 20 Thames) the Supreme Judicial Court affirmed the judgment of the superior court concluding that the district court lacked subject matter jurisdiction to award lease-based attorney fees upon finding for Ocean State Job Lot of Maine 2017, LLC, holding that the superior court did not err.Ocean State rented a commercial retail space from 20 Thames. 20 Thames later filed its compliant for forcible entry and detainer, alleging that Ocean State breached the terms of its lease. The business and consumer docket found in favor of Ocean State. The court awarded Ocean State costs and $206,076 in attorney fees based on a provision in the lease. The superior route affirmed the judgment for Ocean State but vacated the attorney fee award, concluding that the district court lacked jurisdiction to award lease-based attorney fees. The Supreme Judicial Court affirmed, holding that Me. Rev. Stat. 14, 6017 did not provide authority for the district court to award lease-based attorney fees. View "20 Thames Street LLC v. Ocean State Job Lot of Maine 2017, LLC" on Justia Law

The Tenth Circuit Court of Appeals certified two questions of law to the Oklahoma Supreme Court. Billy Hamilton, a small-business owner in Council Hill, Oklahoma, filed a claim in December 2015 with his insurer, Northfield Insurance Company, seeking coverage for his building's leaking roof. Northfield twice denied his claim: once in February 2016, and again in April 2016. Hamilton filed suit against Northfield in November of that year, alleging bad-faith denial of his insurance claim and breach by Northfield of the insurance contract. Hamilton rejected a proposed settlement, and the matter went to trial. A jury awarded him $10,652, the maximum amount of damages the judge instructed the jury it could award. Hamilton then sought attorney fees and statutory interest under 36 O.S. section 3629(B). Northfield responded that Hamilton was not the prevailing party under the statute, given that he had recovered less than its settlement offer to him. The federal district court agreed with Northfield, and Hamilton appealed to the Tenth Circuit Court of Appeals. Initially, a panel of that court affirmed the district court's determination that Hamilton was not the prevailing party for purposes of awarding attorney fees under section 3629(B). Following a petition for en banc rehearing by Hamilton and additional briefing by amicus curiae, the Tenth Circuit Court of Appeals granted panel rehearing sua sponte, vacated its opinion as to the issues raised in Hamilton's appeal, and certified the two questions to the Oklahoma Court. The questions were: (1) in determining which is the prevailing party under 36 O.S. 3629(B), should a court consider settlement offers made by the insurer outside the sixty- (formerly, ninety-) day window for making such offers pursuant to the statute?; and (2) should a court add to the verdict costs and attorney fees incurred up until the offer of settlement for comparison with a settlement offer that contemplated costs and fees? The Oklahoma Court answered both questions "no:" (1) a court may consider only those timely offers of settlement of the underlying insurance claim--and not offers to resolve an ensuing lawsuit that results from the insurer's denial of the same; and (2) this is strictly limited to the specific context of determining prevailing-party status under section 3629(B) alone. The Oklahoma Court expressed no opinion on a trial court's evaluation of the form of settlement offer described in the certifying court's second question when made outside the section 3629(B) setting. View "Hamilton v. Northfield Ins. Co." on Justia Law

Under California law, the donor's intent controls the disposition of his or her gametic material upon death. Plaintiff appealed the trial court's judgment sustaining demurrers to her causes of action alleged against defendants. After plaintiff's husband entered into an irreversible coma, she arranged to extract his sperm in hopes of one day conceiving a child with it. Plaintiff stored the sperm in a tissue bank that ultimately came under the control of defendants, and, ten years later, when she requested the sperm, defendants disclosed that they could not locate it. Plaintiff filed suit, alleging contract and tort claims based on the loss of her ability to have a child biologically related to her deceased husband.The Court of Appeal affirmed the trial court's judgment, holding that the complaint failed to adequately plead facts supporting tort damages. In this case, plaintiff's tort causes of action are all premised on the loss of her ability to conceive with her deceased husband's sperm. However, the court held that the complaint failed to allege facts establishing that plaintiff was legally entitled to use her husband's sperm to conceive a child after he died. In this case, plaintiff's status as his spouse did not entitle her to conceive with his sperm; absent an affirmative showing that the husband intended to allow plaintiff to conceive with his sperm, plaintiff was not entitled to do so; and thus the complaint failed to allege that it was the husband's intent that his sperm be used for posthumous conception. Finally, the court held that plaintiff cannot recover emotional distress damages on her breach of contract cause of action. View "Robertson v. Saadat" on Justia Law

The Ninth Circuit reversed the district court's order compelling arbitration of a labor dispute between a waste management company, NASA Services, and the union. The company and union signed a Labor Peace Agreement containing an arbitration clause, and the agreement's terms were expressly conditioned upon the City entering into an exclusive franchise agreement with NASA.The panel held that the agreement clearly and unambiguously contains a condition precedent to formation that is both ascertainable and lawful. Therefore, NASA and the union were parties to a proposed agreement that would become operative, effective, and enforceable if and only if the condition precedent therein was satisfied. Consequently, the condition failed and the district court may not compel arbitration. View "International Brotherhood of Teamsters, Local 396 v. NASA Services, Inc." on Justia Law

In August 2013 the Alaska Department of Transportation and Public Facilities (DOT) entered into a contract with Osborne Construction Company to upgrade the Aircraft Rescue and Fire Fighting building at the Fairbanks International Airport to withstand damage in the event of an earthquake. The DOT appealed a superior court decision reversing the agency's decision in an administrative appeal. The agency denied a contractor’s claim for additional compensation because the claim was filed outside the filing period allowed by the contract. After applying its independent judgment to interpret the contract, the Alaska Supreme Court agreed with the DOT that the contractor failed to file its claim within the period allowed. The Supreme Court therefore reversed the superior court’s decision and reinstated the agency’s. View "Alaska, Dept. of Transportation & Public Facilities v. Osborne Construction Co." on Justia Law

Stampley, the owner-operator of a tractor-trailer, provided hauling services for Altom. Altom agreed to pay Stampley 70% of the gross revenues that it collected for each load he hauled and to give Stampley a copy of the “rated freight bill” or a “computer-generated document with the same information” to prove that it had properly paid Stampley. The contract granted Stampley the right to examine any underlying documents used to create a computer-generated document and required him to bring any dispute regarding his pay within 30 days. Years after he hauled his last Altom load, Stampley filed a putative class action, alleging that Altom had shortchanged him and similarly situated drivers. The district court certified a class and held that Altom’s withholdings had violated the contract. Stampley had moved for summary judgment on the 30-day provision before the class received notice. The court subsequently denied Stampley’s motion for summary judgment, decertified the class, granted Altom summary judgment, and held that Stampley’s individual claims were barred.The Seventh Circuit affirmed. The district court did not abuse its discretion in finding Stampley an inadequate class representative and decertifying the class. The court found that the 30-day period began to run as soon as Stampley received any computer-generated document purporting to have the same information as the rated freight bill, necessarily including those that lacked the same information as the rated freight bill. View "Stampley v. Altom Transport, Inc." on Justia Law

Buffkin, a former teacher in the Department of Defense (DoD) school for the children of military personnel, challenged her termination. The collective bargaining agreement process for contesting adverse employment actions provides that any grievance will be mediated if requested by either party. A written request for arbitration must be served on the opposing party within 20 days following "the conclusion of the last stage in the grievance procedure.” “The date of the last day of mediation will be considered the conclusion of the last stage in the grievance procedure" for purposes of proceeding to arbitration.DoD denied Buffkin’s grievance. The union and DoD met with a mediator in December 2012. No agreement was reached. In July 2014, the union submitted a written request for arbitration. DoD signed the request and the parties received a list of arbitrators in August 2014. In March 2015, DoD listed Buffkin’s grievance as an open grievance and the parties held another mediation session. The union and DoD selected an arbitrator in January 2017. DoD then argued that the arbitration request was untimely. The arbitrator found that the union did not invoke arbitration within 20 days after the 2012 mediation concluded.The Federal Circuit vacated and remanded with instructions to address whether the union’s premature request for arbitration ripened into a timely request. Buffkin’s grievance was not resolved in the 2012 mediation; there was another mediation session in 2015, the last stage of the grievance procedure. Invoking arbitration in 2014 was premature, rather than too late. DoDs conduct and past practices indicate that it did not consider the arbitration request untimely. View "Buffkin v. Department of Defense" on Justia Law

In this construction contract dispute, the Supreme Court held that the San Antonio River Authority possessed the authority to agree to arbitrate claims under Texas Local Government Code Chapter 271 and exercised that authority in the contract and that the judiciary, rather than an arbitrator, retains the duty to decide whether a local government has waived its governmental immunity.The River Authority hired Austin Bridge and Road L.P. for a construction project. The parties agreed to submit any disputes about the contract to arbitration. Austin Bridge invoked the contract's arbitration provisions when disagreements about the scope of work and payment arose. After the arbitrator denied the River Authority's plea of governmental immunity, the River Authority sued Austin Bridge, arguing that it lacked the authority to agree to the contract's arbitration provisions. The trial court concluded that the arbitration provisions in the contract were enforceable. The court of appeals agreed that the River Authority had the authority to agree to arbitrate but concluded that a court, rather than an arbitrator, must decide whether the River Authority was immune from the claims against it. The Supreme Court affirmed, holding that chapter 271 waived the River Authority's immunity from suit for Austin Bridge's breach of contract claim. View "San Antonio River Authority v. Austin Bridge & Road, L.P." on Justia Law