Justia Contracts Opinion Summaries

Baker Hughes filed suit against UE for breach of contract and express and implied warranties after a containerized air booster compressor manufactured by UE ruptured and injured a Baker Hughes contractor. The express warranty pertinent to the claims at issue was contained in section 28 of the LOGIC Terms.The Fifth Circuit affirmed the district court's judgment in favor of UE, holding that this was a claim of breach of warranty, not breach of contract; the express warranty for defects correction expired, taking with it Baker Hughes's remedy for the defective booster; the implied warranties were displaced by Section 28's express warranty and by Section 4.3's complete allocation of responsibility for the boosters' design to Baker Hughes; and the district court did not abuse its discretion by awarding monetary sanctions against Baker Hughes in light of its delay in shipping the valve at issue. View "Baker Hughes Process & Pipeline Services, LLC v. UE Compression, LLC" on Justia Law

In this breach of contract case the Supreme Court affirmed the judgment of the district court denying Appellant's Wyo. R. Civ. P. 60(b) motion, holding that neither documents in a party's possession nor public records in existence at the time of trial are newly discovered evidence if, with due diligence, they could have been discovered prior to trial.In its rule 60(b) motion Appellant argued that two pieces of evidence - one of which it possessed and the other which was a matter of public record at the time of trial - constituted newly discovered evidence. The trial court denied the motion. Appellant appealed, arguing that it was not for a lack of due diligence that it did not discover the documents in its physical possession or data available on a website prior to trial. The Supreme Court disagreed, holding that the district court did not abuse its discretion in finding the evidence was not newly discovered because Appellant failed to exercise due diligence. View "SWC Production, Inc. v. Wold Energy Partners, LLC" on Justia Law

This appeal stemmed from the parties' longstanding dispute over the literary works of John Steinbeck. In this case, a federal jury in Los Angeles unanimously awarded plaintiff, as executrix of Elaine's estate (Elaine was the widow of Steinbeck), compensatory damages for slander of title, breach of contract, and tortious interference with economic advantage, and punitive damages against defendants.Determining that it had jurisdiction, the Ninth Circuit affirmed the orders granting summary judgment and striking defendants' defenses to tortious interference on grounds of collateral estoppel. Furthermore, the panel explained that it follows that the district court's decisions to exclude evidence related to defendants' different understanding of the agreement at issue or the validity of the prior court decisions were not abuses of discretion. The panel affirmed the compensatory damages award, holding that the record contained substantial evidence to support the awards on each cause of action independently. Furthermore, the compensatory damages were not speculative. The panel held that there was more than ample evidence of defendants' malice in the record to support the jury's verdict, thus triggering entitlement to punitive damages. However, the panel vacated and remanded with instructions to dismiss the punitive damages claims against Gail, Steinbeck's daughter-in-law, based on lack of meaningful evidence of Gail's financial condition and her ability to pay. View "Kaffaga v. The Estate of Thomas Steinbeck" on Justia Law

Plaintiffs appealed the district court's dismissal of their claims against Sequoia Fund, alleging that Sequoia Fund breached a contractual obligation not to concentrate its investments in a single industry. The Second Circuit agreed with the district court's alternative holding and affirmed the judgment. The court assumed, without deciding, that plaintiffs plausibly alleged the existence of a contract that included the Concentration Policy as an enforceable term that could not be changed without a shareholder vote. Even assuming the existence of a binding contract, however, the court held that plaintiffs failed to plausibly allege a breach. In this case, because the SEC's 1998 Guidance ‐‐ and by extension the Concentration Policy ‐‐ allows for the passive increases at issue, plaintiffs have failed to allege a violation of the Concentration Policy. View "Edwards v. Sequoia Fund, Inc." on Justia Law

In 1968, the Hamilton County, Ohio Board of County Commissioners and Cincinnati consolidated their sewer districts into a single sewer system and entered an agreement providing that the city would manage the sewer system’s operations, subject to County oversight, for 50 years. After the city indicated that it planned to unilaterally withdraw from the agreement in 2018, the Board sought judicial intervention. The district court found that the city’s withdrawal would interfere with environmental remediation projects that the city and Board had committed to implement under a 2004 consent decree. The court temporarily extended the term of the 1968 agreement, enjoining the city’s withdrawal pursuant to the court’s inherent power to enforce consent decrees. The Sixth Circuit affirmed. The district court did not abuse its discretion in granting the temporary injunction because doing so was necessary to enforce the terms and objectives of the 2004 consent decree. District courts possess broad authority to enforce the terms of consent decrees, even where doing so requires interfering with municipal prerogatives or commitments. View "United States v. Board of County Commissioners of Hamilton County" on Justia Law

Jason Blanks, Peggy Manley, Kimberly Lee, Nancy Watkins, Randall Smith, Trenton Norton, Earl Kelly, Jennifer Scott, and Alyshia Kilgore (referred to collectively as "the customers") appealed the denial of a motion to compel arbitration and a declaratory judgment entered in an action brought by TDS Telecommunications LLC, and its two affiliates, Peoples Telephone Company, Inc., and Butler Telephone Company, Inc. (referred to collectively as "the Internet providers"). The customers subscribed to Internet service furnished by the Internet providers; their relationship was governed by a written "Terms of Service." The customers alleged that the Internet service they have received was slower than the Internet providers promised them. At the time the customers learned that their Internet service was allegedly deficient, the Terms of Service contained an arbitration clause providing that "any controversy or claim arising out of or relating to [the Terms of Service] shall be resolved by binding arbitration at the request of either party." In the declaratory-judgment action, the trial court ruled that the Internet providers were not required to arbitrate disputes with the customers. The Alabama Supreme Court determined the arbitration clause in the applicable version of the Terms of Service included an agreement between the Internet providers and the customers that an arbitrator was to decide issues of arbitrability, which included the issue whether an updated Terms of Service effectively excluded the customers' disputes from arbitration. Accordingly, the Supreme Court reversed the trial court's denial of the customers' motion to compel arbitration and its judgment declaring the updated Terms of Service "valid and enforceable," and remanded the case for further proceedings. View "Blanks et al. v. TDS Telecommunications LLC" on Justia Law

The First Circuit reversed in part and affirmed in part the decision of the district court dismissing with prejudice Plaintiff's claims of alleging that he was denied the fruits of a profitable exclusive-seller agreement for the sale of a Ferrari when Defendant caused the breach of that agreement by threatening economic harm to the other party to the contract, holding that Plaintiff plausibly pleaded his claim of tortious interference with an existing contract.Plaintiff brought suit against Defendant alleging claims of tortious interference with an advantageous business relationship, tortious interference with an existing contract, and violations of Massachusetts's Consumer Protection Law, Mass. Gen. Laws ch. 93A, 11. The district court dismissed the suit, concluding that Plaintiff had failed plausibly to allege any impermissible motive or means of interference with Plaintiff's business relationships or existing contracts. The First Circuit reversed in part, holding (1) Plaintiff plausibly pleaded that Defendant harmed Plaintiff by tortiously interfering with the contract; and (2) the district court correctly dismissed Plaintiff's remaining claims. View "Hamann v. Carpenter" on Justia Law

This appeal involved a business dispute between two physicians. William Yost, M.D., owned and operated a pain-management clinic, Doctors Medical Center, LLC (DMC-Slidell). Within six months of opening DMC-Sidell, the Louisiana State Board of Medical Examiners (LSBME) began an investigation of Dr. Yost for illegally operating a pain-management clinic. Yost surrendered his Louisiana license, and closed DMC-Slidell. Yost then opened a new clinic, Doctors Medical Center of Picayune, LLC (DMC-Picayune), and began seeing patients, including his former patients from DMC-Slidell. The Mississippi State Board of Medical Licensure (MSBML) required that all pain-management clinics be registered and issued a certificate; Yost submitted an application for registration to the MSBML, but the certificate was not immediately issued. Mayor Okoloise, M.D. met with Yost to discuss affiliating. As a result of these discussions, Okoloise began practicing medicine with Yost at DMC-Picayune. They formalized their relationship and signed a “Personal Services Contract” in August 2012. At trial, Okoloise testified that, at the time he signed the agreement, he was unaware of the LSBME’s investigation of Yost,and he was unaware that Yost was not properly credentialed in Mississippi. The MSBML was not aware of the Louisiana investigation either and approved Yost’s application practice in pain management, issuing the required certificate. Dr. Okoloise resigned from DMC-Picayune; when he learned of the investigations, Okoloise testified the clinic was being operated illegally, and, thus he believed his contract to have been void at its inception. After Okoloise resigned, several other DMC-Picayune employees unexpectedly resigned. Testimony was presented that Okoloise made plans to open another clinic before he submitted his resignation, Hope Medical Services, LLC. Okoloise offered several members of the DMC-Picayune staff jobs at Hope Medical. The Drug Enforcement Agency (DEA) investigated Yost and DMC-Picayune, the result of which did not end in charges filed. But, on February 13, 2013, the DEA closed DMC-Picayune. That same day, Yost voluntarily surrendered his Mississippi medical license. Notwithstanding these investigations and the closure of his clinics, Yost sued Okoloise and Hope Medical and the DMC-Picayune employees that worked for Hope Medical. The chancellor determined there was sufficient evidence to sustain several claims against Okoloise and Hope Medical: trover/conversion, defamation, breach of contract, breach of duty of good faith, and misappropriation of trade secrets. The chancellor found “[Dr. Yost and DMC-Picayune] should be equitably compensated for the damages they incurred for these claims and losses.” He awarded a judgment against Okoloise and Hope Medical in the amount of $188,622. The Mississippi Supreme Court determined the chancellor’s findings were based on equitable measures, with no legal basis, and were therefore manifestly wrong. "The record evidence was insufficient to show losses attributable to Dr. Okoloise or Hope Medical. The judgment is manifestly wrong, clearly erroneous, and not supported by credible evidence. We reverse and render." View "Okoloise v. Yost" on Justia Law

At issue in this appeal was a tortious interference claim brought by Sprint against Wireless Buybacks, an arbitrager of upgraded phones from customers that then resells them at higher prices. Sprint alleged that its written contract with customers categorically prohibits them from reselling their phones, and Wireless Buybacks has wrongfully induced customers to do so. The district court found that the contract unambiguously barred resale and granted partial summary judgment for Sprint.The Fourth Circuit held that Sprint's terms and conditions did not unambiguously prohibit customers from reselling their phones, and thus Sprint was not entitled to judgment as a matter of law. In this case, the court rejected Sprint's two theories in support of why "Services" unambiguously included all upgraded phones, and Sprint failed to show that Wireless Buybacks bought phones from Sprint customers who agreed to activate their upgraded phones on Sprint's network. Therefore, the court vacated the district court's summary judgment order insofar as it found Wireless Buybacks liable for tortious interference and remanded for further proceedings. View "Sprint Nextel Corp. v. Wireless Buybacks Holdings, LLC" on Justia Law

In this case brought by Plaintiffs seeking to enforce a settlement agreement the Supreme Court reversed the judgment of the district court denying Defendants' motion to compel arbitration, holding that the Federal Arbitration Act (FAA) preempts Nev. Rev. Stat. 597.995, which requires agreements that include an arbitration provision also to include a specific authorization for the arbitration provision showing that the parties affirmatively agreed to that provision.The parties in this case entered into a settlement agreement that referenced a licensing agreement that included an arbitration provision. When Plaintiffs sued to enforce the settlement agreement Defendants filed a motion to compel arbitration and dismiss the complaint because the settlement agreement incorporated the licensing agreement's arbitration clause. The district court concluded that the arbitration provision was unenforceable because it did not include the specific authorization required by section 597.995. The Supreme Court reversed, holding (1) the statute did not void the arbitration clause; and (2) the claims in the underlying complaint were subject to arbitration. View "MMAWC, LLC v. Zion Wood Obi Wan Trust" on Justia Law