Justia Contracts Opinion Summaries

The Eighth Circuit affirmed the district court's dismissal of Air Evac's claims in an action alleging that Arkansas Blue inadequately reimbursed Air Evac for ambulance services that Air Evac provided Arkansas Blue plan members. The court held that Air Evac's assignment did not convey the right to sue for equitable relief under section 1132(a)(3) of the Employee Retirement Income Security Act (ERISA). Furthermore, the district court did not err by finding that Arkansas Blue's conduct was not actionable because it fell within the Arkansas Deceptive Practices Act's safe harbor for actions or transactions permitted under the laws administered by the insurance commissioner. Finally, the district court did not err by rejecting Air Evac's claims for breach of contract and unjust enrichment. View "Air Evac EMS, Inc. v. USAble Mutual Insurance Co." on Justia Law

The Supreme Court reversed the judgment of the court of appeals affirming the decision of the trial court granting summary judgment to an architect firm seeking to recover its design fees from a development company, holding that disputed issued of material fact existed that precluded summary judgment.Plaintiff, the architect firm, designed a condominium project for Defendant, the development company. Defendant was not able to pay Plaintiff under the contract, and as a result, Plaintiff's project agreed to accept a condominium in the project instead of a fee. Defendant did not fulfill the agreement. Thereafter, Plaintiff filed a mechanic's lien for its unpaid fee under the contract and filed suit to enforce the lien. The trial court granted summary judgment to Plaintiff, concluding that there was insufficient evidence that the parties intended a novation by substituting the agreement to convey a condominium for the contract. The court of appeals affirmed. The Supreme Court reversed, holding that summary judgment was improperly granted because disputed questions of material fact existed about whether Plaintiff and Defendant intended a novation when they executed the agreement for the condominium. View "TWB Architects, Inc. v. Braxton, LLC" on Justia Law

Jared Karstetter worked for labor organizations representing King County, Washington corrections officers for over 20 years. In 1987, Karstetter began working directly for the King County Corrections Officers Guild (Guild). Throughout his employment with the Guild, Karstetter operated under successive 5-year contracts that provided for just cause termination. Eventually, Karstetter formed his own law firm and worked primarily for the Guild. He offered services to at least one other client. His employment contracts remained substantially the same. Karstetter's wife, Julie, also worked for the Guild as Karstetter's office assistant. In 2016, the King County ombudsman's office contacted Karstetter regarding a whistleblower complaint concerning parking reimbursements to Guild members. The Guild's vice-president directed Karstetter to cooperate with the investigation. The Guild sought advice from an outside law firm, which advised the Guild to immediately terminate Karstetter. In April 2016, the Guild took this advice and, without providing the remedial options listed in his contract, fired Karstetter. In response, Karstetter and his wife filed suit against the Guild, alleging, among other things, breach of contract and wrongful discharge in violation of public policy. The Guild moved to dismiss the suit for failure to state a claim. The trial court partially granted the motion but allowed Karstetter's claims for breach of contract and wrongful termination to proceed. On interlocutory review, the Court of Appeals reversed and remanded the case, directing the trial court to dismiss Karstetter's remaining breach of contract and wrongful termination claims. The Washington Supreme Court found that “the evolution in legal practice has uniquely affected the in-house attorney employee and generated unique legal and ethical questions unlike anything contemplated by our Rules of Professional Conduct (RPCs).” In this case, the Court found in-house employee attorneys should be treated differently from traditional private practice lawyers under the RPCs. “Solely in the narrow context of in-house employee attorneys, contract and wrongful discharge suits are available, provided these suits can be brought without violence to the integrity of the attorney-client relationship.”Karstetter alleged legally cognizable claims and pleaded sufficient facts to overcome a CR 12(b)(6) motion of dismissal. The Court of Appeals' ruling was reversed. View "Karstetter v. King County Corr. Guild" on Justia Law

The First Circuit affirmed the judgment of the district court in favor of the Fay School, Inc. and Fay's Head of School as to Appellants' complaint alleging unlawful retaliation for demands for an accommodation for a certain condition of G., a twelve-year-old minor, holding that the district court correctly denied Appellants' claims.G., a former student of the Fay School, and her parents (collectively, Appellants) brought this suit against Fay after the school refused to remove wireless internet from its classrooms to accommodate G.'s alleged electromagnetic hypersensitivity (EHS), a sensitivity to electromagnetic fields. Appellants alleged, among other claims, unlawful retaliation for an accommodation for G.'s condition, in violation of Title V of the Americans with Disabilities Act, 49 U.S.C. 12203(a), breach of contract, and misrepresentation. The First Circuit affirmed, holding (1) damages are not an available remedy for a Title V retaliation claim premised upon an exercise of rights under Title III of the ADA; and (2) Appellants failed to raise triable issues of fact as to their contract and misrepresentation claims. View "G. v. Fay School" on Justia Law

The Supreme Court reversed the judgments of the court of appeals in this construction dispute, holding that Ohio's construction statute of repose, Ohio Rev. Code 2305.131, applies to any cause of action, whether sounding in contract or tort, so long as the cause of action meets the requirements of the statute.Plaintiff filed this action against several defendants, companies involved in the design and construction of a public school building, alleging claims for breach of contract. Defendants argued that the statute of repose on section 2305.131 barred Plaintiff's claims because substantial completion of the project occurred more than ten years before the claims were filed. The trial court agreed and dismissed the claims as time barred. The court of appeals reversed, concluding that section 2305.131 does not apply to breach of contract claims. The Supreme Court reversed, holding that section 2305.131 applies to both contract and tort claims. View "New Riegel Local School District Board of Education v. Buehrer Group Architecture & Engineering, Inc." on Justia Law

At the times relevant to this litigation, the appellants, Baer Buick GMC and Grata Chevrolet (“Dealers”), and the appellee, General Motors, LLC, were parties to dealer sales and service agreements, per which Dealers sold and serviced vehicles manufactured by General Motors. Under the contractual terms, Dealers committed to performing repairs required by limited warranties extended by General Motors upon sales with no additional charge to customers (albeit that the projected cost of such repairs was factored into the purchase price for new vehicles). General Motors was then required to reimburse Dealers in accordance with a Service Policies and Procedures Manual (the “SPPM”). Through the SPPM, General Motors agreed to pay dealers at large for labor during warranty work under either of two options, denominated “Option A (Retail Rate) and Option C (CPI-based).” Option C, apparently, was the preferred option among dealers for labor reimbursement. General Motors’ standard reimbursement policy for parts installed in connection with warranty repairs was to pay one hundred and forty percent of the dealers’ costs. Apparently, both labor reimbursement alternatives, Options A and C, were initially made available to all dealers regardless of whether they sought reimbursement for parts under the standard contractual methodology or invoked an alternative rate, presumably under a governing regulatory statute. In 2012, however, General Motors instituted a policy effectively rendering any dealer pursuing an alternative reimbursement methodology for calculating warranty parts reimbursement ineligible for contractually-based Option C reimbursement for labor. Dealers, along with several other franchise dealers, lodged a protest with the State Board of Vehicle Manufacturers, Dealers and Salespersons (the “Board”), claiming that General Motors violated Section 9(a)(3) of the Board of Vehicles Act by contractually changing the manner in which it reimbursed dealers for warranty labor, when Dealers had merely exercised their statutory rights concerning reimbursement for warranty parts. They also challenged General Motors’ ability to impose a surcharge on dealers that elect the statutory retail reimbursement rate for warranty parts but not labor. In response, General Motors contended that nothing in the Act guaranteed dealers the right to participate in Option C, which was purely a matter of contract. After review, the Pennsylvania Supreme Court affirmed the order of the Commonwealth Court as it related to Section 9(a), and reversed as concerned Section 9(b.4)(1)(i). View "General Motors, LLC v. St Brd/Vehicle Manufacturer" on Justia Law

KCP, the plaintiff, had hoped to act as a middleman in a potential distribution deal for a novel cleaning product and targeted Henkel, a large consumer products company as a potential distributor. KCP and Henkel entered into a non-disclosure agreement (NDA) to aid in the negotiations of a distribution deal. KCP provided Henkel with confidential information about the product. Following a year of exchanging information and engaging in negotiations, the NDA lapsed, and no deal was consummated. KCP asserts that Henkel’s parent company, Henkel KGaA, used confidential information it acquired through the NDA to develop the product on its own and also interfered with the potential distribution deal. The district court granted summary judgment in favor of KGaA. As to a breach of contract claim, the court found that KGaA was not a party to the NDA and could not be liable for its breach. As to a tortious interference claim, the court found that KGaA is the parent company of Henkel, so the parent-subsidiary privilege immunizes it from a tortious interference claim involving its subsidiary; the court found that the narrow “improper motive” exception to that privilege did not apply. The Sixth Circuit affirmed summary judgment in favor of KGaA, KCP has not presented sufficient evidence of any improper motive or means to pierce the parent-subsidiary privilege. View "Knight Capital Partners Corp. v. Henkel AG & Co." on Justia Law

After a successful plugging and abandonment operation of three offshore oil and gas wells, Apache sought payment from its non-operator partner, W&T. The jury subsequently awarded Apache $43.2 million for W&T's breach of the Joint Operating Agreement (JOA).The Fifth Circuit affirmed the district court's denial of W&T's motion for judgment as a matter of law, holding that Louisiana Civil Code Article 2003 did not bar Apache's entitlement to damages. The court affirmed the district court's denial of W&T's motion for summary judgment, holding that the jury needed to resolve the question of the parties' intent in light of the ambiguity of Section 6.2 of the JOA. Finally, the court affirmed the district court's denial of W&T's motion for entry of judgment and motion for a new trial, because W&T was not entitled to an offset. View "Apache Deepwater, LLC v. W & T Offshore, Inc." on Justia Law

The Ninth Circuit certified the following questions to the California Supreme Court: Does section 16600 of the California Business and Professions Code void a contract by which a business is restrained from engaging in a lawful trade or business with another business? Is a plaintiff required to plead an independently wrongful act in order to state a claim for intentional interference with a contract that can be terminated by a party at any time, or does that requirement apply only to at-will employment contracts? View "Ixchel Pharma, LLC v. Biogen, Inc." on Justia Law

The absence of a judgment in the state court litigation does not mean that plaintiff lacks Article III standing to bring this suit. Enterprise filed suit against several defendants, alleging a claim under the Missouri Uniform Fraudulent Transfer Act. The district court dismissed the complaint without prejudice based on the ground that there was no case or controversy because Enterprise lacked Article III standing.The Eighth Circuit reversed and held that Enterprise has alleged facts sufficient to demonstrate the elements of standing. In this case, Enterprise has sufficiently alleged a present injury in fact, fairly traceable to defendants, as the transferees of the funds. Therefore, the court remanded for further proceedings. View "Enterprise Financial Group Inc. v. Podhorn" on Justia Law