Justia Contracts Opinion Summaries

The plaintiffs were two wholly owned subsidiaries of First American Financial Corporation: First American Title Insurance Company (FA Company) and First American Title Company, LLC (FA LLC) (collectively Plaintiffs). The defendants, who appealed a judgment against them (Defendants) were Michael Smith, Kristi Carrell, and Northwest Title Insurance Agency, LLC. Jeffrey Williams was also a defendant, but is not a party to the appeal. Defendants raised numerous grounds on appeal of a large jury award based on breaches of contractual and fiduciary duties, many of which the Tenth Circuit concluded were not adequately preserved or presented. Therefore, the Tenth Circuit affirmed the district court's judgment, "[w]e may not have awarded the same amount, but we see no abuse of discretion." View "First American Title Insurance v. Northwest Title Insurance" on Justia Law

At issue in this bankruptcy case was whether a defaulting subcontractor who has no contractual right to compensation is nonetheless entitled to an equitable recovery if the general contractor has benefited at the subcontractor’s expense.Insite, a bankrupt subcontractor, filed an adversary proceeding against Walsh, a general contractor, in bankruptcy court claiming that Walsh improperly withheld payments belonging to its bankruptcy estate. The bankruptcy court found the doctrine announced in Pearlman v. Reliance Insurance Co., 371 U.S. 132, 141-42 (1962), prevented Insite from gaining a property interest in the funds withheld by Walsh. The district court affirmed. The First Circuit vacated the judgment below and remanded, holding (1) the Pearlman doctrine did not address the primary issue in this case; and (2) while Insite was not due funds under its contract with Walsh, the bankruptcy and district courts must consider whether Walsh was benefited by Insite’s post-default performance in such a way that Insite had an equitable claim under Puerto Rico law. View "Insite Corp. Inc. v. Walsh Construction Co. Puerto Rico" on Justia Law

Rhonda Stephan as the personal representative of the Estate of Bobby Gene Hicks, appealed an order granting a motion to compel arbitration filed by Millennium Nursing and Rehab Center, Inc. Stephan contends that Hicks, her father, died in 2015 while he was a resident at Millennium Nursing and Rehabilitation Center, a skilled-nursing facility owned and operated by Millennium ("the Rehab Center"). During Hicks's hospitalization at Crestwood Medical Center ("Crestwood"), Stephan signed all the paperwork arranging for her father to be discharged from the hospital and transferred to the Rehab Center; however, she did not hold a power of attorney or other actual legal authority to act on Hicks's behalf or to contract in his name. Hicks did not sign any of the paperwork, but he is named as a party to the contracts included within that paperwork. On October 26, 2015, Hicks was transferred from Crestwood to the Rehab Center. The Alabama Supreme Court concluded Stephan could not be bound to the arbitration provision in her capacity as personal representative to Hicks' estate when she signed the agreement at issue here in her capacity, in what amounted to, Hicks' relative or next friend. View "Stephan v. Millennium Nursing and Rehab Center, Inc." on Justia Law

Having granted Petitioner’s motion for rehearing, the Supreme Court withdrew the judgment and opinion issued on June 1, 2018, holding that the contract in this case arose from a municipality’s performance of a propriety function, so governmental immunity did not apply.After the City of Jacksonville terminated James and Stacy Wasson’s (together, Wasson) leases, Wasson filed this suit alleging that the City breached the lease agreements and seeking declaratory and injunctive relief. The City moved for summary judgment on the grounds that governmental immunity barred Wasson’s claims. The trial court granted the motion. The court of appeals affirmed based on governmental immunity, rejecting Wasson’s argument that the governmental/proprietary dichotomy applies to breach of contract claims. The Supreme Court reversed and remanded, ruling that the dichotomy applies whether a municipality commits a tort or breaches a contract. On rehearing, the Court held (1) the nature of the function the City was performing when it entered into the contract governed the analysis as to whether governmental immunity barred the breach of contract claim; and (2) the City was engaged in a propriety function when it allegedly breached the lease agreements, and therefore, governmental immunity did not bar Wasson’s claims. View "Wasson Interests, Ltd. v. City of Jacksonville, Texas" on Justia Law

Robert Post Johnson and A.V.M., Inc. ("Johnson and A.V.M.") appealed the district court's grant of summary judgment in favor of Statoil Oil & Gas LP and others ("Statoil"). Johnson and A.V.M. argued the district court incorrectly determined the primary three-year terms of two oil and gas leases were extended by continuous drilling operations clauses within the lease agreements. The North Dakota Supreme Court concluded the Pugh clauses in the pertinent leases at issue here were irreconcilable with the habendum and continuous drilling operations clauses, and the Pugh clauses controlled: the Pugh clauses terminated the leases with regard to the disputed units at the end of the primary three-year period because of the lack of oil or gas production in paying quantities within those units. The Court therefore found the district court's determination that the leases could be extended by drilling was not correct. The Supreme Court reversed the judgment of the district court. View "Johnson v. Statoil Oil & Gas LP" on Justia Law

Bolson develops products and processes for use in 3D printing. Soarus is a distributor of specialty polymers, including G-Polymer. In 2009, Bolson and Soarus began discussing Bolson’s acquisition and use of GPolymer in connection with developing a new 3D printing process. Soarus sought to protect its rights in G-Polymer while also allowing for its potential entry into the lucrative 3D printing market. The parties executed a nondisclosure agreement (NDA). Soarus then provided Bolson with confidential information regarding G-Polymer and samples. Shortly after executing the NDA, Bolson filed a provisional patent for the 3D printing process it developed using G-Polymer; the 171 Patent issued in 2013. Soarus claimed that Bolson’s patent application revealed confidential information about G-Polymer, in violation of the NDA. The district court granted Bolson summary judgment, concluding that the plain meaning of the NDA, while conferring generally broad confidentiality protection on Bolson’s use of information about G-Polymer, authorized Bolson to use such confidential information in pursuing a patent in the specific area of the fused deposition method of 3D printing. The Seventh Circuit affirmed. The NDA clearly authorise Bolson to freely patent and protect new applications of GPolymer in the specified 3D printing process, not confined by the NDA’s confidentiality restrictions. View "Soarus L.L.C. v. Bolson Materials International Corp." on Justia Law

Borsheim Builders Supply, Inc., doing business as Borsheim Crane Service, ("Borsheim") appealed a declaratory judgment granting summary judgment to Mid-Continent Casualty Company and dismissing Borsheim's claims for coverage. After review of the facts presented, the North Dakota Supreme Court concluded the district court erred in concluding Construction Services, Inc. ("CSI"), and Whiting Oil and Gas Corporation were not insureds entitled to defense and indemnity under the "additional insured" endorsement in the commercial general liability ("CGL") policy Mid-Continent issued to Borsheim. Furthermore, the Court concluded the court erred in holding Mid-Continent had no duty to defend or indemnify Borsheim, CSI, and Whiting under the CGL policy for the underlying bodily injury lawsuit. View "Borsheim Builders Supply, Inc. v. Manger Insurance, Inc." on Justia Law

Aqua Marine Enterprises, Inc. ("AME"), and AME's chief operating officer and vice president Brent Mitchell appealed a circuit court judgment in favor of K&B Fabricators, Inc. ("K&B"), following a bench trial in a dispute alleging the usurpation of corporate opportunities in the business of fabricating storm shelters. In 2006, Mitchell began discussions with Kendall Blaxton, who owned a welding-supply company used by AME, about starting a storm-shelter-fabrication business in Alabama because Mitchell believed it would be more efficient to deal with a local shelter fabricator. Those discussions led to the formation of K&B, a closely held corporation with three shareholders, Mitchell and two brothers, Kendall and Kenneth Blaxton. From 2006 to mid 2014, all of AME's steel storm-shelter orders were fabricated by K&B. AME entered into a non-compete/non-disclosure agreement with K&B. Kendall testified that in 2009 he and his brother had a dispute about how K&B was being managed, and Kendall ended up buying out Kenneth's ownership interest in K&B. Kendall then owned 90 percent of K&B's stock and Mitchell owned 10 percent. In early 2012, Kenneth formed Compliance Construction with two others; the company was to "take advantage of business opportunties that did not involve storm-shelter fabrication." By 2014, the relationship between AME and K&B had soured, and ended with AME accusing K&B of violating the noncompetition agreement between them. AME contended the trial court erred in concluding K&B did not violate the agreement. The Alabama Supreme Court found that AME failed to demonstrate Compliance's involvement in storm-shelter fabrication constituted a violation by K&B of the noncompetition agreement. The Court affirmed a finding of liability against Mitchell and its imposition of a constructive trust upon AME; the Court also affirmed the ruling in favor of K&B on AME's allegation of breach of the noncompetition agreement. The Court reversed, however, part of the trial court's judgment awarding damages, finding the award was not based upon the profits earned by AME in its fabrication. View "Aqua Marine Enterprises, Inc. v. K&B Fabricators, Inc." on Justia Law

The Supreme Court reversed the judgment of the court of appeals affirming the trial court’s denial of settlement credits in this case, holding that the trial court erred in failing to apply the one-satisfaction rule and therefore erred in denying the nonsettling defendant the settlement credits they sought.Plaintiff sued Defendants alleging, inter alia, breach of loan note and guaranty agreements, fraud, and conspiracy. The jury awarded Plaintiff damages of $2,665,832 and attorney’s fees. In response to Plaintiff’s motion for judgment, Defendants asserted that under the one-satisfaction rule, they were entitled to offset the final judgment by the amounts the four settling defendants paid to Plaintiff. However, the trial court rendered judgment against Defendants for the full jury award. The Supreme Court reversed, holding that Defendants were entitled to reduce the judgment by the total amount of the four settlements Plaintiff received and any applicable interest. View "Sky View at Las Palmas, LLC v. Mendez" on Justia Law

In this civil case, the Supreme Court held that, for purposes of measuring fault under the doctrine of in pari delicto, only the conduct of senior management is imputed to the plaintiff organization.Plaintiff in this case was a college acting through its agents. At issue was whether courts in this case should follow the traditional principles of agency law and impute the wrongdoing of those agents to Plaintiff when determining whether it should be barred from recovery under the in pari delicto doctrine. The trial judge granted summary judgment to Defendant under the doctrine of in pari delicto after imputing to Plaintiff the wrongdoing of an employee who was not a member of senior management. The Supreme Judicial Court vacated the summary judgment order, holding that where summary judgment was granted to Defendant on the sole ground that Plaintiff’s claims were barred under the in pari delicto doctrine, the case must be remanded for consideration of Defendant’s other grounds for summary judgment. View "Merrimack College v. KPMG LLP" on Justia Law