Justia Contracts Opinion Summaries

The Supreme Court vacated the jury’s $2.75 million award for non-economic damages in this legal malpractice and breach of contract case, holding that the case did not qualify as one of the “rare” cases where non-economic damages can be recovered for breach of contract.Plaintiff sued Defendants for legal malpractice, breach of contract, breach of fiduciary duty, and negligent hiring, training, and supervision after Defendants failed to bring Plaintiff’s claim before the statute of limitations ran. The jury found in favor of Plaintiff on each of the claims, awarding her $750,000 in damages for breach of contract and $2.75 million for the emotional distress Plaintiff suffered as the result of the malpractice. The Supreme Court vacated the non-economic damages award, holding that, under either a breach of contract or breach of fiduciary duty theory, the district court erred in upholding the award for emotional distress damages. The Court also vacated the attorney fees award and held that the district court correctly denied Plaintiff’s litigation expenses. View "Gregory & Swapp, PLLC v. Kranendonk" on Justia Law

At issue was when the statute of limitations commences on credit card debt subject to an optional acceleration clause.The Supreme Court held that Mertola LLC’s lawsuit seeking to collect an outstanding credit card debt from Alberto and Arlene Santos (together, Santos) was barred by the six-year statute of limitations pursuant to Ariz. Rev. Stat. 12-548(A)(2), despite the credit card agreement in this case giving the bank the option of declaring the debt immediately due and payable upon default.Santos defaulted on the credit card debt, and Mertola eventually acquired Santos’s debt. Mertola sued for breach of the account agreement, seeking the entire outstanding balance. The superior court granted summary judgment for Santos, concluding that the breaches alleged by Mertola occurred more than six years prior to the filing of this action. The court of appeals reversed, concluding that although the statute of limitations for a missed payment begins to run when the payment is due, the cause of action as to future installments does not accrue until the creditor exercises the acceleration clause. The Supreme Court vacated the court of appeals’ opinion and affirmed the trial court, holding that when a credit card contract contains an optional acceleration clause, a cause of action to collect the entire outstanding debt accrues upon default. View "Mertola, LLC v. Santos" on Justia Law

CGI Technologies and Solutions, Inc. ("CGI"), and Clinton Carter, in his capacity as Director of the Alabama Department of Finance, separately petitioned the Alabama Supreme Court for a writ of mandamus directing the Montgomery Circuit Court to dismiss, for lack of subject-matter jurisdiction, an action filed by Jim Zeigler challenging a contract between CGI and the State of Alabama on the basis that the contract violated Alabama's competitive-bid law. In 1982, the State of Alabama, through the Department of Finance, entered into a software contract with American Management Systems, Inc. ("AMS"), that granted the State a license to install a local-government finance-system package on computers in the Finance Department. There was no dispute that the 1982 contract was competitively bid. In 2004, AMS was acquired by CGI. Over subsequent years, the 1982 contract was amended; Amendment 13 became known as the State of Alabama Accounting Resources System ("STAARS"). The State and CGI entered into four amendments addressing STAARS between March 2014 and September 2015. On March 31, 2017, the State and CGI entered into a letter agreement memorializing an understanding "relative to concluding work" on STAARS. The letter agreement noted that "CGI acknowledges the State's intent to begin transition to an in-house delivery plan or to award a new contract for operational services and support for STAARS within 90 days of the date of this letter, after which, CGI will provide Disengagement Services." Also, the letter agreement recognized a "winding down" of the contractual relationship between CGI and the State, which was to conclude by September 30, 2017. Other than the "winding-down period," the State agreed that "CGI has satisfied its contractual obligations with respect to the STAARS project and software and services provided by CGI under the STAARS Contract." The State contracted for further services from CGI after October 1, 2017, but not extending beyond November 29, 2017. According to Zeigler, in December 2015 he first learned that the amendments authorizing and implementing STAARS had not been competitively bid. CGI filed a motion to dismiss the amended complaint, arguing Zeigler lacked standing to bring this suit, and his statutory authority for his cause of action only allowed as remedy enjoining the contract that violated the competitive-bid law. The circuit court dismissed all but count one of Zeigler's complaint, leading to this request for mandamus relief. Because performance under the 1982 contract, including the STAARS amendments, was complete. the Alabama Supreme Court found there was no performance to enjoin, and no further remedy available to Zeigler for the alleged violation of the Competitive Bid Law. Therefore, the Court agreed with petitioners that Zeigler's claims were moot, and granted the writs. View "Ex parte Carter, in his capacity as Director of Finance for the State of Alabama." on Justia Law

The Supreme Court vacated in part and reversed in part the decision of the circuit court reducing the amount due on a deed of trust note (note) and entering a confessed judgment for the reduced amount without the agreement of Catjen, LLC.Hunter Mill West, L.C. (HMW) executed the note payable to the predecessor in interest to Catjen. HMW failed to repay the note in full by the date of maturity and filed for Chapter 11 bankruptcy protection. Catjen’s predecessor filed a claim for the amount it asserted was due on the note. The bankruptcy court sustained HMW’s objections to the claims and accepted HMW’s calculations. Catjen subsequently foreclosed on the property that was used as collateral for the note. The attorney in fact then confessed judgment against HMW in favor of Catjen. Citing Va. Code 8.01-433, HMW moved to set aside the confessed judgment. The trial court modified the confessed judgment, awarding Catjen the amount based on HMW’s calculations despite Catjen not agreeing to the amount due. The trial court denied the motion. The Supreme Court vacated the confessed judgment and reversed the trial court’s judgment on the amount due, holding that the trial court erred by failing to place this case on the docket for a trial on the merits. View "Catjen, LLC v. Hunter Mill West, L.C." on Justia Law

In 2006, Entertainment USA sold cellular telephones and service contracts in central Pennsylvania through a network of retail dealers. Moorehead, an Indiana company, sought to break into that geographic market by offering dealers the chance to sell Verizon products and services. Without counsel, the two companies signed a two‐page “referral agreement” connecting Moorehead with several Entertainment USA dealers. The agreement promised a “referral fee” for every Verizon activation or upgrade that resulted. Six years later, Entertainment alleged that Moorehead breached the agreement by discontinuing the referral payments. The district court agreed but found that Entertainment failed to prove the amount of its damages with reasonable certainty and awarded no damages. The Seventh Circuit affirmed. Neither side’s estimate of damages contained citations to the docket or trial record, making verification of the underlying methods nearly impossible. Since the court’s liability findings did not accord with the assumptions built into any of the calculations, the parties left the court without reliable guidance in finding a supportable figure somewhere between $20,600 and $2.28 million. View "Entertainment USA, Inc. v. Moorehead Communications, Inc." on Justia Law

At issue was whether a former employee’s (Employee) delay in returning his employer’s (Employer) property excused Employer from paying a commission otherwise due to Employee.The district court concluded that a return-of-property clause in the parties’ employment contract was a condition precedent to Employer’s contractual obligation to pay the residual commission, and therefore, Employer was excused from its obligation to pay that commission. The court of appeals applied Restatement (Second) of Contracts 229 and reversed, determining that a loss of the commission would cause a “disproportionate forfeiture." Therefore, the court held that Employee’s failure immediately to return Employer’s property was excused as a matter of law.The Supreme Court affirmed in part and reversed in part, holding (1) because section 229 reflects this Court’s reluctance to enforce forfeitures, the court of appeals properly looked to it for guidance in resolving this case; but (2) on this record, the materiality and proportionality analysis contemplated by section 229 should not be resolved as a matter of law on appeal, and therefore, a remand is necessary. View "Capistrant v. Lifetouch National School Studios, Inc." on Justia Law

The Supreme Court affirmed the judgment of the district court in this dispute between Associated Management Services, Inc. (AMS) and Daniel R. Ruff and Ruff Software, Inc. (collectively, Ruff) over the parties’ relative rights regarding the web-based payroll processing software, TimeTracker, developed by Ruff and licensed to AMS.The district court granted summary judgment to Ruff on AMS’s claims and granted summary judgment to AMS on Ruff’s counterclaims. The Supreme Court affirmed, holding that the district court (1) did not err in ruling that the 2008 licensing agreement was valid and enforceable and that AMS had no right to TimeTracker other than as provided under the terms of the agreement; (2) correctly granted summary judgment on the Ruff counterclaims for breach of the licensing agreement, tortious conversion, contract and tortious misappropriation of intellectual property, violation of the Montana Uniform Trade Secrets Act, tortious interference with business relations or prospective economic advantage, and unjust enrichment; and (3) did not abuse its discretion in denying Ruff’s second motion to compel or claim for attorney fees. View "Associated Management Services, Inc. v. Ruff" on Justia Law

The First Circuit affirmed the judgment of the district court in favor of Defendant on several of her counterclaims against her business partner (Plaintiff) and awarding Defendant more than $400,000 in damages, ordering her to provide Plaintiff certificates of authenticity for two disputed pieces of artwork, and dismissing several of her remaining counterclaims, holding that there was no error in the district court’s rationale.Unsatisfied with the underlying judgment, Defendant raised a number of issues on appeal. The First Circuit addressed each issue and then affirmed, holding that the record reflected that the district court’s factual findings were supported by the evidence, that the court properly applied the law to the facts, and that it did not abuse its discretion. View "Rojas-Buscaglia v. Taburno-Vasarhelyi" on Justia Law

This is the third appeal that comes to us in this case, which arises out of Patrick and Mary Lafferty’s purchase of a defective motor home from Geweke Auto & RV Group (Geweke) with an installment loan funded by Wells Fargo Bank, N.A. In Lafferty v. Wells Fargo Bank, 213 Cal.App.4th 545 (2013: "Lafferty I"), the Court of Appeal affirmed in part and reversed in part the action brought by the Laffertys against Wells Fargo. Lafferty I awarded costs on appeal to the Laffertys. On remand, the Laffertys moved for costs and attorney fees. The trial court granted costs in part but denied the Laffertys’ request for attorney fees as premature because some causes of action remained to be tried. The Laffertys appealed. In "Lafferty II," the Court of Appeal held the award of costs on appeal did not include an award of attorney fees. Lafferty II also held the Laffertys’ request for attorney fees was prematurely filed. After issuance of the remittitur in Lafferty II, the parties stipulated to a judgment that contained two key components: (1) their agreement the Laffertys had paid $68,000 to Wells Fargo under the loan for the motor home; and (2) Wells Fargo repaid $68,000 to the Laffertys. After entry of the stipulated judgment, the trial court awarded the Laffertys $40,596.93 in prejudgment interest and $8,384.33 in costs. The trial court denied the Laffertys’ motion for $1,980,070 in post-trial attorney fees, $464,220 in post-appeal attorney fees, and $16,816.15 in non-statutory costs. Wells Fargo appealed the award of prejudgment interest and costs, and the Laffertys cross-appealed the denial of their requests for attorney fees and nonstatutory costs. The Court of Appeal concluded resolution of this appeal and cross-appeal turned on the meaning of title 16, section 433.2 of the Code of Federal Regulations, or the "Holder Rule." The Court found the Laffertys were limited under the plain meaning of the Holder Rule to recovering no more than the $68,000 they paid under terms of the loan with Wells Fargo. Consequently, the trial court properly denied the Laffertys’ request for attorney fees and nonstatutory costs in excess of their recovery of the amount they actually paid under the loan to Wells Fargo. In holding the Laffertys were limited in their recovery against Wells Fargo, the Court of Appeal rejected the Laffertys’ claims the Holder Rule violated the First Amendment, due process, or equal protection guarantees of the federal Constitution. However, the Court concluded the trial court did not err in awarding costs of suit and prejudgment interest to the Laffertys. View "Lafferty v. Wells Fargo Bank, N.A." on Justia Law

This case was one in a longstanding dispute between major health services providers operating in Western Pennsylvania: UPE, a/k/a Highmark Health and Highmark, Inc. (collectively, Highmark) and UPMC (University of Pittsburgh Medical Center). Highmark and UPMC separately entered into Consent Decrees with the Commonwealth's Office of Attorney General (OAG). In this case, an issue arose concerning the obligations imposed by the Consent Decrees relative to UMPC's attempt to terminate ten hospital Medicare Acute Care Provider Agreements it had with Highmark. Pertinent here, UPMC's Consent Decree required it to treat Highmark's Medicare Advantage Plan consumers as in-network through the end date of the Consent Decree. UPMC allowed Provider Agreements with Highmark to renew annually in satisfaction of its in-network obligation. UPMC informed Highmark in accordance with the notice provisions, it would terminate the Provider Agreements on December 31, 2018, but would nonetheless continue to comply with all terms and obligations of those agreements through June 30, 2019, pursuant to the Decree runout provision. Highmark filed for an injunction and to hold UPMC in contempt. The Commonwealth granted OAG's petition to enforce, rejecting UPMC's contention that the six-month runout provision of the Provider Agreements satisfied its obligation to remain in "contract" with Highmark. The Pennsylvania Supreme Court reversed, finding the runout provision of the Provider Agreement satisfied UPMC's obligation to contract for in-network access to its facilities for Highmark's MA Plan subscribers through June 30, 2019. View "Pennsylvania v. UPMC, et al" on Justia Law