Justia Contracts Opinion Summaries

Plaintiffs failed to state claims for tortious interference with contract, misappropriation of trade secrets, unfair and deceptive practices, civil conspiracy, and unjust enrichment sufficient to survive Defendants’ motion to dismiss pursuant to N.C. R. Civ. P. 12(b)(6).After Plaintiffs asserted various causes of action against Defendants, including the "Metropolitan defendants" and "dancer defendants," the Metropolitan defendants and dancer defendants filed motions to dismiss the amended complaint in its entirety pursuant to Rule 12(b)(6). The business court granted the motion to dismiss as to all of Plaintiffs’ claims except for the claims for breach of contract, fraudulent misrepresentation, unjust enrichment, and punitive damages against the dancer defendants. The Supreme Court affirmed as modified, holding (1) Plaintiffs failed to state valid claims for forties interference with contract, unfair and deceptive practices, and unjust enrichment against the Metropolitan defendants; (2) Plaintiffs failed to state valid claims for misappropriation of trade secrets and civil conspiracy against all defendants. View "Krawiec v. Manly" on Justia Law

In this billing dispute between a general contractor, Dudley Construction, Ltd., and a pipe supplier, ACT Pipe and Supply, Inc., the Supreme Court affirmed the judgment of the court of appeals in part and reversed it in part, holding (1) in defending a favorable judgment notwithstanding the jury’s verdict, ACT successfully raised a “cross-point” in the court of appeals that preserved an alternative argument proscribing the jury’s original verdict, even though ACT did not formally label its argument a “cross-point”; and (2) attorney’s fees are not recoverable for a claim brought under the Texas Construction Trust Fund Act. The Court remanded this case to the trial court for further proceedings. View "Dudley Construction, Ltd. v. ACT Pipe & Supply, Inc." on Justia Law

At issue was what sort of “specific agreement” is required under DiLullo v. Joseph, 792 A.2d 819 (Conn. 2002), to overcome DiLullo’s presumption that a landlord’s insurer has no right of subrogation to bring an action against a tenant for damage the tenant caused to the rented property.The lower courts in this case concluded that it was sufficient for the lease to allocate to the tenant responsibility for damage caused by the tenant and to require the tenant to obtain insurance even without a specific agreement authorizing subrogation. The Supreme Court affirmed, holding (1) an express agreement that the tenant will bear responsibility for his or her negligence and needs to obtain his or her own insurance to cover that responsibility is the kind of “specific agreement” that will overcome DiLullo’s presumption against subrogation; and (2) the parties in this case made a specific agreement sufficient to overcome the application of DiLullo’s presumption against subrogation, and allowing subrogation was fair and consistent with the doctrine of equitable subrogation. View "Amica Mutual Insurance Co. v Muldowney" on Justia Law

The Eighth Circuit affirmed the district court's grant of American Piping's motion to dismiss the complaint in an action filed by Morgantown for breach of implied warranties. The court held that Morgantown failed to state a breach of warranty claim on which relief could be granted. In this case, the Terms & Conditions of the contract at issue included an express disclaimer of warranties, and Morgantown did not challenge the validity or enforceability of the express disclaimer. View "Morgantown Machine & Hydraulics of Ohio v. American Piping Products, Inc." on Justia Law

In this dispute over contractual provision in a real estate purchase agreement (agreement) allocating future development rights for properties located near a new Metro rail station, the circuit court did not err in dismissing RECP IV WG Land Investors LLC’s (WG Land) suit against Capital One Bank (USA), N.A. (Capital One).WG Land, an assignee of certain rights of the seller under the agreement, sued Capital One, the assignee of the purchaser, alleging that Capital One breached the agreement and certain related covenants by developing the property acquired under the agreement without conveying a portion of floor area ratio rights to WG Land. The circuit court ultimately all three counts in the complaint and awarded attorney’s fees and costs to Capital One. The Supreme Court affirmed, holding that the circuit court did not err in sustaining Capital One’s demurrer as to Count I, sustaining Capital One’s plea in bar and granting its motion for summary judgment as to Counts II and III, and awarding attorney’s fees and costs to Capital One. View "RECP IV WG Land Investors LLC v. Capital One Bank" on Justia Law

The Eighth Circuit affirmed the district court's grant of summary judgment to the City and ImOn in an action brought by Mediacom, seeking declarations that certain resolutions were void and that the City could not permit a potential cable provider to construct a "cable system" without acquiring a cable franchise. Mediacom also alleged contract violations, tortious interference, civil conspiracy, and Equal Protection violations, all depending on whether ImOn could lawfully build a fiber-optic network without a franchise. The court held that ImOn's fiber-optic network was not a "cable system," because ImOn has not provided or proposed to provide cable services. Therefore, the agreements at issue authorizing ImOn's construction of a fiber-optic network were not a de facto cable franchise. In regard to Mediacom's equal protection claim, the court also held that the district court properly concluded that ImOn and Mediacom were not similarly situated because only Mediacom was a cable provider in the City, and the district court did not abuse its discretion in denying Mediacom's motion for discovery. View "MCC Iowa v. Iowa City" on Justia Law

The Supreme Court affirmed the order of the district court staying proceedings and compelling Investors to submit all asserted claims against FSC Securities Corp. (FSC) and Rocky Mountain Financial Advisors, LLC and Eric Roshoven (collectively, RMF) to arbitration.On the recommendation of RMF brokers and advisors, Investors purchased securities in Invizeon Corporation through FSC. After Invizeon failed, Investors sued FSC and RMF, alleging that FSC failed adequately to supervise its registered RMF representatives and that RMF wrongfully induced Investors to invest in Invizeon on various grounds. FSC and RMF moved to stay proceedings and compel arbitration before the Financial Industry Regulatory Authority (FINRA). After a hearing, the district court issued an order compelling Investors to submit their claims to arbitration as provided in FSC customer agreement forms. The Supreme Court affirmed, holding that the district court (1) did not err in concluding that Investors knowingly, voluntarily, and intelligently assented to the terms of the standard-form arbitration agreements and validly waived their Montana constitutional rights to full legal redress and jury trial; (2) correctly concluded that the standard-form FSC arbitration agreements were not unconscionable; and (3) correctly compelled Investors to submit their claims against FSC and RMF to arbitration. View "Lenz v. FSC Securities Corp." on Justia Law

The Supreme Court affirmed the order of the district court staying proceedings and compelling Investors to submit all asserted claims against FSC Securities Corp. (FSC) and Rocky Mountain Financial Advisors, LLC and Eric Roshoven (collectively, RMF) to arbitration.On the recommendation of RMF brokers and advisors, Investors purchased securities in Invizeon Corporation through FSC. After Invizeon failed, Investors sued FSC and RMF, alleging that FSC failed adequately to supervise its registered RMF representatives and that RMF wrongfully induced Investors to invest in Invizeon on various grounds. FSC and RMF moved to stay proceedings and compel arbitration before the Financial Industry Regulatory Authority (FINRA). After a hearing, the district court issued an order compelling Investors to submit their claims to arbitration as provided in FSC customer agreement forms. The Supreme Court affirmed, holding that the district court (1) did not err in concluding that Investors knowingly, voluntarily, and intelligently assented to the terms of the standard-form arbitration agreements and validly waived their Montana constitutional rights to full legal redress and jury trial; (2) correctly concluded that the standard-form FSC arbitration agreements were not unconscionable; and (3) correctly compelled Investors to submit their claims against FSC and RMF to arbitration. View "Lenz v. FSC Securities Corp." on Justia Law

Insight Equity, a private-equity firm headquartered in Southlake, Texas, purchased Berry Family Nurseries, a nationwide wholesale nursery company headquartered in Tahlequah, Oklahoma, for $160 million. The Purchase Agreement entered into by the parties contained a Texas choice-of-law provision. The Agreement also contained a five-year non-compete provision, prohibiting the owners of Berry Family Nurseries, Bob Berry and Burl Berry, from owning a competing wholesale nursery company for five years. Park Hill Nursery, a nursery also located in Tahlequah, and owned by the Berrys, was not included in the Agreement, but the Agreement allowed the Berrys to continue to own and operate Park Hill Nursery so long as it did not compete with the newly formed BFN Operations. The parties performed under the terms of the Agreement for approximately three years until the Berrys, through Park Hill Nursery, began selling to several of BFN's largest customers. The Berrys sought a declaration that the restrictive covenants were unenforceable and void under Oklahoma law. BFN filed a counterclaim, seeking injunctive relief and monetary damages for the Berrys' breach of the covenants. Upon review, the Oklahoma Supreme Court concluded the Texas choice-of-law provision was valid, and the non-compete was enforceable under Texas law. The Berrys breached the non-compete, and Park Hill Nursery tortiously interfered with the parties' Agreement. BFN was entitled to injunctive relief through December 7, 2015, and was also entitled to monetary damages. The trial court's determination that BFN was entitled to attorney's fees was not a final judgment, and appeal of that issue was deemed premature. View "Berry & Berry Acquisitions v. BFN Properties" on Justia Law

Insight Equity, a private-equity firm headquartered in Southlake, Texas, purchased Berry Family Nurseries, a nationwide wholesale nursery company headquartered in Tahlequah, Oklahoma, for $160 million. The Purchase Agreement entered into by the parties contained a Texas choice-of-law provision. The Agreement also contained a five-year non-compete provision, prohibiting the owners of Berry Family Nurseries, Bob Berry and Burl Berry, from owning a competing wholesale nursery company for five years. Park Hill Nursery, a nursery also located in Tahlequah, and owned by the Berrys, was not included in the Agreement, but the Agreement allowed the Berrys to continue to own and operate Park Hill Nursery so long as it did not compete with the newly formed BFN Operations. The parties performed under the terms of the Agreement for approximately three years until the Berrys, through Park Hill Nursery, began selling to several of BFN's largest customers. The Berrys sought a declaration that the restrictive covenants were unenforceable and void under Oklahoma law. BFN filed a counterclaim, seeking injunctive relief and monetary damages for the Berrys' breach of the covenants. Upon review, the Oklahoma Supreme Court concluded the Texas choice-of-law provision was valid, and the non-compete was enforceable under Texas law. The Berrys breached the non-compete, and Park Hill Nursery tortiously interfered with the parties' Agreement. BFN was entitled to injunctive relief through December 7, 2015, and was also entitled to monetary damages. The trial court's determination that BFN was entitled to attorney's fees was not a final judgment, and appeal of that issue was deemed premature. View "Berry & Berry Acquisitions v. BFN Properties" on Justia Law