Justia Contracts Opinion Summaries

Plaintiff YDM Management Company, Inc. (YDM) appeals from a judgment of the trial court in favor of defendant Sharp Community Medical Group, Inc. (Sharp), after Sharp successfully moved for summary judgment of YDM's operative complaint. YDM purchased accounts receivable from Doctors Express, a company that operated urgent care facilities in San Diego, for services rendered to Sharp managed care members. In its role as an Independent Practice Association (IPA), Sharp provided health insurance to its managed care members, and paid claims for services provided to its members. At the time that it provided the services at issue to Sharp members, Doctors Express did not have a preferred provider contract with Sharp. Providers without a contract with an IPA were reimbursed for nonemergency medical services provided to the IPA's members at amounts significantly less than the "reasonable and customary value for the health care services rendered." However, an IPA such as Sharp was required by regulation to reimburse out of network providers for the full "reasonable and customary value" for any emergency medical services provided to its members. As the assignee of Doctors Express, YDM filed this lawsuit seeking additional reimbursement from Sharp for services provided by Doctors Express to members of Sharp's health plan, beyond the amount that Sharp had already reimbursed Doctors Express for those services. The trial court granted summary judgment in favor of Sharp. On appeal, YDM contended the trial court erred in granting summary judgment in Sharp's favor based on the declaration of a Sharp employee, and that the court erred in failing to give adequate consideration to the declaration of YDM's expert in concluding that there was no triable issue of material fact. The Court of Appeal concluded the trial court did not err in granting summary judgment in favor of Sharp. View "YDM Management Co., Inc. v. Sharp Community Med. etc." on Justia Law

The Court of Chancery granted Defendants’ motion to dismiss Plaintiff’s claims for breach of fiduciary duty, waste, and unjust enrichment and dismissed the complaint with prejudice as to the named plaintiff because the claims were released as a part of a settlement agreement.Plaintiff brought these claims derivatively on behalf of Viacom Inc. challenging Viacom’s payment of approximately $13 million of compensation to its founder and then-chairman from 2014 to 2016 when Viacom’s directors purportedly knew that he was incapacitated and incapable of doing his job. The Court of Chancery held that the plain terms of the release in the settlement agreement entered into by Viacom in 2016 barred litigation of the derivative claims asserted in this case. View "Feuer v. Dauman" on Justia Law

The First Circuit affirmed the district court’s dismissal of Insurance Brokers West, Inc.’s (IBW) complaint alleging breach of contract against Liquid Outcome, LLC, f/k/a Astonish Results, LLC (Astonish) for failure to meet the amount-in-controversy requirement for diversity jurisdiction under 28 U.S.C. 1332. In its amended complaint, IBW estimated its damages as exceeding $140,000. The district court dismissed the complaint, finding that IBW’s claims did not exceed $75,000, and therefore, IBW failed to meet the amount-in-controversy requirement for diversity jurisdiction. The First Circuit affirmed, holding that it was certain as a matter of law that IBW could not recover more than $75,000. View "Insurance Brokers West, Inc. v. Liquid Outcome, LLC" on Justia Law

A jury awarded Ausbern Construction Company, Inc. (Ausbern) a verdict of $182,500 against Chickasaw County Engineer Edward Springer in his individual capacity for tortious interference with a road-construction contract. On appeal, the Mississippi Court of Appeals reversed the monetary judgment and rendered judgment in favor of Springer, holding the element of tortious interference that constitutes malice was not satisfied because Springer’s actions were not without right or justifiable cause. Though the lack of evidence demonstrating malice was dispositive to the decision to reverse and render, a majority of the Court of Appeals alternatively held that Ausbern’s claim against Springer had implicated the Mississippi Tort Claims Act and the trial court had erred by failing to grant Springer’s motion to dismiss due to lack of presuit notice. The Mississippi Supreme Court concluded the record did not support the Court of Appeals’ conclusion that Springer raised the issue of presuit notice in his motion to dismiss. Although Springer raised lack of notice as an affirmative defense in his answer to Ausbern’s first amended complaint, he simply argued that he was entitled to immunity in support of his motion to dismiss. The Court did not disturb the dispositive holding reached by the Court of Appeals resulting in the rendered judgment in favor of Springer; the Supreme Court granted certiorari review to resolve the Court of Appeals’ perceived conflict between Zumwalt v. Jones County Board of Supervisors, 19 So. 3d 672 (Miss. 2009), and Whiting v. University of Southern Mississippi, 62 So. 3d 907 (Miss. 2011). "Whiting" did not overrule, sub silentio, "Zumwalt" as the Court of Appeals presumed in reaching its alternative holding. The Supreme Court overruled Whiting to the extent it held that a claim for tortious interference with a contract was subject to presuit notice requirements of the Tort Claims Act. Ausbern’s claim against Springer in his individual capacity for tortious interference with the contract did not trigger the presuit notice requirements of the Tort Claims Act. View "Springer v. Ausbern Construction Co., Inc." on Justia Law

Collins, who worked as a Mary Kay beauty consultant in New Jersey, brought a putative class action, claiming that Mary Kay policies and practices violated the New Jersey Wage Payment Law. Mary Kay, a Texas-based company, moved to dismiss on forum non conveniens grounds, relying on written agreements that set forth the parties’ relationship. Both contained forum selection clauses specifying that legal claims would be submitted to Texas state court and contained choice-of-law clauses stating that Texas law would apply. The district court granted Mary Kay’s motion. The Third Circuit affirmed. Although Collins argued that her claims fell outside the scope of the forum-selection clause, Texas contract law applies to govern the interpretation of that clause. The parties have a substantial relationship to the state of Texas and there is no evidence New Jersey has a “materially greater interest” in the application of its own contract law to the interpretation of the forum selection clauses, or that application of Texas contract law to interpret the scope of the forum selection clauses would offend the “fundamental policy” of New Jersey. View "Collins v. Mary Kay Inc" on Justia Law

The Eighth Circuit affirmed the district court's denial of plaintiff's motion for leave to amend and granted summary judgment dismissing plaintiff's sole claim remaining on remand -- that American Century breached the implied covenant of good faith and fair dealing by taking discretionary action to retaliate in violation of public policy. The court held that the Supreme Court of Missouri's decision in Bishop & Assocs., LLC, v. Ameren Corp., 520 S.W.3d 463 (Mo. banc. 2017), limits plaintiff's claim for breach of American Century's implied covenant of good faith and fair dealing to the "reasonable expectation" ground that was dismissed with prejudice in Kmak I. The court also held that the district court did not abuse its discretion in determining that plaintiff failed to show good cause to amend. View "Kmak v. American Century Co." on Justia Law

Under the circumstances of this case, the mere commencement of an action seeking “rescission and/or reformation” of a contract does not constitute an anticipatory breach of such agreement.Plaintiff agreed to purchase certain property from Defendants. The contract was subsequently amended. Plaintiff later commenced this action seeking specific performance absent the amendments on the ground that the amendments were executed based on Defendants’ alleged misrepresentations. Defendants asserted various counterclaims. Plaintiffs’ causes of action were eventually dismissed. Supreme Court granted summary judgment for Defendants on their counterclaims, concluding that the contract had “expired by its terms” and that Plaintiff” materially breached the contract.” The Appellate Division affirmed, concluding that a rescission action unequivocally evinces a plaintiff’s intent to disavow its contractual obligations, and therefore, the commencement of such an action before the date of performance constitutes an anticipatory breach. The Court of Appeals reversed, holding that the commencement of this action did not reflect a repudiation of the contract. View "Princes Point LLC v. Muss Development LLC" on Justia Law

Joan Hallin, John Hallin and Susan Bradford (collectively Hallin and Bradford) appeal from a judgment in favor of Inland Oil & Gas Corporation. In 2007, Hallin and Bradford each leased to Inland mineral interests they owned in 160 acres of land in Mountrail County. The leases provided Hallin and Bradford leased to Inland "all that certain tract of land situated in Mountrail County." Hallin and Bradford, along with members of their extended family, owned a fraction of the minerals in the entire 160 acres. On the basis of irregularities in the chain of title, it was unclear whether Hallin and Bradford collectively owned sixty net mineral acres or eighty net mineral acres when the parties executed the leases. Hallin and Bradford believed they owned sixty net mineral acres and their relatives owned sixty acres. When Hallin and Bradford executed the leases, they also received payment drafts for a rental bonus showing they each leased thirty acres to Inland. The leases provide royalty compensation based upon the number of net mineral acres. The North Dakota Supreme Court decided Hallin and Bradford collectively owned eighty net mineral acres and their relatives owned forty net mineral acres. Inland and Hallin and Bradford disagreed whether the leases covered all of Hallin and Bradford's mineral interests. Hallin and Bradford sued Inland, arguing they leased sixty acres and the remaining twenty acres were not leased. Inland argued Hallin and Bradford leased eighty acres because the leases cover all of their mineral interests. The district court granted summary judgment to Inland, concluding the leases were unambiguous and that "as a matter of law, the Hallins and Bradford leased to Inland whatever interest they had in the subject property at the time the leases were executed." Finding no reversible error in that judgment, the North Dakota Supreme Court affirmed. View "Hallin v. Inland Oil & Gas Corporation" on Justia Law

HCG Platinum, LLC ("HCG") and Preferred Product Placement Corporation (“PPPC”) entered into a Marketing Agreement under which PPPC agreed to place HCG products into specified retailers in exchange for a percentage of the proceeds. Shortly thereafter, HCG filed the underlying breach-of-contract action against PPPC, seeking compensatory damages for PPPC’s alleged breaches and a declaratory judgment that HCG properly terminated the Marketing Agreement on account of these breaches. PPPC counterclaimed for breach of contract and asserted third-party contract claims against individuals and entities associated with HCG. Prior to trial, HCG moved to preclude PPPC from presenting evidence of damages, asserting that PPPC’s initial (and never supplemented) disclosures provided an insufficient description and computation of PPPC’s damages theory. Finding PPPC’s initial disclosures insufficient and its request to compel discovery untimely, the district court excluded the damages evidence from PPPC’s disclosures. Exclusion of that evidence, in turn, necessarily barred PPPC from pursuing its counterclaims, and the district court subsequently entered judgment against PPPC on that basis. PPPC appealed, arguing that the district court abused its discretion by imposing a discovery sanction that carried the force of dismissal, despite the fact that its discovery shortcomings resulted in only minimal and curable prejudice to HCG. After review, the Tenth Circuit reversed the district court’s judgment in favor of HCG on PPPC’s counterclaims ​and remanded for the district court to reconsider the exclusion of PPPC’s damages evidence under an analysis that considers, among other things, the availability of lesser sanctions. View "HCG Platinum v. Right Way Nutrition" on Justia Law

The Supreme Court reversed the circuit court’s grant of summary judgment in favor of Respondents in this action in which Respondents added Petitioner as a defendant. Respondents settled a lawsuit against certain companies (the Brozik companies) for failing to pay the purchase price under an agreement to buy the assets of Respondents’ business. The circuit court later awarded Respondents $47,184 to be paid by the Brozik companies based upon the cessation of payments pursuant to the settlement. This judgment became a lien. The assets of one of the Brozik companies was then sold to Petitioner, and Respondents amended their complaint to add Petitioner as a defendant. In reversing the circuit court's judgment, the Supreme Court held that Respondents did not satisfy their burden of showing the absence of any genuine issues of material fact, and therefore, summary judgment should not have been granted. View "Kourt Security Partners, LLC v. Judy's Locksmiths, Inc." on Justia Law