Justia Contracts Opinion Summaries

The initial six-month agreement between LimeCoral and CareerBuilder specified that all graphic designs created for CareerBuilder would constitute the exclusive property of CareerBuilder and said nothing about renewal fees. After six months, LimeCoral continued to prepare media files incorporating custom graphic designs, typically receiving $3,000 for each new design. As there was no longer a written agreement transferring ownership of the copyright, LimeCoral retained ownership and implicitly granted CareerBuilder a license to use the designs. CareerBuilder argued the license was unconditional and irrevocable; LimeCoral claimed it was subject to CareerBuilder’s alleged agreement to pay an annual renewal fee for every design that CareerBuilder continued to use. LimeCoral sued, alleging breach of copyright and breach of an alleged oral agreement to pay an annual renewal. The district court granted CareerBuilder summary judgment, finding that CareerBuilder had an irrevocable, implied license to use LimeCoral’s designs that was not conditioned upon any agreement to pay LimeCoral renewal fees. The Seventh Circuit affirmed. There was no evidence that would permit the factfinder to conclude that there was an agreement between LimeCoral and CareerBuilder that LimeCoral would be paid a fee for each renewal, and that the implied license LimeCoral granted to CareerBuilder to use the job brandings was subject to that agreement. View "LimeCoral, Ltd. v. CareerBuilder, LLC" on Justia Law

The First Circuit vacated the judgment of the district court dismissing APB Realty, Inc.’s complaint against Georgia-Pacific alleging breach of contract stemming from the failure of a proposed deal concerning the purchase of rail freight cars. The district court dismssed the complaint for failure to state a claim upon which relief could be granted, finding that no contract had been formed between the parties. The First Circuit disagreed, holding that the complaint alleged facts from which the Court could plausibly infer the making and breaking of a contract. The Court remanded the cause for further proceedings. View "APB Realty, Inc. v. Georgia-Pacific LLC" on Justia Law

In 2005, plaintiffs Randy and Linda Tindell bought a single family manufactured home from defendant Linda Murphy for $320,000. Defendant Christine Bradley provided the appraisal. In 2009 the Tindells were unable to refinance the mortgage because it was a manufactured home, not a modular home. The Tindells filed an amended complaint alleging Murphy and Bradley failed to disclose defects in the property and acted in concert with others in order to conceal these defects and profit from the sale of the property. The trial court sustained Murphy’s demurrer without leave to amend. Subsequently, the court granted Bradley’s motion for summary judgment. The Tindells appealed, challenging the court’s sustaining of Murphy’s demurrer and the granting of Bradley’s summary judgment. After review, the Court of Appeal found no reversible error in those judgments, and affirmed the trial court. View "Tindell v. Murphy" on Justia Law

Warrior Met Coal, LLC sued Eickhoff Corporation alleging certain pieces of heavy mining equipment Eickhoff had manufactured and sold to Warrior Coal were defective. Eickhoff subsequently moved the trial court to compel Warrior Coal to arbitrate its claims pursuant to an arbitration provision in contracts executed after the sale of the equipment, not the original purchase-order contracts associated with the allegedly defective equipment. The trial court denied the motion to compel arbitration and Eickhoff appeals. The Alabama Supreme Court determined the breach-of-warranty, breach-of-contract, and products-liability claims asserted by Warrior Coal in its action against Eickhoff were at least arguably connected to the master service agreements inasmuch as those contracts addressed Eickhoff's obligation to provide an employee to assist with the maintenance and operation of the longwall shearers (the allegedly defective equipment). Accordingly, because the parties also agreed in the master service agreements that the AAA commercial arbitration rules would govern any arbitration, and because those rules empowered the arbitrator to decide questions of arbitrability, the trial court erred when it instead at least implicitly resolved the arbitrability issue in favor of Warrior Coal in its order denying Eickhoff's motion to compel. That order was accordingly reversed and the case remanded for the trial court to enter an order granting Eickhoff's motion to compel arbitration and staying proceedings in the trial court during the pendency of the arbitration proceedings. View "Eickhoff Corporation v. Warrior Met Coal, LLC" on Justia Law

Plaintiffs filed suit against Cadrillion, Legacy North Carolina, and James Yuhas, alleging claims for breach of contract, conversion, abuse of process, and unfair and deceptive trade practices. The Fourth Circuit held that, by failing to pay the Call Price owed under the Agreement, Cadrillion breached a duty it assumed only as a result of that contract. Therefore, the economic loss rule applied and Cadrillion and Yuhas were entitled to judgment as a matter of law on plaintiffs' conversion claim. Because the court reversed as to the conversion claim, leaving plaintiffs with only a breach of contract claim, the court must also reverse the punitive damages award. Because the court reversed on the conversion claim and remanded for a new trial on contract damages, the results obtained and extent to which plaintiffs prevailed may substantially change. Therefore, the court vacated the district court's grant of attorneys' fees and remanded for the district court to reassess the proper amount of fees. The court also held that the district court did not err in granting judgment as a matter of law in favor of Cadrillion and Yuhas on the abuse of process claim. Finally, the court affirmed the district court's judgment on the abuse of process and unfair and deceptive trade practices claim. View "Legacy Data Access, Inc. v. Cadrillion, LLC" on Justia Law

Nielsen Contracting, Inc. and T&M Framing, Inc. (collectively Nielsen) sued several entities (defendants) alleging these entities fraudulently provided workers' compensation policies to Nielsen that were illegal and contained unconscionable terms. Defendants moved to compel arbitration and stay the litigation under an arbitration provision in one defendant's contract, titled Reinsurance Participation Agreement (RPA). Nielsen opposed the motion, asserting the arbitration provision and the provision's delegation clause were unlawful and void. After briefing and a hearing, the trial court agreed and denied defendants' motion. Defendants appealed, arguing: (1) the arbitrator, and not the court, should decide the validity of the RPA's arbitration agreement under the agreement's delegation clause; and (2) if the court properly determined it was the appropriate entity to decide the validity of the delegation and arbitration provisions, the court erred in concluding these provisions are not enforceable. The Court of Appeal rejected these contentions and affirmed. View "Nielsen Contracting, Inc. v. Applied Underwriters, Inc." on Justia Law

Under New York law, a plaintiff asserting claims of misappropriation of a trade secret, unfair competition, and unjust enrichment may not recover damages that are measured by the costs the defendant avoided due to its unlawful activity because, under the common law, compensatory damages must return the plaintiff, as nearly as possible, to the position it would have been in had the wrongdoing not occurred, but no more.This case was tried in federal court on three theories of trade secret theft, unfair competition and unjust enrichment. The jury returned a verdict for Plaintiff. The United States Court of Appeals for the Second Circuit asked the Court of Appeals to resolve three questions of New York’s law relating to damages, specifically, whether, as a matter of law, any plaintiff may recover a defendant’s avoided costs on one or another of these three theories of liability. The Court of Appeals held that, in any of these three actions, a plaintiff may not elect to measure its damages by the defendant’s avoided costs in lieu of its own losses. View "E.J. Brooks Co. v. Cambridge Security Seals" on Justia Law

At issue was the proper construction of the termination for convenience clause in a contract between the Massachusetts Bay Transportation Authority (MBTA) and A.L. Prime Energy Consultant, Inc. (Prime).The Supreme Judicial court held (1) a State or municipal entity may terminate a procurement contract for its convenience in order to achieve costs savings where, as in this case, the contractual language permits and in the absence of contrary applicable law; and (2) the superior court judge erred in denying MBTA’s motion to dismiss Prime’s complaint on the ground that a public entity may not invoke a termination for convenience clause in a State or municipal public procurement contract in order to secure a lower price. View "A.L. Prime Energy Consultant, Inc. v. Massachusetts Bay Transportation Authority" on Justia Law

Smoky II filed a breach of contract suit against the city when it did not receive payment from the city on invoices related to curtailed energy (wind energy that was not actually produced because the producer was directed to reduce production). The Eighth Circuit affirmed the district court's judgment and held that the parties' contract provided that the city could be billed for economic curtailments; the district court did not err in holding the city liable for certain charges that it found to be "timely-billed;" the plain language of the Renewable Energy Purchase Agreement (REPA) supported the district court's interpretation of the meaning of "Emergency Curtailment;" the trial evidence clearly supported the district court's rejection of the city's theory regarding over-allocation of energy; and Smoky II waived the issue of substantial performance. View "Smoky Hills Wind Project II v. Independence, Missouri" on Justia Law

The Supreme Court affirmed in part and reversed and remanded in part the decision of the district court granting summary judgment to Anethesiology Consultants of Cheyenne, LLC (ACC) on its breach of fiduciary duty claim and on Dr. Ronald Stevens’ defamation counterclaim.ACC filed suit against Dr. Stevens and Cassandra Rivers alleging nine causes of action. Dr. Stevens counterclaimed against the members of ACC, alleging several causes of action, including defamation. The district court granted summary judgment for ACC on its first three causes of action and granted summary judgment for the counterclaims defendants on all of Dr. Stevens’ counterclaims. On appeal, the Supreme Court held (1) summary judgment was improperly granted on the fiduciary duties claims; (2) summary judgment was properly granted on the defamation counterclaim; and (3) the trial court erred in excluding certain email evidence. View "Stevens v. Anesthesiology Consultants of Cheyenne, LLC" on Justia Law