Justia Contracts Opinion Summaries

Freight entering the port of Savannah was trucked to Schneider Logistic’s building, unloaded on one side, sorted, and reloaded on the other side of the building onto outgoing trucks; such reloading is called “cross-docking.” Scheider hired Prime to do the cross‐docking work. Prime was usually not paid timely and not paid enough to break even. Prime complained about that and about a lack of communication from Schneider concerning assignments. Schneider’s failed, without explanation, to pay Prime $82,464.71 for services rendered. Prime removed its employees from Schneider’s Savannah building; and filed suit for $289,059.95. Schneider responded that Prime’s repudiation of the contract had caused Schneider damages of $853,401.49. A jury found that Prime had repudiated its contract but that Schneider had no damages. Schneider successfully sought a new trial under FRCP 59, limited to damages, in the “interest of justice.” A second jury awarded Schneider $853,401.49. reduced to $564,341.54. The Seventh Circuit vacated. A rational jury could find that a zero damages award would fairly compensate Schneider. The first jury may have concluded that Schneider had failed to mitigate its damages by paying Prime what it owed, “peanuts” to such a large firm as Schneider.. In the second trial, the judge arbitrarily excluded evidence favorable to Prime. View "Prime Choice Services Inc. v. Schneider Logistics Transloading & Distribution, Inc." on Justia Law

In these consolidated cases (Garner and Kawashima), the Supreme Court held that the circuit court erred in determining that Regulation 5203 was a Haw. Rev. Stat. chapter 91 rule and in granting summary judgment in favor of Plaintiffs for their hourly back wages contract claims. Further, the court erred in finding in the Garner case that Plaintiffs were entitled to interest on their per diem and hourly back wages under Haw. Rev. Stat. 103-10.Plaintiffs in both cases - substitute and part-time temporary teachers (PTTs) who were employed by the State, Department of Education (DOE) - claimed they were underpaid by the State. In Garner, the circuit court awarded hourly back wages to Plaintiffs who worked in a part-time capacity and also awarded interest on both the per diem and hourly back wages owed. In Kawashima, the circuit court awarded the PTTs hourly back wages but ruled that the PTTs were not entitled to interest on their unpaid hourly wages. The Supreme Court reversed the judgment in Garner and affirmed in part and reversed in part the judgment in Kawashima, holding that Plaintiffs were not entitled to hourly back wages or interest on any back wages, whether per diem or hourly, under section 103-10. View "Kawashima v. State, Department of Education" on Justia Law

Lexington Insurance denied a claim by its insured, Double D Warehouse, for coverage of Double D’s liability to customers for contamination of warehoused products. One basis for denial was that Double D failed to document its warehousing transactions with warehouse receipts, storage agreements, or rate quotations, as required by the policies. PQ was a customer of Double D whose products were damaged while warehoused there. PQ settled its case against Double D by stepping into Double D’s shoes to try to collect on the policies. PQ argued that there were pragmatic reasons to excuse strict compliance with the policy’s terms. The Seventh Circuit affirmed summary judgment in favor of Lexington. PQ accurately claimed that the documentation Double D actually had (bills of lading and an online tracking system) should serve much the same purpose as the documentation required by the policies (especially warehouse receipts), but commercially sophisticated parties agreed to unambiguous terms and conditions of insurance. Courts hold them to those terms. To do otherwise would disrupt the risk allocations that are part and parcel of any contract, but particularly a commercial liability insurance contract. PQ offered no persuasive reason to depart from the plain language of the policies. View "PQ Corp. v. Lexington Insurance Co." on Justia Law

Bishop & Associates, LLC (B&A) filed an action against Ameren Corp. and others (collectively, Ameren and the supervisors) alleging wrongful discharge in violation of public policy and other claims after Ameren terminated its relationship with B&A. The circuit court entered summary judgment for Ameren and the supervisors on all counts. The Supreme Court affirmed, holding (1) Missouri does not recognize a cause of action for wrongful discharge in violation of public policy for independent contractors; (2) the circuit court did not err in granting summary judgment to the defendants on B&A’s claim of breach of the implied covenant of good faith and fair dealing; (3) Missouri case law does not support breach of contract claim for wrongful termination in violation of public policy; and (4) the circuit court did not err in entering summary judgment on B&A’s tortious interference with a business expectancy claim. View "Bishop & Associates, LLC v. Ameren Corp." on Justia Law

Chicago Bridge & Iron Company N.V. (“Chicago Bridge”) and Westinghouse Electric Company (“Westinghouse”) had an extensive collaboration and complicated commercial relationship involving the construction of nuclear power plants by Chicago Bridge’s subsidiary, CB&I Stone & Webster, Inc. (“Stone”). As delays and cost overruns mounted, this relationship became contentious. To resolve their differences, Chicago Bridge agreed to sell Stone to Westinghouse. The purchase agreement was unusual in a few key respects: (1) the purchase price at closing by Westinghouse was set in the contract at zero ; and (2) Westinghouse agreed that its sole remedy if Chicago Bridge breached its representations and warranties was to refuse to close, and that Chicago Bridge would have no liability for monetary damages post-closing (the “Liability Bar”). In contesting Chicago Bridge’s calculation of the Final Purchase Price, Westinghouse asserted that Chicago Bridge (which had been paid zero at closing and had invested approximately $1 billion in the plants in the six months leading to the December 31, 2015 closing) owed it nearly $2 billion. Westinghouse conceded the overwhelming percentage of its claims were based on the proposition that Chicago Bridge’s historical financial statements (the ones on which Westinghouse could make no post-closing claim) were not based on a proper application of generally accepted accounting principles (“GAAP”). Chicago Bridge and Westinghouse unsuccessfully attempted to resolve their differences. But, once it was clear that Westinghouse would seek to have the Independent Auditor review Chicago Bridge’s accounting practices, Chicago Bridge filed this action seeking a declaration that Westinghouse’s changes based on assertions that Stone’s financial statements and accounting methodologies were not GAAP compliant were not appropriate disputes for the Independent Auditor to resolve when those changes were, in essence, claims that Chicago Bridge breached the Purchase Agreement’s representations and warranties and therefore were foreclosed by the Liability Bar. Westinghouse moved for judgment on the pleadings, arguing that the Purchase Agreement established a mandatory process for resolving the parties’ disagreements. The Court of Chancery ruled in favor of Westinghouse, reading the process the Purchase Agreement set out for calculating certain payments (called the “True Up”) as providing Westinghouse with a wide-ranging right to challenge any accounting principle used by Chicago Bridge. The Delaware Supreme Court concluded the Court of Chancery erred in interpreting the Purchase Agreement this way. The Court therefore reversed and required entry of a judgment on the pleadings for Chicago Bridge. View "Chicago Bridge & Iron Company N.V. v. Westinghouse Electric Co." on Justia Law

The Eighth Circuit affirmed the district court's order compelling arbitration and dismissing plaintiff's case without prejudice where he alleged violations of minimum wage laws, as well as fraud. In this case, plaintiff signed a Volunteer Release, Waiver and Indemnification Agreement when he volunteered as a concession worker for a fundraiser. The court held that the agreement was not unconscionable under Missouri law because the agreement was easy to understand, with no evidence that it was non-negotiable. Furthermore, the agreement did not lack consideration where the consideration was that plaintiff was giving up his right to sue in return for his opportunity to volunteer and DNCS's contribution to Washington University, something neither was legally bound to do. Finally, the underlying factual allegations were covered by the arbitration provision. View "Leonard v. Delaware North Companies Sport Service, Inc." on Justia Law

Great Lakes Brewing sought to end its relationship with one of its distributors, Glazer’s., after it executed a corporate merger without seeking Great Lakes’ consent, as required by their contract. Glazer’s successor corporation sought to preliminarily enjoin the impending termination, arguing that the contract’s consent requirement was invalid under the Ohio Alcoholic Beverages Franchise Act, Ohio Rev. Code 1333.82–87. The district court agreed and found that the remaining equities weighed in favor of granting the preliminary injunction. The Sixth Circuit reversed. Because the parties’ consent provision is valid under state law, the distributor had no likelihood of success on the merits. Far from prohibiting such provisions section 1333.84(F) actually anticipates that parties will include such provisions in their written franchise agreements; the fact that it requires manufacturers to “act in good faith in accordance with reasonable standards for fair dealing” regarding the sale of a distributor’s business necessarily implies that manufacturers can have a say over the transaction. View "Southern Glazer's Distributors of Ohio, LLC v. Great Lakes Brewing Co." on Justia Law

The Supreme Court reversed in part the judgment of the Appellate Court, which reversed the judgment of the trial court in favor of Defendant on both Plaintiff’s complaint seeking recovery on six promissory notes and on Defendant’s counterclaim alleging a violation of the Connecticut Unfair Trade Practices Act (CUTPA). On appeal, Plaintiff challenged only the scope of the Appellate Court’s remand order, arguing that the court erred in ordering a new trial rather than restricting the remand proceedings to a hearing in damages. The Supreme Court reversed the judgment of the Appellate Court in part, holding that a new trial was unnecessary because Defendant lacked standing to pursue a claim alleging a violation of CUTPA. View "Channing Real Estate, LLC v. Gates" on Justia Law

Girdwood Mining Company transferred stock and mineral royalty interests to Comsult LLC pursuant to a contract between the parties. Girdwood Mining later refused to perform its obligations with respect to the stock and royalty interests, arguing that the contract transferring the stock and royalty interests was illegal. The superior court ruled that because the contract was illegal, it would not grant relief to either party. Comsult appealed seeking enforcement of its stock and royalty interests. the Alaska Supreme Court held that Comsult’s stock and royalty interests and its rights to enforce them remained valid, and therefore reversed the superior court’s decision. View "Comsult LLC v. Girdwood Mining Company" on Justia Law

Plaintiffs claimed that the sale of property without their consent to an entity of which Defendants were principals, was fraudulent. Plaintiffs also named as a defendant the title insurance and escrow agent in connection with the sale of the property. The superior court granted summary judgment in favor of all defendants. The Supreme Court affirmed the judgment in part and vacated it in part, holding (1) the hearing justice erred in determining that there was no factual issue regarding damages, and summary judgment is vacated as to the individual defendants to the extent that Plaintiffs may show damages for lost profits sustained in their individual capacities only; (2) the superior court properly granted summary judgment for the individual defendants as to Plaintiffs’ tortious interference with a contractual relationship claims, intentional interference with prospective contractual relations claims, breach of contract claims, fraud claims, and civil conspiracy claims; and (3) the judgment is affirmed in favor of the title company in all respects. View "Fogarty v. Palumbo" on Justia Law