Justia Contracts Opinion Summaries

RiverStone had collective bargaining agreements (CBAs) with the union, requiring RiverStone to contribute a specified dollar amount to specified welfare and pension funds “for each hour for which an employee receives wages under the terms of this Agreement.” RiverStone’s employees voted to decertify the union. RiverStone stopped contributing to the funds, which filed suit under 29 U.S.C. 1145, the Multiemployer Pension Plan Amendments Act of 1980, seeking payment of the contributions that would have been due under the last CBA until its 2015 expiration. The Seventh Circuit affirmed summary judgment in favor of the funds. The CBA made the company’s obligations to the fund survive decertification, and a union is not the only party with standing to enforce an employer’s obligation to contribute to an employee welfare plan. Once multiemployer plans promise benefits to employees, they must pay even if the contributions they expected do not materialize, so “if some employers do not pay, others must make up the difference.” Nothing in the Employee Retirement Income Security Act (ERISA) makes the obligation to contribute depend on the existence of a valid CBA. The CBA became unenforceable by the union when the union was decertified, but the agreement did not cease to exist until its term ended. View "Midwest Operating Engineers Welfare Fund v. Cleveland Quarry" on Justia Law

Prior to his death, Timothy Trefren owned Trefren Construction and operated it as a sole proprietorship. Trefren Construction filed a complaint against V&R Construction, LLC and Cocca Development, Ltd. (collectively, Defendants) for breach of contract. Defendants filed a motion to dismiss, asserting that all corporations associated with the name Trefren Construction were inactive or had been dissolved. Thereafter, Trefren filed a motion for substitution of party seeking to substitute the Estate of Timothy Trefren in the stead of Trefren. The district court denied the motion for substitution of party and dismissed the complaint for lack of subject matter jurisdiction because the named plaintiff was not the real party in interest. The court then made an additional ruling that Defendants were entitled to judgment as a matter of law because the parties’ contracts were voidable. The Supreme Court reversed, holding (1) the real party in interest requirement is not jurisdictional, and therefore, dismissal of Trefren Construction’s complaint was not mandated; (2) the district court abused its discretion when it denied Trefren Construction’s motion to substitute the Estate as the real party in interest; and (3) the district court’s summary judgment ruling was procedurally infirm and unsupported by a showing of undisputed facts. View "Trefren Construction Co. v. V&R Construction, LLC" on Justia Law

Plaintiffs were affiliated commercial entities that sought to enforce the auction sale of a syndicated loan against Bank. When Bank accepted Plaintiffs’ bid and then refused to transfer the loan, Plaintiffs brought this action alleging breach of contract and breach of the implied covenant of good faith and fair dealing. In response, Defendant argued that it had no obligation to transfer the loan because the parties never executed a written sales agreement and Plaintiffs failed to submit a timely cash deposit. Supreme Court granted Plaintiffs’ motion for summary judgment on the breach of contract cause of action. The Appellate Division reversed. The Court of Appeals reversed, holding that Plaintiffs established their entitlement to summary judgment because the prerequisites of executing a written sales agreement and submitting a timely cash deposit were not conditions precedent to formation of the parties’ contract and did not render their agreement unenforceable. View "Stonehill Capital Mgt., LLC v. Bank of the West" on Justia Law

Barnie’s Bar & Grill, Inc. held an insurance policy by the United States Liability Insurance Company (USLIC) when Barnie’s was sued for negligence in connection with one man’s attack by a group of other patrons of the bar. USLIC declined to defend Barnie’s in the litigation, relying on the policy’s exclusions for assault and battery. Barnie’s sued USLIC in superior court seeking a declaratory judgment that USLIC had a duty to defend it and seeking damages for breach of contract. The superior court granted summary judgment for USLIC, concluding that USLIC had no contractual duty to defend Barnie’s. The Supreme Judicial Court affirmed, holding that USLIC was not obligated to defend Barnie’s in the underlying litigation because the allegations of the underlying complaint fell squarely within the policy’s exclusions for assault and battery. View "Barnie's Bar & Grill, Inc. v. United States Liability Insurance Company" on Justia Law

Privilege Underwriters Reciprocal Exchange ("PURE"), a Florida-domiciled insurance exchange, obtained a judgment, entered on a jury verdict, declaring that Peter Grayson was not entitled to coverage under the uninsured-motorist ("UM") portion of an automobile insurance policy under which Grayson's sister, Alice Grayson, was a named insured. The Circuit Court granted Grayson's motion to set aside that judgment on the basis that it was void for lack of subject-matter jurisdiction. PURE now appealed. Finding that the trial court had jurisdiction over the matter, the judgment in favor of PURE was not void. The Court therefore reversed the Circuit Court and remanded. View "Privilege Underwriters Reciprocal Exchange v. Grayson" on Justia Law

Luv N’ Care, Ltd. (“LNC”) brought this breach of contract action against its former distributor, Groupo Rimar, a.k.a. Suavinex, S.A. (“Suavinex”), for selling two products that allegedly copied LNC’s product designs in violation of the parties’ 2012 Termination Agreement and Mutual Release. LNC sought damages as well as an injunction prohibiting Suavinex from selling the offending products. Suavinex raised counterclaims seeking a declaratory judgment that it did not breach the contract and that LNC was not entitled to an injunction. It moved for partial summary judgment on those claims. The district court granted Suavinex’s motion, finding that Suavinex did not breach the Termination Agreement because it did not apply to product designs that were already in the public domain, such as the two products at issue. The Fifth Circuit concluded that the plain language of the Termination Agreement contained no such limitation. Accordingly, the Court reversed. View "Luv N' Care, Ltd. v. Groupo Rimar" on Justia Law

Dana had a dealer agreement in Texas with AISCO. Unbeknownst to Dana, AISCO sold off most of its assets to newly-formed DanMar, which transferred the assets to UJoints. The name “UJoints” had been a trade name used by AISCO. Under Texas Business and Commerce Coe 57.154(a)(4), “a supplier may not terminate a dealer agreement without good cause.” Good cause exists “if there has been a sale or other closeout of a substantial part of the dealer’s assets related to the business.” Dana terminated the agreement, preventing UJoints from claiming to have been authorized to step into AISCO’s shoes and become a Dana dealer in Texas. The Seventh Circuit affirmed summary judgment in favor of Dana, finding that the transfers gave Dana good cause to terminate its dealer agreement with AISCO. The court rejected an argument that Dana entered into a “dealer agreement,” with the “new, unknown entity the identity of which the owners had concealed from Dana for a significant time.” It was natural for Dana to continue selling, for a time, to its dealer’s, AISCO’s, successor—UJoints. Those sales did not make UJoints a party to a dealer agreement. View "Texas Ujoints LLC v. Dana Holding Corp." on Justia Law

Thompson founded a consulting firm (WREG) to advise clients in a niche internet infrastructure industry called “colocation.” WREG sometimes, but not always, performed services that required a real estate broker’s license. Because Thompson did not have a broker’s license when he founded WREG, he decided to collaborate with Asimos. Thompson and Asimos adapted a standard form independent contractor agreement typically used by real estate brokers and agents, which turned out to be a poor fit. Disputes arose concerning alleged underpayment of commissions and alleged failure to comply with regulatory requirements governing real estate brokerage. They sued each other on various breach of contract and business tort theories. Thompson obtained a substantial damages award, plus an award of attorney fees. The court of appeal affirmed court’s rejection of all of Asimos’s claims against Thompson and its determination of liability against Asimos for breach of contract, unfair competition, and trademark infringement, but vacated the damages award and remanded for recalculation against Asimos on Thompson’s claims for unfair competition and trademark infringement. View "Thompson v. Asimos" on Justia Law

Keeneland Association, Inc. entered into a contract with Appalachian Racing, LLC to preserve its interest in purchasing Appalachian Racing’s ownership of the racing track Thunder Ridge. Floyd County held bonds that were to be paid upon Keeneland’s purchase of Thunder Ridge. While the contract was pending, Keeneland applied for a license with the Kentucky Horse Racing Commission on behalf of Cumberland Run, LLC to operate another racing track. The Commission issued a public notice that it would review and consider the application. Appalachian Racing, joined by Floyd County, sued the Commission on a theory of aiding and abetting fraud and tortious interference with a prospective advantage. The circuit court issued a restraining order prohibiting the Commission from considering or taking any action on the license application. The Commission then sought a writ of prohibition to prevent the circuit court from enforcing its restraining order. The court of appeals granted the Commission’s request determining that the circuit court violated Kentucky’s separation of powers doctrine in issuing the order. The Supreme Court affirmed, holding that there was nothing in the present suit that authorized the circuit court to prevent the Commission from considering Keeneland’s application. View "Appalachian Racing, LLC v. Commonwealth" on Justia Law

Developer intended to develop real property into single-family residential lots and secured financing through Bank. Insurer provided a surety bond to the Planning and Zoning Commission. Insurer executed three Bond Agreements as surety for Developer. Developer later defaulted in its loan. In lieu of foreclosure, Developer deed the property to Bank’s property management company. Bank transferred the property to another internal holding company. The Commission subsequently complied with Bank’s request for the Commission to call Developer’s bonds and place the proceeds in escrow for the purpose of reimbursing Bank for completion of the necessary infrastructure projects required by Developer’s approved plat. Developer filed a declaratory judgment action alleging that the bonds were not callable and that payment on the bonds would result in Bank receiving an unjust enrichment. The trial court granted summary judgment for Defendants. The Supreme Court affirmed, holding (1) Developer was liable under the bond; and (2) Developer’s claims of error during discovery were unavailing. View "Furlong Development Co. v. Georgetown-Scott County Planning & Zoning Commission" on Justia Law