Justia Contracts Opinion Summaries

Before accepting a transfer to a Bridgestone facility in North Carolina, Deschamps expressed concern about losing pension credit for his 10 years of employment with Bridgestone in Canada. After receiving assurances from Bridgestone’s management team that he would keep his pension credit, Deschamps accepted the position. For several years, Deschamps received written materials confirming that his date of service for pension purposes would be August 1983. He turned down employment with a competitor at a higher salary because of the purportedly higher pension benefits he would receive at Bridgestone. In 2010, Deschamps discovered that Bridgestone had changed his service date to August 1993, the date he began working at the American plant. After failed attempts to appeal this change through Bridgestone’s internal procedures, Deschamps filed suit, alleging equitable estoppel, breach of fiduciary duty, and an anti-cutback violation of ERISA, 29 U.S.C. 1054(g). The Sixth Circuit affirmed summary judgment for Deschamps on all three claims. The text of the plan “is at worst ambiguous, but at best, favors Deschamps’s argument that he was a covered employee in 1983” and, as a result of the change in the interpretation of this provision that excluded foreign employees from being classified as covered employees, Deschamps’s benefits were decreased. View "Deschamps v. Bridgestone Americas, Inc." on Justia Law

NDC Communications, LLC and Kenneth Carle III engaged in a complex set of agreements in the context of the development of a piece of land. When the parties’ working relationship broke down, NDC filed a complaint asserting that it was owed funds from Carle, and Carle counterclaimed seeking contract remedies and other relief. The trial court ultimately entered judgment enforcing a mechanic’s lien against Carle in the amount of $336,681.24. Carle appealed, arguing, inter alia, that the trial court failed to provide him a credit due of approximately $25,000, rendering the judgment against him inaccurate. The Supreme Judicial Court affirmed, holding (1) Carle’s due process rights were not violated by the post-trial procedures employed by the court; and (2) there was sufficient evidence in the record to support the court’s judgment, including its determination of damages. View "NDC Communications, LLC v. Carle" on Justia Law

When Ultramar sold the Golden Eagle Refinery to Tesoro Refining, the purchase and sale agreement specified that Ultramar was to assign the Tosco indemnities, and to either secure an endorsement to the Chartis policy adding the new company as an additional insured or assign the Chartis policy directly. This litigation concerns the transfer of the Chartis policy from Ultamar. In this appeal, Tesoro Refining challenged the district court's grant of summary judgment for Chartis. The court agreed with the district court that Tesoro Refining cannot assert third-party judgment on the breach of contract claim premised upon a third-party beneficiary argument where the instant policy's language does not evince any intent to benefit a third party. The court also concluded that the Tesoro Parties were unable to point to any basis for concluding that the injury in this case—the alleged mistake over which entity was covered—is “inherently undiscoverable.” The court explained that Texas cases since 1996 have determined the discovery rule does not apply to delay the accrual of the cause of action in such situations. Therefore, the Tesoro Parties’ reformation claim is time-barred. The court affirmed the judgment. View "AIG Specialty Ins. Co. v. Tesoro Corp." on Justia Law

This case involved a dispute over a change in hauling fees paid by a dairy cooperative to an independent contractor who transported milk from farms to the cooperative’s facilities. When the co-op notified the hauler that it would be phasing out a trip fee it had been paying the hauler, the hauler objected but continued to transport milk. Thereafter, the co-op paid the agreed hauling rate without the trip fees. Several months later, the hauler sued the co-op for unpaid trip fees. The co-op, in turn, declared the contract terminated. The district court granted summary judgment for the co-op, concluding that the change in payment terms was a new offer that the hauler accepted by performance. The court of appeals reversed, concluding that summary judgment was inappropriate where questions of fact existed as to acceptance. The Supreme Court vacated the decision of the court of appeals and affirmed the district court’s summary judgment, holding that, under the parties’ oral contract, the co-op could alter payment terms prospectively upon reasonable notice, and the hauler accepted the new terms by performance, notwithstanding its protests. View "Johnson v. Associated Milk Producers, Inc." on Justia Law

Plaintiffs, the purchasers of a health claims administration company, brought a breach of contract action against Defendant, the seller. After learning that they had not acquired all of the assets that contracted to purchase, Plaintiffs continued to operate the business for the next eighteen months. Only then did they stop making payments on the promissory note and then file this action. Defendant counterclaimed for breach of contract. Plaintiffs raised the affirmative defense that Defendant was first to breach the contract and that Plaintiffs were therefore excused from performing their contractual duties. The district court entered judgment in favor of Defendant. The Supreme Court affirmed, holding that Plaintiffs’ conduct after learning of Defendant’s alleged breach precluded it from asserting a prior breach as a defense to Plaintiffs’ breach-of-contract claim. View "Maverick Benefit Advisors, LLC v. Bostrom" on Justia Law

Process America filed suit against Cynergy for breach of contract and Cynergy counterclaimed, alleging, inter alia, that Process America improperly solicited its customers. The district court held that although both parties had breached the contract, Cynergy’s liability was capped by the contract. The district court awarded Cynergy a net total of $8,521,182 in damages. The court concluded that the solicitation of merchants, and transfer of a portion of the Portfolio to a third party, violate the Independent Sales Organization (ISO) Agreement which permits transfer only pursuant to Section 2.6.B of the ISO Agreement, such that Cynergy is entitled to damages based on the increased rate of attrition of merchant accounts in the Portfolio; the court rejected Process America's argument that, even if the solicitation of merchants would ordinarily be a breach of the non‐solicitation clause, it is excused from performing its obligations under that provision as a result of Cynergy’s failure to pay Process America residuals; the court agreed with the district court's finding that the plain language of Section 4.6 limits damages for Cynergy’s breach of contract to $300,818; the court affirmed the district court’s damages calculation to the extent that it attributes 100% of the increased attrition to Process America; but the court agreed with Process America's contention that the damages calculation was erroneous because it improperly included residuals that would have been paid to Process America. Accordingly, the court affirmed the district court’s interim decisions regarding Process America’s liability. The court vacated the district court's calculation of damages and remanded for further proceedings. View "Process America v. Cynergy Holdings" on Justia Law

In 2011, the Hjelms leased an apartment in a large San Mateo complex from Prometheus. They signed the 24-page lease while still living in another state and without any negotiation. The lease had three one-sided provisions allowing Prometheus to recover attorney fees. Their apartment became infested with bedbugs, and the complex had an ongoing raw sewage problem. Ultimately the Hjelms and their children were forced to leave. The Hjelms sued Prometheus; a jury returned a verdict for them, awarding economic damage to the Hjelms in the amount of $11,652; non-economic damage to Christine Hjelm of $35,000; and non-economic damage to Justin Hjelm of $25,000. The trial court then awarded the Hjelms their attorney fees ($326, 475) based on Civil Code section 1717. The court of appeal affirmed, noting that a one-sided attorney’s fee provision violates Civil Code 1717(a). No challenge to the verdict could succeed and section 1717 does apply. View "Hjelm v. Prometheus Real Estate Grp., Inc." on Justia Law

Samantha Gillespie and her mother, Tina Taylor, appealed the grant of summary judgment dismissing their lawsuit against Taylor's motor vehicle insurer, National Farmers Union, for underinsured motor vehicle coverage. Gillespie and Taylor sued Farmers Union for underinsured motor vehicle coverage, alleging Gillespie was insured under her mother's motor vehicle policy with Farmers Union and was driving a motor vehicle owned by another person when Gillespie lost control of the vehicle and it overturned, resulting in significant injuries to her. According to Gillespie and Taylor, the motor vehicle was owned by Angela Ayers, Gillespie's aunt, and insured by GEICO. Ayers died as a result of the accident and another passenger in the motor vehicle sustained significant injuries. Gillespie and Taylor asserted GEICO paid Gillespie $25,000 in no-fault benefits, but denied her request for liability coverage based on a claim that Ayers negligently entrusted the vehicle to Gillespie, an alleged inexperienced driver who received her learner's permit two days before the accident. After review, the Supreme Court concluded Gillespie and Taylor failed to raise a genuine issue of material fact about whether Gillespie was legally entitled to collect for bodily injury from the owner or operator of an underinsured motor vehicle, and affirmed. View "Gillespie v. National Farmers Union Property & Casualty Co." on Justia Law

After Lisa Warrington accepted an offer of employment with Great Falls Clinic (the Clinic), she signed a written employment contract. On Warrington’s last day at her former job, the Clinic informed her it would not employ her after all. Warrington filed an action against the Clinic, asserting breach of contract, promissory estoppel, and breach of the covenant of good faith and fair dealing. The district court granted summary judgment on the breach of contract claim and found that the Wrongful Discharge From Employment Act (the Act) did not apply. The Clinic petitioned the Supreme Court for a writ of supervisory control, arguing that the district court made a mistake of law by concluding that the Act did not apply to the relationship between Warrington and the Clinic. The Supreme Court accepted the petition for supervisory control, affirmed the district court’s determination that the Act does not apply to the relationship between the parties, and affirmed the district court’s order granting summary judgment to Warrington on the breach of contract claim. View "Great Falls Clinic LLP v. Eighth Judicial Dist. Court" on Justia Law

Plaintiffs filed suit on behalf of themselves and a putative class of DISH subscribers, seeking monetary relief for Turner and FOX News services interruptions. The court concluded that, under Colorado law, the subscription agreement between DISH and its customers, which is comprised of both a Digital Home Advantage Plan Agreement and a Residential Customer Agreement (RCA), is not illusory. In this case, the district court’s interpretation of Section 1.I. and Section 7.A. of the RCA improperly converted the covenant of good faith and fair dealing into an additional contract term. It allowed plaintiffs to recover monetary relief for services interruptions, a remedy that is unambiguously precluded by the express terms of the parties’ contractual bargain. Therefore, the duty of good faith and fair dealing may not be applied to require DISH to provide any monetary relief when it deletes or changes programming for which subscribers have already paid. Because plaintiffs' claims for class-wide monetary relief failed to state a claim upon which relief can be granted, the court reversed and remanded for further proceedings. View "Stokes v. DISH Network" on Justia Law