Justia Contracts Opinion Summaries

David Knigge entered into an oral employment contract with Robert Knigge, who had cancer and a limited time to live, to manage a grocery store that was owned by Robert and his wife, Lynette. David alleged that the contract included a severance payment if Lynette ended David’s employment after Robert’s death. Robert died five months after entering into the contract. Lynette terminated David’s employment two months after Robert died and refused to pay the severance. David filed suit to enforce the agreement. The circuit court granted summary judgment in favor of Lynnette, ruling that the oral contract was unenforceable under the statute of frauds because it could not be performed within one year. The Supreme Court reversed, holding that the circuit court erred in ruling that the contract was unenforceable under the statute of frauds and that there were disputes of material fact regarding the existence of the severance term. View "Knigge v. B & L Food Stores, Inc." on Justia Law

Plaintiff Givaudan Fragrances Corporation (Fragrances) faced liability as a result of environmental contamination from a manufacturing site that a related corporate entity operated in a facility in Clifton. The issue this case presented for review involved Fragrances' effort to obtain insurance coverage for environmental claims brought by governmental entities in response to discharges of hazardous substances that occurred during the pertinent policy periods running through January 1, 1986. Fragrances claimed that the defendant insurance companies (defendants) wrote liability policies for Givaudan Corporation during those relevant years. Fragrances argued that it was entitled, either as an affiliate of Givaudan Corporation or by operation of an assignment of rights, to have the insurers provide it with coverage for that environmental liability. Defendants claimed that they insured Givaudan Corporation as their named insured, not Fragrances, and that any assignment to Fragrances was invalid because defendants did not consent to the assignment, as was required for a valid assignment according to the language of the insurance policies. Therefore, collectively, defendants refused to honor Fragrances' right to bring insurance contract claims against them. Fragrances filed its complaint in February 2009 seeking a declaratory judgment that it was entitled to coverage under the policies. In February 2010, while the declaratory judgment action was pending, Fragrances notified defendants that Givaudan Roure Flavors Corporation (corporate successor-in-interest to Givaudan Corporation) planned to assign its post-loss rights under the insurance policies to Fragrances. Defendants refused to consent to the assignment. Nevertheless, Flavors executed the assignment to Fragrances. Both sides moved for summary judgment. Because Fragrances was not acquired by Givaudan Corporation during the policy period, the trial court determined that it could not be an affiliated corporation covered under the policies. The court also determined that the assignment in this case was an assignment of policies, which could not be assigned. The court denied Fragrances' motion and granted defendants' cross-motion for summary judgment. The Appellate Division reversed and remanded, explaining that although the anti-assignment clauses in the occurrence policies at issue would prevent an insured from transferring a policy without the consent of the insurer, once a loss occurs, an insured s claim under a policy may be assigned without the insurer s consent.The Supreme Court affirmed, concluding that, once an insured loss has occurred, an anti-assignment clause in an occurrence policy may not provide a basis for an insurer s declination of coverage based on the insured's assignment of the right to invoke policy coverage for that loss. The assignment at issue in this case was a post-loss claim assignment and therefore the rule voiding application of anti-assignment clauses to such assignments applied. View "Givaudan Fragrances Corp. v. Aetna Casualty & Surety Co." on Justia Law

Plaintiff filed suit against Defendants resulting from the failure of material Defendants had supplied to Plaintiff. Specifically, Plaintiff alleged breach of contract, breach of implied and express warranties, and negligence. The jury returned a verdict against Defendants and awarded more than $7 million in damages to Plaintiff. The First Circuit affirmed, holding that the district court did not err by (1) denying Defendants’ motion to exclude Plaintiff’s damages expert; (2) allowing Plaintiff’s employees to testify concerning potential customers’ intent to purchase Plaintiff’s new product; and (3) denying Defendants’ motion for judgment as a matter of law, a new trial, or to alter or amend the judgment. View "Packgen v. Berry Plastics Corp." on Justia Law

Centaurus and Grand View filed suit against Helix in Texas state court, alleging breach of contracts and requesting a declaratory judgment to determine rights under the Mutual Confidentiality Agreement (MCA). Helix then filed suit against Grand View and Centaurus in California federal court and removed the Texas suit to the federal court a quo. The district court granted Centaurus and Grand View's motion to remand to state court. The court affirmed, agreeing with the district court that it did not have jurisdiction because defendants had granted sole and exclusive jurisdiction to the state courts in the Forum Selection Clause of the MCA. View "Grand View PV Solar Two v. Helix Electric" on Justia Law

Plaintiffs borrowed $110 million in 2007 from Bear Stearns to finance the purchase of Rincon Towers, a San Francisco apartment complex. In 2010, after plaintiffs failed to repay the loan and after changes in the ownership of the loan, CP III purchased the property at a nonjudicial foreclosure sale. Plaintiffs sued CP III and other entities who were involved in administering the loan, unsuccessful workout negotiations, and the eventual foreclosure sale. The trial court rejected all of their claims. The court of appeal remanded plaintiffs’ legal claims (breach of contract, fraud, slander of title, trade secret misappropriation), finding that the trial court erred in striking their demand for a jury trial, but affirmed as to the equitable claims (unfair competition, to set aside the foreclosure sale, and for an accounting). View "Rincon EV Realty, LLC v. CP III Rincon Towers, Inc." on Justia Law

In 1997, Aaron sustained a catastrophic brain injury at birth due to the negligence of employees at Lee Memorial. The family retained the law firm, under a contingency fee agreement providing for payment of 40 percent of any recovery if a lawsuit was filed, plus costs, and stating that if "one of the parties to pay my claim for damages is a governmental agency, I understand that Federal and Florida Law may limit the amount of attorney fees ... in that event, I understand that the fees owed ... shall be the amount provided by law.” A jury awarded the child $28.3 million, the mother $1.34 million, and the father $1 million. Because the hospital was an independent special district of the state, the court enforced the sovereign immunity damage limitations and entered a judgment for $200,000, which was affirmed. The firm pursued a two-year lobbying effort to secure a claims bill from the Legislature. In 2012 the Legislature passed a claims bill, directing Lee Memorial to pay $10 million, with an additional $5 million to be paid in annual installments to a special needs trust for Aaron, stating that payment of fees and costs from those funds shall not exceed $100,000. No funds were awarded for the parents. The firm petitioned the guardianship court to approve a $2.5 million for attorneys’ fees and costs. The court denied the request. On appeal, the district court affirmed. The Supreme Court of Florida reversed, holding that the fee limitation in the claims bill is unconstitutional and may not stand when such a limitation impairs a preexisting contract. View "Searcy, Denney, Scarola, Barnhart & Shipley. v. Florida" on Justia Law

Plaintiff filed suit against CMMC, seeking indemnification for expenses he incurred in defense of an administrative proceeding initiated by the Board of Licensure in Medicine. The Superior Court denied CMMC's motion to dismiss. The court concluded that section 2511 of the Main Health Security Act, 24 M.R.S. 2511, does not render CMMC immune from plaintiff's contractual claim for reimbursement. In this case, viewing the complaint in the light most favorable to plaintiff, the allegations in the complaint are sufficient to overcome a Rule 12(b)(6) motion because they state the elements of a cause of action and facts that would entitle plaintiff to relief pursuant to some legal theory. Accordingly, the court affirmed the trial court's order. View "Lalonde v. Central Maine Medical Center" on Justia Law

After a jury found CSX solely liable for injuries suffered by an employee of General Mills and awarded the employee damages, CSX filed this action for indemnification from General Mills. The district court dismissed on the ground that the contract between the parties barred indemnification for damages arising from CSX's sole negligence. In reaching this result, the district court applied a federal rule of collateral estoppel to bar relitigation of the relative fault of General Mills for the injury suffered by its employee. The court held, however, that federal common law adopts the state rule of collateral estoppel to determine the preclusive effect of a judgment of a federal court that exercised diversity jurisdiction. Accordingly, the court reversed and remanded for the district court to determine whether collateral estoppel bars the complaint of CSX for indemnification. The court declined to decide the dispute regarding one element of collateral estoppel as defined by Georgia law: the earlier litigation must have been between identical parties. The court also declined to decide the alternative argument raised by CSX, whether the Sidetrack Agreement requires indemnification assuming CSX was solely at fault. View "CSX Transportation, Inc. v. General Mills, Inc." on Justia Law

Plaintiff filed a putative class action against Wet Seal, alleging that the company violated the Labor and Business and Professions Codes, Industrial Welfare Commission Wage Order No. 7, and Title 8 of the California Code of Regulations. Plaintiff's claim also included a representative claim under the Private Attorneys General Act (PAGA), Lab. Code, § 2699. On appeal, Wet Seal challenges the denial of its motion to compel arbitration, and the grant of plaintiff's motion to compel discovery responses. The court concluded that Wet Seal's motion to compel arbitration was properly denied where the trial court declared the entire arbitration agreement was void and unenforceable based on its determination that the PAGA waiver was invalid, and applied the arbitration agreement's nonseverability provision. Wet Seal also asserts that the trial court should not have reached the merits of the discovery motion while its motion to compel arbitration was undetermined. The court concluded that there is no requirement for a trial court to issue a tentative ruling, or to announce its final ruling before taking a matter under submission. Because there is no basis to treat the appeal from the nonappealable order as a petition for writ of mandate, the court dismissed this portion of the appeal. The court affirmed in all other respects. View "Montano v. Wet Seal Retail, Inc." on Justia Law

Elie and Rhonda Nassar filed a claim with Liberty Mutual Insurance Policy under their homeowners’ policy when their property was damaged by Hurricane Ike. Disputes arose over the value of various items of damaged property, and this appeal concerned which party of the Liberty Mutual insurance policy covered the Nassars’ damaged fencing. At issue was the proper interpretation of two policy provisions that separate coverage for the “dwelling” and “other structures.” The trial court entered final judgment in favor of Liberty Mutual, concluding that the Nassars’ fencing was an “other structure.” The court of appeals affirmed. The Supreme Court reversed, holding that the Nassars’ interpretation of the policy language was reasonable and the policy was unambiguous, and therefore, the Nassars’ fencing was covered under the “dwelling” provision as a matter of law. Remanded. View "Nassar v. Liberty Mutual Fire Insurance Co." on Justia Law