Justia Contracts Opinion Summaries

Black Hills Excavating Services, Inc. (BHE) and Retail Construction Services, Inc. (RCS) entered into three subcontract agreements pursuant to which BHE agreed to perform construction services for RCS. BHE later filed suit alleging that RCS breached the subcontracts. RCS counterclaimed against BHE for breach of contract and also filed a complaint against BHE’s president, Mitch Morris, alleging that he was personally liable for BHE’s actions. The circuit court entered judgment in favor of RCS and awarded damages but did not impose personal liability on Morris. The Supreme Court affirmed, holding (1) the circuit court did not clearly err in determining that BHE had breached the subcontracts and that RCS was not liable for breach of contract; and (2) Morris was not personally liable for the corporation’s acts. View "Black Hills Excavating Servs., Inc. v. Retail Constr. Servs., Inc." on Justia Law

Appellees, former residents of certain nursing homes and special administrators, guardians, or attorneys-in-fact of former residents, filed a class action complaint against Appellants, GGNSC Holdings, LLC and related entities and employees. GGNSC moved to compel arbitration of claims asserted by five particular residents who, at the time of their admission into nursing homes, entered into arbitration agreements. The circuit court ultimately denied arbitration, finding that three of the five arbitration agreements were invalid because they were signed by individuals who lacked authority to agree to arbitrate and that the remaining two agreements were not enforceable to compel arbitration based on the defenses of impossibility of performance and unconscionability. The Supreme Court reversed, holding that the circuit court erred by refusing to enforce the valid arbitration agreements based on the defenses of impossibility of performance and unconscionability. Remanded for the entry of an order compelling arbitration. View "GGNSC Holdings, LLC v. Lamb" on Justia Law

Plaintiffs and Defendant, members of an accounting firm (Firm), were parties to a stockholder agreement (Agreement) that contained an arbitration clause. The parties’ agreement to arbitrate was governed by the Massachusetts Uniform Arbitration Act for Commercial Disputes. When Plaintiffs voted to require the withdrawal of Defendant as a director and stockholder in the Firm, Defendant opened his own accounting firm. The nature and terms of Defendant’s withdrawal from the Firm and his subsequent competition with the Firm were the bases of a dispute between the parties. The dispute was submitted to binding arbitration. The arbitrator issued a final award awarding the Firm $1.7 million plus interest. The superior court confirmed the arbitration award. Defendant appealed, arguing (1) the arbitrator fundamentally misinterpreted the agreement, and (2) he was entitled to have a court consider the merits of his claim because, in the arbitration clause of the agreement, the parties specifically provided for judicial review of an award to determine if there was flagrant error by the arbitrator. The Supreme Judicial Court affirmed the motion judge’s confirmation award, holding (1) the grounds of judicial review in this case were limited to those delineated in Mass. Gen. Laws ch. 215, 12 and 13; and (2) Defendant’s claim was not reviewable by the Court. View "Katz, Nannis & Solomon, P.C. v. Levine" on Justia Law

Plaintiff filed an action against Defendant within the extended statute of limitations set by a tolling agreement. Plaintiff voluntarily nonsuited the action and refiled it within one year but after the extended statute of limitations in the tolling agreement. The trial court granted summary judgment in favor of Defendant, determining that the case was not timely filed. The court of appeals affirmed, concluding that the tolling agreement precluded application of the savings statute and, therefore, Plaintiff’s claims were barred. The Supreme Court reversed, holding that, under the parties’ agreement, the savings statute applied to save the suit that Plaintiff refiled after the extended statute of limitations set in the tolling agreement but within the one-year period provided by the savings statute. Remanded. View "Circle C. Constr., LLC v. Nilsen" on Justia Law

Plaintiffs Shakeri and Taji filed suit against ADT, alleging a breach of contract claim and tort claims under Texas law for negligence, fraud, unconscionable conduct, and breach of the implied warranty of good and workmanlike performance. Plaintiffs were robbed at gunpoint and injured at their jewelry store. During the robbery, Shakeri pushed the button to trigger the alarm system multiple times, but the alarm system and the backup alarm failed to work. The district court ultimately dismissed plaintiffs’ tort claims and limited their contractual recovery in three separate orders. Determining that plaintiffs are bound by the terms of a 1999 Contract, the court concluded that the district court erred in dismissing plaintiffs' negligence claim where Shakeri's injury is the kind of physical harm that is not covered by the economic loss rule and is not defeated by the existence of a contract between the parties; plaintiffs failedto state adequate claims for breach of the implied warranty of good and workmanlike performance under Texas law; the district court did not err in dismissing plaintiffs’ unconscionable conduct claim; and plaintiffs' fraudulent inducement claim is barred under Texas law. Therefore, the court reversed the district court's dismissal of plaintiffs' negligence claim and remanded for further proceedings on this claim. The court affirmed the district court's dismissal of plaintiffs' remaining tort claims. View "Shakeri v. ADT Security Servs." on Justia Law

This appeal stemmed from a dispute regarding a contract the parties entered into, which gave Lewmar the exclusive right to manufacture and sell Steinerʹs patented sailboat winch handle, a device used to control the lines and sails of a sailboat. The parties resolved the dispute when Lewmar made, and Steiner accepted, an offer of judgment under Rule 68 of the Federal Rules of Civil Procedure. After judgment was entered, Steiner moved for attorneysʹ fees of $383,804 and costs of $41,470. The district court denied attorneysʹ fees but awarded costs of $2,926. The court concluded that Steiner was precluded from seeking fees pursuant to the Agreement in addition to the $175,000 settlement amount because claims under the Agreement were unambiguously included in the Offer; Steiner was not precluded from seeking attorneysʹ fees under the Connecticut Unfair Trade Practices Act (CUTPA), Conn. Gen. Stat. 42‐110g(d), because the Offer did not unambiguously encompass claims for attorneysʹ fees under CUTPA; and the court remanded for the district court to clarify whether it considered the claim for attorneys' fees under CUTPA on the merits and if not, to do so. Finally, the court concluded that the district court correctly added costs under the ʺcosts then accruedʺ provision of Rule 68. View "Steiner v. Lewmar, Inc." on Justia Law

Lopez & Medina Corp. (L&M) filed a lawsuit against several insurers for Patriot Air, LLC, alleging that the insurers were liable for L&M’s breach of contract claims against Patriot Air. The district court dismissed L&M’s complaint, concluding that the relevant insurance policy did not provide coverage for contract claims. The First Circuit affirmed. L&M and its owner subsequently filed the complaint in this action seeking recovery in tort for Patriot Air’s negligence arising out of the same set of facts that underlay the previous suit’s breach of contract claims. The district court dismissed the case on the ground of res judicata. The First Circuit affirmed, holding that the district court correctly invoked res judicata in dismissing the action. View "Medina-Padilla v. US Aviation Underwriters, Inc." on Justia Law

Cook Timber Company sued Georgia Pacific Corporation, claiming breach of contract and antitrust violations, both unilaterally and through a conspiracy with other market participants. The circuit judge granted Georgia Pacific a directed verdict on Cook Timber’s conspiracy and breach-of-contract claims, but the jury returned a verdict for Cook Timber on its unilateral antitrust claim. The Supreme Court reversed in part and remanded. Because Cook Timber failed to present sufficient evidence to support its unilateral antitrust claims, the jury’s verdict on that claim was reversed. Further, the Court reversed the directed verdict on Cook Timber’s breach-of-contract claim. The Court affirmed the circuit judge’s decision to grant Georgia Pacific a directed verdict on the conspiracy claim. View "Georgia Pacific Corporation v. Cook Timber Company, Inc." on Justia Law

This appeal arose from the City's contract with Ambac to provide municipal bond insurance. The City filed suit against Ambac alleging that Ambac breached an agreement to provide a credit enhancement, that there was error in the principal cause, that Ambac acted in bad faith, and that the City had detrimentally relied on Ambac’s representations and assurances regarding the value of its credit enhancement product. The district court granted Ambac's motion to dismiss. The court concluded that the district court did not err in dismissing the City's breach of contract claim because the district court properly interpreted the Policy and because the City’s argument that it created a written and oral contract with Ambac for credit enhancement is not plausible based on the facts alleged. The court also concluded that any error about what the City was purchasing when it paid Ambac in excess of six million dollars was a unilateral error by the City because of the clear language of the Policy, and any unilateral error by the City about what it was purchasing from Ambac was not reasonable or excusable. Because the City’s proffered error is unreasonable, it does not vitiate consent. Because the City has failed to establish the existence of a larger credit enhancement agreement between it and Ambac, the City’s bad faith claim concerning this purported agreement necessarily fails. Finally, the court affirmed the district court's dismissal of the City's detrimental reliance claim where the City and Ambac are sophisticated parties that engaged in arm’s length negotiations with respect to this bond offering. Accordingly, the court affirmed the judgment. View "New Orleans City v. AMBAC Assurance Corp." on Justia Law

The court originally remanded this case to the district court for additional fact-finding to establish complete diversity of citizenship between all plaintiffs and all defendants with instructions to reenter summary judgment if federal subject-matter jurisdiction could be properly established. After dismissing a nondiverse plaintiff it found was not a real party in interest to this case, the district court reentered its earlier grant of summary judgment in favor of the insurer on all claims. The court affirmed the district court's dismissal of PMI Delaware and its grant of summary judgment to Lexington. The court concluded that the district court's dismissal of PMI Delaware pursuant to FRCP 21 as a "nominal or formal party" was proper because the district court found that though PMI Delaware was a named insured on the Insurance Policy, PMI Delaware would not be entitled to any portion of a successful judgment against Lexington because PMI Florida, not PMI Delaware, was the party against whom Blue Cross had filed suit and PMI Florida, not PMI Delaware, was the only party that made a claim for coverage to Lexington. Further, PMI Delaware was not even a party to the underlying Blue Cross contract, which provided healthcare coverage only to PMI Florida’s leased employees. Further, the court affirmed the district court's holding that Lexington owed no coverage to PMI Florida. Here, the court saw no contractual ambiguity; the Insurance Policy issued by Lexington explicitly excludes the coverage sought by PMI Florida. Therefore, the district court properly granted summary judgment to Lexington on PMI Florida’s claims for breach of contract and declaratory judgment. Finally, the district court properly granted summary judgment to Lexington on its claim of negligent misrepresentation where no jury could reasonably find that Yoohoo justifiably relied on the statement at issue as an indication that there would be coverage under the policy. View "Payroll Mgmt., Inc. v. Lexington Ins. Co." on Justia Law