Justia Contracts Opinion Summaries

Michels is a member of the Pipe Line Contractors Association (PLCA), a trade association that negotiates collective bargaining agreements (CBAs) on behalf of its employer members with unions. In 2006, the PLCA and the Union entered into a CBA in “effect until January 31, 2011, and thereafter from year to year unless terminated at the option of either party after sixty (60) days’ notice.” The CBA required contributions to the Central States multiemployer pension plan, 29 U.S.C. 1000(2), (3), (37). In August 2010, the PLCA informed the Union that it intended to terminate the 2006 CBA on January 31, 2011, and begin negotiations for a new agreement; the parties signed eight extensions, the last ending November 15, 2011. Michels contributed to the pension plan throughout those extensions. The parties agreed that the employers would cease making contributions to the plan as of November 15, 2011; that they would make comparable payments to an escrow fund until a “mutually acceptable” fund was designated; and that they would otherwise extend the terms of the 2006 CBA until December 31, 2011. The fund claimed that the obligation to make contributions had not ended. The Seventh Circuit reversed the district court holding that this was not sufficient to end the duty to contribute. View "Michels Corp. v. Cent. States, SE & SW Areas Pension Fund" on Justia Law

The Navy, Military Sealift Command (MSC), issued a contract solicitation, involving management and coordination of lodging and transportation for federal civil service mariners who were completing required training at the New Jersey MSC Center. MSC issued the solicitation as a total small business set-aside under North American Industrial Classification System code: “Hotels (except Casino Hotels)”. After bidders revised and resubmitted their initial proposals, MSC accepted the proposal of Mali. Losing bidder DMC filed a size protest with the Small Business Administration (SBA), which found that Mali was not a small business.. Because DMC had submitted the next lowest-priced, technically acceptable bid, it was then declared the successful bidder. Tinton Falls then filed a size protest, alleging that DMC intended to subcontract the lodging services portion of the contract to hotels that did not qualify as small businesses. The SBA concluded that the primary and vital requirements of the solicitation were a coordinated package of rooms, transportation, and other services; that DMC would be performing a significant portion of the contract’s primary and vital requirements; that DMC’s relationship with its subcontracted hotels did not violate the ostensible contractor rule; and that DMC could be considered a small business concern. The Federal Circuit affirmed final judgment for the government and DMC. View "Tinton Falls Lodging Realty, LLC v. United States" on Justia Law

Plaintiffs owned most of Mouse Island in the Town of Southport in common with Defendants. Plaintiffs filed a complaint for equitable partition. Defendants counterclaimed. The superior court entered summary judgment in favor of Defendants on Plaintiffs’ complaint for equitable partition. After a trial, the court awarded Defendants damages for nonpayment of commonly-shared expenses. The Supreme Court affirmed, holding (1) the rights of first refusal in the parties’ deeds violated the rule against perpetuities and were therefore void as a matter of law; (2) the rights of first refusal in the parties’ separate contractual agreements with one another were valid vis-à-vis each other and constituted an effective waiver of these parties’ rights to equitable partition; and (3) the superior court did not err in apportioning expenses. View "Pew v. Sayler" on Justia Law

Defendant worked for Plaintiff, a technology company, as an engineer. During and after her employment with Plaintiff, Defendant forwarded confidential emails to her private Gmail account, copied a confidential business plan to a thumb drive, and placed protected information on the record in an administrative proceeding. Plaintiff filed suit, alleging that Defendant had violated a non-disclosure agreement and misappropriated company trade secrets. The district court granted summary judgment for Defendant, determining that Plaintiff had failed to make an adequate showing of harm. The court further entered Utah R. Civ. P. 11 sanctions against Plaintiff and awarded attorney fees to Defendant. The Supreme Court reversed, holding (1) there was sufficient evidence of threatened harm - or at least genuine issues of material fact concerning such harm - to defeat Plaintiff’s motion for summary judgment; and (2) because Plaintiff prevailed on Defendant’s motion for summary judgment, Defendant could not be entitled to sanctions or fees. View "Innosys v. Mercer" on Justia Law

Equinox on the Battenkill Management Association, Inc., appealed a superior court's grant of summary-judgment denying insurance coverage. The appeal arose from a declaratory judgment action against management association’s insurer, Philadelphia Indemnity Insurance Company, Inc., to determine coverage under a commercial general liability policy for damage to cantilevered balconies on condominium units it managed in Manchester. The issue this case presented for the Vermont Supreme Court's review centered on whether "Gage v. Union Mutual Fire Insurance Co,." (169 A.2d 29 (1961)) was still good law with regards to the meaning of "collapse" and whether "Gage" controlled the result here. After review, the Court concluded that the policy language in this dispute was broader than the language in Gage and that therefore Gage did not control. The Court reversed the trial court’s summary judgment and remanded the case for that court to resolve disputed questions of fact and interpret the applicable policy language. View "Equinox on the Battenkill Management Assn., Inc. v. Philadelphia Indemnity Ins. Co." on Justia Law

Sequeira did not work on January 1, 2010, because it was a paid holiday. He was hospitalized the next day with a sudden illness and died on January 6 without returning to work. Sequeira’s widow sought benefits under a supplemental life insurance policy that was issued to Sequeira’s employer on January 1, 2010. The trial court ruled that she was not entitled to benefits because the policy required her husband to be “on the job, at his employer’s place of employment, performing his customary duties” between January 1 and his death. The court of appeal reversed. The policy is ambiguous regarding whether Sequeira needed to perform his work responsibilities on New Year’s Day or anytime after that in order for his wife to receive benefits. The court should, therefore, interpret the policy in favor of Sequeira’s reasonable expectations, which are that he should not have to work on New Year’s Day or when he is sick in order to receive coverage that he has paid for. View "Sequeira v. Lincoln National Life Ins. Co." on Justia Law

In 2011, the two companies signed an agreement under which Life Plans would broker and Security Life would insure life insurance policies financed through arbitrage. Four months later, Security Life terminated the agreement. Life Plans then sued for breach of contract and of the implied covenant of good faith and fair dealing for refusing to offer the policies. The district court granted summary judgment, reading the contract to grant Security Life the right to terminate at any time. The Seventh Circuit reversed, finding that the evidence presented genuine disputes of material facts. The language of the agreement was ambiguous as to whether Security Life could terminate at will during the first three years. The extrinsic evidence of meaning was in conflict, so summary judgment was not appropriate on the breach of contract claim. The facts are also disputed concerning whether Security Life’s review and approval of the product was required and whether approval was received. The implied covenant claim under Delaware law also should not have been resolved on summary judgment. A reasonable jury could find that Security Life’s conduct was arbitrary and unreasonable and had the effect of denying Life Plans the fruits of its bargain. View "Life Plans Inc. v. Sec. Life of Denver Ins. Co." on Justia Law

In 2011, 74-year-old Garnell Wilcoxon lived alone. He suffered a stroke, awoke on the floor of his bedroom covered in sweat, feeling sore and with no memory of how he got there. Wilcoxon was admitted to the Troy Regional Medical Center for analysis and treatment for approximately one year before he died. Following Wilcoxon's death, Brenda McFarland, one of Wilcoxon's daughters, filed a complaint as the personal representative for Wilcoxon's estate, asserting claims for : (1) medical malpractice; (2) negligence; (3) breach of contract; (4) negligent hiring, training, supervision, and retention; and (5) loss of consortium. In its answer, Troy Health asserted, in part, that McFarland's claims were barred from being litigated in a court of law "by virtue of an arbitration agreement entered into between plaintiff and defendant." Troy Health then moved to compel arbitration, asserting that forms signed by one of Wilcoxon's other daughters, acting as his attorney-in-fact, contained a valid and enforceable arbitration clause. McFarland argued that "Wilcoxon did not have the mental capacity to enter into the contract with [Troy Health,] and he did not have the mental capacity to give legal authority to enter into contracts on his behalf with" relatives who initially helped admit him to Troy Health facilities when he first fell ill. According to McFarland, "[t]he medical records document that Wilcoxon was habitually and/or permanently incompetent." Therefore, McFarland argued, both a 2011 arbitration agreement and a 2012 arbitration agreement were invalid. The circuit court denied Troy Health's motion to compel arbitration. The Supreme Court reversed, finding that McFarland failed to prove that Wilcoxon was mentally incompetent when he executed a 2012 durable power of attorney naming his other daughter as his attorney-in-fact, and also failed to demonstrate that Wilcoxon was "permanently incompetent" before that date, and because there was no other issue concerning the validity of the 2012 arbitration agreement. View "Troy Health and Rehabilitation Center v. McFarland" on Justia Law

West Bay Builders, Inc. and Safeco Insurance Company of America (Safeco) appealed the trial court’s denial of their motion for attorney fees under Business and Professions Code section 7108.5 and Public Contract Code sections 7107 and 10262.5 (prompt payment statutes). West Bay and Safeco were sued by James L. Harris Painting & Decorating, Inc. for breach of contract and violation of the prompt payment statutes. In turn, West Bay filed a cross-complaint against Harris for breach of contract arising out of the same construction project. After years of litigation, the jury found both West Bay and Harris had failed to perform and thus did not award damages to either side. Safeco also did not recover because it was sued only in its capacity as issuer of a bond to West Bay for the construction project. Although West Bay and Safeco did not recover any damages, they moved for attorney fees under the fee shifting provisions of the prompt payment statutes. The trial court denied their motion, finding there was no prevailing party in this case. On appeal, West Bay and Safeco argued the trial court lacked discretion to refuse an award of mandatory attorney fees under the prompt payment statutes because they prevailed at trial. After review, the Court of Appeal disagreed, finding that under the prompt payment statutes, the trial court has discretion to determine there is no prevailing party in an action. And in this case, the trial court did not abuse its discretion in concluding there was no prevailing party. View "James L Harris Painting v. West Bay" on Justia Law

General Contractor hired several subcontractors to assist in contracting an IMAX theater. After the theater was completed and three of the subcontractors (“Subcontractors”) had not been paid in full for their services, the Subcontractors filed mechanic’s liens against the IMAX property and sued the General Contractor to foreclose on their respective liens in the amount due on their contracts. The trial court awarded the Subcontractors judgments against the General Contractor and awarded attorney’s fees. At issue in this case was whether, under Indiana’s mechanic’s lien statute, the Subcontractors were entitled to collect attorney’s fees incurred in foreclosing on their liens from the General Contractor, which posted a surety bond and filed an undertaking obligating it to pay attorney’s fees upon recovery of a judgment against it. The Supreme Court affirmed the trial court’s fee award, holding that the trial court did not abuse its discretion in awarding the Subcontractors attorney’s fees incurred in their foreclosure suits under the circumstances of this case. View "Goodrich Quality Theaters, Inc. v. Fostcorp Heating & Cooling, Inc." on Justia Law