Justia Contracts Opinion Summaries

Voorhees Cattle Co. brought a foreclosure action against Dakota Feeding Co. (DFC). In answering the complaint, DFC brought a third party complaint against B and B Equipment, Inc. (B&B) for breach of contract. B&B counterclaimed, alleging breach of contract and impossibility of performance. After a jury trial, judgment was entered for Voorhees on the foreclosure claim and for B&B on its counterclaims against DFC. DFC satisfied the judgment granted to Voorhees, leaving DFC and B&B as the remaining parties to this appeal. DFC appealed, arguing that evidence admitted at trial violated the attorney-client privilege and that the error prejudicially tainted the trial. The Supreme Court affirmed, holding (1) the privileged evidence should not have been allowed, but the evidence did not prove, nor go to the heart of B&B’s claims; and (2) as a result, the erroneous admission of the privileged communications was not unfairly prejudicial to DFC as against B&B. View "Voorhees Cattle Co. v. Dakota Feeding Co." on Justia Law

This case involved a series of shifting employment arrangements between Plaintiff and Defendant, TSI Semiconductors America, LLC (TSA). In 2009, Plaintiff began working for Tejas Silicon, Inc. under a written employment agreement (Agreement). In 2011, corporate restructuring led to Plaintiff’s termination with Tejas and the offer of new employment with TSA. The parties amended the Agreement in certain respects. After Plaintiff was furloughed in 2012, Plaintiff sued TSA in a California state court alleging breach of contract, breach of the implied covenant of good faith and fair dealing, and California state law claims. TSA removed the case to federal district court. The district court entered summary judgment in favor of TSA, concluding that neither the reorganization, the non-renewal of the Agreement, nor the layoff constituted a termination without cause that triggered the duty to pay severance under the Agreement. The First Circuit reversed in part, affirmed in part, and remanded, holding (1) because genuine issues of material fact permeated the record, the district court erred in granting summary judgment for TSA on Plaintiff’s claim for severance benefits arising out of the 2011 reorganization; and (2) the district court did not err in granting summary judgment on Plaintiff’s claims regarding the 2012 non-renewal and the 2012 layoff. View "Mason v. Telefunken Semiconductors America, LLC" on Justia Law

CentiMark, a commercial roofer, hired Turnell as a laborer in 1978. In 1988 CentiMark promoted him to Chicago District Operations Manager. In his employment agreement, Turnell agreed to a non-disclosure provision and to restrictive covenants that prohibit “engag[ing] … in any Competing Business” during his employment and for two years afterward in any of the “regions and/or divisions and/or territories” in which he “operated” for CentiMark and “solicit[ing] the trade of, or trade with,” any of CentiMark’s “customers or suppliers, or prospective customers or suppliers” during his employment and for two years afterward. Turnell became Senior Vice President and Midwest Regional Manager. The company fired him in 2013, claiming that Turnell had misappropriated company resources and covered up fraudulent billing by his wife's company. Turnell claims the real reasons were his age, health issues, and high compensation. Turnell made little effort to find a job outside commercial roofing, but accepted an offer from Windward Roofing and contacted CentiMark customers. The court found Turnell’s covenants too broad, and entered a preliminary injunction, affirmed by the Seventh Circuit, that “Turnell shall not sell, attempt to sell, or help sell any products or services, or any combination thereof, related to commercial roofing to any person or entity who was a customer of Centimark Corporation as of January 8, 2013 and who is located in Illinois, Indiana, Michigan, Minnesota, North Dakota, South Dakota, or Wisconsin” and required CentiMark to post a $250,000 bond. View "Turnell v. Centimark Corp." on Justia Law

Northbound generates and sells life insurance leads, using the brand name “Leadbot,” but ran out of cash with a frozen line of credit and revenue that did not support its overhead. Norvax generates and sells health insurance leads. An asset purchase agreement was signed in 2009, “by and between” Northbound and Leadbot LLC, a subsidiary of Norvax that was formed to purchase the assets of Northbound. Under the agreement, Leadbot LLC was obligated to use the assets it acquired from Northbound in furtherance of the Leadbot brand. The purchase price was not paid in cash. Instead Northbound would receive an “earn-out” calculated as a percentage of the monthly net revenue of Leadbot LLC. The agreement also contained an Illinois choice-of-law clause. Northbound claims that Leadbot LLC and Norvax violated the agreement. The district court dismissed some claims and granted summary judgment for defendants on the remainder. The Seventh Circuit affirmed, reasoning that Norvax was not actually a party to the contract that was allegedly breached, nor is there any basis for holding Norvax liable for any breach by a subsidiary. View "Northbound Grp., Inc. v. Norvax, Inc." on Justia Law

At dispute in this case was compensation paid to Attorney by Law Firm for work Attorney performed on several class-action contingency fee cases involving the weight-loss pill Fen-Phen. Attorney was paid approximately fifteen percent of the fees generated by the Fen-Phen cases. Attorney filed suit claiming (1) the parties agreed that the general compensation agreement, which entitled Attorney to eighty percent of the fees he generated from hourly work, would apply to the fees generated by the Fen-Phen litigation; (2) under quantum meruit, Law Firm and additional defendants were unjustly enriched by his work; and (3) a second law firm that worked on the Fen-Phen litigation and received a portion of the fees was liable to him under Utah’s Fraudulent Transfer Act (FTA). The district court dismissed Attorney’s contract claim and concluded that Attorney failed to establish that he provided services more than the amount he received from the Fen-Phen fees. The Supreme Court (1) affirmed the dismissal of Attorney’s contract claim; (2) reversed the denial of Attorney’s jury demand and, sending the claim back to the jury, clarified the correct measure of damages on the quantum meruit claim; and (3) upheld the dismissal of the individual defendants from both the quantum meruit claim and the FTA claim. View "Jones v. Mackey Price Thompson & Ostler" on Justia Law

Seller entered into a purchase agreement with Buyer for the sale of certain equipment. The purchase agreement included an arbitration clause. Buyer eventually assigned its assets for the benefit of creditors to Assignee. Assignee sold Buyer’s tangible assets but retained choses in action. Assignee later brought a complaint in arbitration seeking damages for breach of the purchase agreement. The arbitrator concluded that Assignee had standing to bring the action and that the purchase agreement conferred jurisdiction upon him to hear the matter. Seller then brought this action seeking to enjoin the arbitration. The Court of Chancery dismissed this matter for lack of subject matter jurisdiction, concluding that a complete contractual remedy existed in arbitration. View "CVD Equip. Corp. v. Dev. Specialists, Inc." on Justia Law

This appeal arose out of a district court’s decision to affirm a magistrate court’s order granting Michelle Campbell relief on her breach of contract claim. This case stemmed from an employment offer Parkway Surgery Center, LLC made to Campbell. The offer included assurances that Parkway would “take care of” a loan Campbell had with her previous employer, Bingham Memorial Hospital (BMH). When Parkway refused to pay the obligation as promised, Campbell filed suit for a breach of contract. Following a bench trial, the magistrate court ruled in favor of Campbell and awarded her damages in the amount of the loan plus interest. Parkway appealed to the district court, which affirmed the magistrate’s order, but remanded to the magistrate court to reform the judgment to grant Campbell specific performance. Parkway appealed to the Idaho Supreme Court. On appeal, Parkway raised several arguments, including that the district court erred when it: (1) affirmed the magistrate court’s order; (2) determined Campbell was entitled to specific performance; (3) determined the statute of frauds did not apply in this case; and (4) awarded attorney fees to Campbell. Upon review, the Supreme Court concluded the trial court erred in reforming the magistrate court's judgment to grant Campbell specific performance. The court affirmed the district court in all other respects. The case was remanded for further proceedings. View "Campbell v. Parkway Surgery" on Justia Law

In 2006 and 2007, Respondent lent Petitioners, a group of real estate investors, over $170,000. When the real estate bubble burst the next year, Petitioners defaulted on the loans. Following more than a year of pretrial litigation, the district court entered default judgment against Petitioners because of their repeated failure to meet discovery deadlines. Petitioners appealed, arguing that their discovery failures did not merit the sanction of default and that the default judgment could not be entered on some claims because Respondent’s complaint had not alleged sufficient facts to support relief. The court of appeals affirmed, concluding that the district court did not abuse its discretion in entering default judgment. The court refused to consider the second set of arguments because they had not been preserved. The Supreme Court affirmed, holding (1) the district court did not abuse its discretion in entering default; and (2) the court of appeals correctly determined that it should not consider the issue of the complaint’s legal sufficiency because that issue had not been preserved. View "Fu v. Rhodes" on Justia Law

Trovare sought to purchase an affiliated group of family-owned companies. The parties executed a Letter of Intent that included a provision requiring the companies, if they terminated negotiations in writing before a certain date, to pay Trovare a breakup fee of $200,000. Trovare demanded that fee more than a month before the termination date, claiming that the companies intentionally scuttled the deal before the termination date, and then engaged in sham “negotiations” to avoid paying the breakup fee. The companies never sent written notice of termination. Following a remand, the district court concluded and the Seventh Circuit affirmed that the companies had not terminated negotiations before the termination date, and that Trovare was therefore not entitled to the breakup fee. View "Trovare Capital Grp., LLC v. Simkins Indus., Inc." on Justia Law

Martha and Mario Madrigal sued the City of Mesa. After the case was settled by the Madrigals’ second attorney, Raymond Slomski, the Madrigals’ first attorney, Edward Fitzhugh, assigned his rights under the parties’ contingent fee agreement to Al Carranza. Carranza later sued the Madrigals (“the fee-collection action”). The Madrigals subsequently divorced pursuant to a decree that allocated the remaining funds from the as-yet-unresolved fee-collection action. Mario and Carranza then entered into a settlement agreement that called for a portion of the disputed funds to be released to Mario and Carranza. The superior court approved the agreement. Slomski filed an interpleader action contesting the settlement. Thereafter, Martha successfully moved to set aside the order approving the settlement. Carranza then moved to substitute Fitzhugh as the real party in interest in both the fee-collection action and the interpleader action. The superior court denied the substitution request and court granted summary judgment in favor of Martha in the fee-collection action. The court of appeals affirmed summary judgment but reversed the denial of Carranza’s motion to substitute in the fee-collection action. The Supreme Court vacated in part, holding that the trial court did not abuse its discretion in denying the motions to substitute. View "Carranza v. Madrigal" on Justia Law