Justia Contracts Opinion Summaries

Carilion initiated an arbitration proceeding against UBS and Citi under the Financial Industry Regulatory Authority, Inc. (FINRA) Rule 12200, which required FINRA members to arbitrate disputes with a customer at the customer's request. UBS and Citi commenced this action to enjoin the arbitration proceedings, contending that Carilion was not a "customer" as that term was used in FINRA Rule 12200 and that, in any event, Carilion waived any right to arbitrate by agreeing to the forum selection clause contained in written agreements with UBS and Citi. The court concluded that Carilion, by purchasing UBS and Citi's services, was indeed a "customer" entitled to arbitration under FINRA Rule 12200 and that the forum selection clause did not have the effect of superseding or waiving Carilion's right to arbitrate. Accordingly, the court affirmed the district court's denial of UBS and Citi's motion for injunctive relief. View "UBS Financial Services, Inc. v. Carilion Clinic" on Justia Law

This case involved a dispute between a natural gas clearinghouse, Dynegy, and two separate entities that managed refinery plants, Ergon Refining and Ergon-WV. Dynegy and Ergon Refining appealed the district court's holding that Dynegy had no contractual duty to Ergon Refining to attempt to secure replacement gas after declaring force majeure in response to hurricane damage, but did have such a duty to Ergon-WV under a separate contract. Although the district court mistakenly concluded that the Ergon Refining contract was ambiguous, it nevertheless correctly used extrinsic evidence to determine the parties' understanding of the contract's "reasonable dispatch" clause. The district court erred, however, in concluding that the Ergon-WV contract unambiguously required Dynegy to attempt to secure replacement gas. Therefore, the court held that neither contract required Dynegy to attempt to secure replacement gas during the force majeure period and affirmed the district court's ruling on the Ergon Refining contract and reversed with respect to the Ergon-WV contract. View "Ergon-West Virginia, Inc. v. Dynegy Marketing & Trade" on Justia Law

Brent Anderson purchased life insurance from Insurer and named three beneficiaries under the policy: (1) his then-wife, Lucia, (2) his parents, and (3) his sister. Brent and Lucia subsequently divorced. Later that year, Mont. Code Ann. 72-2-814 became effective. The statute provides that a divorce revokes "any revocable disposition or appointment of property made by a divorced individual to the individual's former spouse in a governing instrument." Brent died several years later without having changed his designation of Lucia as primary beneficiary under the life insurance policy. Insurer filed an interpleader action to determine the rightful beneficiary under Brent's policy. The district court ruled in favor of Lucia based in part on the fact that section 72-2-814 became effective after Brent and Lucia's divorce. The Supreme Court accepted a certified question from the U.S. court of appeals and answered that section 72-2-814 applies to a divorce that pre-dates the statute's enactment. View "Thrivent Fin. for Lutherans v. Andronescu" on Justia Law

At issue before the Supreme Court in this case was whether certain terms contained in a credit agreement between a lender and a bank was ambiguous with regard to the default interest rate. Because the Court held that the credit agreement was not ambiguous, it did not address whether Colorado's Credit Agreement Statute of Frauds allowed for the introduction of extrinsic evidence to resolve a facially ambiguous credit agreement. View "FDIC v. Fisher" on Justia Law

This was the second appeal in this case. Doctor, who was licensed to practice medicine in Nebraska and Washington, entered into an assurance of compliance with the Attorney General due to unprofessional conduct. The assurance of compliance was made part of Doctor's public record. Consequently, Doctor alleged that the Washington Department of Health learned via public record of the assurance of compliance and initiated a disciplinary action against him. Doctor was also made ineligible with the American Board of Family Medicine. Doctor filed a complaint against the Nebraska Department of Health and Human Services and the Attorney General alleging that the Attorney General fraudulently and negligently misrepresented the adverse effects of the assurance of compliance. The district court granted summary judgment in favor of Defendants, finding the misrepresentation claims to be contract claims subject to, and barred by, the State Contract Claims Act (Act). Doctor again appealed. The Supreme Court affirmed, holding that the district court did not err in finding that Doctor's claims were subject to, and barred by, the Act. View "Zawaideh v. Dep't of Health & Human Servs." on Justia Law

Appellant filed suit against a paragliding company and the company's employees, owners, and agents (collectively, Appellees) after he sustained injuries during a paragliding training clinic conducted by Appellees. At the time of the incident, Appellant was a member of the United States Hang Gliding and Paragliding Association (USHPA). Appellees filed a motion to dismiss, seeking to enforce a forum selection clause contained in an assumption of risk agreement that Appellant had signed as a condition of his membership with USHPA. Based upon the forum selection clause, Appellees contended that California was the appropriate forum for the litigation. The district court granted the motion to dismiss. The Supreme Court reversed, holding that the forum selection clause contained in the agreement between Appellant and USHPA was not enforceable as between the parties to the present litigation, as Appellees were not parties to that contract and did not consent in advance to the jurisdiction of the California courts. Remanded. View "Venard v. Jackson Hole Paragliding, LLC" on Justia Law

Plaintiffs, a car owner and the purchaser of that car, filed suit against Advance Stores, which supplied a car battery to the original owner. The battery died shortly after the second owner purchased the car, and Advance Stores refused to provide a free replacement under the limited warranty. After the Supreme Court answered a certified question and remanded the case, the trial court allowed Plaintiffs to amend the complaint to add an additional cause of action for violation of the Magnuson-Moss Warranty Act (Act). Advance Stores moved to dismiss the third amended complaint. The trial court denied the motion in part and allowed the third amended complaint to go forward on new theories. Thereafter, Advance Stores filed this petition for a writ of prohibition, asserting that the circuit court ignored the mandate of the Supreme Court in McMahon I. The Supreme Court granted the writ and directed the circuit court to grant in full Advance Stores' motion to dismiss the third amended complaint, holding that in failing to present a claim under the Act in McMahon I, Plaintiffs were precluded from amending their complaint to assert the claim under the limited remand. View "State ex rel. Advance Stores Co. v. Circuit Court" on Justia Law

Oak Ridge FM, Inc. contractually agreed for Dick Broadcasting Company (DBC) to have a right of first refusal to purchase Oak Ridge's radio station assets. The agreement was assignable by DBC only with Oak Ridge's consent. DBC subsequently asked Oak Ridge to consent to the assignment of the right-of-first-refusal agreement, but Oak Ridge refused. Oak Ridge also refused to consent to the assignment of a time brokerage agreement and a consulting agreement, both of which lacked consent agreements. DBC sued Oak Ridge and others for breach of contract and violation of the implied covenant of good faith and fair dealing. The trial court granted summary judgment in favor of Defendants. The court of appeals vacated the trial court's judgment. The Supreme Court affirmed, holding (1) where parties have contracted to allow assignment of an agreement with the consent of the non-assigning party, and the agreement is silent regarding the anticipated standard of conduct in withholding consent, an implied covenant of good faith and fair dealing requires the non-assigning party to act with good faith and in a commercially reasonable manner in deciding whether to consent to the assignment; and (2) genuine issues of material fact remained in dispute in this case. View "Dick Broad. Co., Inc. of Tenn. v. Oak Ridge FM, Inc." on Justia Law

This appeal stemmed from a construction contract dispute between Total Industrial Plant Services, Inc. (TIPS) and Turner Industries Group, LLC (Turner). Fidelity and Deposit Company of Maryland (Fidelity) was the surety for Turner's substitution bond filed in lieu of TIPS's construction lien. TIPS filed a complaint against Turner and Fidelity, alleging various causes of action. The trial court granted TIPS's motion for partial summary judgment and ordered Turner to return the retainage it had withheld. After a trial, the district court found in favor of Defendants and dismissed TIPS's remaining claims. The Supreme Court affirmed in part and reversed in part, holding that the district court did not err by (1) denying TIPS's claim for additional compensation under a theory of either quantum meruit or breach of contract; (2) failing to find that TIPS was the prevailing party and awarding costs and fees to Turner; (3) finding TIPS's construction lien was barred by the ninety-day statute of limitations; (4) granting partial summary judgment to TIPS and ordering Turner to return the retainage; and (5) dismissing Turner's bill of costs for being untimely. The Court, however, found the district court erred by denying TIPS prejudgment interest on the retainage. Remanded. View "Total Indust. Plant Servs. v. Turner Indust. Group, LLC" on Justia Law

Plaintiff purchased title insurance for a condominium unit she had recently purchased. Plaintiff's neighbor subsequently initiated a lawsuit against Plaintiff alleging that Plaintiff's property was subject to a view easement. Plaintiff tendered the complaint to her title insurance company (Insurer) requesting a defense pursuant to her title insurance policy. Commonwealth denied Plaintiff's request based on certain exclusions in the policy. Plaintiff sued Insurer alleging a breach of contract and requesting a declaratory judgment that Insurer had a duty to defend Plaintiff against her neighbor's complaint. The superior court granted Insurer's motion for summary judgment, finding that the policy specifically excluded the view easement from coverage. The Supreme Court vacated the judgment, holding that due to the broad nature of the duty to defend and the law's requirement that insurance-policy interpretation be focused on the insured, Insurer had a duty to defend Plaintiff in the underlying litigation. View "Cox v. Commonwealth Land Title Ins. Co." on Justia Law