Justia Contracts Opinion Summaries

Innotext represents automotive manufacturers. Stafford is its vice president. Petra is a sales, service, and support company that represents three offshore companies. In the 1990s, automakers outsourced work overseas to reduce labor costs. Stafford began looking for offshore companies that had the ability to manufacture automotive textile products. Stafford later testified that, based on a handshake agreement, he sought to generate business for Petra. After three sales to Johnson Controls, Innotext claimed that its efforts created an opportunity for Petra and sought commissions. The district court granted judgment as a matter of law on all counts. The Sixth Circuit reversed in part, finding that there was sufficient evidence that reasonable minds could differ, but affirmed dismissal of an implied contract claim. View "Innotext Inc. v. Petra'Lex USA Inc." on Justia Law

GenCorp owned a vinyl-manufacturing facility, including hazardous waste management units (RCRA units), which reclaimed solvent waste. Under the Resource Conservation and Recovery Act (RCRA), 42 U.S.C. 6901, GenCorp was obligated to obtain permits for the units. GenCorp had not received all of the required permits when it agreed to sell the facility. The agreement specified GenCorp’s retained liabilities, and contained a provision requiring each party to indemnify and defend against their retained liabilities. Textileather became the owner in 1990 and decided to discontinue use of the RCRA units. Textileather began the closure process required by Ohio Administrative Code 3745-66; the Ohio Environmental Protection Agency (OEPA) issued several Notices of Deficiency. Textileather challenged the OEPA’s 2001 closure plan and asserted that GenCorp was obligated to indemnify and defend. The district court ruled in favor of GenCorp, holding that, under the agreement, OEPA did not constitute a “third party” and Textileather’s RCRA closure proceedings did not constitute a “claim or action.” The Sixth Circuit reversed in part and directed the district court to enter judgment for Textileather on the legal question of whether the retained liabilities section of the agreement applies. The court affirmed that GenCorp retained only CERCLA claims covered by certain sections. View "Textileather Corp. v. GenCorp Inc." on Justia Law

TMTA obtained a policy, known as the CrimeShield Policy to transfer the risk of employee theft from the TMTA to Hartford. Almost immediately after the parties signed the Policy a TMTA employee began diverting funds into his own accounts from the TMTA Insurance Agency, a limited liability corporation controlled by the TMTA and from which the TMTA receives a significant portion of its income. The Agency is not a named insured under the policy. Hartford took the position that the Agency, not the TMTA, suffered the loss. The Sixth Circuit affirmed the district court, holding that the Agency a party is not directly covered by the policy, and that the policy does not otherwise provide for the TMTA to recover funds that were diverted from the Agency.View "Tooling, Mfg.& Tech. Ass'n v. Hartford Fire Ins. Co." on Justia Law

Judith Koenig rented a car from a car rental company and was involved in an accident. PurCo sued Koenig to collect damages related to the incident, including damages for loss of the vehicle's use during the time it was being repaired. PurCo sought to measure loss of use damages by using the reasonable rental value of a substitute vehicle. Koenig filed a motion for summary judgment which the trial court granted, holding that PurCo could prevail on its loss of use damages claim only if it suffered actual lost profits. The court of appeals reversed the trial court's summary judgment ruling and remanded the case. It agreed with the trial court's conclusion that, in general, the appropriate measure of loss of use damages in a commercial setting is actual lost profits, but concluded the rental agreement in this case altered the measure of loss of use damages and held that PurCo was required to show certain loss prerequisites. Upon review, the Supreme Court affirmed the court of appeals judgment on different grounds, holding that loss of use damages in a commercial setting may be measured either by actual lost profits or by reasonable rental value. PurCo was entitled to recover loss of use damages irrespective of its actual lost profits. Accordingly, this case was remanded for calculation of the reasonable rental value of a substitute vehicle. View "Koenig v. PurCo Fleet Services, Inc." on Justia Law

Shawn Adel, a former employee of Westgate Resorts, a timeshare company, formed Consumer Protection Group (CPG) to right perceived wrongs stemming from Westgate's offer of certificates to consumers that were virtually irredemable. CPG solicited people who had received certificates to assign their claims to CPG. Westgate sued Adel, claiming intentional interference with existing and potential economic relations, conversion, breach of contract, and violation of the Utah Uniform Trade Secrets Act. Adel and CPG counterclaimed on behalf of 500 claimants, alleging breach of contract, fraudulent inducement, and violation of the Utah Consumer Protection Act. The jury awarded actual economic damages of between $5 and $550 for each claimant and awarded each claimant punitive damages of $66,666. The Supreme Court vacated the jury's punitive damages award, holding that the award violated Westgate's procedural due process rights under Philip Morris USA v. Williams because the statements made by CPG's counsel during closing argument created a risk that the jury would improperly consider harm allegedly caused by Westgate to nonparties when it fixed its punitive damages award. Remanded for a new evaluation of the punitive damages award only. View "WestGate Resorts, Ltd. v. Adel" on Justia Law

Plaintiff filed a complaint alleging that Defendant committed a breach of a settlement agreement with the town by failing to remove mulch from property owned by Plaintiff. Defendant filed a special motion to dismiss under the anti-SLAPP (Strategic Lawsuit Against Public Participation) statute, contending that the civil claim was intended to retaliate, deter, and punish Defendant solely for engaging in the constitutionally protected activity of petitioning the town. The motion was denied. On interlocutory appeal, the Supreme Court affirmed the denial, holding that Defendant failed to meet its required threshold showing that Plaintiff's claim of breach of the settlement agreement was based on Defendant's exercise of its right to petition. View "Marabello v. Boston Bank Corp." on Justia Law

Two physicians who contracted with HMOs refused to accept capitation payments in place of fee-for-service payments, so the HMOs dropped the physicians' contracts. The physicians brought constitutional and antitrust claims against the companies, which the district court rejected on a motion to dismiss. The physicians appealed. The First Circuit Court of Appeals affirmed, holding (1) because the appellees were not governmental actors, Appellants' constitutional claims failed; and (2) because the appellees that Appellants contended violated the Sherman Act were not independent firms and were, rather, wholly owned subsidiaries of the same parent company, the appellees could not have violated the Act's conspiracy prohibition. View "Gonzalez-Maldonado v. MMM Health Care, Inc." on Justia Law

H&R Block appealed the district court's grant of summary judgment in favor of defendants. At issue was whether H&R Block had the right to terminate two franchise agreements between the parties where the agreements expressly stated that defendants could terminate at any time but only affirmatively allowed H&R Block to terminate for cause. Because the court found under de novo review that the language of the contracts did not unequivocally express the parties' intent for the contracts to last forever, the court reversed the judgment. View "H & R Block Tax Services LLC v. Franklin, et al." on Justia Law

This appeal arose from a related case currently pending in a United Kingdom Litigation, which arose from contractual disputes related to the exploration, development, and operation of oil blocks in Kurdistan, Iraq. On appeal, plaintiff argued that the district court erred by granting a motion to quash certain discovery subpoenas before plaintiff had an opportunity to respond in opposition and by not providing any reasons on the record for its decision. The court vacated the district court's order and remanded with instructions to allow plaintiff a reasonable period to respond to the motion and, thereafter, to provide written or oral reasons for the basis of its ruling. Otherwise, the district court was fully empowered to resolve these discovery disputes in a manner not inconsistent with this opinion. View "Texas Keystone, Inc. v. Prime Natural Resources, Inc., et al." on Justia Law

This case arose from claims asserted by multiple persons against Blue Cross and Blue Shield of Montana (BCBSMT) and Montana Comprehensive Health Association (MCHA). Claimants asserted that while they were fully insured by BCBSMT or MCHA, they submitted claims that the insurers denied based upon exclusions contained in their insurance policies. These exclusions were subsequently disapproved by the Montana Commissioner of Insurance (Commissioner) and the insureds sought the previously-denied benefits. The matter evolved into a class action and three of the claimants, Krista Lucas, Brittany Smith, and Alice Speare, were named class representatives. Subsequently, a settlement was negotiated. Three other claimants, Tyson Pallister, Kevin Budd and Jessica Normandeau, objected to the settlement and sought review by the Second Judicial District Court. The District Court approved the settlement. Pallister, Budd and Normandeau appealed asserting numerous errors by the District Court including but not limited to the court’s error in denying Pallister’s motion to conduct discovery. Upon review, the Supreme Court reversed and remanded on a discrete issue of discovery and vacated the District Court’s approval of the Settlement Agreement. View "Pallister et al v. Blue Cross & Blue Shield of Montana" on Justia Law