Justia Contracts Opinion Summaries

Two individuals, Ronald and Karen White, bought a used car from Real Deal Auto Sales & Service Center, LLC. After experiencing issues with the car, the Whites asked Real Deal to either replace the car's catalytic converters or give them a refund, which Real Deal refused. Subsequently, the Whites repaired the car themselves and sued Real Deal in a small claims action. The District Court ordered Real Deal to pay the Whites $6,000 for the repairs, plus costs. Real Deal appealed this decision to the Superior Court, which reversed the District Court's decision. The Whites appealed this reversal to the Maine Supreme Judicial Court.The Maine Supreme Judicial Court ruled in favor of the Whites, agreeing that the Superior Court erred in reversing the original judgement. The case was therefore remanded for reinstatement of the small claims judgement in favor of the Whites.This decision was based on a Maine law which states that a dealer warrants that a vehicle has been inspected according to rules laid down by the state. Evidence presented by the Whites suggested that parts of the car's exhaust system were inadequate, which could have led the District Court to infer that the car did not meet state inspection standards at the time of sale. As such, the Maine Supreme Judicial Court concluded that the evidence could support a determination that Real Deal breached the warranty of inspectability, thereby violating the Unfair Trade Practices Act. The Court remanded the matter to the Superior Court to enter a judgment affirming the District Court’s small claims judgement in favor of the Whites. View "White v. Real Deal Auto Sales & Service Center, LLC" on Justia Law

In California, VFLA Eventco, LLC (VFLA), a music festival organizer, sued Starry US Touring, Inc., Kali Uchis Touring, Inc., Big Grrrl Big Touring, Inc., and William Morris Endeavor Entertainment, LLC (WME) over the return of deposits paid to secure the performances of Ellie Goulding, Kali Uchis, and Lizzo at VFLA’s music festival scheduled for June 2020. Due to the COVID-19 pandemic and government restrictions, VFLA cancelled the festival and demanded the return of the deposits from WME, who negotiated the performance contracts and held the deposits as the artists’ agent. VFLA claimed its right to the deposits under the force majeure provision in the parties’ performance contracts. The artists refused VFLA’s demand, claiming VFLA bore the risk of a cancellation due to the pandemic. The trial court granted summary judgment in favor of the artists and WME.The Court of Appeal of the State of California Second Appellate District affirmed the judgment, holding that the trial court properly granted summary judgment in favor of the artists and WME. The court interpreted the force majeure provision as not reasonably susceptible to VFLA’s interpretation, and favoring the artists. The court also held that the artists’ interpretation did not work an invalid forfeiture or make the performance contracts unlawful. View "VFLA Eventco, LLC v. William Morris Endeavor Entertainment, LLC" on Justia Law

The plaintiff, Yarnell, filed a wrongful death action against Clinton No. 1, Inc., a healthcare and rehabilitation center, alleging that Clinton's negligence led to her mother's death from COVID-19. The Missouri Supreme Court addressed whether Clinton's proposed theories of immunity barred Yarnell's claims, which were based on the Public Readiness and Emergency Preparedness (PREP) Act and two Missouri acts.Yarnell's mother had contracted with Clinton for a private room, but Clinton placed her with a roommate, which Yarnell claimed exposed her mother to COVID-19, violated their agreement, and ultimately led to her mother's death. Clinton argued that Yarnell's claims were barred by the PREP Act, which provides immunity for healthcare providers administering or using covered countermeasures during a public health emergency, and Missouri laws granting immunity to healthcare providers during an emergency declared by the governor and in COVID-19 exposure actions.The court found that Yarnell's petition did not implicate a covered countermeasure under the PREP Act, as it made no reference to the administration or use of a diagnostic test or any other covered countermeasure. The court also found that Clinton failed to demonstrate it agreed to be deployed during the emergency or that the governor or any state agency acted on such agreement and deployed Clinton, which would have entitled it to immunity under Missouri law. Lastly, the court noted that Yarnell had adequately alleged her harm was caused by Clinton's recklessness, and the two COVID-19 statutes would not foreclose relief if Yarnell were able to prove such recklessness. Therefore, the court quashed its preliminary writ of mandamus, allowing Yarnell's case to proceed. View "State ex rel. Clinton No. 1 vs. Baker" on Justia Law

This case involves Avue Technologies Corporation ("Avue") and the Secretary of Health and Human Services and the Administrator of the General Services Administration. Avue is a software development company that sells its software to private and government entities, which helps them automate administrative tasks while complying with statutory, regulatory, and policy requirements. Avue does not sell its software licenses directly to federal agencies. Instead, it sells annual subscriptions through third party Carahsoft Technology Corporation (“Carahsoft”), an authorized reseller that has a Federal Supply Schedule (“FSS”) contract with the General Services Administration (“GSA”).Avue tried to govern its relationship with end users of its software through an end-user licensing agreement ("EULA"), which is incorporated into the FSS contract between Carahsoft and the GSA. In 2015, the Food and Drug Administration ("FDA") placed a task order for a subscription to Avue's software under the FSS contract. However, in 2016, the FDA chose not to renew its subscription, leading Avue to claim that the FDA had violated its EULA.The Civilian Board of Contract Appeals ("Board") dismissed Avue's appeal for lack of jurisdiction, stating that even if the EULA established a contract between Avue and the U.S. Government, the Board lacked jurisdiction because the EULA was not a procurement contract within the meaning of the Contract Disputes Act ("CDA"). Avue appealed this decision to the United States Court of Appeals for the Federal Circuit.The court disagreed with the Board's decision, stating that Avue only needed to allege non-frivolously that it had a contract with the U.S. Government to establish the Board's jurisdiction, and it didn't need to prove the existence of such a contract. The court held that Avue's allegation that it was part of a procurement contract was non-frivolous and sufficient to establish the Board's jurisdiction. Therefore, the court vacated the Board's dismissal and remanded the case for further proceedings on the merits. View "AVUE TECHNOLOGIES CORPORATION v. HHS " on Justia Law

This case is focused on a business dispute regarding the formation and ownership of a limited liability company. The plaintiff contends that he had an agreement with the defendant to have equal ownership in the business. However, the company was allegedly improperly formed with the defendant as the sole owner. The plaintiff alleges that this resulted in a breach of contract. The district court ruled in favor of the defendant, citing the statute of limitations and the statute of frauds as grounds for dismissal.The dispute originated from the formation of Helping Hands Capital, LLC, a Texas-based company that provided pre-settlement medical advancement loans. The plaintiff claimed that he was supposed to be an equal owner in the business, but the defendant was the only one listed as the managing member in the company's formation documents. The plaintiff claimed that after a third partner transferred his interests back to the company, the defendant told him that they were now 50/50 partners. However, in 2018, the defendant clarified that the plaintiff only had an "economic benefit" in the company and did not have "legal ownership". The plaintiff claimed that this was when he was excluded from the business, leading to his breach of contract claim.The United States Court of Appeals for the Fifth Circuit affirmed the lower court's decision. The appeals court only addressed the applicability of the statute of frauds, which requires certain contracts to be in writing. The court held that the agreement fell within the statute of frauds because the agreement's performance required more than a year, and the evidence does not unequivocally support the existence of a profit-sharing contract. View "Chase v. Hodge" on Justia Law

In the case before the United States Court of Appeals for the Sixth Circuit, State Farm Mutual Automobile Insurance Company ("State Farm") brought a lawsuit against Michael Angelo, alleging violations of the Racketeer Influenced and Corrupt Organizations Act ("RICO"). The lawsuit claimed that Angelo submitted fraudulent bills to the insurance company. Angelo later filed a separate action against State Farm under the False Claims Act ("FCA"), alleging that the insurance company wrongfully avoided paying medical benefits. This action was unknown to State Farm at the time because FCA complaints are required to be filed under seal.The two parties entered into a settlement agreement in February 2021, resolving the RICO action. As part of the agreement, Angelo agreed to take all necessary steps to dismiss certain claims against State Farm. After the settlement agreement was signed, the FCA complaint was unsealed and served on State Farm. State Farm then sought to enforce the settlement agreement, arguing that it required Angelo to dismiss the FCA action as well.Angelo argued that the settlement agreement did not apply to the FCA action because the FCA claims were unrelated to the settled RICO claims. However, the district court disagreed and ordered Angelo to seek the government's consent to dismiss his FCA claims against State Farm. Angelo appealed this decision, claiming it violated his First Amendment rights and the FCA.The Court of Appeals affirmed the district court's decision, stating that the settlement agreement clearly encompassed the FCA action. The court also held that the district court had not erred in requiring Angelo to seek the government's consent to dismiss his FCA claims. Angelo's First Amendment claim was deemed forfeited as it was raised for the first time in a motion for reconsideration and was thus untimely. View "State Farm Mutual Automobile Insurance Co. v. Angelo" on Justia Law

The United States Court of Appeals for the Tenth Circuit affirmed convictions against Whitney McBride and her company, Odyssey International Inc., for fraudulent conduct in obtaining a government contract. McBride was convicted of five offenses, including wire fraud, major fraud, and making a false declaration. She appealed the convictions, arguing that they should be vacated based on a Supreme Court case decided after her conviction, Ciminelli v. United States, which dealt with the interpretation of federal fraud statutes. She also contended that her conviction for making a false declaration should be vacated due to errors in the jury instructions.The court rejected her arguments, finding that she had waived her challenges to the convictions for conspiracy, wire fraud, and major fraud because she invited error by proffering the jury instruction she now disputed. The court also found that she waived her challenges due to her numerous procedural errors, including failing to argue for plain error on appeal and failing to meet the requirements of the Federal Rules of Appellate Procedure. The court concluded that she had waived her arguments and affirmed her convictions. View "United States v. McBride" on Justia Law

The Eleventh Circuit Court of Appeals ruled on a class action lawsuit that involved a life insurance policy dispute between plaintiff Worth Johnson and defendant Protective Life Insurance Company. Johnson alleged that Protective breached its contract by not reassessing and adjusting its cost of insurance (COI) rates based exclusively on expectations of future mortality experience. The district court granted Protective’s motion for judgment on the pleadings, concluding that Protective did not breach its insurance contract.On appeal, the Eleventh Circuit affirmed the district court's decision in part, agreeing that the policy did not require Protective to reassess and redetermine its COI rates based exclusively on its expectations as to future mortality experience. However, the court reversed the district court's dismissal of Johnson's alternative claim that Protective did reassess and redetermine its COI rates, but ignored its expectations as to future mortality experience when doing so. The court remanded the case for further proceedings consistent with its ruling. View "Johnson v. Protective Life Insurance Company" on Justia Law

In this case, Bay, Ltd., a construction company, filed suit against The Most Reverend Wm. Michael Mulvey, Bishop of the Diocese of Corpus Christi, seeking to recover the value of unauthorized improvements made to a ranch leased from the Bishop by Michael Mendietta, a former Bay employee. Mendietta had used Bay's resources for these improvements without the company's consent. Bay also filed a separate lawsuit against Mendietta for damages related to his unauthorized actions, including the improvements to the ranch.Six years later, Bay and Mendietta entered into an agreement settling their claims. This agreement required Mendietta to pay Bay $750 per month to avoid a $1.9 million final judgment. The agreement allocated $175,000 of the settlement amount to Mendietta's homestead, but did not allocate specific values to the other injuries suffered by Bay, including the improvements to the ranch.After Bay dropped its claims against Mendietta and proceeded to trial against the Bishop alone, the jury awarded damages to Bay. However, the Bishop requested a settlement credit of $1.725 million (the total settlement amount minus the $175,000 allocated to Mendietta's homestead). The lower court denied this request, but the appellate court reversed, concluding that the unallocated amount of the settlement exceeded the jury's award to Bay.The Supreme Court of Texas affirmed the appellate court's decision, holding that the agreement between Bay and Mendietta constituted a $1.9 million settlement agreement. Because the agreement allocated $175,000 to an injury other than the one Bay sought to recover from the Bishop, the remaining $1.725 million was credited against the jury's verdict, resulting in a take-nothing judgment for Bay. View "BAY, LTD. v. MULVEY" on Justia Law

The dispute arose from an agreement between Columbia Plaza Associates (CPA) and Northeastern University regarding the development of a parcel of land in Boston. The contract stipulated that the developer for each phase of the project would be Northeastern or an affiliated entity, which could include CPA. The contract also specified that the developer of the garage parcel would be a joint venture between Northeastern and CPA.CPA claimed that Northeastern violated the agreement when it sought to develop a subparcel unilaterally and repudiated CPA's rights to that subparcel. CPA also argued that Northeastern's communication with a governmental agency amounted to a deceptive business practice.The court held that the agreement did not grant CPA development rights in any of the subparcels except for the garage parcel. The court also found no proof of an enforceable promise by Northeastern to build a hotel with CPA on the disputed subparcel. The court thus ruled in favor of Northeastern on all counts, including CPA's claims for breach of contract, breach of the implied covenant of good faith and fair dealing, intentional interference with advantageous economic relations, unjust enrichment, commercial fraud, unfair or deceptive business practices, and requests for declaratory and injunctive relief.The court further held that Northeastern was entitled to attorney's fees under the anti-SLAPP statute because it successfully dismissed CPA's claim of commercial fraud, which was based solely on Northeastern's petitioning activity. The court did not find CPA's claim to be a SLAPP suit. View "Columbia Plaza Associates v. Northeastern University" on Justia Law