Justia Contracts Opinion Summaries

Johnson Controls, a Wisconsin manufacturer of building management systems and HVAC equipment, and Edman Controls entered into an agreement giving Edman exclusive rights to distribute Johnson’s products in Panama. In 2009, Johnson breached the agreement by attempting to sell its products directly to Panamanian developers, circumventing Edman. Edman invoked the agreement’s arbitration clause. The arbitrator concluded that Johnson had breached the agreement and that Edman was entitled to damages. Johnson sought to vacate or modify the arbitral award, challenging the way in which the award took account of injuries to Edman’s subsidiaries and the arbitrator’s alleged refusal to follow Wisconsin law. The district court ruled in Edman’s favor. The Seventh Circuit affirmed and upheld the district court’s award of attorney fees. View "Johnson Controls, Inc. v. Edman Controls, Inc." on Justia Law

In 1996 Beloit agreed to build high-speed paper-making machines for Indonesian paper companies. Two of the companies executed promissory notes in favor of Beloit reflecting a principal indebtedness of $43.8 million. The paper companies guaranteed the notes; Beloit assigned them to JPMorgan in exchange for construction financing. The machines were delivered in 1998 but did not run as specified. In 2000 the parties settled claims pertaining to the machines but preserved obligations under the notes. JPMorgan sued for nonpayment. The district court held that warranty-based claims were foreclosed by the settlement and that other defenses lacked merit; it awarded JPMorgan $53 million. After the appeal was filed, JPMorgan issued citations to discover assets. Although the companies raised an international conflict-of-law question, the district court ordered compliance with the citations. The Seventh Circuit affirmed. The settlement waived implied warranty defenses and counterclaims. The fraud defense is also mostly barred; to the extent it is not, the evidence was insufficient to survive summary judgment. The court also rejected defenses that the notes lacked consideration; that the notes were issued for a “special purpose” and were not intended to be repaid; and that JPMorgan is not a holder in due course. The discovery order was not appealable. View "JPMorgan Chase & Co., N.A. v. Asia Pulp & Paper Co., Ltd." on Justia Law

Defendant was an attorney who litigated a case against the nations believed to be behind a 1972 terrorist attack on Puerto Ricans at an Israeli airport. Defendant and the American Center for Civil Justice (the Center) originally had an agreement on how to handle the litigation. However, Defendant misrepresented to clients that the Center had paid him for his work and convinced clients to revoke the Center's attorney's power of attorney. Thereafter, the Center filed suit against Defendant. In the meantime, Plaintiffs, the heirs of two individuals killed in the terrorist attack who signed retainer agreements with Defendant, filed this action against Defendant, alleging that the retainer agreements were void because Defendant secured their consent by deceit. After a jury trial, judgment was entered against Defendant. The First Circuit Court of Appeals affirmed, holding (1) the evidence was sufficient to support the conviction; (2) the non-testifying heirs proved deceit without testifying about their reliance on Defendant's misrepresentations; and (3) the district court did not err in its instructions to the jury. View "Estate of Berganzo-Colon v. Ambush" on Justia Law

This case arose when First Investment entered into a series of shipbuilding contracts with FSIGC and Mawei (collectively, the "Fujian Entities"). First Investment alleged that the Fujian Entities breached the contracts by refusing to honor an option agreement. On appeal, First Investment appealed the district court's decision to deny confirmation of a foreign arbitral award against the Fujian Entities and the People's Republic of China. At issue was whether a court could dismiss a petition to confirm a foreign arbitration award for lack of personal jurisdiction under the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. The court concluded that the district court's dismissal of the petition on personal jurisdiction grounds was appropriate. The court also concluded that the district court properly dismissed the People's Republic of China for lack of subject matter jurisdiction. Accordingly, the court affirmed the judgment. View "First Invst Corp. of the Marshall Islands v. Fujian Mawei Shipbuilding, Ltd, et al" on Justia Law

Servicios, a Venezuela corporation, filed suit in district court against John Deere, a Louisiana corporation, for breach of contract providing for Servicios' exclusive distributorship of John Deere products in Venezuela. Servicios appealed the district court's judgment dismissing the complaint. The court concluded that there was no per se rule against standing for non-resident aliens in federal courts, as John Deere contended, and that the principles of prudential standing did not call for the dismissal of Servicios' suit. The court also concluded that the district court abused its discretion in dismissing Servicios' complaint to the extent that it did so as a penalty for its perceived failure to properly brief its opposition to John Deere's motion. Accordingly, the court vacated and remanded for further proceedings. View "Servicios Azucareros de Venezuela, C.A., et al v. John Deere Thibodeaux, Inc." on Justia Law

This case stemmed from a dispute related to the purchase of a lot in the Bahamas. The court held that the district court erred when it determined that the appraisal fraud claims were within the scope of the lot purchase contract's forum-selection clause. The court also held that the district court erred in applying equitable estoppel to allow the nonsignatories to the lot purchase contract to invoke the lot purchase contract's Bahamian forum-selection clause. Accordingly, the court reversed the district court's judgment granting the motion to dismiss for improper venue and remanded for further proceedings. View "Bahamas Sales Assoc., LLC v. Byers" on Justia Law

In this interlocutory appeal, Motorola appealed from the district court's preliminary injunction to enjoin Motorola temporarily from enforcing a patent injunction that it obtained against Microsoft in Germany. The underlying case before the district court concerned how to interpret and enforce patent-holders' commitments to industry standard-setting organizations (SSOs), which established technical specifications to ensure that products from different manufacturers were compatible with each other. Specifically, the case involved the H.264 video coding standard set by International Telecommunications Union (ITU), and the 802.11 wireless local area network standard set by the Institute of Electrical and Electronics Engineers (IEEE). The court held that, under the unique circumstances of this case, the district court's narrowly tailored preliminary injunction was not an abuse of discretion. Accordingly, the court affirmed the judgment. View "Microsoft Corp. v. Motorola, Inc., 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

Harley-Davidson had a licensing agreement with a subsidiary of DFS and received notice that the companies had merged. Harley-Davidson did not exercise its right to terminate, but later discovered that DFS had sold unauthorized products bearing the trademark to an unapproved German retailer. Harley-Davidon sent an e-mail saying that it believed DFS was in breach of contract and that it was suspending approval of products. DFS responded in kind. Harley-Davidson then attempted to recover unpaid royalties and to secure from DFS information required under the agreement. DFS refused these attempts, but submitted production samples for a new collection. Harley-Davidson reminded DFS of the termination. DFS advised Harley-Davidson that it had “wrongfully repudiated the License Agreement” and that DFS planned to act unilaterally in accordance with its own views of rights and obligations. The district court granted injunctive relief against DFS, which was attempting to litigate the dispute in Greece. The Seventh Circuit affirmed. Harley-Davidson made strong showings that DFS was deliberately breaching a licensing agreement and “has tried numerous legal twists and contortions to try to avoid the legal consequences.” The court rejected an argument that the agreement provision consenting to personal jurisdiction in Wisconsin was not binding on DFS. View "H-D MI, LLC v. Hellenic Duty Free Shops, S.A." on Justia Law

CS manufactures and sells X-ray and metal detection devices for use in public facilities around the world. Tecapro is a private, state-owned company that was formed by the Vietnamese government to advanced technologies into the Vietnamese market. In 2010, Tecapro purchased 28 customized AutoClear X-ray machines from CS for $1,021,156. The contract provides that disputes shall be settled at International Arbitration Center of European countries for claim in the suing party’s country under the rule of the Center. Tecapro initiated arbitration proceedings in Belgium in November 2010. In December 2010, CS notified Tecapro of its intention to commence arbitration proceedings in New Jersey. In January 2011, CS filed its petition to compel arbitration in New Jersey and enjoin Tecapro from proceeding with arbitration in Belgium. The district court concluded that it had subject matter jurisdiction under the U.N.Convention on the Recognition and Enforcement of Foreign Arbitral Awards, that it had personal jurisdiction over Tecapro, and that Tecapro could have sought to arbitrate in Vietnam and CS in New Jersey. The latter is what happened, so “the arbitration shall proceed in New Jersey.” After determining that it had jurisdiction under the Federal Arbitration Act, 9 U.S.C. 1, the Third Circuit affirmed.