Justia Contracts Opinion Summaries

This case stemmed from a dispute between Ghana and Balkan Energy Company where Balkan contracted with Ghana to refurbish and recommission a 125 megawatt power barge. Ghana filed an application for discovery pursuant to 28 U.S.C. 1782, seeking documents exchanged in a separate lawsuit between the current defendants. The district court granted Ghana's application and ordered the Missouri companies (collectively ProEnergy) to produce documents. ProEnergy produced some documents and discovery materials from its lawsuit with Balkan, but it refused other documents related to the settlement of that lawsuit. Because ProEnergy had already produced most of the documents, depositions, and interrogatory answers from its lawsuit with Balkan, and because ProEnergy was not party to the foreign litigation, the court was not persuaded that any fundamental unfairness was caused by the district court declining to compel production of the settlement documents. Accordingly, the court affirmed the decision.

Defendant appealed from an order of the district court denying his motion to dismiss, for lack of subject matter jurisdiction, plaintiffs' separate actions to recover for breach of contract. The district court based its subject matter jurisdiction determination on the commercial activities exception to foreign sovereign immunity as set forth in the Foreign Sovereign Immunities Act, 28 U.S.C. 1330, 1332, 1391(f), 1441(d), 1602-11. The district court also denied defendant's motions to dismiss, made pursuant to Rule 12(b)(6). At issue was, as regards to "clause two" of the commercial activities exception, whether plaintiffs' claims were sufficiently "based upon" any act that defendant performed in the United States that was "in connection with [defendant's] commercial activity" in Brazil. Also at issue was, with respect to "clause three," whether defendant's extraterritorial commercial acts caused a "direct effect" in the United States. In both cases, defendant contended that the district court erred in finding the requirements of the exception to be satisfied and thus argued that the district court lacked jurisdiction over the cases. The court held that defendant was immune under the Act and therefore reversed the district court's order.

Defendant, a Russian citizen, attended graduate school and owns real property, vehicles, and bank accounts in Ohio. He spends some time in Ohio each year, ranging from 40 days in 2007 to a total of 17 days in 2008–2009. He visits under a tourist visa and does not have an Ohio driver's license. After going to Russia to take part in a business venture with defendant, plaintiff filed suit in Ohio. The contract had no connection to the state. The trial court dismissed for lack of personal jurisdiction, noting that defendant was not served with process in a manner that automatically confers personal jurisdiction. The Sixth Circuit affirmed, finding that notions of fair play and substantial justice weigh against jurisdiction in Ohio. The court quoted a Russian proverb, “If you’re afraid of wolves, don’t go into the forest” that could be read, “If you’re afraid of the Russian legal system, don't do business in Russia.”

This case arose out of a contract entered into by Iraq's Ministry of Defense (IMOD) and Wye Oak for the refurbishment and disposal of Iraqi military equipment. At issue was whether, for purposes of analyzing subject matter jurisdiction under the Foreign Sovereign Immunities Act (FSIA), 28 U.S.C. 1602-11, a foreign state and its armed forces were separate legal persons. The court concluded that, for jurisdictional purposes, they were not. Therefore, the court held that Wye Oak's claim against Iraq alleging breach of contract entered into by IMOD fell within the FSIA's commercial activities exception. Accordingly, the court affirmed the district court's denial of Iraq's motion to dismiss Wye Oak's claim for lack of subject matter jurisdiction.

This case involved a breach of contract claim for the sale and service of an air combat maneuvering range for use by Iran's military. At issue was whether confirmation of an arbitration award in favor of the Ministry of Defense and Support for the Armed Forces of the Islamic Republic of Iran was "contrary to the public policy" of the United States under the Convention on the Recognition and Enforcement of Foreign Arbitral Awards, known as the "New York Convention," 9 U.S.C. 201-208. The court held that confirmation of the award did not violate any public policy. The court also held that the district court's judgment was a "money judgment" subject to postjudgment interest, and that a district court had discretion to award prejudgment interest and attorney's fees in an action to confirm an arbitration award under the Convention. Accordingly, the court affirmed the judgment in part, vacated it in part, and remanded to the district court for reconsideration of the Ministry's motions for prejudgment interest and attorney's fees.

Plaintiffs brought suit against defendants for breach of duty, improper taking in violation of international law, conversion, conspiracy to commit a tort, aiding and abetting an improper taking and fraudulent scheme, and unjust enrichment. Plaintiffs appealed the district court's dismissal of their claims for lack of subject matter jurisdiction under Rule 12(b)(1). The court held that, because the Foreign Sovereign Immunities Act of 1976 (FSIA), 28 U.S.C. 1330, 1602 et seq., applied to all defendants and no exception to sovereign immunity existed in this case, the judgment was affirmed.

This was an interlocutory appeal from an order of the district court denying a motion to dismiss a suit seeking confirmation of an international arbitration award. Appellant contended that the petition should be dismissed on the ground of forum non conveniens (FNC) in favor of an action in the courts of Peru. The court reversed and remanded with directions to dismiss the petition, concluding that the underlying claim arose from a contract executed in Peru, by a corporation then claiming to be a Peruvian domiciliary against an entity that appeared to be an instrumentality of the Peruvian government, with respect to work to be done in Peru, and the public factor of permitting Peru to apply its cap statute to the disbursement of governmental funds to satisfy the award tipped the FNC balance decisively against the exercise of jurisdiction in the United States.

Plaintiff appealed the district court's enforcement of the arbitration agreement in his employment contract with defendant. Plaintiff sued defendant on a single count of Jones Act negligence, pursuant to 46 U.S.C. 30104, claiming that defendant breached its duty to supply him with a safe place to work. The court held that, given the United Nations Convention on Recognition and Enforcement of Foreign Arbitral Awards (New York Convention) and governing Supreme Court and Circuit Court precedent, the court must enforce the arbitration clause in plaintiff's employment contract, at least at this initial arbitration-enforcement stage. Therefore, after review and oral argument, the court affirmed the district court's order compelling arbitration of plaintiff's Jones Act negligence claim.

This action arose out of the sale of Giant Cement Holding, Inc. (Giant) by defendant Cementos Portland Valderrivas (CPV) to defendant Corporacion Uniland S.A. Sagarra Inversiones, S.L. (Sagarra) challenged the transaction on the basis of CPV's self-dealing because of its position as the majority shareholder on both sides of the transaction. Sagarra purported to bring this action individually and derivatively on behalf of nominal defendant Uniland Acquisition Corp. (Uniland Delaware). The court held that to the extent the Complaint asserted a multiple derivative action on behalf of Uniland Delaware, it must be dismissed because Sagarra did not have standing to raise those claims based on the court's review of Spanish law. The court held that for the same reasons, Counts I and II, which assert multiple derivative claims on behalf of Uniland Delaware, were dismissed. The court's determination with respect to Sagarra's lack of standing as to Counts I and II was equally applicable to Count III. The court finally held that because Count IV raised fiduciary duty claims under Spanish law, the better course of action was for the court to exercise its discretion and dismiss Count IV. Therefore, defendants' motion to dismiss the Complaint was granted and an implementing order would be entered.

The company sued, in New Jersey, for breach of contract, conversion, and embezzlement, based on defendant's retention of checks worth $587,775.05. Defendant asserted counterclaims based on termination of an employment contract. While the lawsuit was pending, the company brought an identical action in South Korea. In 2005, a South Korean court entered judgment for the company in an amount equivalent to $587,755.05 plus post-judgment interest. In 2006, the U.S. district court entered judgment for the company, $587,755.05 on the conversion claim, and for defendant, $910,000 on the counterclaim. The U.S. district court declined the company's request that a turnover order include a setoff, reasoning that setoff would result in double recovery. The Third Circuit affirmed, but remanded pending enforcement of the Korean judgment. Defendant paid the Korean judgment. The district court rejected an argument that the Korean judgment should be equalized with the American judgment in the amount of $205,540.05, the difference between the American judgment ($587,755.05) and actual payments adjusted by currency devaluation ($382,215). The Third Circuit affirmed, characterizing the claim as an attempt to satisfy the Korean judgment for a second time.