Justia Contracts Opinion Summaries

Eric Parish and Parish Transport LLC (Parish Transport) emailed Doug Jordan, the Vice President of Jordan Carriers Inc. (Jordan Carriers), to inquire about purchasing heavy haul equipment from Jordan Carriers. After several email exchanges, Doug Jordan offered to sell the equipment for $1,443,000. Months later, Eric Parish responded, submitting Parish Transport’s offer to buy the equipment for $1,250,000. Later that day, Jordan replied, informing Parish Transport that he needed to discuss the offer and would get back with an answer. Jordan concluded his email with his name and contact information. After discussing the deal with his partner, Jordan replied to Parish’s email, stating, “Ok. Let’s do it.” But this time, Jordan’s email concluded with “Sent from my iPhone” instead of his name and contact information. The next day, Jordan received a higher bid for the equipment from Lone Star Transportation LLC (Lone Star), which Jordan accepted verbally over the telephone. After receiving a confirmation email from Lone Star, Jordan emailed Parish Transport informing the company that “a contract has already been entered into for the sale of [the equipment].” Parish Transport sued for breach of contract and negligent misrepresentation. The matter was later transferred and consolidated with Jordan Carriers’ motion for declaratory judgment. After the cases were consolidated, Jordan Carriers moved for summary judgment, arguing “that it did not have an enforceable contract with Parish [Transport] for the sale of the equipment.” The circuit court agreed and granted Jordan Carriers’ motion for summary judgment. Parish Transport appealed. The Court of Appeals affirmed the trial court’s grant of summary judgment because “[w]ithout a signature, an enforceable contract does not exist.” The Court of Appeals determined that “[m]erely sending an email does not satisfy the signature requirement” and that “[a]n email that states ‘Sent from my iPhone’ does not indicate that the sender intended to sign the record.” The Mississippi Supreme Court granted certiorari to address an issue of first impression: an interpretation or application of Mississippi’s Uniform Electronic Transactions Act (UETA). After careful analysis, the Court found the UETA permitted contracts to be formed by electronic means, i.e, emails. Further, the Court found that the determination of whether an email was electronically signed pursuant to the UETA was a question of fact that turned on a party’s intent to adopt or accept the writing, which was a determination for the fact finder. Because there was a genuine issue of material fact about Doug Jordan’s intent, judgment was reversed and the matter remanded for further proceedings. View "Parish Transport LLC, et al. v. Jordan Carriers Inc." on Justia Law

When Selden signed up for Airbnb, an online home rental platform, he was presented with a sign-in webpage that informs the user he is agreeing to certain terms by signing up. Airbnb’s Terms of Service required that all disputes be resolved by arbitration. After Selden signed up for Airbnb, he attempted to rent a listed room and suspected that the host denied his request because of his race, which the host could see from Selden’s profile picture. Selden created two fake Airbnb accounts with profile pictures of white individuals and used his fake accounts to request renting the same property for the same dates. According to Selden, the host accepted both requests. Selden posted his claims on social media where they went viral.Selden sued, citing Title II of the Civil Rights Act of 1964, 42 U.S.C. 2000a), the Civil Rights Act of 1866, 42 U.S.C. 1981, and the Fair Housing Act, 42 U.S.C. 3604. The district court compelled arbitration of his claims. The arbitrator ruled in favor of Airbnb. The court refused to vacate the arbitration award. The D.C. Circuit affirmed, rejecting Selden’s arguments that he did not agree to arbitrate because Airbnb’s sign-up screen failed to put him on notice of the arbitration clause in its Terms of Service, that his discrimination claims were not arbitrable, and that the arbitrator committed misconduct by failing to provide for sufficient discovery and by refusing to consider his expert report. View "Selden v. Airbnb, Inc." on Justia Law

Pillar hired Epiphyte to convert its cryptocurrency into Euros. Epiphyte informed Pillar that it used Payward’s online exchange to convert its clients’ cryptocurrencies. Pillar transferred its cryptocurrency into Epiphyte’s account on Payward’s platform. After Epiphyte converted the currency but before the exchanged funds were transferred to Pillar’s bank account, four million Euros belonging to Pillar were stolen from Epiphyte’s account.Pillar sued Payward, alleging Payward knew or should have known that Epiphyte was using its Payward account on Pillar's behalf, failed to use standard security measures that would have prevented the theft, and falsely advertised that it provided the best security in the business. Payward moved to compel arbitration, claiming that Epiphyte agreed to Payward’s “Terms of Service” when it created an account, as required for all users, that those Terms included an arbitration agreement, and that Pillar was bound by that agreement.The court of appeal affirmed the denial of Payward’s motion. There is no evidence Epiphyte was acting as Pillar’s agent when it agreed to the Terms two years before Pillar hired it or that the agency relationship automatically bound the principal to the agent’s prior acts. There is no evidence Pillar knew the arbitration agreements existed or had a right to rescind them. No ratification occurred. There was no intent to benefit Pillar or similar parties. Pillar’s claims are not inextricably intertwined with the Terms. View "Pillar Project AG v. Payward Ventures, Inc." on Justia Law

California residents who sell goods on eBay, an online marketplace, as part of their online businesses and use PayPal to receive payments for many of their sales filed a putative class action. The suit challenged provisions of the user agreements, including PayPal’s policy of placing a temporary hold on funds in a user’s account when PayPal believes there is a high level of risk associated with a transaction or a user’s account; PayPal’s retention of interest on users’ funds that are placed in pooled accounts when users maintain a balance in their PayPal accounts; PayPal’s buyer’s protection policy, which allows buyers, under certain circumstances, to dispute transactions up to 180 days after the date of purchase; and a claim that PayPal aids and abets buyers in defrauding sellers by the manner in which it resolves disputes. The court of appeal affirmed the dismissal of the claims against PayPal, without leave to amend. The challenged practices are not unconscionable. The degree of procedural unconscionability that arises from the fact that a contract is one of adhesion is ‘minimal.” View "Chen v. Paypal, Inc." on Justia Law

Murphy, a journalist with approximately Twitter 25,000 followers, had a Twitter “verification badge,” which “lets people know that an account of public interest is authentic.” Murphy “writes primarily on feminist issues, including the Me Too movement, the sex industry, sex education, third-wave feminism, and gender identity politics.” Murphy argues “that there is a difference between acknowledging that transgender women see themselves as female and counting them as women in a legal or social sense.” Murphy posted several tweets critical of transgender women. Twitter removed her posts and informed her she had violated its hateful conduct rules. After she posted additional similar messages, Twitter permanently suspended her account.Murphy filed suit, alleging breach of contract, promissory estoppel, and violation of the unfair competition law. The trial court dismissed the complaint, concluding Murphy’s suit was barred by the Communications Decency Act of 1996, 47 U.S.C. 230, under which interactive computer service providers have broad immunity from liability for traditional editorial functions undertaken by publishers—such as decisions whether to publish, withdraw, postpone or alter content created by third parties. The court of appeal affirmed. Each of Murphy’s causes of action seeks to hold Twitter liable for its editorial decisions. Murphy also failed to state a cognizable claim under California law. The Hateful Conduct Policy was in place when Murphy began posting her deleted tweets; Twitter expressly reserved the right to remove content, and suspend or terminate accounts “for any or no reason.” View "Murphy v. Twitter, Inc." on Justia Law

Coinbase is an online digital currency platform that allows customers to send, receive, and store certain digital currencies. Archer opened a Coinbase account to purchase, trade, and store cryptocurrency. On October 23, 2017, a third party launched a new cryptocurrency, “Bitcoin Gold,” Coinbase monitored and evaluated Bitcoin Gold’s network and informed its customers via its website: “ ‘At this time, Coinbase cannot support Bitcoin Gold because its developers have not made the code available to the public to review. This is a major security risk.’ ” In 2018, the Bitcoin Gold network was attacked by hackers who stole millions of dollars of funds from trading platforms and individuals on its network.Archer sued Coinbase, based on Coinbase’s failure and refusal to allow him to receive his Bitcoin Gold currency and Coinbase’s retention of control over his Bitcoin Gold. The trial court rejected his claims of negligence, conversion, and breach of contract on summary judgment. The court of appeal affirmed. Archer failed to establish the existence of an agreement by Coinbase to provide the Bitcoin Gold to him and failed to demonstrate Coinbase acted in any way to deprive him of his Bitcoin Gold currency. View "Archer v. Coinbase, Inc." on Justia Law

Teatotaller, LLC appealed a circuit court order dismissing its small claim complaint against the defendant Facebook, Inc. Teatotaller alleged that in June 2018, Facebook “deleted [Teatotaller’s] Instagram . . . account without notice.” Teatotaller further alleged that Facebook “sent two contradicting statements as to the reason for deletion and provided no appeal or contact to get more information.” Teatotaller alleged that Facebook “had a duty of care to protect [Teatotaller] from an algorithmic deletion as it hampers [Teatotaller’s] business” and that Teatotaller has “continue[d] to lose business and customers due to [Facebook’s] negligence.” In addition to seeking $9,999 in damages, Teatotaller sought restoration of its Instagram account. Facebook moved to dismiss, arguing Teatotaller's claims were barred under Section 230(C)(1) of the Communications Decency Act (CDA). Furthermore, Facebook argued Teatotaller's complaint failed to establish the New Hampshire trial court had personal jurisdiction over Facebook. Following a hearing, the trial court granted Facebook’s motion, determining that the Terms of Use gave the court personal jurisdiction over Facebook, but also precluded Teatotaller’s claims. The New Hampshire Supreme Court determined it was not clear on the face of Teatotaller’s complaint and objection whether prong two of the CDA immunity test was met, therefore the trial court erred by dismissing Teatotaller’s breach of contract claim on such grounds. The Court "simply cannot determine based upon the pleadings at this stage in the proceeding whether Facebook is immune from liability under section 230(c)(1) of the CDA on Teatotaller’s breach of contract claim." Though Teatotaller’s breach of contract claim could ultimately fail, either on the merits or under the CDA, the Supreme Court held that dismissal of the claim was not warranted at this time. View "Teatotaller, LLC v. Facebook, Inc." on Justia Law

Rather than broadcasting in real time over satellite or cable, Internet Protocol Television (IPTV) stores programming on servers and delivers content digitally over a high-speed network. Sky received third-party content at its satellite substation, transcoded it, and transmitted it to NeuLion’s servers via a private line. NeuLion sent the encoded signals over the public internet to subscribers’ set-top boxes, relying on third-party internet connections. Sky wanted Discovery programming. Sky stated it would not transmit Discovery content over the public internet. Discovery’s engineer advised that while it was possible to use a closed fiber-optic network, he had “concerns that it may be going over the Internet” which could present “rights issues.” The final agreement described "a multichannel video distribution system which utilizes Internet Protocol (IP) technology to deliver video programming services over a closed and encrypted transmission path over a national fiber-optic network to a central location for subsequent distribution of such video programming services with proprietary encoding over a high-speed data connection to set-top-boxes that are secured by industry-standard encryption and conditional access technologies and are connected to Subscribers’ television sets." Discovery terminated the contract after learning Sky used the “public internet.” The court held the agreement was susceptible to competing reasonable interpretations concerning the scope of Sky’s distribution rights, examined extrinsic evidence, and found no support for Sky’s claim that the contract permitted public internet distribution. The Fourth Circuit affirmed. The contract allowed Discovery to terminate at any time it became dissatisfied with Sky ’s method of distribution; Discovery did not act in bad faith. View "Sky Angel U.S., LLC v. Discovery Communications, LLC" on Justia Law

After a Machine Zone (MZ) employee posted a review on Glassdoor's website disclosing confidential information regarding MZ's RTPlatform technology, MZ filed suit against the employee for violation of a nondisclosure agreement signed by all MZ employees. When Glassdoor refused to identify the employee, MZ moved for an order compelling disclosure, which the trial court granted. Glassdoor petitioned for a writ directing the trial court to set aside its order. The court concluded that Glassdoor has standing to assert the employee's interest in maintaining his anonymity as against MZ's efforts to compel Glassdoor to identify him. The court concluded that MZ failed to make a prima facie showing that the employee's statements disclosed confidential information in violation of the nondisclosure agreement, and granted the requested relief. In this case, MZ denied the accuracy of the employee's report without identifying any real confidential information it might be understood to have disclosed. View "Glassdoor, Inc. v. Superior Court" on Justia Law

Plaintiff, individually and purportedly on behalf of others similarly situated, filed suit against GameStop for breach of contract, unjust enrichment, money had and received, and violation of Minnesota’s Consumer Fraud Act (CFA), Minn. Stat. 325F.68, et seq. Plaintiff alleged that GameStop's disclosure of personally identifiable information (PII) to a third party (Facebook) violated an express agreement not to do so. The district court granted GameStop's motion to dismiss based on plaintiff's lack of standing. The court concluded that plaintiff provided sufficient facts alleging that he is party to a binding contract with GameStop, and GameStop does not dispute this contractual relationship; GameStop has violated that policy; and plaintiff has suffered damages as a result of GameStop's breach. The court also concluded that plaintiff has standing to bring his breach-of-contract claim and to bring his other claims. The court concluded, however, that the privacy policy unambiguously does not include those pieces of information among the protected PII. Therefore, the protection plaintiff argues GameStop failed to provide was not among the protections for which he bargained by agreeing to the terms of service, and GameStop thus could not have breached its contract with plaintiff. Plaintiff's Minnesota CFA claims fail for similar reasons. Finally, plaintiff has not alleged a claim for unjust enrichment or the related claim of money had and received. View "Carlsen v. GameStop, Inc." on Justia Law