Justia Contracts Opinion Summaries

The Supreme Court reversed in part and affirmed in part the order of the circuit court granting summary judgment in favor of the West Virginia University Board of Governors (WVU BOG) on Plaintiff's claims alleging that the West Virginia University Institute of Technology (WVUIT) breached its agreement to pay him a supplementary salary for serving as director of a research center, holding that summary judgment was improper on Plaintiff's claim brought under the West Virginia Wage Payment Collection Act (WPCA), W. Va. Code 21-5-1 through 18.Plaintiff, a professor at WVUIT, brought this action against WVU BOG, which manages the educational operations of WVUIT, bringing a common law claim for breach of contract, alternative equitable claims of quantum merit and unjust enrichment, and a statutory cause of action under WPCA. WVU BOG, a state agency, moved for summary judgment, invoking the doctrine of sovereign immunity. The circuit court granted summary judgment on all of Plaintiff's claims. The Supreme Court reversed in part, holding (1) sovereign immunity did not bar Plaintiff's claims under the WPCA, and genuine issues of disputed fact existed as to whether WVU BOG violated the WPCA; and (2) summary judgment was properly granted on the remaining claims. View "Davari v. West Virginia University Board of Governors" on Justia Law

The Supreme Judicial Court vacated the portion of the trial court's judgment denying Plaintiff's claim under Mass. Gen. Laws ch. 93A, 11 and affirmed the remainder of the judgment, holding that the judge erred in instructing the jury under section 11.The attorney defendants in this case misappropriated propriety materials from their employer during their employment and subsequently used those materials to compete with their former employer. A jury found Defendants liable on claims for conversion, conspiracy, and breach of the duty of loyalty. The jury denied relief on the plaintiff employer's claims for unfair or deceptive trade practices, in violation of section 11. The Supreme Judicial Court vacated the judgment in part, holding that Defendants may be liable for unfair or deceptive trade practices, and the judge erred in instructing the jury that Defendants' conduct before leaving their employer was not relevant to Plaintiff's claim under section 11. View "Governo Law Firm LLC v. Bergeron" on Justia Law

In this appeal arising from a contract action, the First Circuit affirmed the judgment of the district court denying Appellants' post-trial request for a declaratory judgment, holding that the district court did not abuse its discretion.Appellants, Covidien LP and Covidien Holding Inc. (collectively Covidien), brought this action against Brady Esche, a former employee, who assigned medical device patent rights to a company he subsequently founded, seeking declaratory judgment to the effect that Esch assign his rights, title, and interest in the patent applications to Covidien. Covidien also alleged that Esch breached his obligations under employment and/or separation agreements he signed. The jury found that Esch breached confidential information and awarded Covidien damages. Covidien subsequently moved for a declaratory judgment asking that Esch be required to assign to Covidien the inventions he subsequently made. The district court denied the request. The First Circuit affirmed, holding that the district court did not abuse its discretion in denying Appellants' post-trial declaratory judgment request. View "Covidien LP v. Esch" on Justia Law

The First Circuit reversed the decision of the district court refusing to enforce arbitration clauses in the employment agreement between New York Life Insurance Company and Ketler Bosse, which expressly required that any disputes about arbitrability be referred to the arbitrator, holding that the district court abused its discretion.After New York Life terminated its business relationship with him Bosse brought this action alleging race discrimination in violation of 42 U.S.C. 1981 and 1985 and other state law claims. New York Life asked the court to compel arbitration and stay or dismiss the lawsuit, but the district court refused. The First Circuit reversed, holding (1) the district court's analysis contravened the Supreme Court's holdings in Henry Schein, Inc. v. Archer & White Sales, Inc., 139 S. Ct. 524 (2019), First Options of Chicago, Inc. v. Kaplan, 514 U.S. 938 (1995) and other cases; and (2) the arbitration clause was clear, unmistakable, and unambiguous and should have been enforced on those terms. View "Bosse v. New York Life Insurance Co." on Justia Law

Cobbs, Allen & Hall, Inc. ("Cobbs Allen"), and CAH Holdings, Inc. ("CAH Holdings") (collectively,"CAH"), appealed the grant of summary judgment entered in favor of EPIC Holdings, Inc. ("EPIC"), and EPIC employee Crawford E. McInnis, with respect to CAH's claims of breach of contract and tortious interference with a prospective employment relationship. Cobbs Allen was a regional insurance and risk-management firm specializing in traditional commercial insurance, surety services, employee-benefits services, personal-insurance services, and alternative-risk financing services. CAH Holdings was a family-run business. The families, the Rices and the Densons, controlled the majority, but pertinent here, owned less than 75% of the stock in CAH Holdings. Employees who were "producers" for CAH had the opportunity to own stock in CAH Holdings, provided they met certain sales thresholds; for CAH Holdings, the equity arrangement in the company was dictated by a "Restated Restrictive Stock Transfer Agreement." For several years, McInnis and other individuals who ended up being defendants in the first lawsuit in this case, were producers for CAH, and McInnis was also a shareholder in CAH Holdings. In the fall of 2014, a dispute arose between CAH and McInnis and those other producers concerning the management of CAH. CAH alleged that McInnis and the other producers had violated restrictive covenants in their employment agreements with the aim of helping EPIC. Because of the dispute, CAH fired McInnis, allegedly "for cause," and in November 2014 McInnis went to work for EPIC, becoming the local branch manager at EPIC's Birmingham office. After review, the Alabama Supreme Court affirmed the circuit court's judgment finding CAH's breach-of-contract claim against McInnis and EPIC failed because no duty not to disparage parties existed in the settlement agreement. EPIC was not vicariously liable for McInnis's alleged tortious interference because McInnis's conduct was not within the line and scope of his employment with EPIC. EPIC also was not directly liable for McInnis's alleged tortious interference because it did not ratify McInnis's conduct as it did not know about the conduct until well after it occurred. However, the Supreme Court disagreed with the circuit court's conclusion that McInnis demonstrated that he was justified as a matter of law in interfering with CAH's prospective employment relationship with Michael Mercer. Based upon the admissible evidence, an issue of fact existed as to whether McInnis gave Mercer honest advice. Therefore, the judgment of the circuit court was affirmed in part, reversed in part, and the matter remanded for further proceedings. View "Cobbs, Allen & Hall, Inc., and CAH Holdings, Inc. v. EPIC Holdings, Inc., and McInnis." on Justia Law

The First Circuit affirmed the judgment of the district court granting Handy Technologies, Inc.'s motion to dismiss this putative class action and to compel individual arbitration, holding that the district court did not err in dismissing Maisha Emmanuel's suit.Emmanuel, who worked as a cleaner for Handy Technologies, Inc., brought this complaint on behalf of individuals who had worked for Handy as cleaners, alleging that Handy had misclassified the putative class members as independent contractors rather than employees, in violation of the Fair Labor Standards Act and Mass. Gen. Laws ch. 151, 1. Handy moved to dismiss and compel arbitration, arguing that the Independent Contractor Agreement that Emmanuel signed required arbitration of the claims at issue. The district court granted Handy's motion to compel arbitration and dismissed Emmanuel's putative class action claim. The First Circuit affirmed, holding (1) the district court did not err in ruling that, under Massachusetts law, Emmanuel had entered into an agreement to arbitrate; and (2) Emmanuel's unconscionability-based challenged to the ruling below failed. View "Emmanuel v. Handy Technologies, Inc." on Justia Law

Plaintiff William Pettersen appealed a trial court’s decision to grant summary judgment to his former law firm, defendant Monaghan Safar Ducham PLLC. He argued that sufficient evidence existed to raise a genuine issue of material fact as to his claims for promissory estoppel, unjust enrichment, intentional misrepresentation, and wrongful termination in violation of public policy, thus contending that summary judgment was inappropriate. After review of the trial court record, the Vermont Supreme Court concluded the trial court properly granted summary judgment, and affirmed. View "Pettersen v. Monaghan Safar Ducham PLLC" on Justia Law

J.R. Simplot Company (“Simplot”) hired Erik Knudsen for a position as a packaging engineer. Early on in his employment, Knudsen was told that he would be the startup manager on a Simplot project in Grand Forks, North Dakota. Knudsen was unfamiliar with the startup manager position and questioned whether those job duties were fairly within the scope of his employment as a packaging engineer. Simplot and Knudsen disagreed as to the nature of his job, leading to the eventual termination of Knudsen’s employment. After his dismissal, Knudsen filed this action, alleging fraud, promissory estoppel, breach of the covenant of good faith and fair dealing, and negligent infliction of emotional distress. The district court granted Simplot’s motion for summary judgment as to all of Knudsen’s claims and denied Simplot’s subsequent motion for attorney’s fees. The Idaho Supreme Court determined Knudsen's fraud claim was cognizable notwithstanding the at-will employment doctrine. However, the Supreme Court concluded summary judgment on all of Knudsen's claims was appropriate. View "Knudsen v. J.R. Simplot Company" on Justia Law

The Supreme Court conditionally granted mandamus relief in this arbitration dispute, holding that the trial court abused its discretion in determining that pre-arbitration discovery was warranted in this case.After Plaintiff's employment was terminated she sued Defendant, her former employer, claiming discrimination and retaliation. Defendant moved to compel arbitration pursuant to the company's employee handbook acknowledgment and agreement, which contained an arbitration agreement. At issue was Plaintiff's second motion to compel pre-arbitration discovery claiming that an enforceable arbitration agreement did not exist. After the trial court granted the motion Defendant sought mandamus relief. The court of appeals denied the motion. The Supreme Court conditionally granted mandamus relief, holding that the trial court clearly abused its discretion in ordering pre-arbitration discovery because Plaintiff failed to provide the trial court with a reasonable basis to conclude that it lacked sufficient information to determine whether her claims were arbitrable. View "In re Copart, Inc." on Justia Law

Plaintiff treated children in the pediatric intensive care unit of a hospital owned by VHS under his professional services agreement with PICCS, which itself operated under a separate coverage agreement with VHS. After PICCS terminated plaintiff, he filed suit alleging claims of race discrimination under Title VII of the Civil Rights Act of 1964 and 42 U.S.C. 1981. The district court granted summary judgment dismissing plaintiff's claims against VHS.The Fifth Circuit affirmed the district court's partial final judgment, concluding that plaintiff's Title VII claim fails for lack of an employment relationship with VHS under either integrated-enterprise or joint-employment theories. The court also concluded that plaintiff's section 1981 claim fails because he cannot identify an impaired contractual right enforceable against VHS. In this case, plaintiff failed to show any contractual right enforceable against VHS under his physician agreement. View "Perry v. VHS San Antonio Partners, LLC" on Justia Law