Justia Contracts Opinion Summaries

Dennis Woolman, former president of The Clemens Coal Company, challenged a district court’s determination that Liberty Mutual Fire Insurance Company didn’t breach a duty to him by failing to procure for Clemens Coal an insurance policy with a black-lung disease endorsement. Clemens Coal operated a surface coal mine until it filed for bankruptcy in 1997. Woolman served as Clemens Coal’s last president before it went bankrupt. Federal law required Clemens Coal to maintain worker’s compensation insurance with a special endorsement covering miners’ black-lung disease benefits. Woolman didn’t personally procure insurance for Clemens Coal but instead delegated that responsibility to an outside consultant. The policy the consultant ultimately purchased for the company did not contain a black-lung-claim endorsement, and it expressly excluded coverage for federal occupational disease claims, such as those arising under the Black Lung Benefits Act (the Act). In 2012, a former Clemens Coal employee, Clayton Spencer, filed a claim with the United States Department of Labor (DOL) against Clemens Coal for benefits under the Act. After some investigation, the DOL advised Woolman that Clemens Coal was uninsured for black-lung-benefits claims as of July 25, 1997 (the last date of Spencer’s employment) and that, without such coverage, Woolman, as Clemens Coal’s president, could be held personally liable. Woolman promptly tendered the claim to Liberty Mutual for a legal defense. Liberty Mutual responded with a reservation-of-rights letter, stating that it hadn’t yet determined coverage for Spencer’s claim but that it would provide a defense during its investigation. Then in a follow-up letter, Liberty Mutual clarified that it would defend Clemens Coal as a company (not Woolman personally) and advised Woolman to retain his own counsel. Liberty Mutual eventually concluded that the insurance policy didn’t cover the black-lung claim, and sued Clemens Coal and Woolman for a declaration to that effect. In his suit, Woolman also challenged the district court’s rejection of his argument that Liberty Mutual should have been estopped from denying black-lung-disease coverage, insisting that he relied on Liberty Mutual to provide such coverage. Having considered the totality of the circumstances, the Tenth Circuit Court of Appeals concluded the district court didn’t err in declining Woolman’s extraordinary request to expand the coverages in the Liberty Mutual policy. “Liberty Mutual never represented it would procure the coverage that Woolman now seeks, and the policy itself clearly excludes such coverage. No other compelling consideration justifies rewriting the agreement— twenty years later—to Woolman’s liking.” View "Liberty Mutual Fire Insurance v. Woolman" on Justia Law

During World War II, the Hanford Nuclear Reservation was established by the U.S. Army Corps of Engineers. After the war, Hanford continued in use, operated by contractors. Each time the work was transferred to another contractor, the employees that performed the work would stay the same, typically with the same pay and benefits. The Hanford Multi-Employer Pension Plan (MEPP) was established in 1987 as a contract between “Employers,” defined as named contractors, and “Employees.” The government is not a party to the MEPP but may not be amended without government approval. In 1996, some employees accepted employment with a Hanford subcontractor, Lockheed, and were informed that, upon their retirement, they would not receive retirement benefits that were previously afforded under the MEPP. They were subsequently told that they would remain in the MEPP but that, instead of calculating their pension benefits based on their total years in service, their benefits would be calculated using the highest five-year salary, and that they could not challenge the change until they retired. This became a MEPP amendment. In 2016, former Lockheed employees sued the government, alleging that an implied contract was breached when they did not receive benefits based on their total years in service. The Federal Circuit held that the former employees did not prove that an implied-in-fact contract existed. The government funds Lockheed and others to manage Hanford, but there is no evidence that the government intended to be contractually obligated to their employees; there was no mutuality of intent. View "Turping v. United States" on Justia Law

The Eighth Circuit affirmed the district court's grant of Medtronic's motion to remand an employment contract dispute back to state court. Applying Minnesota law, the court held that plaintiff waived his right to remove the case to federal court because the employment contract he signed contained an enforceable forum selection clause. In this case, Medtronic alleged that plaintiff failed to repay the company pursuant to the Repayment Agreement. The court held that the Employee Agreement contained a clear and unequivocal forum selection clause that unambiguously encompassed the Repayment Agreement. View "Medtronic Sofamor Danek, Inc. v. Gannon" on Justia Law

The Wilcox County Board of Education ("the Board"); Tyrone Yarbrough, individually and in his official capacity as the superintendent of the Board; and members of the Board Bernard Martin and Lester Turk, individually and in their official capacities, petitioned the Alabama Supreme Court for a writ of mandamus to direct the Wilcox Circuit Court to vacate its order denying their motion to dismiss and to enter an order dismissing with prejudice all claims against them. Reginald Southall was a teacher at Wilcox Central High School. During a meeting of the Board in April 2013, then Superintendent Yarbrough recommended the nonrenewal of Southall's probationary contract. Five Board members were present during the vote. Normally, the Board consists of six members. One seat on the Board, however, was vacant at the time of the April 2013 meeting, due to an order of the circuit court enjoining the Board from filling the vacant seat. Thus, the Board conducted business with only five members during the April 2013 meeting. Upon a motion to accept Yarbrough's recommendation, three Board members voted in favor of not renewing the contract, one member opposed the recommendation, and one member abstained. Southall filed a petition seeking a declaratory judgment, injunctive relief, and a writ of mandamus, in which he asserted that, because of the vacancy on the Board, the termination of his employment was the result of an illegal vote of the Board in violation of 16-8-4, Ala. Code 1975. Under the limited circumstances of this particular case, a majority of the five members was all that was required to accept Yarbrough's recommendation not to renew Southall's probationary contract. Therefore, the Supreme Court concluded the petitioners demonstrated a clear legal right to the order sought. The Supreme Court granted the petition for a writ of mandamus directing the Wilcox Circuit Court to vacate its order, and to enter an order dismissing the underlying action. View "Ex parte Wilcox County Board of Education et al." on Justia Law

The Supreme Court reversed the judgment of the court of appeals holding that Emergency Medical Training Services (EMTS) did not provide clear and specific evidence under the Texas Citizens Participation Act (TCPA), Tex. Civ. Prac. & Rem. Code 27.003, of a prima facie case that a former employee (Defendant) breached nondisclosure agreements she signed in connection with her employment, holding that EMTS established a prima facie case of each essential element of a breach of contract cause of action.EMTS sued Defendant for breach of contract and moved for injunctive relief. Defendant filed a motion to dismiss pursuant to the TCPA, arguing that her actions were an exercise of her right to petition and her right of free speech. The trial court denied the motion to dismiss. The court of appeals reversed, concluding that EMTS established all the elements of a breach of contract claim with the exception of the damages element. The Supreme Court reversed, holding that EMTS established a prima facie case by clear and specific evidence of each essential element of a breach of contract cause of action. View "S&S Emergency Training Solutions, Inc. v. Elliott" on Justia Law

The Supreme Court reversed the decision of the Court of Appeals upholding the circuit court’s approval of Ray Thomas’s future periodic payments to DRB Capital, LLC in exchange for an immediate lump sum payment at a discounted rate after Thomas settled a workers’ compensation claim against his employer and its workers’ compensation insurer, holding that the underlying contracts’ anti-assignment clauses are enforceable and that the Kentucky Structured Settlement Protection Act (KSSPA) does not apply to workers’ compensation settlements.Less than six months after settling his claim, Thomas received the circuit court’s transfer approval. The circuit court approved the transfer pursuant to the KSSPA. The court of appeals upheld the circuit court’s approval. The Supreme Court reversed, holding that explicit anti-assignability clauses in the underlying contracts and statutory language limiting the KSSPA to tort settlements required reversal in this case. View "American General Life Insurance Co. v. DRB Capital, LLC" on Justia Law

This case arose out of a dispute between an employer, MyWebGrocer, and an employee, David Tanzer, regarding the payment of phantom shares MyWebGrocer promised in an agreement between the parties. MyWebGrocer appealed when the trial court granted summary judgment in Tanzer's favor, finding that MyWebGrocer breached this agreement. The employer also appealed the jury verdict finding that the company breached the covenant of good faith and fair dealing, the jury’s damages awards, and a post-verdict order awarding Tanzer attorney’s fees in connection with the litigation between the parties. Tanzer appealed the trial court’s post-verdict decision on attorney’s fees as well, arguing that the court erroneously limited the amount of fees that he could collect. Tanzer also appealed the trial court’s decision on summary judgment that the amount he was due under the phantom share plan did not fall within the definition of wages for purposes of Vermont’s wage statutes. After review, the Vermont Supreme Court reversed the trial court’s decision regarding whether MyWebGrocer breached the parties’ agreement and vacated the jury’s verdict and damages awards in connection with Tanzer’s claim that MyWebGrocer breached the covenant of good faith and fair dealing. The Supreme Court also reversed the trial court’s decision at summary judgment on Tanzer’s statutory claim and concluded the value of the phantom shares fell within the relevant statutory definition of wages. The Court did not need to address the court’s post-verdict decision regarding whether Tanzer could collect attorney’s fees. View "Tanzer v. MyWebGrocer, Inc." on Justia Law

AirFacts appealed the district court's judgment for defendant on AirFacts' breach of contract and misappropriation of trade secrets claims. Determining that it had jurisdiction, the court held that AirFacts did not abandon its claim under Paragraph 4.2 of the Employment Agreement and vacated as to this issue. In regard to the breach of contract claim, the court held that there was no legal error in the district court's conclusion that defendant did not misappropriate the Proration Documents in emailing them to himself for continued AirFacts business. Accordingly, the court affirmed in part, vacated in part, and remanded. View "AirFacts, Inc. v. De Amezaga" on Justia Law

From 2009 until 2012, Debbi Potts worked as the campus director of the Cheyenne, Wyoming campus of CollegeAmerica Denver, Inc. (CollegeAmerica), a predecessor of the Center for Excellence in Higher Education, Inc. (the Center). Potts alleged she resigned because CollegeAmerica’s business practices were unethical. In particular, she alleges that CollegeAmerica violated its accreditation standards and “actively deceiv[ed]” its accreditor to maintain accreditation. In September 2012, Potts and CollegeAmerica entered a written agreement by which CollegeAmerica agreed to pay Potts $7,000 and support her unemployment claim, and Potts agreed to (1) “refrain from personally (or through the use of any third party) contacting any governmental or regulatory agency with the purpose of filing any complaint or grievance,” (2) “direct any complaints or issues against CollegeAmerica . . . to CollegeAmerica’s toll free compliant [sic] number,” and (3) “not intentionally with malicious intent (publicly or privately) disparage the reputation of CollegeAmerica.” Despite the agreement, Potts disparaged the Center in an e-mail she sent to another former employee. After learning of this, the Center sued Potts in Colorado state court for violating the agreement, seeking the $7,000 it had paid to Potts under the agreement. In February 2013, Potts sent a written complaint to the Center’s accreditor, the Accrediting Commission of Career Schools and Colleges (ACCSC), concerning the Center’s alleged deceptions in maintaining its accreditation. After learning this, the Center amended its state-court complaint to add breach of contract. In response, Potts sued the Center in federal district court, alleging that the Center’s state claim violated the False Claims Act’s anti-retaliation provision. The Tenth Circuit considered whether this anti-retaliation statute applied when no retaliatory discrimination occurred until after employment ends. The Court concluded that it did not, and affirmed the district court’s dismissal of Potts’s retaliation claim. View "Potts v. Center for Excellence" on Justia Law

Plaintiffs Donald and Preston Sweet, who are father and son, sued defendants Roy and Catherine St. Pierre in June 2014 alleging that defendants failed to pay them wages for their work improving a stand of maple trees on defendants’ land for maple sugaring. Plaintiffs appealed the trial court’s judgment in favor of defendants on plaintiffs’ claim for unpaid wages under the Prompt Pay Act (PPA). Plaintiffs argued the trial court erred in concluding that no contract existed between the parties as required to support a PPA claim. Defendants cross-appealed, arguing the court should have awarded them attorney’s fees because they were the substantially prevailing party and erroneously excluded evidence relevant to their assault claim. The Vermont Supreme Court affirmed the trial court’s decision on the merits, but reversed and remanded for it to award reasonable attorney’s fees to defendants. View "Sweet v. St. Pierre" on Justia Law