Justia Contracts Opinion Summaries

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

Plaintiff AMN Healthcare, Inc. (AMN) appealed a judgment in favor of defendants Kylie Stein, Robin Wallace, Katherine Hernandez, Alexis Ogilvie and Aya Healthcare, Inc. (Aya) and an injunction preventing AMN from enforcing its nonsolicitation of employee provision against individual defendants and its other former employees. AMN and Aya are competitors in the business of providing on a temporary basis healthcare professionals, in particular "travel nurses," to medical care facilities throughout the country. Individual defendants were former "travel nurse recruiters" of AMN who, for different reasons and at different times, left AMN and joined Aya, where they also worked as travel nurse recruiters. AMN sued defendants, asserting various causes of action including breach of contract and misappropriation of confidential information, including trade secrets as set forth in the Uniform Trade Secrets Act, Civil Code sections 3426 et seq. (UTSA). Defendants filed a cross-complaint for declaratory relief and unfair business competition. The trial court agreed with defendants, granted summary judgment against AMN, and granted summary adjudication of defendants' declaratory relief cause of action in their cross-complaint. After granting such relief, the court subsequently enjoined AMN from enforcing the nonsolicitation of employee provision in their Confidentiality and Non-Disclosure Agreement (CNDA) as to any former (California) AMN employee and awarded defendants attorney fees. Finding no reversible error in the trial court's judgment, the Court of Appeal affirmed. View "AMN Healthcare, Inc. v. Aya Healthcare Services, Inc." on Justia Law

Gallo was a dermatologist at the Mayo Clinic. Less than a year into her employment, she resigned and entered into a separation agreement to prevent Mayo from saying anything negative about her to prospective employers. Years later, her former supervisor rated her performance as “fair” on two criteria in a credentialing form sent to Mayo after Gallo had been offered a contract to work in New York. That employment offer was rescinded. Gallo sued Mayo for breach of the separation agreement. The Seventh Circuit affirmed summary judgment in favor of Mayo. The separation agreement does not apply to every potential employer but limits itself to a potential employer seeking a reference. Even if the separation agreement did apply to the request, Gallo cannot prove causation. The decision to not hire Gallo was [N]ot based, in any way, on any credentialing decision by any other party; rather, the decision was based upon the combination of Dr. Gallo’s continued efforts to re-negotiate her employment contract, her demand to make changes to the contract that were unacceptable … and the ability to fulfill [the employer’s] staffing needs with a dermatologist who was already providing dermatological services [for the employer]. View "Gallo v. Mayo Clinic Health System-Franciscan Medical Center, Inc." on Justia Law

Au pairs and former au pairs filed a class action lawsuit against AuPairCare, Inc. (“APC”) and other au pair sponsoring companies alleging violations of antitrust laws, the Racketeer Influenced and Corrupt Organizations Act (“RICO”), the Fair Labor Standards Act (“FLSA”), federal and state minimum wage laws, and other state laws. Eventually, the au pairs amended their complaint and added two former au pairs, Juliane Harning and Laura Mejia Jimenez, who were sponsored by APC. In response, APC filed a motion to compel arbitration, which the district court denied. The district court found the arbitration provision between the parties both procedurally and substantively unconscionable and declined to enforce it. Because the arbitration provision contained only one substantively unconscionable clause, the Tenth Circuit concluded the district court abused its discretion by refusing to sever the offending clause and otherwise enforce the agreement to arbitrate. The Court therefore reversed the district court’s ruling and remanded for further proceedings. View "Beltran v. Interexchange, Inc." on Justia Law

IberiaBank filed suit against defendant in state court under the Computer Fraud and Abuse Act (CFAA), seeking a declaratory judgment that IberiaBank was not required to pay defendant, a former employee, his success bonus. After the parties agreed to close arbitration and pursue claims in federal court, the district court granted summary judgment on some claims and, at a bench trial, a magistrate judge resolved the remaining claims. Both parties appealed.The Fifth Circuit held that the trial court did not clearly err by concluding that defendant breached the Change-in-Control Severance Agreement; that IberiaBank did not breach its employment agreement with defendant; and that defendant violated the CFAA because there was sufficient evidence to support the trial court's finding that defendant lacked authorization to delete IberiaBank files. The court declined to resolve whether there was a Louisiana Unfair Trade Practices Act violation in this case and remanded for the trial court to consider the claim. The court held that the district court correctly held that IberiaBank's litigation behavior did not demonstrate actual malice. Finally, the court affirmed the rulings on attorneys' fees. View "IberiaBank v. Broussard" on Justia Law

The First Circuit affirmed the district court’s judgment in favor of Stephen Elliott on his suit against American Capital Energy, Inc. (ACE) and its two principals (collectively, Appellants) claiming breach of contract and violations of the Massachusetts Wage Act, holding that Ellicott’s compensation constituted “wages” under the Wage Act and that the statute of limitations for his Wage Act claim was properly tolled.Elliott filed suit against Appellants seeking compensation for unpaid sales commissions. The jury found all three Appellants liable under the Wage Act and ACE liable for breach of contract. The First Circuit affirmed, holding (1) the jury could reasonably conclude that Ellicott’s sales commissions constituted wages under the Wage Act; (2) tolling the statute of limitations so as to allow Ellicott’s Wage Act claims against one of the principals was justified; and (3) the district court did not abuse its discretion in granting Ellicott’s motions in limine excluding evidence about whether Elliott had agreed to split his sales commissions. View "Ellicott v. American Capital Energy, Inc." on Justia Law

The Seventh Circuit affirmed defendant's motion to dismiss an action alleging that defendant tortiously interfered with plaintiff's employment contract and knowingly misrepresented company policy, both of which resulted in plaintiff's termination. The court held that the corporate officer privilege was inapplicable here; plaintiff failed to allege facts sufficient to establish the element of intentional inducement; the district court accurately held that plaintiff failed to state a claim for tortious interference with contract; plaintiff failed to allege a common law fraud claim; plaintiff was not entitled to leave to amend at this stage; and plaintiff's counsel's actions did not warrant sanctions under Judicial Code 1927. View "Webb v. Frawley" on Justia Law