Justia Contracts Opinion Summaries

In 2015, RPM Cranes and its owner Muhammad Wasim Ali sued the defendants CraneWorks, Inc. and its owners, David Upton ("David") and Steve Upton ("Steve"), and Russell Brooks, Rick Yates, and Casey Markos, alleging that Brooks, Yates, and Markos had violated their employment agreements by going to work for CraneWorks and that CraneWorks' hiring of Brooks, Yates, and Markos likewise violated those employment agreements. David and Steve were named as defendants by virtue of their ownership of CraneWorks. RPM and Ali sought monetary damages and injunctive relief. The trial court entered a permanent injunction in favor of RPM and Ali and against the defendants. The Alabama Supreme Court found the injunction at issue in defendants' appeal was not specific in its scope: the order stated that the defendants were "permanently restrained and enjoined from contacting, in any way, whatsoever, any of those clients which are now clients of RPM Cranes." The order failed, however, to specify which clients were included in the injunction. RPM and Ali introduced no evidence as to who RPM's clients were or whether it had developed any clients of its own that Yates and Brooks did not bring onboard as a result of their previous jobs with other entities. In other words, the injunction was broad and vague rather than "specific in [its] terms." The Court reversed the trial court's order and remanded for further proceedings. View "Brooks v. RPM Cranes, LLC" on Justia Law

This action stemmed from a “without cause” termination of Plaintiff’s five-year employment contract at the end of his third contract year. Plaintiff brought claims against his former employer, its chief executive officer, and its professional services company for, inter alia, breach of contract and tortious interference with contract. The trial court granted summary judgment for Defendants. The court of appeals reversed the trial court’s dismissal of the claims for breach of contract and tortious interference. The Supreme Court reversed the judgment of the court of appeals and reinstated the trial court’s judgment in favor of Defendants, holding (1) the employer was entitled to summary judgment on the breach of contract claim where the employer was not required to prove the reasons it terminated Plaintiff’s employment contract “without cause” an the relevant provisions of the contract were not ambiguous; (2) Defendants were entitled to summary judgment on the tortious interference claim where Plaintiff presented no evidence of willful or intentional interference; and (3) the employer’s professional services company was entitled to Plaintiff’s tortious interference claim where it conclusively established its justification defense to the claim. View "Community Health Systems Professional Services Corp. v. Hansen" on Justia Law

A civil service employee may enter into a valid last-chance agreement, which remains subject to principles of contract law, and the civil service commission need not sanction the agreement for it to be effective.A municipal firefighter pled guilty to domestic abuse assault. The municipality offered to discipline him instead of terminating his employment but required that the firefighter agree that the municipality have the discretion to terminate him immediately and without appeal if he violated the related no-contact order. The firefighter agreed to the proposal and signed a written "last-chance agreement." One year later, the firefighter violated the no-contact order, and the municipality terminated the firefighter’s employment in reliance on the agreement. The firefighter attempted to appeal, but the civil service commission declined to hear the appeal. The district court, however, concluded that the last-chance agreement was invalid because the commission had not approved or reviewed it before the parties entered into it. The Supreme Court reversed, holding that the last-chance agreement in this case was valid and enforceable. View "Whitwer v. Civil Service Commission of the City of Sioux City" on Justia Law

A jury awarded Plaintiff future lost profits based on Defendants’ failure to comply with their covenants not to compete and covenants not to solicit. The jury also awarded Plaintiff exemplary damages and attorney fees. The trial court awarded Plaintiff the full amount of damages. The court of appeals reversed and rendered a take-nothing judgment in part and remanded in part, concluding, inter alia, that the evidence was legally insufficient to support the jury’s award of future lost profits and that the exemplary damages award was unconstitutionally excessive. The Supreme Court affirmed in part and reversed in part, holding (1) the court of appeals did not err in concluding that the evidence of future lost profits was legally insufficient; (2) the court of appeals’ remitted exemplary damages award was unconstitutionally excessive; and (3) the court of appeals properly found that remand of the issue of attorney’s fees was proper. The court remanded the case to the court of appeals so that it may reconsider its suggested remittitur of exemplary damages. View "Horizon Health Corp. v. Acadia Healthcare Co." on Justia Law

Ridgeway was employed as a Stryker sales representative from 2001-2013. Stryker’s faxed employment offer stated Ridgeway’s employment was contingent on his signing and returning an offer letter, a form non-compete agreement, and a code of conduct. From 2000-2005, Stryker used the same form non-compete agreement with all employees, which included a one-year non-compete clause, a customer non-solicit clause, an employee non-solicit clause, and a Michigan choice-of-law clause and a Michigan forum-selection clause. Ridgeway signed and returned the documents. Despite becoming one of Stryker’s top performers, in 2013, Ridgeway considered working for Stryker’s competitor, Biomet. Ridgeway claims that Stryker indicated that he was not covered under a non-compete agreement. Stryker terminated his employment and Ridgeway began working for Biomet within his former Stryker Louisiana-based sales territories. Stryker filed suit. The district court denied Ridgeway’s motion to dismiss based on the forum-selection clause in the non-compete agreement. Biomet terminated Ridgeway for fear of liability. A jury returned a verdict in favor of Stryker on its breach-of-contract, breach-of-fiduciary-duty, and misappropriation-of-trade-secrets claims and awarded damages in the amount of $745,195. The Sixth Circuit affirmed, rejecting Ridgeway’s challenges to the authenticity of the agreement and to the choice of law provision. View "Stone Surgical LLC v. Stryker Corp." on Justia Law

A plaintiff may not bring claims for damages under 42 U.S.C. 1981 against state actors, including defendants sued in their official capacities as government officials.The First Circuit affirmed the district court’s dismissal of Plaintiff's section 1981 claims against employees of the City of Boston. Plaintiff, who represented the estate of her late father, challenged her father’s termination from his employment with the Department of Public Works. The district court dismissed the section 1981 claims, concluding that section 1981 provides no implied private right of action for damages against state actors. The First Circuit affirmed, holding that Jett v. Dallas Independent School District compelled the result reached by the district court. View "Buntin v. City of Boston" on Justia Law

The Supreme Court affirmed the trial justice’s determination that Plaintiff’s reappointment to his fourth consecutive two-year term as assistant zoning inspector in the Town of North Smithfield did not constitute a contract of employment. Plaintiff filed a complaint alleging breach of employment contract and a violation of his constitutional rights after his employment was terminated for budgetary reasons. The trial court entered final judgment in favor of Defendants. The Supreme Court affirmed the trial justice’s decision, holding that Plaintiff failed to produce sufficient evidence to support his contention that a valid contract existed. View "Andoscia v. Town of North Smithfield" on Justia Law

In 2008, the Sixth Circuit held that the retired employees of Meritor and Meritor’s predecessors had a vested right to lifetime healthcare benefits. A petition for rehearing was held in abeyance for eight years while the parties attempted to settle their dispute. During the intervening eight years, the Supreme Court abrogated precedent on which the Sixth Circuit had relied, holding that a series of collective bargaining agreements materially indistinguishable from those involved in the Meritor case did not provide the retirees with lifetime healthcare benefits. On rehearing, the Sixth Circuit entered a superseding opinion and reversed, acknowledging that the case is now controlled by the Supreme Court’s decisions in Tackett (2015) and Gallo (2016) and that the language of the documents does not guarantee lifetime benefits. View "Cole v. Meritor, Inc." on Justia Law

Plaintiff were a class of state employees and retirees who were enrolled in an Anthem Insurance group health insurance plan at the time of the 2001 demutualization of Anthem Insurance Companies. Plaintiffs brought suit against former Governor John Rowland, the State, Anthem Insurance, and other insurance company defendants alleging that their participation in the plan entitled them to membership in Anthem Insurance and a share of the demutualization proceeds. Plaintiffs claimed that Anthem Insurance and the other insurance company defendants breached their contractual obligations by not paying Plaintiffs for their membership interests and instead distributing their share of the proceeds to the State. The Supreme Court concluded that Plaintiffs’ claims against Rowland and the State were barred by the doctrine of sovereign immunity or otherwise should have been dismissed. After a trial, the trial court rendered judgment for the remaining defendants. The Supreme Court affirmed, holding that the trial court correctly concluded that the relevant contract provisions were ambiguous as to Plaintiffs’ eligibility for membership in Anthem Insurance and their entitlement to a share of the demutualization proceeds and properly considered extrinsic evidence to determine their meaning. View "Gold v. Rowland" on Justia Law

Farrar was hired by Direct Commerce as its vice-president of business development and negotiated an employment agreement set forth in a six-page offer letter detailing her compensation, additional bonus structure, and stock options. The agreement also included an arbitration provision, set off by the same kind of underlined heading and spacing as the other enumerated paragraphs of the agreement. When Farrar sued Direct, alleging breach of contract, conversion, wrongful termination, breach of the covenant of good faith and fair dealing, and failure to pay wages owed and waiting time penalties, the employer unsuccessfully sought to compel arbitration. The trial court found the arbitration provision procedurally and substantively unconscionable. The court of appeals reversed. While the arbitration provision is one-sided, as it excludes any claims arising from the confidentiality agreement Farrar also signed, that offending exception is readily severable and, on this record, should have been severed. View "Farrar v. Direct Commerce, Inc." on Justia Law