Justia Contracts Opinion Summaries

In 1993, plaintiff Dean Altobelli began working as an attorney for Miller, Canfield, Paddock and Stone, P.L.C. (“the Firm”). Upon joining the Firm, plaintiff signed the “Miller Canfield Operating Agreement” (“Operating Agreement”), a document governing the Firm’s internal affairs. By January 2006, plaintiff had become a senior principal at the Firm. However, in late May or early June 2010, plaintiff decided he wanted to pursue a new opportunity as an assistant coach for the University of Alabama football team. Plaintiff proposed a 7- to 12-month leave of absence from the Firm to defendant Michael Hartmann, the Firm’s CEO, and defendant Michael Coakley, who was the head of the Firm’s litigation group but was not a managing director. Plaintiff suggested that the Firm permit him to maintain his ownership interest and return to the Firm as a senior principal any time before June 1, 2011. Plaintiff avers that Hartmann initially promised plaintiff that he could spend as much time at the University of Alabama as he wanted and still receive certain allocated income from his clients. Hartmann disputed this, claiming that plaintiff voluntarily withdrew from the partnership. Plaintiff claimed he was improperly terminated, and that the Firm shorted plaintiff's income as a result. Plaintiff's attempt to resolve the matter through the direct settlement and mediation process, as outlined in the arbitration clause of the Operating Agreement, was unsuccessful. In November 2011, plaintiff filed a demand for arbitration as provided for in the arbitration clause. Despite having made the demand for arbitration, he filed suit alleging that the seven individuals named as defendants were responsible for engaging in tortious conduct with regard to plaintiff's request for a leave of absence and retention of his equity ownership in the Firm. Defendants moved for summary judgment and a motion to compel arbitration as required by the arbitration clause. Plaintiff moved for summary judgment too. The circuit court denied defendants’ motions and granted plaintiff's motion for partial summary judgment, finding as a matter of law that plaintiff did not voluntarily withdraw from the Firm. Rather, the circuit court concluded that defendants had improperly terminated plaintiff's ownership interest without authority. The Court of Appeals affirmed. The Supreme Court reversed the part of the Court of Appeals’ opinion regarding the motion to compel arbitration and instead held that this case was subject to binding arbitration under the arbitration clause of the Operating Agreement. Accordingly, the lower courts should not have reached the merits of plaintiff’s motion for partial summary disposition, as the motion addressed substantive contractual matters that should have been resolved by the arbitrator. The case was remanded back to the trial court for further proceedings. View "Altobelli v. Hartmann" on Justia Law

Southern Resources Consultants, Inc. (“SRC”) was a Residential Service Provider (“RSP”), contracting with the Georgia Department of Behavioral Health and Developmental Disabilities (“DBHDD”) and the Georgia Department of Community Health (“DCH”) to operate group homes and provide care and oversight for Medicaid-funded individuals with developmental disabilities. Linda Mays (“Mays”) contracted with SRC to be a Host Home Provider (“HHP”) for one such woman, S.F., from approximately 2006 to 2014. S.F. became dissatisfied with SRC, and requested that her case manager, who was the Guardianship Case Manager for the Division of Aging Services of Georgia’s Department of Human Services (“DHS”) and S.F.’s legal guardian, change S.F.’s RSP. At the time of the request, DBHDD policy prohibited a HHP from terminating its contract with a RSP, such as SRC, and then continuing to serve the individual who had been in the care of the HHP. Consequently, at S.F.’s behest and believing it to be in S.F.’s best interests, the case manager requested a waiver of such policy from DBHDD so that S.F. could remain in Mays’s host home despite the termination of Mays’s relationship with SRC. DBHDD granted the waiver. S.F. then began to receive services from a new RSP, Southern International Living (“SIL”). SRC subsequently filed suit against Mays for breach of purported confidentiality3 and non-compete provisions in a “Work for Hire Agreement/ Contract/ Subcontract Agreement” (“Contract”), and for violation of the Georgia Trade Secrets Act of 1990 (“GTSA”), and subsequent unjust enrichment. This case reached the Georgia Supreme Court by way of an appeal of the superior court’s grant of an interlocutory injunction and for interlocutory and permanent injunctive relief, damages, attorney fees, and costs. The parties conceded that Mays had returned certain SRC confidential information at issue in the interlocutory injunction. The Supreme Court reversed the superior court as a nullity. Because the second and third provisions of the injunction were inextricably entwined and based upon a non-compete agreement that has since expired, these provisions were moot. Accordingly, the injunction was reversed in part, and the case remanded for further proceedings. View "Mays v. Southern Resources Consultants, Inc." on Justia Law

The National Labor Relations Board determined that Polycon had violated the National Labor Relations Act, 29 U.S.C. 158(a)(1), (5), by refusing to sign a collective bargaining agreement after agreeing to its terms because employees of Polycon were circulating a petition to decertify the union as their collective bargaining representative. The Seventh Circuit enforced its order, directing Polycon to sign the agreement and comply with its terms until it expires. The decertification petition may have been signed by a majority of the employees as early as May 9, and by May 22 clearly commanded a majority, but either date was too late for Polycon to repudiate a collective bargaining agreement to which the company had agreed on May 3. Polycon’s challenge bordered on the frivolous. Polycon could have asked for correction of any material mistakes before signing the contract but could not refuse to review and sign it because of the mere possibility that it contained a mistake. View "Polycon Indus., Inc. v. Nat'l Labor Relations Bd." on Justia Law

From 2005-2009, Assaf was medical director for Trinitiy's epilepsy clinic. Trinity terminated his employment; Assaf filed suit. The parties entered into a settlement agreement in 2010,under which Assaf would be employed by Trinity from 2009 until at least 2011 as Director of the Neuroscience Program. The position never materialized. Assaf obtained summary judgment on his claim for breach of that settlement agreement. Assaf sought lost salary for the years in which he was to have been employed under the agreement, and lost professional fees during that time. The court rejected the claim for lost professional fees ,holding that Assaf failed to provide an adequate estimate of the loss, then entered judgment without trial awarding Assaf his salary for 2009-2011 and compensatory damages totaling $172,759 plus $15,000 in attorneys’ fees. The Seventh Circuit reversed with respect to professional fees. On remand, Assaf sought to establish that his professional fees from EEG video monitoring and follow‐up of epilepsy patients decreased as a result of Trinity’s failure to rehire him. The court used a verdict form asking the jury “Did Dr. Assaf prove that he sustained damages as explained in these instructions.“ The jury responded “No.” Judgment was entered for Trinity. The Seventh Circuit affirmed. Assaf had no valid claim to damages for lost professional fees, so any errors were harmless. View "Assaf v. Trinity Med. Ctr." on Justia Law

After the 2004 collective bargaining agreement (CBA) between the Unions and the Chicago Transit Authority (CTA) expired, the retiree health care benefits were the subject of an interest arbitration award. That award, which modified the retiree health care benefits, was accepted by the CTA and the Unions. Current and retired employees who had begun work with the CTA before 2001 challenged that award in a putative class action, asserting breach of contract, promissory estoppel, breach of fiduciary duty, and that the arbitration award was unenforceable under article XIII, section 5, of the Illinois Constitution, the “pension protection clause.” The circuit court ruled that the retired CTA employees had standing to challenge the modifications to their retiree health care benefits, but current CTA employees lacked standing, then dismissed for failure to state a claim. The appellate court agreed that current employees lacked standing but held that the retirees had a vested right to receive the health care benefits that were provided in the prior CBA and had stated claims for breach of that contract and for promissory estoppel. The Illinois Supreme Court held that plaintiffs who retired before the effective date of the 2007 CBA had standing; other retirees and current employees lacked standing. Dismissal of the claim for promissory estoppel against the CTA was proper; the complaint stated claims for breach of contract and under the pension protection clause. View "Matthews v. Chicago Transit Auth." on Justia Law

This case stemmed from a number of disputes that arose after the defendant corporation, Nuzzo Campion Stone Enterprises, Inc. (NCS), was purchased by its present owner. Plaintiff James Nuzzo alleged that he was owed $133,816 in unpaid commissions on orders that had been placed prior to his termination but not actually paid for by customers of NCS until after his termination. NCS filed a counterclaim for breach of contract, alleging that Plaintiff failed to indemnify NCS for certain amounts covered by the terms of an Asset Purchase Agreement signed by the parties. The trial justice concluded that Plaintiff was not entitled to the disputed commissions and that NCS was due nearly $17,000 for both “work in progress” and warranty work pursuant to the Agreement. The Supreme Court affirmed, holding (1) the trial justice did not err in determining that Plaintiff was not entitled to commissions for orders that had been placed, but not actually paid for, prior to Plaintiff’s termination; and (2) the trial justice did not make “fundamental mistakes regarding the contract and damages” relating to the counterclaim. View "Nuzzo v. Nuzzo Campion Stone Enters., Inc." on Justia Law

At issue in this case was whether truck drivers hauling asphalt cement from a commercial oil refinery to a contractor’s facility are performing “work under a contract” under Minn. Stat. 177.44(1) and, therefore, must be paid prevailing wages. The Minnesota Department of Transportation (MDOT) determined that the construction companies that were awarded contracts to work on state highway projects violated the project contracts by failing to ensure that drivers that assisted in the acquisition and transport of asphalt cement for the projects were paid prevailing wages. Appellants argued that the hauling activities of these drivers did not constitute “work under a contract” under Minn. Stat. 177.44(1) and, alternatively, that the hauling activities were exempt from the prevailing wage requirements under the “commercial establishment exception” in the Prevailing Wage Act. The district courts granted summary judgment to MDOT. The court of appeals affirmed. The Supreme Court reversed, holding that hauling activities must be to, from, or on the site of a public works project to qualify as “work under a contract,” and therefore, the hauling activities in this case did not constitute “work under the contract” subject to the prevailing wage requirements. View "J.D. Donovan, Inc. v. Minn. Dep’t of Transp." on Justia Law

Hamilton Park, a long-term care facility, belonged to a multi-employer bargaining group, Tuchman. Tuchman and the employees' union agreed to a CBA beginning in 2008 and extending through February 28, 2013, giving the union the option to reopen negotiations in November 2011 to bargain for new terms for the CBA’s last year and to submit any unresolved items to binding interest arbitration, and allowing the arbitrator to “determine his jurisdiction” and grant “all appropriate remedies.” In 2011, the union invoked its right to reopen negotiations. The parties agreed to arbitrate unresolved issues, including the cost to maintain the existing health benefits. The arbitrator, Scheinman, suggested a multi-year award to spread increased contributions over a longer period. Scheinman claims that “[b]oth sides [orally] agreed my jurisdiction permitted a multi-year Award, at my discretion.” In 2012, Scheinman issued an award that extended through June 2016, dealing with wages and health benefits contributions, and allowing the union to reopen negotiations for the contract’s last year. Scheinman did not address why he included a second generation interest arbitration provision, nor did he claim that the parties consented. Hamilton Park petitioned to vacate the award, arguing that Scheinman exceeded his authority. The Third Circuit reversed in part. Hamilton Park agreed to expand Scheinman’s jurisdiction to a multi-year award, but did not agree to inclusion of a second generation interest arbitration provision. View "Hamilton Park Health Care Ctr., Ltd.v. 1199 SEIU United Healthcare Workers E." on Justia Law

As a condition of her employment with Defendants, Plaintiff signed an agreement to resolve any employment-related disputes through arbitration. After Plaintiff resigned, she filed a complaint against Defendants, alleging that she suffered harassment, discrimination, and retaliation during the course of her employment. Defendants filed a motion to compel arbitration. Plaintiff opposed the motion, asserting that it was unconscionable. The trial court agreed with Plaintiff and denied the motion to compel arbitration. The court of appeal reversed. The primary issue before the Supreme Court was whether the arbitration agreement was unconscionable because of a clause in the agreement providing that, in the event a claim proceeds to arbitration, the parties are authorized to seek preliminary injunctive relief in the superior court. The Supreme Court affirmed, holding that the arbitration agreement was not unconscionable because the clause did no more that restate existing law. View "Baltazar v. Forever 21, Inc." on Justia Law

Plaintiff’s employment as captain in the Washington County sheriff’s office was terminated after an investigation into his conduct. Plaintiff filed suit against the Fraternal Order of Police Lodge No. 36 and Michael Robinson, the County sheriff, alleging (1) as against Lodge No. 36, breach of contract arising from the Lodge’s refusal to provide representation after he requested it, and (2) as against Robinson, interference with a business relationship, alleging that Robinson obstructed the Lodge’s ability to fulfill its duty of fair representation. The district court granted Defendants’ motions to dismiss. The Supreme Court affirmed, holding that the district court (1) did not err in dismissing Plaintiff’s amended complaint for failure to file a grievance and in concluding that it lacked subject matter jurisdiction; and (2) did not err in finding that Plaintiff was immune from suit under the doctrine of sovereign immunity. View "Lamb v. Fraternal Order of Police Lodge No. 36" on Justia Law