Justia Contracts Opinion Summaries

Amanda Howard Real Estate, LLC ("Howard Real Estate"), appealed a partial summary judgment in favor of Clair Lee and JRHBW Realty, Inc. ("RealtySouth"), in Howard Real Estate's suit to enforce a noncompete agreement against Lee. The circuit court ruled that the noncompete agreement was void because it was not signed by both parties as required by statute. The Alabama Supreme Court affirmed the judgment because none of Howard Real Estate's arguments established that it satisfied the statutory signatures requirement. View "Amanda Howard Real Estate, LLC v. Lee, et al." on Justia Law

Antero Resources, Corp., an oil and gas production company, sued a former employee (“Appellant”)  for breach of fiduciary duty, alleging that Appellant abused his position of operations supervisor to award service contracts to companies owned by his close friend Tommy Robertson. Antero also alleged that, after winning the contracts, Robertson’s companies deliberately delayed providing “drillout” operations, resulting in millions of dollars of overbilling. A jury found Appellant liable in the amount of $11,897,689.39, which consists of $11,112,140.00 in damages and $775,549.39 as recoupment for the value Appellant received as a result of the breach. The district court entered a final judgment in the same amount, along with post-judgment interest. The district court ordered Appellant to pay pre-judgment interest and to forfeit 130,170 shares of stock in Antero Midstream. Appellant challenged the judgment on two bases.   The Fifth Circuit concluded that sufficient evidence supported the jury’s finding on damages. The court further held that the district court’s decision to deny Appellant the opportunity to pursue post-trial discovery was an abuse of discretion. The court explained that discovery is procedural; federal law governs the question of whether a party is entitled to take post-trial discovery. Discovery after evidence has closed is typically reserved for situations where the trial reveals a new basis for seeking further information. Accordingly, the court vacated the order denying Appellant’s motion to amend the judgment. The court remanded to reconsider whether to allow Appellant to pursue discovery relating to Antero’s settlement with the Robertson companies and whether to offset the judgment in light of that settlement. View "Antero Resources v. Kawcak" on Justia Law

The First Circuit reversed the judgment of the district court concluding that the City of Malden had violated the Massachusetts Wage Act, Mass. Gen. Laws ch. 149, 148 (the Wage Act) and Mass. Gen. Laws ch. 44, 53C (the Municipal Finance Law), holding that there was no violation of the Wage Act or Municipal Finance Law in this case.Plaintiffs, City of Malden police officers, sued the City, arguing that a term in the collective bargaining agreement (CBA) that set the hourly rate for police detail work aligned with how they were historically paid and that a ten percent deduction for an administrative fee resulted in a reduction in their wages as set forth in the CBA, in violation of the Wage Act. The district court ruled that the contract term was ambiguous and, after hearing witness testimony, ruled that the City violated the Municipal Finance Law and the Wage Act. The First Circuit reversed, holding (1) the contract term was unambiguous in favor of the City; (2) any reduction in the calculated rate still resulted in a higher payout than contemplated in the CBA, and therefore, there was no Wage Act violation; and (3) the district court clearly erred in finding that the City had violated the Municipal Finance Law. View "Owens v. City of Malden" on Justia Law

The Supreme Court affirmed the judgment of the district court ruling that an Employer's refusal to collect dues from Union members' paychecks was a breach of certain collective bargaining rights and awarding money damages to Union, holding that there was no error.Union brought suit against Employer alleging that Employer breached its contracts by failing to deduct dues. The district court granted summary judgment in favor of Union as to Employer's liability for breach of contract for refusing to deduct dues. After a bench trial on the issue of damages the court awarded $1,046,835 to Union. The Supreme Court affirmed, holding (1) Employer breached the contracts' written terms by failing to collect dues; and (2) the money damages remedy was appropriate and without legal error. View "UE Local 893/IUP v. State" on Justia Law

At the request of Plaintiffs/cross-defendants, the trial court issued a prejudgment right to attach orders (RTAO) in the aggregate amount of $7,192,607.16 against their former employer, NMSI, Inc. Appealing the orders as authorized by Code of Civil Procedure section 904.1, subdivision (a)(5),1 NMSI contends Plaintiffs failed to establish the probable validity of their claims because, contrary to the allegations in their first amended complaint, the agreements underlying their breach of contract causes of action had been modified through an exchange of emails, as well as by the parties’ subsequent conduct. NMSI also contends the amounts to be attached were not readily ascertainable, and the court erred in considering documents incorporated by reference into the applications for a writ of attachment.   The Second Appellate District affirmed. The court held that substantial evidence supports the trial court’s finding of the probable validity of Plaintiffs’ contract claims. The court explained that substantial evidence supports the trial court’s finding that the November 3, 2020 email does not show that “both Plaintiffs personally supervised the calculations of the Brea branch profit and loss figures . . . which reflected the modified profit-sharing model, which they then sent to and confirmed with NMSI’s accounting team,” and its further finding that the email did not confirm the modified revenue sharing agreement because it “failed to include the attachment with the cover email,” so “it cannot be determined from the November 2020 email what Plaintiffs were confirming.” The court held that the trial court did not err in determining the claims were for a fixed or readily ascertainable amount. View "Park v. NMSI, Inc." on Justia Law

Defendants Bank of New York Mellon Corporation, LLP and its subsidiary, The Bank of New York Mellon (collectively, “BNYM”), retained Plaintiff as an independent contractor to work on an investment valuation project. Plaintiff developed the so-called Pauwels Model. At various times between 2014 and the end of his working relationship with BNYM in 2018, Plaintiff shared spreadsheets derived from the Pauwels Model with various employees and executives at BNYM. In 2016, BNYM retained Defendants Deloitte LLP, Deloitte Tax LLP, and Deloitte USA LLP (collectively, “Deloitte”) to take over the work that Plaintiff had been performing for BNYM. Plaintiff alleged that Deloitte used the spreadsheets to reverse engineer the Pauwels Model and was using the model to conduct the services it provided to BNYM. Plaintiff brought suit against BNYM and Deloitte, alleging, among other claims, that the Pauwels Model embodied a trade secret that they misappropriated.   The Second Circuit reversed and remanded the district court’s judgment insofar as it dismissed Plaintiff’s unjust enrichment claim. The court affirmed the remainder of the judgment. The court explained that misappropriation is not an element of a claim for unjust enrichment under New York law. Therefore, a plaintiff’s claim for unjust enrichment does not necessarily rise or fall with a claim of trade secret misappropriation. The court explained that because Plaintiff’s theory of liability is distinct from those underpinning Plaintiff’s claim for trade secret misappropriation, his claim for unjust enrichment should not have been dismissed as duplicative of his claim for trade secret misappropriation. View "Pauwels v. Deloitte LLP" on Justia Law

Plaintiff was hired as the Superintendent of Dothan City Schools in Dothan, Alabama. The employment contract stated Plaintiff could only be terminated for cause. Furthermore, the contract stated that the termination would not be effective until the Board provided Plaintiff with a statement of the cause for termination and allowed her an opportunity for a hearing. Lastly, the employment contract provided that Plainitff could resign with or without cause as long as she gave at least 120 days notice in writing of her resignation to the Board. Six days after Plaintiff’s intent to resign was sent, Plaintiff alleges that the Board voted to terminate Plaintiff’s contract. She brought claims for deprivation of due process and the Fifth and Fourteenth Amendments, conspiracy to violate civil rights in violation of 42 U.S.C. Section 1985, and breach of contract. The district court dismissed Plaintiff’s claims with prejudice.   The Eleventh Circuit reversed the district court’s denial of Plaintiff’s due process claims and affirmed the district court’s denial of Plaintiff’s conspiracy and breach of contract claims. The court explained that instead of construing all ambiguities in Plaintiff’s favor, the district court used the minutes to recharacterize the allegations within Plaintiff’s complaint. When taking the factual allegations in Plaintiff’s complaint as true, there is a plausible claim for relief. In paragraph 18 of the complaint, Plaintiff’s classifies her communication as an “intent” to resign, not an actual resignation. The court wrote that the district court erred by ignoring that Plaintiff had a plausible claim to relief and not drawing reasonable inferences in her favor. View "Phyllis Edwards v. Dothan City Schools, et al" on Justia Law

A Mississippi circuit court granted law firm Campbell DeLong, LLP, a declaratory judgment against a former partner of the firm, Britt Virden, who had alleged breach of contract, among other claims. Virden appealed, and the Court of Appeals affirmed. On certiorari review, the Supreme Court found that Virden’s prewithdrawal claims were not precluded by a signed agreement, which only came into operation in the event of death, termination, withdrawal, or retirement of a partner. The Supreme Court therefore reversed the appellate and circuit court judgments and remanded the case for the circuit court to allow Virden an opportunity to maintain an action against his former firm for breach of an implied contract regarding partner compensation. View "Virden v. Campbell Delong, LLP, et al." on Justia Law

Plaintiffs worked as detention officers for Glynn County under Sheriff Jump’s supervision. Although it is unclear from the record whether the Officers are formally deputy sheriffs, it is undisputed that they are, at minimum, direct employees of Sheriff Jump, in his official capacity, akin to deputies. The Officers brought a Fair Labor Standards Act (FLSA) collective action alleging that the County “illegally calculated their and other detention officers’ overtime wages.” The County moved to dismiss for failure to state a claim. In response, the Officers amended their complaint to include Sheriff Jump in his individual capacity. The County and Sheriff Jump then moved to dismiss the amended complaint for lack of subject-matter jurisdiction and for failure to state a claim, arguing that neither defendant was the Officers’ employer under the FLSA.   The Eleventh Circuit affirmed both the district court’s denial of the Officers’ motion for leave to amend and its ultimate dismissal of the amended complaint. The court held that the district court correctly dismissed the Officers’ complaint against Sheriff Jump in his individual capacity because he is not an “employer” under the FLSA. Further, the court agreed with the district court that Sheriff Jump would be entitled to Eleventh Amendment immunity when making compensation decisions for his employees. Further, the court held that Georgia “retained its Eleventh Amendment immunity” from suits in federal court for breach-of-contract claims because no statute or constitutional provision “expressly consents to suits in federal court. View "Langston Austin, et al. v. Glynn County, Georgia, et al." on Justia Law

Plaintiff sued defendants Jeff Jenkins, Jeff Jenkins Productions, LLC, and Bongo, LLC, for breach of contract and eight other causes of action. Plaintiff’s complaint alleged she conceived the idea for and worked to develop and coproduce a popular television program that came to be known as Bling Empire on Netflix. In the spring of 2018, Plaintiff presented the idea for the program to Defendant Jenkins during a series of discussions, and she gave Jenkins written development material concerning the program. Plaintiff alleged causes of action for breach of the implied covenant of good faith and fair dealing, intentional and negligent misrepresentation, fraudulent inducement, and other claims. Defendants responded with an anti-SLAPP motion.   The Second Appellate District affirmed the trial court’s order denying Defendants’ anti-SLAPP motion to strike Plaintiff’s complaint. The court concluded that adhering to the two-part test announced in FilmOn.com Inc. v. DoubleVerify Inc. (2019) 7 Cal.5th 133 (FilmOn), that while the creation of a television show is an exercise of constitutionally protected expression, in this case, there is no “functional relationship” between the activity challenged in the complaint and the issue of public interest, as required by FilmOn.  Further, the court wrote that the conduct challenged, while it “implicates” a public issue, does not “contribute to public discussion of that issue” Consequently, Defendants’ activity excluding Plaintiff and failing to compensate her was not undertaken “in furtherance of free speech ‘in connection with’ an issue of public interest.” View "Li v. Jenkins" on Justia Law