Justia Contracts Opinion Summaries

Plaintiff appealed a Court of Chancery order that granted summary judgment and dismissed his suit on laches grounds. The underlying dispute arose over capital investments plaintiff made in two companies. Upon review, the Supreme Court concluded plaintiff's arguments made on appeal lacked merit, however, the Court reversed and remanded on different grounds. View "Levey v. Brownstone Asset Management, LLP, et al." on Justia Law

The Aleut Corporation terminated its chief executive officer, Troy Johnson. He challenged the termination, and according to his employment contract, the matter was submitted to binding arbitration. That agreement contained a broad arbitration clause providing that "[a]ny and all disputes . . . arising out of, relating in any way to or in connection with this Agreement and/or Executive's employment with or termination of employment from the Company . . . shall be solely settled by an arbitration." The parties disputed whether the Corporation had violated the contract by terminating Johnson and whether Johnson's alleged breach of contract justified the termination. The arbitrator awarded damages to Johnson, finding the Corporation violated the contract. The Aleut Corporation petitioned the superior court to vacate the arbitrator's decision, claiming that the arbitrator had addressed an issue that was never submitted to arbitration and was thus not arbitrable. The superior court vacated the arbitration award, concluding that the arbitrator had exceeded his authority, and Johnson appealed. Because the dispute was arbitrable, the Supreme Court concluded that the arbitrator did not exceed his authority, and therefore reversed the superior court's decision to vacate the award. View "Johnson v. The Aleut Corporation" on Justia Law

Petitioner was appointed the Police Commissioner of Baltimore City by the Mayor. Petitioner and the Mayor entered into a memorandum of understanding (MOU) that addressed the terms and conditions of Petitioner's employment, including his removal as Commissioner. The Mayor and City Council (Respondents) later relieved Petitioner of his command. Petitioner filed an amended complaint against Respondents seeking reinstatement and money damages. The circuit court granted summary judgment to Respondents. The intermediate appellate court reversed, holding that the Mayor did not have the authority to remove a Police Commissioner pursuant to a contract providing for removal without cause, and therefore, the removal provisions of the MOU were invalid. The Court of Appeals affirmed. Petitioner subsequently filed a motion for writ of mandamus or motion for injunction or reinstatement. The circuit court denied the motion and granted summary judgment to Respondents. The court of special appeals affirmed. The Court of Appeals affirmed, holding (1) because this Court did not decide the merits of Petitioner's claims for reinstatement and monetary damages, Petitioner was not entitled to reinstatement or judgment as a matter of law; and (2) the court of special appeals did not err in granting Respondents' summary judgment motion and denying Petitioner's motion for partial summary judgment. View "Clark v. O'Malley" on Justia Law

CareFirst, Inc., a nonstock, nonprofit Maryland corporation, is a holding company with two subsidiaries that provides health insurance for millions of Maryland residents. State law confers broad authority on the Maryland Insurance Commissioner to oversee its operation and adherence to its mission. This case arose from the termination of Leon Kaplan, a former executive of CareFirst. CareFirst declined to pay part of the post-termination compensation set forth in Kaplan's employment contract, reasoning that the compensation was not for "work actually performed," as that standard had been interpreted by the Commissioner. The Commissioner affirmed the decision not to pay the benefits, concluding that the payments would violate Md. Code Ann. Ins. 14-139. The Court of Appeals affirmed, holding (1) the Commissioner's determination was not preempted by ERISA; (2) the Commissioner's construction of the insurance code was legally correct; and (3) there was substantial evidence to support the Commissioner's determination in this case. View "Md. Ins. Comm'r. v. Kaplan" on Justia Law

Liberty Anesthesia Associates, LLC (Liberty), an independent contractor that provides anesthesia services at the Jersey City Medical Center (JCMC), contracted plaintiff Karen Cole to provide anesthesia services at JCMC. Cole's employment agreement with Liberty included an arbitration provision. After JCMC revoked Cole's work privileges, Liberty terminated Cole's employment pursuant to their agreement. Cole filed a complaint against JCMC asserting statutory and common law claims. JCMC impleaded Liberty as a third-party defendant and filed an answer to Cole's amended complaint, asserting thirty-five affirmative defenses, none of which referred to arbitration. After discovery, which included interrogatories and depositions, both Liberty and JCMC moved for summary judgment. After Cole settled her claims with JCMC, the court entered summary judgment in Liberty's favor on two of four causes of action and scheduled trial. The issue before the Supreme Court was whether a defendant could compel arbitration pursuant to an arbitration agreement after being joined and actively participating in litigation between a party and a non-party to the arbitration agreement. The Supreme Court concluded that Liberty's active participation in the litigation for twenty-one months before invoking the arbitration provision on the eve of trial constituted a waiver of its right to arbitrate. View "Cole v. Jersey City Medical Center" on Justia Law

Plaintiff filed suit against Defendants for failing to pay compensation he alleged was owed to him under an employment contract. The complaint asserted claims for, inter alia, breach of contract and violations of the Wage Act. The superior court dismissed all but Plaintiff's claim under the Wage Act, concluding that the Wage Act was the exclusive remedy for the recovery of unpaid claims, thereby preempting Plaintiff's common-law claims. The Supreme Court reversed, holding that the legislature did not intend the Wage Act to be the exclusive remedy for the recovery of unpaid wages, and therefore, Plaintiff's common-law claims should not have been dismissed. Remanded. View "Lipsitt v. Plaud" on Justia Law

The City of Boston transferred a Boston police sergeant who served as a union representative due to what the City said were ongoing concerns about the officer's supervisory authority. The Boston Police Superior Officers Federation (union) sought to enforce a provision of its collective bargaining agreement (CBA) with the City, which prohibited the involuntary transfer of certain union representatives between stations or assignments. A grievance arbitrator concluded that the City had violated the CBA and awarded the officer damages and reinstatement to his original position. The superior court confirmed the award. The Supreme Court vacated the superior court's judgment and remanded the case for judgment vacating the award, holding that the arbitrator exceeded his authority in invalidating the officer's transfer, where assignment and transfer of officers within the Boston police department are nondelegable statutory powers of the Boston police commissioner. View "City of Boston v. Boston Police Superior Officers Fed'n" on Justia Law

Defendants, the children of the late Jack Kirby, one of the most influential comic book artists of all time, appealed the district court's grant of summary judgment to Marvel. This case concerned the property rights in 262 works published by Marvel between 1958-1963. After defendants served various Marvel entities with Termination Notices purporting to exercise statutory termination rights under section 304(c)(2) of the Copyright Act of 1976, 17 U.S.C. 304, Marvel filed suit seeking a declaration that defendants have no termination rights under section 304(c)(2). The court concluded that the district court lacked personal jurisdiction over Lisa and Neal Kirby and, therefore, vacated the district court's judgment against them; Lisa and Neal are not indispensable parties and it was appropriate for the action against Barbara and Susan Kirby to have proceeded on its merits; the district court did not err in determining as a matter of law that the works at issue were "made for hire," made at Marvel's instance and expense, and that the parties had no agreement to the contrary; and the district court properly granted Marvel's motion for summary judgment as to Susan and Barbara, who were without termination rights under section 304(c). View "Marvel Characters, Inc. v. Kirby" on Justia Law

Plaintiffs, current and former employees of Boston Medical Center (BMC), brought this wage-and-hour action against BMC, BMC's former president and COE, and BMC's former senior human resources officer, alleging that Defendants deprived them of their wages through the use of timekeeping policies and employment practices that required them to put in extra work time in addition to their regularly scheduled work shifts and to work through their meal and rest periods. Plaintiffs asserted causes of action under the Fair Labor Standards Act (FLSA) and Massachusetts common law. The federal district court granted Defendants' motion to dismiss in its entirety. The First Circuit Court of Appeals (1) vacated the dismissal of the FLSA claim against BMC and its former CEO, the contract claims, and the money had and received, unjust enrichment, and conversion claims; (2) vacated the district court's order striking the class and collective action allegations; and (3) otherwise affirmed. Remanded. View "Manning v. Boston Med. Ctr. Corp." on Justia Law

Four upper-level managers at Tradesmen, a construction staffing company, formed a competing company in 2009. Tradesmen filed suit alleging breach of contract, misappropriation of trade secrets and confidential information, breach of duty of loyalty, tortious interference with contractual relations, tortious interference with business expectancy, conversion, and civil conspiracy, and seeking a declaratory judgment with respect to covenants not to compete and injunctive relief. Proceedings against one defendant were stayed, due to bankruptcy. The district court granted summary judgment to the remaining defendants, except with respect to the declaratory judgment count, but found that the covenants had already expired. The district court denied attorney’s fees. The Seventh Circuit held that because of the stay, the summary judgment ruling was not a final decision, so that it lacked jurisdiction on appeal under 28 U.S.C. 1291, except with respect to the request for injunctive relief (28 U.S.C. 1292(a)(1)). The court affirmed on that issue, reasoning that Tradesmen failed to show that it suffered any harm, let alone irreparable harm, from the remaining defendants’ actions. View "Tradesmen Int'l, Inc. v. Black" on Justia Law