Justia Contracts Opinion Summaries

This case involved a pirated shipment of disk drives, two logistics contracts, and application of the Carmack Amendment, 49 U.S.C. 14706, a federal law regulating the interstate transportation of goods. The court concluded that Megatrux failed to show that the shipper was given a reasonable opportunity to choose between two or more levels of liability or that it had obtained agreement to any level below the Carmack Amendment's default measure of full liability. Therefore, the court affirmed the district court's finding of full liability. The court found no clear error in the district court's determination that the customs invoices, photographs, and recovered disk drives provided sufficient evidence of the condition and contents of the stolen shipment. The district court erred in finding UPS's claim for indemnification of attorney's fees to be preempted by the Carmack Amendment. Accordingly, the court affirmed the district court's ruling that Megatrux bears full liability for Seagate's actual loss and its finding that UPS sufficiently proved the contents of the subject shipments. The court reversed the determination that UPS's claim for attorney's fees under the indemnification clause of the Master Transportation Services Agreement was preempted and remanded for further proceedings. View "UPS Supply Chain Solutions v. Megatrux Transp., Inc." on Justia Law

GDG filed suit, alleging that the Government of Belize breached a contract for the lease of office telecommunications. The district court dismissed based on the doctrines of forum non conveniens and international comity without reaching the merits of the dispute. The court concluded that the district court abused its discretion in dismissing for forum non conveniens without first evaluating the significance of a forum-selection clause in the underlying contract. Accordingly, the court vacated the forum non conveniens dismissal and remanded to allow the district court to determine the enforceability and significance of the forum-selection clause. The court also vacated the district court's dismissal on the alternative ground of international comity where retrospective international comity did not apply without a judgment from a foreign tribunal or parallel foreign proceedings and where prospective international comity did not apply to this commercial contract dispute. Accordingly, the court vacated and remanded. View "GDG Acquisitions, LLC v. Government of Belize" on Justia Law

Plaintiff (the customer) filed suit against State Street (the custodian bank), alleging in essence that it had a duty to notify him that the securities in his account were worthless. The district court granted State Street's motion to dismiss the contract claims on the ground that State Street had a merely administrative role in managing plaintiff's accounts and thus owed him no duty to guard against his investment advisor's misconduct. The district court concluded that plaintiff's negligence claims were barred by Florida's economic loss rule and plaintiff had not sufficiently alleged knowledge on the part of State Street in regards to the aiding and abetting claims. The court affirmed, holding that, under these facts, the custodian bank breached no duty, contractual or otherwise, by accepting on behalf of its customer securities that later turn out to be fraudulent and listing those securities on monthly account statements issued to the customer. Plaintiff's allegations failed to state claims for breach of contract; plaintiff failed to establish that State Street owed him an independent duty to monitor the investments in his account, verify their market value, or ensure they were in valid form; therefore, he failed to state valid negligence claims; plaintiff's allegations were insufficient to state a claim for aiding and abetting; and plaintiff's claims for breach of fiduciary duty and negligent misrepresentation also failed. View "Lamm v. State Street Bank and Trust" on Justia Law

Winn-Dixie filed suit claiming that it suffered more than $90 million in lost profits because Defendants Dollar General, Dollar Tree, and Big Lots violated, and continue to violate, the restrictive covenants limiting grocery sales by other tenants in a shopping center in which Winn-Dixie was the anchor store. The court held that, for forty-one Florida stores, the district court misapplied Florida law in determining whether defendants had violated Winn-Dixie's restrictive covenants; the court reversed and remanded for these stores for a new trial based on a definition of "staple or fancy groceries" and "sales area" consistent with the holding of the Florida Third District Court of Appeals; the court held that the district court applied incorrect state law in determining whether defendants had violated the terms of restrictive covenants at thirteen stores in Alabama and Georgia; the court reversed and remanded for interpretation of covenants binding these Alabama and Georgia stores in accordance with the appropriate law of each state; and the court affirmed as to the forty-three remaining stores for which the district court denied all relief on other grounds. View "Winn-Dixie Stores, Inc., et al. v. Dolgencorp, LLC, et al." on Justia Law

Plaintiff, a Honduran citizen who suffered a back injury while employed as a mason aboard one of Carnival's ships, filed suit against Carnival in state court asserting claims of Jones Act, 46 U.S.C. 30104, negligence, unseaworthiness, and failure to provide adequate maintenance and cure. Plaintiff alleged that the physician chosen and paid by Carnival negligently performed his back surgery. Carnival removed to federal court. On appeal, plaintiff appealed the district court's order compelling arbitration of his claims under the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (CREFAA), 9 U.S.C. 201-208. Plaintiff argued that his Jones Act claim did not fall within his employment contract ("Seafarer's Agreement") with Carnival and, therefore, was not within the scope of the contract's arbitration clause. The court concluded that the order compelling plaintiff to arbitrate his claims was "a final decision with respect to arbitration," and the court had appellate jurisdiction. The court also concluded that plaintiff's dispute with Carnival clearly arose out of or in connection with the Seafarer's Agreement and was subject to arbitration. Accordingly, the court affirmed the district court's order. View "Martinez v. Carnival Corp." on Justia Law

Plaintiff and other checking account customers filed suit against the Bank for allegedly charging excessive overdraft fees in breach of their account agreement. The district court denied the Bank's renewed motion to compel arbitration. The court concluded that state law applied when courts determined whether a valid arbitration agreement is in effect, and the Federal Arbitration Act's, 9 U.S.C. 1 et seq., presumption did not; under North Carolina law, the Bank Agreement was entirely superseded, and the arbitration agreement in that agreement therefore became ineffective; the district court properly looked to the PNC Agreement to determine whether the parties agreed to arbitrate their disputes; under North Carolina law, the PNC Agreement's silence was insufficient to form such an agreement; based on the terms of the agreement, the PNC Agreement applied retroactively; and because the agreement governing the dispute at hand did not permit the Bank to compel arbitration, the district court properly denied the motion. Accordingly, the court affirmed the judgment of the district court. View "Dasher v. RBC Bank (USA)" on Justia Law

Plaintiff filed suit against her mortgage lender, Wells Fargo, alleging that Wells Fargo breached the mortgage-loan contract and violated extracontractual duties by requiring her to have more flood insurance than the amount set by federal law. At issue was whether a covenant included in all contracts for home mortgage loans guaranteed by the FHA unambiguously permitted mortgage lenders to require their borrowers to obtain flood insurance beyond the amount the agency required. The court concluded that the covenant unambiguously made the federally required flood-insurance amount the minimum, not the maximum, the borrower must have. Accordingly, plaintiff could not prevail on her claims against Wells Fargo and the court affirmed the district court's dismissal of the complaint for failure to state a claim. View "Feaz v. Wells Fargo Bank, N.A., et al." on Justia Law

The FDIC, as receiver for the Bank, challenged the judgment of the lower courts that the tax sharing agreement between NetBank, the parent company, and its subsidiary, Bank, established a debtor-creditor relationship between the parties and awarding the tax refund to the bankruptcy estate of NetBank. The court reversed and remanded with instructions to enter judgment in favor of the FDIC, concluding that the parties to the tax sharing agreement in this case intended to create an agency relationship rather than a debtor-creditor relationship with respect to IRS refunds attributable to the Bank. View "FDIC v. Zucker" on Justia Law

In a contract dispute related to the funding of the development of the Fountainebleau Resort in Las Vegas (the Project), Term Lenders appealed the district court's grant of summary judgment in favor of the Bank. The court concluded that under the Disbursement Agreement the Bank was permitted to rely on the Borrowers' certifications that the conditions precedent were satisfied unless it had actual knowledge to the contrary. The court also concluded that there remained genuine issues of material fact about whether the Bank had such knowledge and whether its actions amounted to gross negligence. The court affirmed the district court's denial of the Term Lenders' Motion for Partial Summary Judgment and the district court's interpretation of the Bank's obligations under the Disbursement Agreement. The court reversed, however, the district court's grant of summary judgment in favor of the Bank and the court remanded the case for further proceedings. View "Avenue CLO Fund, Ltd., et al. v. Bank of America, NA" on Justia Law

This case involved disputes over licensing agreements for, inter alia, the RS 3400 blood irradiation device. At issue was whether the Federal Circuit has exclusive jurisdiction to hear an appeal of a breach of contract claim that would require the resolution of a claim of patent infringement for the complainant to succeed. The court concluded that it did not have appellate jurisdiction and resolved dispositive issues in favor of Rad Source, leaving a single dispositive issue for certification: When a licensee enters into a contract to transfer all of its interests in a license agreement for an entire term of a license agreement, save one day, but remains liable to the licensor under the license agreement, is the contract an assignment of the license agreement, or is the contract a sublicense? View "MDS (Canada) Inc., et al. v. Rad Source Technologies, Inc." on Justia Law