Justia Contracts Opinion Summaries

Plaintiff challenged the court's holding in Grochowski v. Phoenix Construction, which held that the Davis-Bacon Act, 40 U.S.C. 3141-3148, barred third-party private contract actions, brought under state law, aimed at enforcing the Act's prevailing wage schedules. The court concluded that Grochowski was the controlling law of this Circuit and foreclosed plaintiff's third-party beneficiary contract claim for failure to pay prevailing wages; the district court did not err in setting aside the jury's award of punitive damages under Federal Rule of Civil Procedure 50; the district court did not err in denying plaintiff's motion for a new trial as to damages on his discrimination claim; and, therefore, the judgment of the district court was affirmed. View "Carrion v. Agfa Construction, Inc." on Justia Law

Gaia and State Street were bound by a mezzanine loan agreement with Lehman Brothers to help finance the construction of a residential building in Manhattan. At issue on appeal was whether equitable estoppel, principles of good faith and fair dealing, or general principles of equity prevented State Street from keeping the Accrued Interest. The court concluded that Gaia could not rely on equitable estoppel to recover the Accrued Interest because Gaia did not demonstrate an omission or misrepresentation by State Street on which Gaia reasonably relied to its substantial detriment; State Street was entitled to act in its own self-interest and require payment of the Accrued Interest, even if such action lessened Gaia's anticipated profits, because State Street acted consistently with the contract and did not violate a presumed obligation or Gaia's reasonable expectations; State Street's actions were not taken in bad faith; State Street did not unlawfully demand payment of the Accrued Interest and it was not liable for the Doral damages; and the Professional Fee provision applied in this action and State Street was entitled to Professional Fees incurred as a result of this litigation. Accordingly, the court reversed and remanded. View "Gaia House Mezz LLC v. State St. Bank & Trust Co." on Justia Law

Plaintiff sued Marvel, contending that he conceived the comic book character "Ghost Rider," the related characters, and the origin story. Plaintiff also claimed that he owned the renewal term copyrights in those works. On appeal, plaintiff challenged the district court's grant of summary judgment in favor of Marvel, holding that plaintiff had assigned any rights he had in the renewal term copyrights to Marvel when he executed a form work-for-hire agreement (the Agreement), six years after the initial publication of the issue in question. The court, by applying the "strong presumption against the conveyance of renewal rights," concluded that the district court erred in holding as a matter of law that plaintiff had assigned his renewal rights to Marvel by signing the Agreement; plaintiff's claim was not untimely as a matter of law because there were genuine disputes regarding whether plaintiff should have known about Marvel's repudiation of his claim of ownership; and there were genuine disputes of material fact that precluded granting summary judgment on the issue of authorship. Accordingly, the court vacated and remanded for trial. View "Gary Friedrich Enters., LLC v. Marvel Characters, Inc." on Justia Law

Although the court usually may not review voluntary dismissals of claims or denials of motions for summary judgment, this case presented the unusual situation in which the court was asked to review the voluntary dismissal of a claim following a denial of a motion for summary judgment. The court concluded that its review was appropriate in these circumstances because (1) the district court rejected the legal basis for appellants' counterclaim; (2) the district court disposed of all claims with prejudice; and (3) appellants consented to the final judgment solely to obtain immediate appeal of the prior adverse decision, without pursuing piecemeal appellate review. The court also interpreted several "excess" liability insurance policies, which provided insurance protection beyond the protection provided by underlying policies. The court concluded that the plain language of the insurance policies supported the view of the insurer appellees that the excess liability coverage was only triggered when liability payments reached the attachment point. Accordingly, the court affirmed the judgment of the district court. View "Ali v. Fed. Ins. Co." on Justia Law

After receiving an arbitral award against MatlinPatterson, VRG filed a petition in the district court seeking confirmation of the award in accordance with the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (the New York Convention), 9 U.S.C. 201-08. On appeal, VRG argued that the district court usurped the Arbitral Tribunal's role when it decided that the scope of the parties' arbitration agreement - assuming there was one - did not extend to the dispute at hand. The court vacated the district court's judgment and remanded so that it could decide, in the first instance and on the particular facts of this case, who - the court or the Arbitral Tribunal - had the power to determine the scope of the alleged arbitration agreement between VRG and MatlinPatterson. This power - to determine the scope of any agreement to arbitrate - was to remain with the district court unless the parties agreed to an arbitration clause that clearly and unmistakably assigned such questions to arbitration. View "VRG Linhas Aereas S.A. v. MatlinPatterson Global Opportunities Partners II L.P." on Justia Law

Following remand from a prior appeal, the district court determined that defendant's breach of two contracts proximately caused injury to Carco. On appeal, defendant argued that the district court's findings were erroneous because proximate causation did not exist, and that various determinations as to damages, fees, costs, and interest were derivatively, as well as independently, in error. Carco challenged certain aspects of the district court's calculation of the attorneys' fees awarded to Carco and the denial of prejudgment interest on that award. The court vacated and remanded Carco's breach of contract claim for further determinations regarding proximate causation and quantification of Carco's damages on its contract claim, and, if appropriate, the related question of the applicability of an offset to any resulting damages award. To the extent any damages, fees, costs, and interest awards were based on the breach of contract cause of action, they were also vacated. All damages, costs, and interest awards based on Carco's faithless servant claim were affirmed. The twenty-percent reduction and denial of interest on attorneys' fees were reversed. The court instructed the district court to recalculate the award of attorneys' fees in light of those reversals and in light of its findings with respect to proximate cause on Carco's contract claim. View "Carco Group, Inc. et al. v. Maconachy" on Justia Law

After defendant, a developer, had not furnished a "printed property report," as required by the Interstate Land Sales Full Disclosure Act (ISLA), 15 U.S.C. 1701 et seq., plaintiff claimed that their contract to purchase a condominium unit from defendant was voidable. On appeal, defendant challenged the district court's grant of summary judgment to plaintiff. At issue was whether a single-floor condominium unit in a multi-story building was a "lot," thus triggering the disclosure and reporting requirements of the ISLA. The Consumer Financial Protection Bureau (CFPB) and the Department of Urban Development (HUD) promulgated a rule defining the term "lot" to require the "exclusive use of... land," and, in turn, interpreted the term "land" to mean "realty," thus applying ILSA's requirements to condominium units in multi-story buildings. Because "land" could be used as a term of art meaning "realty," the court held that CFPB and HUD have reasonably interpreted their own definition of the term "lot." Accordingly, the court concluded that the district court properly granted summary judgment to plaintiff. Further, the district court did not err or abuse its discretion by awarding attorneys' fees. View "Berlin v. Renaissance Rental Partners, LLC" on Justia Law

Plaintiff appealed from the district court's dismissal of the counts in its amended complaint directed against the Vatican State. Plaintiff alleged fraud, negligence, breach of contract, unjust enrichment, and conversion, in connection with a licensing program involving artwork and artifacts in the Vatican Library collection. The district court dismissed plaintiff's claims on the grounds of improper venue based on the forum selection clauses contained in the Sublicense Agreements. Plaintiff is a New York corporation with its principal place of business in Long Beach, New York. The Vatican State is the territory over which the Holy See of the Roman Catholic Church exercised sovereignty. The court held that the Vatican State could invoke the forum selection clauses in the sublicense agreements because the licensee and the Vatican State were "closely related" parties and it was foreseeable that the Vatican would enforce the forum selection clauses. Accordingly, the court affirmed the judgment. View "Magi XXI, Inc. v. Stato della Citta del Vaticano" on Justia Law

Plaintiffs initiated this putative class action against Priceline, seeking compensatory, punitive, and equitable relief for alleged breaches of fiduciary duty and contract, as well as a violation of Connecticut's Unfair Trade Practices Act (CUTPA), Conn. Gen. Stat. 42-110b. Plaintiffs' claims arose from Priceline's alleged failure to disclose to users of its "Name Your Own Price" booking service that a successful bid for a hotel room would generally exceed the amount Priceline itself compensated the hotel vendor, with Priceline retaining the difference as profit. Because plaintiffs failed as a matter of law to allege an agency relationship between Priceline and consumers who use its "Name Your Own Price" service to reserve hotel accommodations, they could not plausibly claim that Priceline breached an agent's fiduciary duty in failing to apprise consumers that it might have procured the accommodations at costs lower than their bids, retaining the difference as profits. Accordingly, the court affirmed the district court's dismissal of plaintiffs' claims. View "Johnson v. Priceline.com, Inc." on Justia Law

R.I. Pools appealed from the district court's grant of summary judgment in favor of Scottsdale, which insured R.I. Pools under commercial general liability policies. Scottsdale brought this action seeking declaratory judgment that it had no obligations under the policies with respect to suits brought against R.I. Pools by purchasers of swimming pools for damage the purchasers sustained when cracks developed in their pools. Because the district court erred in ruling that defects in R.I. Pool's work were not within the scope of an "occurrence" and never considered the crucial question whether the defects come within the subcontractor exception to the express exclusion of R.I. Pools's own work, the court vacated the judgment and remanded for further proceedings. Because the duty to defend existed up until the point at which it was legally determined that there was no possibility for coverage under the policies, Scottsdale had not shown entitlement to any reimbursement for defense costs it previously expended. View "Scottsdale Ins. Co. v. R.I. Pools Inc." on Justia Law