Justia Contracts Opinion Summaries

Celtic Marine filed suit against Justice in this maritime dispute for breach of contract. After the parties reached two settlements and both were not fulfilled, Celtic Marine moved for summary judgment to enforce an acceleration clause contained in the second agreement for all payments due under the first settlement agreement. Celtic Marine also moved to reopen the case under Rule 60(b)(6). The district court granted both motions, granting leave for Celtic Marine to amend its complaint and then denied Justice's motion to reconsider. The court concluded that 28 U.S.C. 1292(a)(3) does not grant the court jurisdiction over the district court's Rule 60(b) order and, therefore, the court dismissed Justice's appeal for want of jurisdiction. In regards to summary judgment, the court concluded that there was no genuine dispute that the email exchange did not amend the October Settlement Agreement and Celtic Marine did not waive its right to exercise the acceleration clause. Accordingly, the court affirmed the district court's grant of summary judgment. View "Celtic Marine Corp. v. James C. Justice Co., Inc." on Justia Law

Lessors appealed the district court's grant of summary judgment in favor of the lessee, Chesapeake, in this dispute over oil and gas lease royalty provisions. The court concluded that the value of the lessors' royalty is a percentage of the market value at the point of sale, which in this case is at the well; a "net-back" method of calculation does not "burden" or reduce the value of the royalty; Chesapeake has sold the gas at the wellhead and that is the point of sale at which market value must be calculated under the terms of the lessors' lease; and the Texas court's decision in Heritage Res., Inc. v. NationsBank, remains binding law. Therefore, the court affirmed the judgment of the district court. View "Potts, et al. v. Chesapeake Exploration, L.L.C." on Justia Law

Defendants appealed the grant of partial summary judgment in favor of seven investors. The court concluded that it had jurisdiction to review all of the orders listed in defendants' notice of appeal; the district court did not abuse its discretion in striking a certified public accountant's affidavit where he lacked personal knowledge of the conclusions he was asserting; and the district court did not err in granting plaintiffs' motion for partial summary judgment where there had been a failure of consideration as a matter of law. In regards to the district court's holding that all defendants were liable for the return of $3.5 million, the district court did not err in finding SaiNath liable based on a failure of consideration; the district court did not err in holding K.A.P liable under a theory of unjust enrichment; but, because the district court did not have the benefit of Ogea v. Merritt when it analyzed "piercing of the veil," the court remanded for the district court to consider the application of the Louisiana court's analysis as to the facts of this case. Accordingly, the court affirmed partial summary judgment as to SaiNath and K.A.P. The court vacated and remanded as to the Karsans in their individual capacities. View "Meadaa, et al. v. K.A.P. Enterprises, L.L.C., et al." on Justia Law

GE Plaintiffs filed suit against Worthington under the Texas Uniform Fraudulent Transfer Act (TUFTA), Tex. Bus. & Comm. Code 24.009(a), seeking to void transfers that Worthington received from the GE Plaintiffs' predecessor-in-interest, allegedly with notice of the transfers' fraudulent nature. The jury found in favor of the GE Plaintiffs and the district court entered judgment for the amount of the transfers. The court concluded that the factual commonality in this case did not suffice to count the contractual dispute settlement against TUFTA's limit on recovery for a single avoidance "claim," or to render Citibank a joint tortfeasor for one-satisfaction rule purposes. Accordingly, the district court did not err in denying Worthington a settlement credit for the settlement proceeds that the GE Plaintiffs received from Citibank. The court rejected Worthington's argument that the district court erred as a matter of law in interpreting TUFTA's good faith defense as an objective standard. Accordingly, the court affirmed the judgment of the district court. View "GE Capital Commercial, Inc., et al. v. Wright & Wright, Inc." on Justia Law

Bluebonnet appealed the district court's grant of summary judgment for Wells Fargo on Bluebonnet's claim for rescission of contract. The court concluded that Bluebonnet has not demonstrated a genuine factual issue as to whether there is an error vitiating its consent to the swap agreement at issue and warranting rescission. The court's conclusion is supported by it's previous decision in Dameware Development, L.L.C. v. American General Life Insurance Co., in which the court held that there was no failure of cause constituting error or warranting rescission of a contract. Accordingly, the court affirmed the judgment of the district court. View "Bluebonnet Hotel Ventures v. Wells Fargo Bank, N.A." on Justia Law

ACL sought a declaratory judgment that certain vessels chartering agreements with DRD were void ab initio. The district court dismissed based on the equitable doctrine of judicial estoppel. The court held that the district court did not abuse its discretion in dismissing the action where ACL's position in the declaratory judgment action clearly contradicted its earlier position in a related proceeding that the charters were valid, which had been accepted by the district court. View "American Commercial Lines, L.L.C. v. D.R.D. Towing Co., L.L.C." on Justia Law

Wartburg appealed the district court's grant of summary judgment for Bumbo, a South African seller of plastic baby seats, on counterclaims by Wartburg alleging breach of contract. The court held that Wartburg's retailer limitation claim, regarding Bumbo's insistence that Wartburg supply Wartburg's inventory of Bumbo products solely to Wal-Mart, Toys "R" Us, and Babies "R" Us, arose from the initial, admitted-to contract. As such, this claim fell under one of the exceptions to Texas's statute of frauds. Therefore, the district court erred in granting summary judgment to Bumbo as to this claim on statute of frauds grounds. The court affirmed in part, reversed in part, and remanded for further proceedings. View "Jonibach Mgmt. Trust v. Wartburg Enterprises, Inc." on Justia Law

Hess sought to enforce debtor's guaranty on a contract between Hess and Premier. Debtor was a member in Premier and served as guarantor of the agreement. The agreement stated that Hess would provide certain management services related to the operation of the Fluker Pit. The bankruptcy court held that Premier breached the contract in bad faith, but the court limited the damages award to $375,000. Hess appealed to the district court, which overruled the bankruptcy court and awarded Hess the full value of the contract - $1.5 million. Debtor appealed. The court concluded that a Louisiana court would find that the bad faith damage clause did not enhance the damages owed Hess beyond the time the Fluker Pit closed. Instead, giving full effect to the bad faith damages provision, the court found that Hess was only able to establish as a "direct consequence" of the breach damages up until the November 12th date. Awarding Hess damages beyond that point would not serve the provision's purpose of conferring damages consequentially linked to bad faith breach, but instead would punitively award damages unconnected with the facts surrounding the breach. Further, Louisiana's rule on mitigation makes clear that a non-breaching party must take "reasonable efforts to mitigate the damage caused by the obligor's failure to perform." This demonstrates that damages are not set in stone, and strengthened the court's conclusion that post-breach events may effect the amount of damages award. Accordingly, the court reversed and remanded. View "Hess Mgmt. Firm, L.L.C., et al. v. Bankston, et al." on Justia Law

Plaintiffs filed suit in Mississippi state court against defendants seeking damages and declarative injunctive relief. Plaintiffs asserted two claims: first, common-law trade-secret misappropriate and intentional interference with business relations; and second, violation of state law, which protects a patient's right to use any pharmacy of his choosing. After removing plaintiffs' suit to federal court, defendants moved to compel plaintiffs to arbitrate their claims under the arbitration contracts to which all or most defendants were not signatories under the Federal Arbitration Act (FAA), 9 U.S.C. 3-4. The court concluded that the relevant Arizona law, made controlling by the Provider Agreement's choice-of-law clause, supported the non-signatory defendants' motion to enforce the agreement to arbitrate against plaintiffs based on state-law equitable estoppel doctrine. Accordingly, the court affirmed the district court's judgment compelling arbitration. The court recognized that the court's prior decisions applying federal common law, rather than state contract law, to decide such questions have been modified to conform with the Supreme Court's holding in Arthur Andersen LLP v. Carlisle. View "Crawford Professional Drugs, et al. v. CVS Caremark Corp., et al." on Justia Law

Vista, plaintiff's employer, appealed the district court's denial of Vista's motion to compel arbitration of plaintiff's on-the-job injury claim. The court held that even if the Benefit Plan and the Arbitration Agreement were properly considered as part of a single contract, the termination provision found in the Benefit Plan did not apply to the Arbitration Agreement. Accordingly, the court concluded that the Arbitration Agreement was not illusory under Texas law because Vista's power to terminate the Arbitration Agreement was properly constrained. The court reversed and remanded for the district court to enter an order compelling arbitration. View "Lizalde v. Vista Quality Markets" on Justia Law