Justia Contracts Opinion Summaries

This appeal arose out of a contract dispute between Verint and Tekelec where Tekelec sought a right to payment stemming from a patent dispute between two corporate entities not directly involved in this appeal. The district court awarded summary judgment to Tekelec and denied Verint's cross-motion for summary judgment. The court rejected Verint's claims that Tekelc lacked constitutional standing to enforce its right to the payments at issue. Because the court concluded that Verint's fixed, contractual payment obligations under the Blue Pumpkin/IEX Agreement unambiguously fell outside of the scope of the subsequent Verint/NICE Settlement's boilerplate Non-Accrual Clause, the court need not consider Tekelec's alternative argument that the disputed payments accrued prior to the effective date of the Verint/NICE Settlement. Accordingly, the court affirmed the judgment. View "Tekelec, Inc. v. Verint Systems, Inc." on Justia Law

Levy Gardens appealed the district court's decision ordering Commonwealth to pay Levy Gardens pursuant to Levy Gardens' title insurance policy with Commonwealth. The court held that the district court did not err in concluding that Levy Gardens had coverage under the insurance policy and that Levy Gardens did not violate the conditions of the policy in a manner prejudicial to Commonwealth. The district court did not err in concluding that the insurance policy provided coverage for only the diminution in value of title to the property resulting from the zoning encumbrance. The district court's findings that Commonwealth's actions were not arbitrary and capricious and Commonwealth made its assertions in good faith were reasonable and supported by the record. Therefore, the court held that the district court did not manifestly err by declining to impose penalties to Commonwealth. Accordingly, the court affirmed the judgment. View "Levy Gardens Partners 2007, LP v. Lewis Title Ins. Co." on Justia Law

The Growers filed claims against PPC seeking promissory estoppel relief, alleging that the company's oral promises of a long-term relationship induced them to invest in chicken houses. The district court affirmed the bankruptcy court's grant of summary judgment for PPC on the ground that the written contracts between PPC and the Growers barred the alleged oral promises because the contracts addressed the same subject matter as the Growers' claims. Because the court found that this contract bar precluded the Growers' promissory estoppel claims, the court did not address the other issues raised on appeal and therefore, affirmed the judgment. View "Clinton Growers, et al v. Pilgrims Pride Corp." on Justia Law

This case involved a dispute between a natural gas clearinghouse, Dynegy, and two separate entities that managed refinery plants, Ergon Refining and Ergon-WV. Dynegy and Ergon Refining appealed the district court's holding that Dynegy had no contractual duty to Ergon Refining to attempt to secure replacement gas after declaring force majeure in response to hurricane damage, but did have such a duty to Ergon-WV under a separate contract. Although the district court mistakenly concluded that the Ergon Refining contract was ambiguous, it nevertheless correctly used extrinsic evidence to determine the parties' understanding of the contract's "reasonable dispatch" clause. The district court erred, however, in concluding that the Ergon-WV contract unambiguously required Dynegy to attempt to secure replacement gas. Therefore, the court held that neither contract required Dynegy to attempt to secure replacement gas during the force majeure period and affirmed the district court's ruling on the Ergon Refining contract and reversed with respect to the Ergon-WV contract. View "Ergon-West Virginia, Inc. v. Dynegy Marketing & Trade" on Justia Law

Plaintiff appealed the district court's entry of an order declaring enforceable under general maritime law a liquidated damages provision (LD Provision) in a contract between defendant and plaintiff. The parties entered into a Vessel Sales Agreement (VSA), which included the LD Provision, that provided for a $250,000 payment for each violation of the non-competition clause. The court followed Farmers Exp. Co. v. M/V Georgis Prois in finding persuasive the district court's careful factual findings as to whether the LD Provision was a reasonable forecast of damages. The court held that looking at the contract at the time it was made, ex ante breach, the court could not bicker with the $250,000 per occurrence forecast. Plaintiff had not met its burden to prove that the LD Provision was a penalty. Therefore, the court concluded that the district court properly held that the LD Provision was enforceable and affirmed the judgment. View "International Marine, L.L.C., et al v. Delta Towing, L.L.C." on Justia Law

This case arose when First Investment entered into a series of shipbuilding contracts with FSIGC and Mawei (collectively, the "Fujian Entities"). First Investment alleged that the Fujian Entities breached the contracts by refusing to honor an option agreement. On appeal, First Investment appealed the district court's decision to deny confirmation of a foreign arbitral award against the Fujian Entities and the People's Republic of China. At issue was whether a court could dismiss a petition to confirm a foreign arbitration award for lack of personal jurisdiction under the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. The court concluded that the district court's dismissal of the petition on personal jurisdiction grounds was appropriate. The court also concluded that the district court properly dismissed the People's Republic of China for lack of subject matter jurisdiction. Accordingly, the court affirmed the judgment. View "First Invst Corp. of the Marshall Islands v. Fujian Mawei Shipbuilding, Ltd, et al" on Justia Law

Gallagher provided insurance-related services throughout the country. Its subsidiary, GBSI, handled Gallagher's employee-benefit insurance programs. In November 2003, GBSI purchased Babcock Consulting, a business owned by Clayton L. Babcock. In this diversity suit, Gallagher and GBSI (collectively, "plaintiffs") sought money damages for breach of restrictive employment agreements under Louisiana law. The court affirmed the district court's directed verdict on the breach of competition agreement, but set aside the damages. The court concluded that the district court abused its discretion in admitting certain evidence on the issue of damages. The court vacated the award of attorneys' fees, leaving the ultimate award to be decided on remand. View "Arthur J. Gallagher & Co., et al v. Babcock, et al" on Justia Law

Servicios, a Venezuela corporation, filed suit in district court against John Deere, a Louisiana corporation, for breach of contract providing for Servicios' exclusive distributorship of John Deere products in Venezuela. Servicios appealed the district court's judgment dismissing the complaint. The court concluded that there was no per se rule against standing for non-resident aliens in federal courts, as John Deere contended, and that the principles of prudential standing did not call for the dismissal of Servicios' suit. The court also concluded that the district court abused its discretion in dismissing Servicios' complaint to the extent that it did so as a penalty for its perceived failure to properly brief its opposition to John Deere's motion. Accordingly, the court vacated and remanded for further proceedings. View "Servicios Azucareros de Venezuela, C.A., et al v. John Deere Thibodeaux, Inc." on Justia Law

The Corps contracted with Atlantic for the construction of a child development center and Atlantic entered into a Subcontract Agreement with J-Crew for labor and materials. The Subcontract Agreement included a forum-selection clause, which provided that disputes shall be litigated in Virginia courts. Ignoring the forum-selection clause, J-Crew filed suit against Atlantic in Texas. Applying 28 U.S.C. 1404(a), the district court denied Atlantic's motion to transfer, finding that Atlantic had not met its burden of showing why the interest of justice or the convenience of the parties and their witnesses weighed in favor of transferring the case to Virginia. Atlantic subsequently petitioned the court for a writ of mandamus to dismiss or transfer the case. Because the court found that the district court did not clearly abuse its discretion by considering enforcement of the forum-selection clause under section 1404(a), instead of under Rule 12(b)(3) and section 1406; and by conducting its analysis under section 1404(a), the court denied the petition. View "In re: Atlantic Marine Const Co. Inc." on Justia Law

This case arose when Highland filed suit against Bank of America for breach of contract and promissory estoppel, alleging that the terms sought by Bank of America in a debt-trade agreement did not conform to the parties' oral agreement. Highland appealed the district court's dismissal under Rule 12(b)(6) of its claims for breach of contract and promissory estoppel. Because the court found that the district court was justified in dismissing Highland's promissory estoppel claim, but that it erred in dismissing Highland's breach of contract claim, the court affirmed in part, and reversed and remanded in part. View "Highland Capital Mgmt. LP v. Bank of America" on Justia Law