Justia Contracts Opinion Summaries

Asarco filed suit against UP alleging breach of contract and seeking contribution regarding a dispute about environmental liability for a lead refinery and smelter which polluted Omaha, Nebraska. The district court granted UP's motion to dismiss, ruling that UP did not breach the agreement and consent decree that protected UP from Asarco's claims. Despite receiving notice of UP's settlement, Asarco did not object before the district court issued the consent decree. Asarco waited until after entry of the consent decree and brought this collateral case. The court concluded that the district court correctly recognized that all of Asarco's claims were prohibited contribution claims even though some were disguised as breach of contract claims. In light of the consent decree, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA), 42 U.S.C. 9601-9675, protected UP against any contribution claim related to the site. Further, the district court correctly concluded that UP neither waived CERCLA's contribution protection nor breached the tolling agreement by invoking that protection. Accordingly, the court affirmed the judgment of the district court. View "ASARCO v. Union Pacific Railroad Co." on Justia Law

Cargotec appealed the district court's conclusion that Cargotec's contract with NMC did not contain arbitration and indemnification provisions. As a preliminary matter, the court concluded that whether the arbitration clause became part of the parties' agreement remains a question "presumptively committed to judicial determination." On the merits, the court concluded that the district court erred in failing to order a trial to resolve material factual disputes concerning whether the parties agreed to arbitration and indemnification. Accordingly, the court vacated and remanded for the district court to hold a non-jury trial, making findings of fact, and apply the appropriate U.C.C. provisions in light of those facts. View "Nebraska Machinery Co. v. Cargotec Solutions, LLC" on Justia Law

Plaintiff filed suit against Mid-Continent, alleging that Mid-Continent breached the insurance contract by denying coverage to plaintiff in an underlying lawsuit arising from a subcontractor's faulty workmanship during construction of a home. The court affirmed the district court's dismissal of the claim because faulty workmanship on the home was not an "occurrence" within the meaning of the policy under Essex Ins. Co. v. Holder. The district court did not err by denying plaintiff leave to amend because plaintiff seeks to extend coverage to subcontractor negligence through a claim of estoppel. Under Arkansas law, the doctrine of waiver of estoppel cannot be given the effect of enlarging or extending the coverage as defined in the contract. View "J-McDaniel Construction Co v. Mid-Continent Casualty Co., et al." on Justia Law

Grandoe filed suit against Gander Mountain after Gander Mountain reneged on its oral commitment to purchase $3.05 million worth of winter gloves from Grandoe. After the jury awarded judgment in favor of Grandoe, Gander Mountain moved for judgment as a matter of law or for a new trial, claiming that two written documents rendered the oral agreement void. Grandoe filed an unopposed motion for prejudgment interest. The court concluded that the district court did not commit reversible error in declining to rule on the legal effect of the Vendor Buying Agreement because any error on the district court's part was invited by Gander Mountain; the district court did not err in concluding that the Resource Allowance Contract did not render evidence of the oral agreement inadmissible; a reasonable jury could have found that the parties orally agreed to the sale of $3.05 million worth of gloves and that no written contract voided that oral agreement; and the district court did not clearly err in awarding Grandoe prejudgment interest. Accordingly, the court affirmed the district court's denial of Gander Mountain's motion for judgment as a matter of law or for a new trial, and affirmed its grant of prejudgment interest to Grandoe. View "The Grandoe Corp. v. Gander Mountain Co." on Justia Law

Plaintiff appealed the district court's dismissal of his case, arguing that his allegations of fact sufficiently stated a claim for, inter alia, breach of contract. Plaintiff's claim arose from a mortgage modification process he entered into with Chase under the Home Affordable Modification Program (HAMP). The court concluded that plaintiff stated a claim for breach of contract by alleging sufficient facts to show that the elements of a contract exist, that the conditions precedent were satisfied or waived, and that an exception to the statute of frauds applied. The court agreed with the district court that plaintiff failed to state a claim for fraudulent misrepresentation, negligent misrepresentation, and unjust enrichment. Accordingly, the court affirmed in part and reversed in part, remanding for further proceedings. View "Topchian v. JPMorgan Chase Bank, N.A." on Justia Law

Plaintiff, CEO of Roxio, Inc., filed suit against Best Buy and Napster for breach of contract. The contract dispute arose out of Best Buy's refusal to pay plaintiff a performance award under an Award Agreement. The district court considered only the pleadings and matters embraced therein. The court held that the district court's reliance upon the Award Agreement did not convert the motion to dismiss into one for summary judgment. Accordingly, the court need not address plaintiff's subsequent argument that the district court erred by failing to defer the motion for summary judgment under Rule 56(d) to allow him to conduct meaningful discovery. Further, plaintiff's breach-of-contract claim was foreclosed by the language of the Award Agreement. Accordingly, the court affirmed the district court's judgment. View "Gorog v. Best Buy Co., Inc., et al." on Justia Law

BVS filed suit against CDW over a dispute regarding BVS's contract with CDW for a computer storage area network (SAN). The court agreed with the district court's finding that BVS's original purchase order constituted an offer and that CDW accepted that offer when it sent a purchase order to Arrow. The court concluded, however, that the district court erred when it ruled, as a matter of law, that the Invoice - sent after offer and acceptance had already created a contract - integrated the contract with respect to terms not included in either BVS's offer or CDW's acceptance. Accordingly, the court reversed the district court's grant of summary judgment and remanded for further proceedings. View "BVS, Inc. v. CDW Direct, LLC" on Justia Law

Plaintiff filed suit against Midland, contending that the plain language of an annuity contract dictates that the term is zero or that, at minimum, Midland's proffered term is unreasonable. Completely absent from the annuity contract was any indication about the interest rate to be applied in the event that Midland was no longer offering new certificates of the annuity. The court concluded that the district court did not err in this case where Restatement (Second) of Contracts section 204 permitted the district court to supply a term for the missing value that is reasonable under the circumstances of this case. Accordingly, the court affirmed the district court's grant of summary judgment to Midland. View "Murr v. Midland National Life Ins. Co." on Justia Law

MHFS filed suit against the County, the Commission, and others for interfering with its business operations at the Baxter County Airport. The court concluded that the district court did not err in dismissing MHFS's claims for breach of contract where MHFS did not allege any breach of contract distinct from the breach of the duty to act in good faith; Arkansas law does not recognize a "continuing tort" theory; even if the court were to assume such acts were intentional, MHFS failed to state a claim for intentional interference with its business relationship; the district court correctly dismissed MHFS's civil rights claims for denial of procedural due process where MHFS was not deprived of any property or liberty interest; the district court did not abuse its discretion by declining to exercise supplemental jurisdiction over state law claims; and the district court did not abuse its discretion in denying the motion to amend following its dismissal of the action. Accordingly, the court affirmed the judgment of the district court. View "Mountain Home Flight Service v. Baxter County, et al." on Justia Law

Amana seeks reversal of the district court's grant of summary judgment to Excel where the district court concluded that Amana failed to establish that Excel breached a duty of care to Amana in a design-certification letter that it supplied to the firm that Amana hired to construct an anaerobic digester. The court concluded that Amana could not establish that it justifiably relied on any statements from Excel and its engineer concerning the digester outputs because no relevant representations exist on which to rely; Excel never reviewed the final design or substrate proposal and therefore made no representations as to the feasibility of that design; and the district court correctly concluded that Amana could not have justifiably relied on Excel's review of the initial GHD design as a basis for liability due to the failure of a materially different design and utilization. Accordingly, the court affirmed the judgment of the district court. View "Amana Society, Inc., et al. v. Excel Engineering, Inc." on Justia Law