Justia Contracts Opinion Summaries

Plaintiffs brought suit against defendants for breach of duty, improper taking in violation of international law, conversion, conspiracy to commit a tort, aiding and abetting an improper taking and fraudulent scheme, and unjust enrichment. Plaintiffs appealed the district court's dismissal of their claims for lack of subject matter jurisdiction under Rule 12(b)(1). The court held that, because the Foreign Sovereign Immunities Act of 1976 (FSIA), 28 U.S.C. 1330, 1602 et seq., applied to all defendants and no exception to sovereign immunity existed in this case, the judgment was affirmed.

The Weitz Company sued MacKenzie House and MH Metropolitan for breach of construction contract. Arrowhead and Concorde were third-party defendants. MH Metropolitan counterclaimed for breach of the same contract, seeking liquidated damages and the cost to complete the project. Arrowhead also counterclaimed. The jury returned a verdict for MH Metropolitan, Arrowhead, and Concorde on Weitz's claim. The district court denied post-judgment motions and Weitz appealed. The court held that there was a legally sufficient evidentiary basis for the jury's verdict; the district court properly exercised its discretion in excluding the evidence of other projects; the district court correctly decided that the issue of liquidated damages and completion costs were issues of fact that were properly submitted to the jury; there was a legally sufficient evidentiary basis for the district court to deny judgment as a matter of law for Weitz's breach-of-contract claims against Arrowhead; the district court did no err in refusing to enter a default judgment against Concorde when it failed to appear at trial, or in the alternative, refusing to grant Weitz judgment as a matter of law on its claims against Concorde; and because the district court properly found against Weitz on all issues, there was no reason to consider the issue of vicarious liability.

Plaintiff brought a class action against the Bank, alleging that the Bank breached its contract by charging interest in excess of the rate specified in the promissory note. The court affirmed the district court's grant of the Bank's motion to dismiss where the district court correctly concluded that the relevant provisions were clear, did not conflict with one another, and adequately disclosed the interest to be charged.

Defendant was convicted of aiding and abetting and the falsification of a document. See No. 10-117 issued this date in defendant's criminal prosecution. With defendant's direct appeal pending, the government learned that he would be paid to settle unrelated civil litigation. The government moved the district court for, inter alia, a temporary restraining order (TRO) enjoining defendant and his attorney or agents from spending, dispersing, investing or otherwise placing the settlement amount beyond the reach of the United States while the issue was resolved. The court held that a sentencing court had jurisdiction to enforce its restitution order and could use the All Writs Act, 28 U.S.C. 1651(a), when necessary and appropriate, to prevent the restitution debtor from frustrating collection of the restitution debt. The court also held that the district court did not abuse its discretion in enjoining defendant and his agents from transferring liquid assets and in declining to dissolve the injunction until the amount to be applied to his restitution debt had been paid. As the court had vacated the restitution order in the criminal case, the payment order in this case was also vacated for further proceedings.

Plaintiffs commenced a diversity action against defendant, asserting claims for breach of the insurance contract and for vexatious refusal to pay. Applying Missouri law, the district court granted defendant summary judgment, concluding that the insurance policy at issue unambiguously excluded losses caused by plaintiffs' CEO, a shareholder, and by plaintiffs' COO, a non-shareholder, acting in collusion with the CEO. The court affirmed and held that the Officer-Shareholder exclusion was consistent with Missouri public policy, and in the alternative, the Officer-Shareholder exclusion was unambiguous and excluded plaintiffs' claim.

Plaintiff purchased a security alarm for her home from HSM Electronic Protection Services, Inc. (HSM), which was later purchased by Stanley Convergent Security Solutions (Stanley). Plaintiff sued Stanley, claiming that Stanley did not respond properly to a low-temperature alarm from Gage's home and therefore was liable for over $250,000 in damages for willful and wanton negligence, intentional misconduct, fraud, and misrepresentation. Plaintiff subsequently appealed the district court's denial of her motion and grant of summary judgment in favor of Stanley, contending that the district court applied an incorrect theory of law. The court held that the district court misapplied Minnesota law where the Minnesota Supreme Court's case law recognizing and developing willful and wanton negligence was still valid, provided a precise definition of the claim, and was therefore binding upon the court. Consequently, the court disagreed with the district court's reliance on New York case law applying gross negligence as "instructive" despite there being a "principled distinction between wanton negligence and gross negligence." The court also held that there was a genuine issue of material fact as to whether the operator, who knew of the peril present in plaintiff's home, exercised reasonable and ordinary care in response. Accordingly, summary judgment was not appropriate and the case was remanded for further proceedings.

Polysilicon producer MEMC entered in exclusive sales representation agreements with Semi-Materials. Under these agreements, Semi-Materials was to serve as the sales representative for MEMC in China and Korea. Semi-Materials brought suit against MEMC, claiming it was entitled to certain commissions. The court held that, considering the four corners of the agreements at issue, the court could not agree with the district court's conclusion that the agreements clearly and unambiguously limited Semi-Materials to receiving commissions only on those sales which included terms whereby the risk of loss remained with MEMC until the product entered China or South Korea. Because the meaning and intent of that language was uncertain and subject to more than one reasonable interpretation, it was necessary to reverse the grant of partial summary judgment and remand this matter to the district court for trial. The court also held that the evidence presented to the jury at trial supported its finding that MEMC clothed a sales manager with the authority to enter into the agreements with Semi-Materials. Accordingly, MEMC could not show there were no probative facts presented at trial supporting the jury's determination that Semi-Materials reasonably relied upon the sales manager's apparent authority to enter into the agreements. Moreover, the court rejected MEMC's argument that Semi-Materials failed to perform a material obligation to the contracts to provide regular reports to MEMC. Therefore, the court reversed the district court's grant of partial summary judgment for MEMC and affirmed its denial of MEMC's judgment as a matter of law.

Appellants appealed the district court's adverse grant of summary judgment in favor of appellee on their claim for breach of a 1988 contract between the parties. The district court held that the 1988 contract had been superseded by a subsequent agreement between the parties and appellants' claim for breach of the 1988 contract failed as a matter of law. The court held that because there was a genuine issue of fact as to whether appellants and appellee mutually assented to enter a new contract, the court reversed and remanded.

This case stemmed from an Excess Disability Income Reinsurance Agreement (Treaty). At issue was whether a reinsurance agreement between plaintiff and defendant contained a follow-the-settlements provision. The court held that there was no ambiguity in the Treaty and that it contained a follow-the-settlements provision. The court also held that the statute of limitations barred plaintiff's challenges to several claims submitted by defendant and defendant's conduct did not give rise to tolling under Connecticut law. The court further held that the district court properly granted summary judgment on defendant's counterclaims for breach of contract and for breach of the implied covenant of good faith and fair dealing.

Plaintiff sued her employer under the Minnesota Human Rights Act (MHRA), Minn. Stat. 363A.01-43, and the Family Medical Leave Act (FMLA), 29 U.S.C. 2601-54, and asserted other state common law claims including breach of employment contract. Plaintiff subsequently appealed the dismissal of her breach of contract claim with prejudice, the denials of her motions for leave to amend her complaint, the denial of her motion for consideration, and the adverse grant of her MHRA and FMLA claims by the district court. The court did not reach the merits of plaintiff's arguments because any error with respect to the dismissal of the breach of employment contract claim was harmless where plaintiff resigned from her employment with the county and failed to generate a genuine issue of fact as to constructive discharge in the context of her MHRA reprisal claim. The court also held that because plaintiff failed to generate an issue of fact as to whether she suffered a materially adverse employment action, summary judgment was appropriate as to her MHRA retaliation claim. The court further held that summary judgment was properly granted on plaintiff's FMLA interference claim where plaintiff did not contest the district court's finding that she received the full twelve weeks of FMLA leave to which she was entitled each year she requested it. The court finally held that summary judgment was properly granted on plaintiff's FMLA retaliation claim where she failed to generate an issue of fact as to whether she suffered an adverse employment action.