Justia Contracts Opinion Summaries

Appellant, a Delaware corporation with its principal place of business in St. Louis, Missouri, sued appellee, a Spanish corporation with its principal place of business in Barcelona, Spain, for breach of contract and misappropriation of trade secrets in the United States District Court for the Eastern District of Missouri. At issue was whether the district court properly granted appellee's motion to dismiss for lack of personal jurisdiction, declined to reach the forum-non-conveniens argument, and denied the motion for failure to state a claim. The court held that the proper application of the five-factor test set forth in Johnson v. Arden supported hearing the present case in Missouri. Therefore, the court reversed the district court's decision to dismiss the complaint for lack of personal jurisdiction and remanded for further proceedings. As a preliminary matter, the court held that it would address the forum-non-conveniens argument because no additional facts were needed to resolve the issue. The court held, however, that because the plaintiff's choice of forum was entitled to significant deference and because the public-interest factors favor deciding the case in Missouri, the court did not find that the present case presented the exceptional circumstances necessary to invoke the doctrine of forum-non-conveniens. Therefore, the court denied appellee's motion to dismiss based on this ground. The court further held that in denying appellee's motion to dismiss under Federal Rule of Civil Procedure 12(b)(6), the district court did so without analysis and without prejudice. Therefore, the issue should be left for the district court to consider on remand.

This case involved a dispute between Companion Property (Companion) and Casualty Insurance Company and Triple H Debris Removal, Inc. (Triple H) over the cancellation of a workers' compensation insurance policy based on an unpaid premium. The case was tried to a jury and the jury returned a verdict in favor of Companion. On appeal, Triple H claimed that the district court erred in denying its motion to take judicial notice of an agency relationship, that the district court erred in denying Triple H's motion for a directed verdict, that the district court erred in instructing the jury, and that the jury's verdict and the district court's order in favor of Companion were not supported by sufficient evidence. The court held that due to the nature of the summary judgment proceedings and the district court's cautionary belief that the agency issue remained a litigated issue for the jury's determination, the district court did not abuse its discretion in denying Triple H's motion to take judicial notice. The court also held that the district court properly instructed the jury concerning the issues of agency, breach of contract, and ambiguity of contract and that any error, if present, was harmless. The court further held that the evidence was sufficient for the jury to find that Companion properly canceled Policy Two and that Triple H failed to raise a bona fide dispute as to the premium owed. Accordingly, the judgment of the district court was affirmed.

Appellant sued Prudential Financial, Inc., for breach of contract, contending that Prudential, which issued a group long-term disability insurance policy to his employer, breached the policy by denying his claim for disability benefits. At issue was whether the district court properly granted Prudential's motion for summary judgment. The court affirmed summary judgment and held that Prudential's prompt subsequent request for raw data in lieu of an independent medical examination was reasonable as a matter of law.

Viasystems, Inc., a Missouri-based corporation, filed suit against EBM-Papst St. Georgen GmbH & Co., KG (St. Georgen), a German corporation, alleging several claims in contract and tort. At issue was whether the district court properly concluded that it had neither specific nor general personal jurisdiction over St. Georgen and granted its motion to dismiss. The court held that Viasystems failed to establish a prima facie case that specific and general jurisdiction could be asserted over St. Georgen. The court also held that the district court did not abuse its discretion in denying Viasystems' motion for jurisdictional discovery. Therefore, because St. Georgen did not have sufficient "minimum contacts" with Missouri, the maintenance of the suit would offend "traditional notions of fair play and substantial justice." Accordingly, the court affirmed the dismissal of the case.

The SEC brought a civil action against defendant alleging that, as an outside director of Engineered Support Systems, Inc. (ESSI), he violated numerous federal securities laws by participating in the grant of backdated, "in-the-money" stock options to ESSI officials including his father. At issue was the district court's grant of defendant's Fed. R. Civ. Pro. 50(a)(1) motion for judgment as a matter of law. The court agreed with the district court's conclusion that the SEC had failed to prove the requisite elements of scienter and negligence. The court also held that there was no clear abuse of discretion in excluding any reference to the Incentive Stock Option Agreement between defendant's father and ESSI. Accordingly, the court affirmed the judgment of the district court.

This case stemmed from a distributor agreement (Agreement) granting Southern Wine & Spirits of Nevada (Southern) "the exclusive right to sell and distribute" bottled water products supplied by Mountain Valley Spring Company (Mountain Valley) within a seventeen-county region around Las Vegas, Nevada. The parties appealed in part the district court's judgment. The court held that the district court did not err when it determined that the Agreement was for a perpetual term where the parties contemplated the duration of their relationship and agreed to a term that ended only by mutual consent or specific acts of default and when it denied Mountain Valley's renewed motion for judgment as a matter of law on Southern's implied covenant of good faith and fair dealing claim. The court held, however, that the district court erred when it set aside the jury's verdict on Mountain Valley's claim for breach of the implied covenant of good faith and fair dealing. Accordingly, the court affirmed in part and reversed in part.

This case involved a type of insurance fraud known as "Stranger Originated Life Insurance" (STOLI), "whereby," as plaintiff described, "high face amount insurance polices insuring senior citizens are obtained for the benefit of investors with no insurable interest in the life of the insured." At issue was whether the district court erred in applying the procured-by-fraud exception to the general rule that "rescission required the return of unearned premiums." The court held that, based on Minnesota Supreme Court precedents, the court affirmed the district court's decision recognizing plaintiff's right under the Minnesota law to retain the premiums paid on a fraudulently procured insurance policy. Accordingly, the judgment of the district court was affirmed.

Plaintiffs sued defendant over the sale of an automated hunting and fishing licensing system, alleging that defendant misrepresented the capabilities and costs of its software system, as well as information about key programming personnel. Both parties appealed the judgment of the district court, which awarded plaintiffs $965,000 and designated its post-trial order as a final judgment pursuant to Federal Rule of Civil Procedure 54(b). The court held that, due to the close factual and legal relationship between the fraud, warranty, and good faith and fair dealing claims, Rule 54(b) certification was inappropriate where plaintiffs' unadjudicated claims shared the same facts as the certified claims and where, under Missouri law, fraud and breach of warranty claims shared similar elements and the same conduct could support both theories. The court also held that the district court correctly dismissed defendant's cross-claim against Active Network, Inc. (Active Network) and its assessment of the equities was not clearly unreasonable. Accordingly, the court held that the district court properly certified its order dismissing the cross-claim against Active Network. As there was no final judgment on all claims or a proper 54(b) certification as to the claims between plaintiffs and defendant, the remainder of the appeals were dismissed without prejudice, and the case remanded for further proceedings.

This appeal stemmed from an action filed by nine professional football players and one prospective football player (Players) against the National Football League and its 32 separately-owned clubs (NFL or League). On March 11, 2011, a collective bargaining agreement between the League and a union representing professional football players expired and the League made known that if a new agreement was not reached before the expiration date, then it would implement a lockout of players, during which athletes would not be paid or permitted to use club facilities. The Players, aware of the League's strategy, opted to terminate the union's status as their collective bargaining agent as of 4:00 p.m. on March 11, just before the agreement expired. Later that day, the Players filed an action in the district court alleging that the lockout planned by the League would constitute a group boycott and price-fixing agreement that would violate Section 1 of the Sherman Antitrust Act, 15 U.S.C. 1, and alleging other violations of the antitrust laws and state common law. The League proceeded with its planned lockout on March 12, 2011 and the Players moved for a preliminary injunction in the district court, urging the court to enjoin the lockout as an unlawful group boycott that was causing irreparable harm to the Players. The district court granted a preliminary injunction and the League appealed. The court held that the injunction did not conform to provisions of the Norris-LaGuardia Act (Act), 29 U.S.C. 101 et seq., where Section 4(a) of the Act deprived a federal court of power to issue an injunction prohibiting a party to a labor dispute from implementing a lockout of its employees. Therefore, the court vacated the district court's order and declined to reach the other points raised by the League on appeal.

This lawsuit arose from the dispute between the parties about how much appellant was obligated to pay appellee for auto-glass goods and services rendered on behalf of appellant's insureds. Appellants appealed from the district court's orders dismissing its counterclaim that appellee violated Minnesota's anti-incentive statute, Minn. Stat. 325F.783, granting summary judgment in favor of appellee on appellant's counterclaim for breach of contract, and denying appellant's motion to vacate the arbitration award. The court held that, given the plain language of the statute and the ordinary meaning of the terms of rebate and credit, appellee's practice did not violate the anti-incentive statute. The court also held that even if the blast faxes at issue constituted offers to enter into unilateral contracts, appellee rejected the offers when its actions failed to conform to the terms of the offer. The court further held that the arbitration award did not require reversal or new proceedings because the award was based on the finding that appellant failed to pay the competitive price standard set forth in the applicable endorsement and Minnesota law.