Justia Contracts Opinion Summaries

Plaintiffs filed suit against the Bank seeking to void a mortgage foreclosure sale of their home. Plaintiffs alleged that the Bank represented orally that it would postpone the foreclosure sale, but then proceeded to foreclose anyway. The court concluded that plaintiffs' claim of negligent misrepresentation was barred by the Minnesota Credit Agreement Status, Minn. Stat. 513.33, where any party asserting the existence of a credit agreement must comply with the writing and signature requirements of section 513.33. The court concluded that the complaint alleged a claim of promissory estoppel, rather than equitable estoppel, and was barred by the Minnesota Credit Agreement Statute. Accordingly, the court affirmed the district court's grant of the Bank's motion to dismiss. View "Bracewell, et al. v. U.S. Bank Nat'l Assoc." on Justia Law

The Union sought to set aside an arbitration award that ruled in favor of the MADA and several member car dealerships. At issue was the transition between the 2006 collective bargaining agreement (CBA) and the 2010 CBA and its impact on above-scale time allowances for hybrid car warranty and recall work. The district court granted defendants' motion to dismiss under Rule 12(b)(6). The court agreed with the district court and found that the arbitrator was "warranted" in determining the CBA's plain language to be "silent or ambiguous with respect to the disputed issue - how the above-scale time allowances could be legitimately terminated." With MADA's attorney's unrebutted testimony and the letters documenting other dealerships' similar conduct to help the parties' past practice with respect to the ambiguous CBA language at issue, the court concluded that the arbitration award drew its essence from the CBA. Therefore, the court found no basis to vacate the arbitration award. The court affirmed the district court's order granting MADA's motion to dismiss with prejudice. View "Garage Maintenance, etc. v. Greater Metropolitan, etc., et al." on Justia Law

Sara Lee and the Unions entered into a collective bargaining agreement (CBA), and an outsourcing agreement which permitted Sara Lee to outsource covered functions to a contract company. After Sara Lee did outsource one of the covered functions and the contract company hired Sara Lee's displaced employees, Sara Lee refused to require the contract company to adhere to the CBA for its remaining terms. The Unions argued that Sara Lee breached the outsourcing agreement. The court concluded that Sara Lee was entitled to judgment as a matter of law where the Unions failed to establish a genuine dispute of material fact as to whether Sara Lee subsequently changed subcontractors. The court found it unnecessary to address the extension agreement's impact on the old CBA's term or to reconcile this tangle of agreements, because the proposition that Sara Lee never subsequently changed subcontractors provided a clear basis upon which to affirm. Accordingly, the court affirmed the judgment of the district court. View "Allied Sales Drivers, et al. v. Sara Lee Bakery Group, et al." on Justia Law

Block appealed a district court order denying its motion for a preliminary injunction requiring defendant to comply with post-termination covenants in a Puerto Rican franchise agreement. The district court denied the preliminary injunction, concluding that Block had not demonstrated that it would suffer irreparable harm if the court did not issue an injunction. The court vacated and remanded, concluding that the district court failed to make specific findings and explain its ruling. Even if the record permitted the court to infer why the district court concluded that Block's initial showing of irreparable injury was inadequate, without adequate Rule 52(a) findings and reasons, the court could not evaluate whether summary denial of Block's motion without an evidentiary hearing was an abuse of discretion, when other procedural alternatives were clearly available. The court declined to direct the district court to enter the requested injunction on remand. View "H&R Block Tax Services, LLC v. Acevedo-Lopez" on Justia Law

Loftness filed suit against defendants seeking a declaratory judgment that it had fulfilled its duties under the Non-Disclosure Agreement (NDA) and the May 2008 Agreement. Defendants asserted counterclaims against Loftness for, as relevant here, unjust enrichment and breach of two contracts. The court concluded that, instead of applying the test for the tort of misappropriation of trade secrets and confidential information, the district court should have interpreted and applied the terms of the NDA; the parties did not comprehensively brief or argue whether Loftness's actions in connection with the Brandt deal constituted a breach of the non-compete provision of the NDA; and the court remanded this counterclaim for further proceedings because it would be beneficial for the district court to consider the issue in the first instance. The court also concluded that the May 2008 Agreement was unenforceable under the statute of frauds; the court declined to read the NDA as a writing that extended the terms of the May 2008 Agreement; even if the court accepted defendant's position that the parties orally extended the May 2008 Agreement for seventeen years, such an extension was unenforceable under the statute of frauds because it could not be performed within one year; and there was no implied-in-fact contract. Accordingly, the court affirmed the grant of summary judgment on this counterclaim. Because the rights and the obligations of the parties were governed by the NDA and the May 2008 Agreement, the court affirmed the dismissal of the unjust enrichment counterclaim. View "Loftness Specialized Farm v. Twiestmeyer, et al." on Justia Law

This case concerned a dispute involving certain equipment Dakota purchased from the Kloster division of Tromley. On appeal, Tromley appealed the district court's denial of its motion to compel arbitration. Because the arbitration provision was not readily available and because Dakota did not have a reasonable opportunity to reject it, Tromley could not establish the necessary consent to bind Dakota to that provision. Further, the emails exchanged between Dakota and Tromley in June and July 2010 did not constitute an addendum to their agreement which successfully incorporated the arbitration agreement where the court could not say that the parties mutually assented to modify their agreement to include the provision. Accordingly, the court affirmed the judgment of the district court. View "Dakota Foundry, Inc. v. Tromley Industrial Holding" on Justia Law

Plaintiffs filed suit against defendant to recover on a promissory note. On appeal, plaintiffs challenged the district court's grant of summary judgment in favor of defendant. The court concluded that, construing the evidence most favorably to plaintiffs, a genuine issue of material fact existed as to whether the primary purpose of the loan was consumer or non-consumer in nature. The district court correctly declined to create a de minimus exception to the no notice rule. The court reversed and remanded. View "Crozier, et al. v. Wint" on Justia Law

Plaintiff filed suit against Farmers and American, insurance companies, for breach of contract and various state law violations, seeking recovery for additional loss. The court concluded that plaintiffs' claims for specific performance, unjust enrichment, and bad faith were expressly preempted by federal law; the court affirmed the district court's grant of Farmers' motion to dismiss plaintiffs' extracontractual claims because they were preempted under federal law; and the court affirmed the district court's grant of summary judgment to Farmers on the ground that plaintiffs failed to file a supplemental proof of loss, a strictly construed requirement, and thus did not satisfy the prerequisites for suing on their additional claims, rejecting plaintiffs' estoppel, duress, repudiation, and due process arguments. Further, the court affirmed the district court's grant of summary judgment for American, concluding that the American policy was supplemental and plaintiffs could not recover from American for flood damage because they had not exhausted their primary policy with Farmers. View "Gunter, et al. v. Farmers Ins. Co., et al." on Justia Law

Plaintiffs filed suit against Darwin alleging that the insurance company breached its duty to defend and its implied duties of good faith and fair dealing under the policy at issue. On appeal, plaintiffs challenged the district court's grant of summary judgment in favor of Darwin. The court concluded that Darwin owed no duty to defend plaintiffs because all of the claims at issue fell within the Customer Funds Exclusion; the district court's interpretation of the Customer Funds Exclusion did not violate the illusory coverage doctrine; and the reasonable expectations doctrine did not apply in this case. The court also concluded that the innocent insured doctrine did not obligate Darwin to defend plaintiffs and the district court did not err in granting summary judgment on plaintiffs' claim for breach of the implied contractual duties of good faith and fair dealing. Accordingly, the court affirmed the district court's judgment. View "Bethel, II, et al. v. Darwin Select Ins. Co." on Justia Law

The Market sought a declaration that its employment separation agreement with defendant was invalid because defendant had altered the agreement and fraudulently induced the president of the Market to sign it. Defendant counterclaimed to enforce the agreement. The court affirmed the district court's grant of summary judgment to the Market where defendant failed to fulfill a condition precedent - returning company property - and such failure meant that the Market had not duty to perform under the agreement. Alternatively, the district court did not abuse its discretion in striking defendant's pleadings based on defendant's deliberate and willful discovery abuses. The district court acted within its discretion to impose sanctions under Rule 37. View "St. Louis Produce Market v. Hughes" on Justia Law