Justia Contracts Opinion Summaries

Bruce Martin filed suit against CTB for negligent misrepresentation and breach of express warranty after the power sweeps it purchased from CTB did not work. The court concluded that it's decision in Dannix Painting, LLC v. Sherwin-Williams foreclosed Bruce Martin's argument that the district court erred in concluding that Missouri's economic loss doctrine precluded its negligent misrepresentation claim. Further, the court concluded that the district court did not err in granting summary judgment to CTB on Bruce Martin's breach of express warranty claim. Under Indiana law, the court agreed with the district court that Bruce Martin had alleged a defect in the design of the sweeps that was not covered by CTB's warranty against "defects in material and workmanship." Accordingly, the court affirmed the judgment of the district court. View "Bruce Martin Construction, Inc. v. CTB, Inc." on Justia Law

Dannix, a commercial painting contractor, filed suit against SWC alleging that SWC negligently misrepresented that a certain paint product SWC sold was appropriate for a particular painting project. The court concluded that the district court did not err in deciding that Missouri's economic loss doctrine precluded Dannix's negligent misrepresentation claim. The economic loss doctrine prohibited a commercial buyer of goods from seeking to recover in tort for economic losses that were contractual in nature. The court also concluded that the district court correctly dismissed Dannix's misrepresentation complaint where the complaint did not set forth any allegations of property damage to surfaces Dannix painted. Accordingly, the court affirmed the district court's dismissal of Dannix's complaint. View "Dannix Painting v. Sherwin-Williams Co." on Justia Law

This case concerned the 2011 NFL lockout. Active NFL players filed a class action suit (Brady suit) against the NFL, alleging violations of the federal antitrust laws and other claims. Retired NFL players also filed suit against the NFL and its teams, alleging antitrust violations (Eller I suit). After both actions were consolidated, the Brady suit was settled, the players re-designated the NFLPA as their collective bargaining agent, the NFL and NFLPA signed a new collective bargaining agreement (CBA) incorporating the settlement terms, the Brady plaintiffs dismissed their action, the lockout ended, and the 2011 NFL season commenced. Carl Eller and other retired NFL players (plaintiffs) then filed this class action (Eller II) against the NFLPA and others. The district court granted defendants' motion to dismiss and plaintiffs appealed, alleging claims for intentional interference with prospective economic advantage under Minnesota law. The court concluded that no reasonable jury could find that plaintiffs had a reasonable expectation of a prospective separate contractual relation with the NFL that would provide more than the increased benefits provided in the 2011 CBA. Even if plaintiffs alleged a reasonable expectation of prospective contractual relations or economic advantage with the NFL, plaintiffs failed to allege facts proving that defendants improperly or wrongfully interfered with these advantageous prospects. Accordingly, the court affirmed the judgment of the district court. View "Eller, et al. v. NFL Players Assoc., et al." on Justia Law

This case arose when DocMagic, provider of mortgage loan document preparation software, filed various claims against Lenders One, provider of mortgage products and services, stemming from the parties' service contract (Agreement), and Lenders One filed various counterclaims. Per the Agreement, Lenders One agreed to supply DocMagic with a list of all Lenders One's current members and refer, market, and promote DocMagic's products and services to the members. On appeal, the parties dispute the district court's award of attorneys' fees, expenses, and costs. As a preliminary matter, the court used de novo review in order to determine which litigant was the prevailing party and the court applied an abuse of discretion standard regarding the district court's award of fees and costs. On the merits, the court concluded that the district court did not err in designating Lenders One as the prevailing party where the district court considered the totality of the case and reasonably determined the prevailing party for purposes of the parties' contract. Accordingly, the court affirmed the district court's award of fees and costs. View "DocMagic, Inc. v. The Mortgage Partnership" on Justia Law

Plaintiff, an Iowa citizen with a home health care business, merged his business with other home health care providers to form Auxi, Inc., a Delaware corporation. After the merger, ACS acquired control of Auxi and then sold Auxi to HHC. Auxi did not inform plaintiff of the sale and plaintiff received no compensation for his shares of Auxi stock. Plaintiff filed suit against ACS claiming breach of fiduciary duty and breach of contract. The court concluded that plaintiff pleaded insufficient facts to support a claim that ACS breached its fiduciary duties as a majority shareholder; although plaintiff's complaint alleged damages, it contained no facts identifying the existence of a contract between ACS and plaintiff or its terms; and plaintiff pleaded no facts suggesting that the alleged contract between ACS and HHC manifested an intent to benefit him. Accordingly, the court affirmed the district court's dismissal of both claims. The court also concluded that the district court did not abuse its "considerable discretion," in concluding that it was not required to allow plaintiff to amend the post-judgment complaint where plaintiff never sought to amend until after dismissal, despite being on notice of the need to amend. View "Horras v. American Capital Strategies, Ltd." on Justia Law

Appellants, owners and/or managers of Big Drive Cattle, LLC, appealed the district court's dismissal of their counterclaims against Farm Credit. Big Drive executed various promissory notes and loan agreements with Farm Credit. Farm Credit subsequently filed suit against appellants to enforce appellants' guarantees. Appellants filed counterclaims against Farm Credit for negligence, negligent misrepresentations, and breach of the duty of good faith and fair dealing. The court concluded that appellants could not rely on the loan agreements, the notes, the guarantees, or any other contracts for the source of the legal duty of accurate reporting they alleged Farm Credit owed to them; appellants' allegations that Farm Credit ignored an "express directive" to remove a particular employee from Big Drive's line of credit was not relevant to their amended counterclaims; and appellants failed to state a claim for negligence where appellants have not plead any plausible duty requiring Farm Credit to provide appellants with accurate reports on the loan collateral, negligent misrepresentation where appellants did not plead the element of intent, and breach of the duty of good faith and fair dealing where appellants failed to plead sufficient specific facts to establish damages arising from Farm Credit's breach. Accordingly, the court affirmed the judgment of the district court. View "Page, et al. v. Farm Credit Services, etc., et al." on Justia Law

Residential filed suit against Terrace alleging breach of contract when Terrace refused to repurchase loans Residential purchased from Terrace. The court rejected, under Minnesota law, Terrace's argument that the contract provisions at issue were mere conditions precedent; Terrace identified no ambiguity in the language of the contract which would permit the court to look beyond its plain language; even if it were entitled to do so, Terrace presented no support for its claim that litigation conduct was a more revealing source of the contracting parties' intent than the language of the contract itself; the on-demand repurchase provision did not make the contract unenforceable for lack of consideration; the demand repurchase provision does not make the contract unconscionable; Residential did not act in bad faith; Terrace's waiver and prior breach arguments were rejected, as well as Terrace's arguments regarding other specified loans; and the district court did not abuse its discretion in awarding damages to Residential or in its calculation of Residential's attorneys' fees and costs. Accordingly, the court affirmed the judgment. View "Residential Funding Co. v. Terrace Mortgage Co." on Justia Law

Novus appealed the district court's refusal to enforce a non-compete clause against a franchisee as part of a preliminary injunction which prohibited the franchisee from using Novus's marks and products in his automotive glass repair business. The court concluded that it lacked appellate jurisdiction over Novus's claim that the district court erred in dismissing defendant's company for lack of personal jurisdiction, and dismissed that part of the appeal. The court also concluded that it did not have appellate jurisdiction over Novus's appeal of the district court's order granting defendant an additional sixty days to file and answer and, therefore, dismissed this part of the appeal. Further, the court concluded that the district court did not abuse its discretion when it determined that Novus failed to show irreparable harm under the particular facts involved in this case. Accordingly, the court affirmed the district court's preliminary injunction order. View "Novus Franchising, Inc. v. Dawson" on Justia Law

In an insurance coverage dispute with a policyholder, Cincinnati appealed the district court's adverse summary judgment rulings. The policyholder sought a claim of total loss for a vertical lathe that it purchased from a manufacturer in Taiwan and that was destroyed in Los Angeles. Cincinnati denied coverage, claiming that the coverage extension for newly acquired property did not apply. The court concluded that the extension of coverage to "any location you acquire" was ambiguous and, under Iowa law, the court construed that ambiguity in the policyholder's favor. The court also concluded that the district court did not err in awarding prejudgment interest under Iowa law. Accordingly, the court affirmed the judgment of the district court. View "Amera-Seiki Corp. v. The Cincinnati Ins. Co." on Justia Law

After the parties failed to negotiate a franchise renewal agreement, Home Instead filed a declaratory judgment action against Friend. Friend subsequently filed this interlocutory appeal after the district court denied its motion for a preliminary injunction allowing it to continue operating as a franchisee of Home Instead during the pendency of the litigation. The court concluded that the franchise agreements at issue were ambiguous. Consequently, the district court erred in concluding that the contract was unambiguous and that, as a matter of law, the contract allowed Home Instead to raise the minimum performance requirement in renewal contracts. The district court's denial of Friend's motion for a preliminary injunction was an abuse of discretion because the district court based its denial on this erroneous legal conclusion. Accordingly, the court vacated and remanded for further proceedings. View "Home Instead, Inc. v. Florance, et al." on Justia Law