Justia Contracts Opinion Summaries

DFA, a Kansas cooperative, sued Bassett, an international commodities broker and a Canadian corporation, for failure to pay. The district court dismissed the suit for lack of personal jurisdiction. Bassett did not transact business within Missouri; sent no product there or ordered none from Missouri; did not advertise there; no Bassett employee ever entered Missouri; and Bassett's communications with DFA's Missouri headquarters did not alone amount to the transaction of business. Therefore, Bassett did not transact business in Missouri and was not within the reach of Missouri's long-arm statute. Even if Bassett had transacted business in Missouri, the district court could not constitutionally exercise jurisdiction over Bassett. Accordingly, the court affirmed the judgment. View "Dairy Farmers of America v. Bassett & Walker International" on Justia Law

Super Wings sued defendant for failing to pay on a promissory note and defendant asserted that he did not have to pay because Super Wings had breached an agreement it had with defendant's company, JLI. JLI intervened. The district court ruled that Super Wings had fulfilled its contractual obligations to JLI, that defendant was liable for failing to pay on his note, and that JLI's claim against Super Wings should be dismissed. The court affirmed, concluding that there was substantial evidence supporting the district court's finding that Super Wings had released JLI's property as required by the December 2008 agreement. Since the district court did not err in entering judgment for Super Wings against defendant and in dismissing JLI's claim, the court affirmed the judgment. View "Super Wings Int'l v. J Lloyd Int'l, Inc." on Justia Law

Plaintiff appealed from the district court's dismissal of his declaratory judgment, contract, unjust-enrichment, tort, and shareholder claims. Applying a choice-of-law analysis, the district court dismissed the contract and unjust-enrichment claims as barred by a Delaware statue of limitations and dismissed the tort and declaratory judgment claims as derivative of the contract claims. The district court dismissed the shareholder claims as insufficiently pleaded. The court held that plaintiff's pleadings were minimally sufficient to present plausible shareholder claims. Therefore, the court reversed as to the shareholder claims but affirmed in all other respects. View "Whitney v. The Guys, Inc., et al" on Justia Law

Retro Television Network appealed the district court's dismissal of its claims against appellees, Luken and Retro Television, under Rule 12(b)(6). In 2005, Equity entered into an intellectual property agreement (IPA) with Retro Television Network. Retro Television Network subsequently sued appellees seeking royalty payments and an accounting under the IPA. Because Retro Television Network failed to allege any facts that would make Luken liable for Equity's obligations under the IPA, the district court properly dismissed its claims against Luken. The court also held that the district court did not abuse its discretion in awarding attorneys' fees. View "Retro Television Network, Inc. v. Luken Communications LLC, et al" on Justia Law

This dispute arose out of an employment contract between defendant and plaintiffs, his employer. After receiving a favorable judgment in a prior proceeding, defendant moved to dismiss plaintiffs' complaint in the present action on the basis of res judicata. Defendant also filed a motion requesting sanctions and attorney's fees. The district court granted the motion to dismiss but declined to impose sanctions or award attorney's fees. Both parties appealed. The court concluded that the district court properly decided the merits of defendant's res judicata defense on a motion to dismiss. On the merits, Count VI was barred by res judicata where the cause of action existed at the time of the first judgment and it occurred from the same transaction or occurrence. Finally, the court affirmed the district court's decision to deny sanctions and attorney's fees. View "C.H. Robinson Worldwide, Inc., et al v. Lobrano, Jr." on Justia Law

United HealthCare hired Chimes, a centralized vendor management company, to assist it with the procurement and management of contingent workers. Chimes entered into supplier contracts with New Millennium and Pacific Management, among others, to provide the contingent labor to United HealthCare. New Millennium and Pacific Management brought this putative class action against United HealthCare, alleging that it was liable to them and other suppliers for the unpaid bills as the principal of Chimes. Because Chimes was not an agent of United HealthCare under prevailing Minnesota law, the court affirmed the district court's denial of class certification and grant of summary judgment to United HealthCare. View "New Millennium Consulting, et al v. United Healthcare Services" on Justia Law

Plaintiffs brought a declaratory action seeking a ruling that their insurance policies issued to defendants did not cover class claims brought in state court by Percic Enterprises. The state court complaint alleged that defendants violated the Telephone Consumer Protection Act (TCPA), 47 U.S.C. 227(b)(1)(C), by sending unsolicited fax advertisements. After a settlement was reached in the state action, the federal district court concluded that damages sustained by sending unsolicited fax advertisements in violation of the TCPA were covered under the advertising provision of the policies. The court affirmed, applying standard Minnesota principles of insurance contract interpretation where unambiguous words were given their plain, ordinary, and popular meaning, and ambiguous language was construed in favor of the insured. View "Owners Ins. Co., et al v. European Auto Works, Inc., et al" on Justia Law

H&R Block appealed the district court's grant of summary judgment in favor of defendants. At issue was whether H&R Block had the right to terminate two franchise agreements between the parties where the agreements expressly stated that defendants could terminate at any time but only affirmatively allowed H&R Block to terminate for cause. Because the court found under de novo review that the language of the contracts did not unequivocally express the parties' intent for the contracts to last forever, the court reversed the judgment. View "H & R Block Tax Services LLC v. Franklin, et al." on Justia Law

Interstate Bakeries granted licenses to some of its trademarks to Lewis Brothers in certain Illinois territories. Interstate Bakeries subsequently filed for Chapter 11 bankruptcy, and later contended that its licensing agreement with Lewis Brothers was an executory contract, subject to assumption or rejection under 11 U.S.C. 365. The bankruptcy court agreed and concluded that the agreement was an executory contract. The court affirmed the district court's conclusion that the agreement constituted an executory contract because a material obligation remained. View "Lewis Brothers Bakeries v. Interstate Brands Corp." on Justia Law

Plaintiff brought suit against Seagate, alleging a violation of Minnesota Statutes section 181.64, false statements as inducement to entering employment, and a common law claim of promissory estoppel. On appeal, Seagate argued, among other things, that the district court submitted an erroneous jury instruction. Plaintiff cross-appealed, arguing that if a new trial was ordered on the statutory claim, his promissory estoppel claim should likewise be retried. The court concluded that the district court erred in instructing the jury, and thus the court reversed. The court vacated the order dismissing the promissory estoppel claim and remanded for a new trial on both claims. The court also vacated the order granting attorneys' fees. View "Vaidyanathan v. Seagate US LLC, et al." on Justia Law