Justia Contracts Opinion Summaries

In a diversity action involving an insurance dispute, Union Electric appealed the district court's grant of EIM's motion to dismiss. Union Electric is a Missouri Utility and EIM is a mutual insurance company incorporated in Barbados and with a principal place of business in Florida. At issue was an insurance contract, which specified that New York law applied, which was drafted by the member insureds, in contrast to the insurer-drafted contracts commonly found in insurance disputes. While the district court correctly determined that M/S Bremen v. Zapata Off-Shore Co. provided the standard for evaluating a motion to dismiss based on a contractual forum selection clause, the court reversed and remanded for the district court to consider in the first instance whether Missouri's public policy against the enforcement of mandatory arbitration provisions invalidated the forum selection clause. View "Union Electric Co. v. Energy Ins. Mutual" on Justia Law

Missouri Bank sued OneBeacon for breach of contract and vexatious refusal to pay. The court held that the district court did not err by granting summary judgment for Missouri Bank on its breach-of-contract claim and rejected OneBeacon's claim that it did not breach Insuring Agreement (D) by denying Missouri Bank's claim because Insuring Agreement (D) did not cover losses resulting from fraudulent faxes. The court also held that the district court's finding that OneBeacon had reasonable cause to deny Missouri Bank's vexatious refusal to pay claim was not clearly erroneous. View "Missouri Bank and Trust Co. v. OneBeacon Ins. Co." on Justia Law

Plaintiffs, provider of automated licensing services to state fish and wildlife agencies, sued GreatLodge for fraudulent inducement, among other things, arising out of an acquisition agreement. GreatLodge subsequently appealed the district court's finding for plaintiffs, rescinding the acquisition. The court held that the district court did not err in its credibility determinations or in its findings; in finding that plaintiffs' reliance was justified; and in awarding restitution and avoidance of plaintiffs' scheduled yearly payments to GreatLodge. View "Outdoor Central, Inc., et al. v. GreatLodge.com, Inc." on Justia Law

B&B, a supplier of self-sealing fasteners, sued Fastenal for breach of an exclusive supply agreement, tortious interference with business expectancy, and violation of the Arkansas Deceptive Trade Practices Act (ADTPA) based on Fastenal's purchases of self-sealing fasteners from competing suppliers. The court held that the district court did not abuse its discretion in considering the draft complaint that accompanied B&B's demand letter for the purpose of establishing when the statute of limitations began to run; the four-year statute of limitations applied to B&B's breach of contract claim; the statute-of-limitations barred the breach-of-contract claim; because no reasonable jury could find that B&B was ignorant of the facts surrounding Fastenal's breaching conduct, B&B could not benefit from an equitable exception to the statute of limitations; B&B had no cognizable tortious interference or ADTPA claims; and the attorney's fee award must be affirmed. View "B & B Hardware v. Fastenal Co." on Justia Law

David Fesler, a former sales representative with Whelen Engineering Company, sued Whelen for breach of contract. Fesler alleging that he was an employee of Whelen, that policy documents issued by Whelen applicable to sales representatives created a unilateral contract of employment, and that Whelen breached that unilateral contract of employment by terminating him without just cause and by failing to provide him with notice of substandard performance and an opportunity to cure. The district court granted summary judgment for Whelen. The Eighth Circuit Court of Appeals affirmed, holding that because Fesler was an independent contractor and not an employee, the policy documents could not have created a unilateral contract. Thus, the district court properly dismissed Fesler's claim for breach of contract. View "Fesler v. Whelen Eng'g Co." on Justia Law

Life Investors Insurance Co. of America filed a breach of contract action against John Corrado and Federal City Region, Inc. (collectively, Carrado) for allegedly breaching a settlement agreement that existed between the parties. Life Investors also sought a declaratory judgment that it had not violated the agreement and that if the agreement was not valid, then Corrado was bound by the original agreement between the parties. The district court determined the agreement was enforceable and that Corrado had violated it. Accordingly, the court granted summary judgment in favor of Life Investors. The Eighth Circuit Court of Appeals reversed the judgment and remanded, holding (1) the district court erred by extending the doctrine of ratification based on inapplicable Iowa case law and Restatement sections to a case such as this where Corrado did not argue a circumstance invalidated Corrado's signature on the written contract but instead that Corrado never signed the contract; and (2) accordingly, the district court erred in granting summary judgment to Life Investors. View "Life Investors Ins. Co. v. Fed. City Region, Inc." on Justia Law

Razorback Concrete Company (Razorback) sued Dement Construction Company (Dement) for breach of contract and fraud based on disputes over performance of a concrete supply contract. The district court granted summary judgment to Dement on the fraud claim and partial summary judgment to Dement as to the measure of damages for the breach of contract claim, holding that Razorback was not entitled to recover damages under a lost profits theory. After obtaining a judgment on the contract claim, Razorback appealed the grants of summary judgment. The Eighth Circuit Court of Appeals affirmed, holding that the district court did not err in (1) granting summary judgment in favor of Dement on Razorback's fraud claim, as Razorback failed to identify any evidence creating a genuine issue of material fact regarding whether Dement knew its representation as false at the time it was made; and (2) granting partial summary judgment to Dement on Razorback's claim for lost provides, holding that Razorback failed to supply evidence creating a fact issue regarding whether it was a lost volume seller or whether damages provided or under Ark. Code Ann. 4-2-708(1) were otherwise inadequate. View "Razorback Concrete Co. v. Dement Constr. Co. " on Justia Law

Plaintiff Marnita Goddard was injured while riding on a trolley operated by the city of Deadwood, South Dakota. Invoking diversity jurisdiction, Goddard sued the city for negligence and the South Dakota Public Assurance Alliance (SDPAA) for uninsured motorist coverage. After Goddard settled with the city, the district court granted summary judgment in favor of SDPAA, concluding that Goddard was not covered under the uninsured motorist provision in the city's agreement with SDPAA. The Eighth Circuit Court of Appeals affirmed, holding that Goddard had not shown she was entitled to coverage under the uninsured motorist provision of the SDPAA agreement. View "Goddard v. S.D. Pub. Assurance Alliance" on Justia Law

Alpine Glass, Inc. appealed the district court's partial denial of Alpine's motion to consolidate 482 short-pay claims for arbitration against the Country Mutual Insurance Co. and five of its subsidiaries. The Eighth Circuit Court of Appeals dismissed Alpine's appeal for lack of appellate jurisdiction, holding (1) the Court lacked jurisdiction to hear the appeal under 28 U.S.C. 1291 because the district court's order was not a final order; and (2) the denial of a motion to consolidate arbitrations does not imperil a substantial public interest sufficient to warrant jurisdiction under the collateral order doctrine, and therefore, the order was not appealable under the collateral order doctrine. View "Alpine Glass, Inc. v. Country Mut. Ins. Co." on Justia Law

Contractor contracted to build a restaurant in Minnesota, promising to pay each subcontractor, upon receipt of payment from the owner, the amount to which the subcontractor was entitled. Appellant became the subcontractor for carpentry and drywall work. Upon completing its work, Appellant was not paid the full amount owed. After Contractor settled a dispute with the restaurant, it offered Appellant a smaller sum, claiming it was Appellant's pro rata share of the settlement proceeds. Appellant rejected the offer and sued Contractor and its Owner in state court. Owner and his wife subsequently filed a petition for Chapter 7 bankruptcy relief, with the debt to Appellant unsatisfied. Appellant commenced this adversary proceeding to have the debt declared nondischargeable. The bankruptcy appellate panel (BAP) determined that neither 11 U.S.C. 523(a)(4) nor 11 U.S.C. 523(a)(6) barred discharge of the debt. The Eighth Circuit Court of Appeals affirmed, holding (1) Owner was not a section 523(a)(4) fiduciary by reason of a Minnesota statute or Owner's Minnesota common law duties, nor did Contractor's use of its own property amount to embezzlement; and (2) the BAP did not err in finding no malicious injury, which resolved the section 523(a)(6) issue. View "Reshetar Sys., Inc. v. Thompson" on Justia Law