Justia Contracts Opinion Summaries

Plaintiff filed suit against Scottsdale for coverage under a Business and Management Indemnity Policy. The Eighth Circuit affirmed the district court's grant of summary judgment to Scottsdale, holding that Food Market presented no evidence providing notice over seven months was "as soon as practicable." Where, as here, notice is a condition precedent to coverage, a showing of prejudice was not required. Finally, the district court properly found the policy unambiguous; Scottsdale expressly relied on the notice provision when denying coverage; and there was no waiver. View "Food Market Merchandising v. Scottsdale Indemnity" on Justia Law

Plaintiffs filed a class action against the Pegasus Pipeline's current owners and operators, Exxon, alleging that the company's operation of the pipeline was unreasonable and unsafe. The Eighth Circuit agreed with the district court's decision to decertify the class based on a lack of commonality of issues. In this case, the contract claims would require examination of how Exxon's operation of the pipeline affects plaintiffs, which varies depending on where individual class members' property was located, as well as many other factors. The Eighth Circuit also concluded that the evidence here was insufficient to raise a genuine issue of material fact as to whether there was unreasonable interference. The court explained that the question of unreasonable use of an easement was generally one of fact, dependent on the nature of the easement, the terms of the grant, and other relevant circumstances. Finally, the district court did not clearly abuse its discretion by denying plaintiffs' motion to alter or amend the judgment where the additional evidence at issue would not have produced a different result. Accordingly, the Eighth Circuit affirmed the judgment. View "Webb v. Exxon Mobil" on Justia Law

Hanzada, an Egyptian company that imports and exports beef, appealed the jury verdict and judgment against it on plaintiff's breach of contract claim. The district court relied on the Seventh Circuit's widely adopted Sadat v. Mertes rule that only the American nationality of the dual citizen should be recognized for purposes of 28 U.S.C. 1332(a). The court concluded that the district court properly found diversity jurisdiction because plaintiff was a U.S. citizen and his Egyptian citizenship did not defeat jurisdiction. The court also concluded that the district court properly exercised personal jurisdiction over Hanzada where there was sufficient minimum contacts with Missouri for the Missouri long-arm statute to authorize personal jurisdiction. Finally, the district court properly found the statute of frauds inapplicable in this case where, under Missouri law, an oral contract for an indefinite period of time does not violate the statute of frauds. Accordingly, the court affirmed the judgment. View "Aly v. Hanzada for Import & Export Co." on Justia Law

Omega filed suit against Mayo, alleging claims of fraud, negligent misrepresentation, breach of contract, and breach of the implied covenant of good faith and fair dealing. The parties had entered into an Exclusive Patent License Agreement in which Omega, a start-up company, agreed to, among other things, pursue Mayo's pending patent application. After the patent application was abandoned when the U.S. Patent and Trademark Office denied an elected group of claims as anticipated by prior art, Omega alleged damages because it relied on Mayo's pre-Agreement false representations. The court concluded that the Agreement and the patent application file squarely contradict Omega's general, conclusory allegation of reasonable reliance. Therefore, the district court properly dismissed these claims grounded in fraud for failure to state plausible claims of reasonable reliance. Accordingly, the court affirmed the judgment. View "OmegaGenesis Corp. v. Mayo Foundation" on Justia Law

The parties entered into a contract wherein John Lamoureux provided the necessary capital to MPSC, a start-up company, in exchange for a royalty fee every time the company used its patented service. After John died, his wife filed a breach of contract suit against MPSC for ceasing to make payments. The district court granted summary judgment to plaintiff, denying MPSC an at-will termination term. The court concluded that the express terms of the Investment Agreement compelled MPSC's continued performance. Because no principle of Minnesota state law or general contract law overrides the agreement's intent, the court affirmed the judgment. View "Lamoureux v. MPSC, Inc." on Justia Law

Plaintiff and his corporate entity, Marken, Inc., filed suit alleging that FedEx breached contractual duties, engaged in fraud, and violated North Dakota's Franchise Investment Law, N.D.C.C. 51-19-02(5)(a), and Racketeer Influenced and Corrupt Organizations (RICO) Act, N.D.C.C. 12.1-06.1-05. The district court dismissed the amended complaint. Determining that Pennsylvania law governs the construction of the Standard Operating Agreement (SOA) at issue, the court concluded that dismissal as to the first breach-of-contract claim was proper because the SOA had expired and the Independent Service Provider (ISP) Agreement governed the relationship between the parties. Furthermore, the plain text of the SOA foreclosed the claim. The court also concluded that plaintiff's second breach-of-contract claim was properly dismissed and rejected plaintiff's reading of the Background Statement of the SOA because plaintiff's reading ignores context and would lead to an absurd result. The court also concluded that plaintiff's fraud claims were properly dismissed because he failed to plead fraud with the specificity required by Rule 9(b); the district court properly dismissed the Franchise Investment Law claim because the amended complaint failed to plausibly allege that plaintiff was granted the right to offer or distribute services to customers; and plaintiff's state RICO claim was also properly dismissed because he failed to sufficiently plead facts for his fraud claims and Franchise Investment Law claim. Accordingly, the court affirmed the judgment. View "Neubauer v. FedEx" on Justia Law

After a surgical procedure was performed on Elliot Kaplan as a result of a misdiagnosis, the Kaplans filed suit against Mayo for medical malpractice, breach of contract, lack of informed consent, and loss of consortium. The district court dismissed all claims against Dr. Nagorney, the surgeon who performed the medical procedure; the district court granted Mayo's motion for judgment as a matter of law on the breach-of-contract claim; and the jury returned a verdict for defendants on the malpractice claim. On appeal, the court upheld the jury verdict but vacated the judgment in favor of Mayo on the breach-of-contract claim, and held that the district court erred by requiring expert testimony to establish a contract breach and remanded the claim to trial. The district court subsequently entered judgment for Mayo. The court concluded that substantial evidence supports the district court's finding that Dr. Nagorney did not promise to do a biopsy of Elliot’s pancreas during the surgery and that no meeting of the minds occurred to form a contract. The court rejected plaintiffs' claim that this court, in Kaplan I, forbid defendants' use of expert testimony to establish a defense to the claim of a special contract in the performance of the operation. Because the district court committed no error, the court upheld the district court's factual findings. Accordingly, the court affirmed the judgment. View "Kaplan v. Mayo Clinic" on Justia Law

Plaintiffs filed a class action against TMBC, challenging TMBC's nationwide practice of charging a document fee when selling boats and trailers under form contracts governed by Missouri law. The district court approved class certification and then granted summary judgment to the class, awarding treble damages and attorney fees. The district court determined that TMBC prepared legal documents attendant to its sales and that charging a fee for those documents constituted unauthorized law business in violation of Mo. Rev. Stat. 484.010 and 484.020. Both parties appealed. The court concluded that the district court did not abuse its discretion in finding that the class as ultimately defined met the requirements of Rule 23 and certifying the case as a class action; the district court did not err in granting the class members' motion for summary judgment or in calculating damages based upon the entire document fee; and the district court did not err in applying Missouri law to sales that occurred outside Missouri. Accordingly, the court affirmed as to these issues. The court then addressed plaintiffs' contention that the district court erred when it held that the attorneys’ fees should be paid from the common fund rather than paid by TMBC pursuant to the contractual fee-shifting provision, concluding that enforcement of the fee-shifting provision honors both the contract and the principles underlying the common fund doctrine. Therefore, the court reversed and remanded for further proceedings as to the award. The court noted that if the district court, on remand, should determine that counsel for the class is entitled to additional fees from the common fund, apart from those reasonable expenses covered by the fee-shifting provision, it is not prohibited from awarding additional fees. View "McKeage v. TMBC, LLC" on Justia Law

The city entered into an agreement with Acciona, a manufacturer and installer of wind generation systems, where Acciona would expand its business in West Branch if the city would consider rebating a portion of Acciona's taxes each year for eight years. After paying rebates for three years, the city refused to pay subsequent rebates and ultimately cancelled the agreement. The district court concluded that the city breached the contract and awarded Acciona damages. The court concluded that the district court did not abuse its discretion in determining that Acciona's actions were essentially harmless because they resulted in no surprise or prejudice to the City. In this case, Acciona sought compensatory damages for multiple fiscal years from the very beginning of this lawsuit. Acciona's pretrial clarification that the company would seek compensatory damages for fiscal years 2013 and 2014 was therefore entirely consistent with the theory of damages articulated by Acciona. Accordingly, the court affirmed the judgment. View "Acciona Windpower v. City of West Branch" on Justia Law

ACI filed suit seeking a declaratory judgment that it amended and terminated a Licensing Agreement, thus ending ACI’s obligation to make royalty payments to Churchill. Churchill counterclaimed for breach of contract. The district court granted summary judgment for ACI. Although the court agreed with ACI and the district court that Amendment 4 of the Licensing Agreement did not have the effect of retroactively making Churchill a full party to the License Agreement, the court did not agree that either Amendment 4 or the receivership sale prevents Churchill from exercising the legal rights of a third-party beneficiary or assignee. The court also did not agree with ACI that the doctrine of merger prevents additional royalties from becoming due to Churchill. Therefore, the court concluded that ACI did not validly amend the Licensing Agreement to eliminate the post-termination royalties provision, and royalties are still due to Churchill for any sublicenses granted by ACI prior to July 21, 2014. Accordingly, the court reversed the entry of summary judgment for ACI on the issue of amendment of the Licensing Agreement, affirmed the entry of summary judgment in favor of ACI on the issue of termination, and remanded to the district court for further proceedings. View "ACI Worldwide Corp. v. Churchill Lane Associates, LLC" on Justia Law