Justia Contracts Opinion Summaries

Schnucks, a grocery store chain, filed suit against First Data, a credit card processor, and Citicorp, the acquiring bank for its credit transactions. Schnucks brought declaratory judgment and breach of contract claims, alleging that defendants withheld more money from Schnucks following a data breach at Schnucks than their contract allowed. Defendants counterclaimed. The district court denied defendants' motion for judgment on the pleadings and granted Schnucks's motion for judgment on the pleadings. Determining that it has jurisdiction, the court applied Missouri law and concluded that the assessments are not carved out from Schnucks’s limitation of liability as “third party fees.” Furthermore, the court concluded that the district court did not err in holding that the assessments for issuing banks’ losses do not constitute “fines or penalties.” The underlying business arrangement, which represents defendants’ choice to vouch for Schnucks’s compliance with data-security standards, is not rendered commercially unreasonable merely because the limitation on Schnucks’s liability is broader than defendants now wish it to be. The court held that the district court did not misapply the standard for judgment on the pleadings in concluding that defendants had not raised the issue of the separate $3,000,000 limitation of liability. Finally, the district court did not abuse its discretion in denying defendants’ motion for reconsideration or leave to amend, which essentially restated their assertions of error regarding judgment on the pleadings, and defendants failed to show good cause. Accordingly, the court affirmed the judgment. View "Schnuck Markets, Inc. v. First Data Merchant Services Corp." on Justia Law

ACI was the company that manufactured and supplied roofing materials used in the construction of the high school building at issue here. The District filed suit against ACI, alleging that the building’s roof was not watertight and that ACI had failed to repair or replace the roof. The district court granted ACI's motion to dismiss. The court concluded that the district court properly dismissed the false representation claims where the District did not plead any false representation. The court rejected the District's claim that it's allegations related to ACI's assurances that it would repair or replace the roof, because such assurances relate to a future event. Under Arkansas law, generally, a misrepresentation must relate to a past event or a present circumstance. The court also concluded that the district court properly dismissed the fraud and constructive fraud claims for failure to plead actual reliance by the District on ACI's alleged misrepresentations. The district court did not err in granting summary judgment for ACI on the remaining breach of warranty, breach of contract, and negligence claims because Arkansas's statute of repose bars the District's claims. Finally, the court rejected the District's argument that the statute of repose was tolled while ACI tried to repair the roof where there is no evidence that ACI fraudulently concealed the roof’s deficiencies. Accordingly, the court affirmed the judgment. View "Star City School District v. ACI Building Systems, LLC" on Justia Law

At issue in this case is a lease for a Gap store in Grand Forks, North Dakota. Gap argues that the lease does not require it to pay for heating, ventilation, and air conditioning (HVAC) expenses and a share of mall operation costs. GK, the mall's management company and owner, disagreed. The district court issued a declaratory judgment in favor of Gap. The court concluded that GK waived the argument that Gap owes it for HVAC expenses under Article 10(B) of the lease. The court also concluded that, reading the ambiguous lease language in conjunction with the extrinsic evidence, a rational factfinder can reach only one conclusion in this case: The parties intended that Gap not be obligated to pay for Center Expenses for the duration of the lease. Because GK points to no evidence that its past HVAC charges were established under Article 11(C), this modification does not affect the district court’s determination that GK breached the lease or its damages award. Accordingly, the court affirmed, modified in part, and remanded the district court's judgment. View "The Gap, Inc. v. GK Development, Inc." on Justia Law

Plaintiffs filed suit on behalf of themselves and a putative class of DISH subscribers, seeking monetary relief for Turner and FOX News services interruptions. The court concluded that, under Colorado law, the subscription agreement between DISH and its customers, which is comprised of both a Digital Home Advantage Plan Agreement and a Residential Customer Agreement (RCA), is not illusory. In this case, the district court’s interpretation of Section 1.I. and Section 7.A. of the RCA improperly converted the covenant of good faith and fair dealing into an additional contract term. It allowed plaintiffs to recover monetary relief for services interruptions, a remedy that is unambiguously precluded by the express terms of the parties’ contractual bargain. Therefore, the duty of good faith and fair dealing may not be applied to require DISH to provide any monetary relief when it deletes or changes programming for which subscribers have already paid. Because plaintiffs' claims for class-wide monetary relief failed to state a claim upon which relief can be granted, the court reversed and remanded for further proceedings. View "Stokes v. DISH Network" on Justia Law

The district court found third-party plaintiff Qwest failed to prove its claims for intentional interference with a business relationship, unfair competition, and unjust enrichment against third-party defendant FC. The court agreed with the district court that FC did not act with an improper purpose when it contracted with Sancom, a local exchange carrier (LEC), because FC was simply attempting to take advantage of the uncertain regulatory scheme at the time; FC had a legitimate argument that it could be considered an “end user,” and thus Sancom could bill Qwest under its tariff for calls delivered to FC’s call bridges; and thus the district court did not err in finding for FC on Qwest's claim for intentional interference with a business relationship. The court predicted that the South Dakota Supreme Court would not recognize a tort of unfair competition under these circumstances, and found that the district court properly rejected this new tort. The court concluded, however, that the district court incorrectly found FC’s conduct was “neither illegal nor inequitable” because it was simply taking advantage of a loophole until the loophole closed, and the district court improperly considered Sancom’s settlement payments to Qwest when it found FC was not unjustly enriched. Therefore, the court reversed and remanded for reconsideration of whether FC was unjustly enriched. View "Qwest v. Free Conferencing Corp." on Justia Law

Plaintiff, individually and purportedly on behalf of others similarly situated, filed suit against GameStop for breach of contract, unjust enrichment, money had and received, and violation of Minnesota’s Consumer Fraud Act (CFA), Minn. Stat. 325F.68, et seq. Plaintiff alleged that GameStop's disclosure of personally identifiable information (PII) to a third party (Facebook) violated an express agreement not to do so. The district court granted GameStop's motion to dismiss based on plaintiff's lack of standing. The court concluded that plaintiff provided sufficient facts alleging that he is party to a binding contract with GameStop, and GameStop does not dispute this contractual relationship; GameStop has violated that policy; and plaintiff has suffered damages as a result of GameStop's breach. The court also concluded that plaintiff has standing to bring his breach-of-contract claim and to bring his other claims. The court concluded, however, that the privacy policy unambiguously does not include those pieces of information among the protected PII. Therefore, the protection plaintiff argues GameStop failed to provide was not among the protections for which he bargained by agreeing to the terms of service, and GameStop thus could not have breached its contract with plaintiff. Plaintiff's Minnesota CFA claims fail for similar reasons. Finally, plaintiff has not alleged a claim for unjust enrichment or the related claim of money had and received. View "Carlsen v. GameStop, Inc." on Justia Law

Plaintiff filed suit against Principia, alleging claims arising from events that occurred during plaintiff's time as a student at Principia. The district court granted Principia's motion to dismiss. The court held that plaintiff failed to state a claim for breach of contract because none of the policies and provisions that she identifies in her Third Amended Complaint create obligations that Principia owed to plaintiff; the district court did not err in dismissing plaintiff's intentional infliction of emotional distress (IIED) claim where the allegations set forth in plaintiff's complaint detail, at most, insults, indignities, threats, annoyances, petty oppressions, or other trivialities to which liability for IIED clearly does not extend; and the district court properly dismissed the negligent infliction of emotional distress claim (NIED) where, under Missouri law, plaintiff failed to allege that her emotional distress or mental injury is medically diagnosable. Accordingly, the court affirmed the judgment. View "Gillis v. The Principia Corp." on Justia Law

Plaintiff was insured under a group long-term disability policy the county obtained from Hartford. After Hartford denied plaintiff's claim for disability benefits, she filed suit in Minnesota state court for breach of contract. Hartford timely removed to federal court based on diversity jurisdiction. The district court then granted Hartford summary judgment. Under the plain meaning of the statute, the court concluded that plaintiff's suit was time-barred. The court also concluded that the legislative distinction between individual and group policies does not violate the principles of equal protection under the United States and Minnesota constitutions. Accordingly, the court affirmed the district court's conclusion that plaintiff's suit was untimely. View "Walker v. Hartford Life and Accident Ins." on Justia Law

After plaintiff attempted to unilaterally rescind his resignation and resume his teaching role, and the District refused to reinstate him, plaintiff filed suit for breach of his employment contract. The district court granted summary judgment for the District. The court rejected plaintiff's duress claim, concluding that no evidence supports the allegation that the District made an unlawful threat. Even if plaintiff could demonstrate that the District unlawfully threatened him, the threat was cured by applying the factors set forth in St. Louis Park Inv. Co. v. R.L. Johnson Inv. Co. In the absence of duress, plaintiff's resignation was valid when accepted. Plaintiff's attempted rescission of that resignation merely constitutes an offer and requires that the District provide its consent. In this case, the district did not provide consent, and plaintiff cannot unilaterally rescind his resignation. Finally, the court concluded that there is no evidence that the District made material misrepresentations to plaintiff. Accordingly, the court affirmed the judgment. View "Olmsted v. Saint Paul Pub. Sch." on Justia Law

Barkley filed suit against Gabriel Brothers, alleging breach of a master services agreement. In the alternative, Barkley alleged that Gabriel Brothers breached a subsequent agreement to pay "actual costs" and Gabriel Brothers was unjustly enriched. The court concluded that the district court did not err in granting summary judgment to Gabriel Brothers on Barkley’s breach-of-the-agreement claim because the alleged February 21, 2013, draft 2013 statement of work was not part of a written contract and the document did not contain the agreement’s incorporation clause. The court also concluded that Barkley’s damages claim was liquidated and that the district court should have awarded prejudgment interest; assuming that the district court’s statement constituted a sua sponte summary judgment on the actual-costs contract claim, the court concluded that Gabriel Brothers was given adequate notice and that the district court therefore did not err in granting partial summary judgment in Barkley's favor on that claim; the court rejected Gabriel Brothers's evidentiary challenges; the district court did not abuse its discretion by denying Gabriel Brothers's motion for judgment as a matter of law where a reasonable jury could find from the evidence that the parties had formed a contract for Gabriel Brothers to pay Barkley's actual costs; a jury could reasonably find that Barkley was entitled to $138,223.52; and, in regard to attorney's fees, the court agreed with the district court that neither party was the prevailing party. Accordingly, the court affirmed in part, reversed in part, and remanded for entry of an award of prejudgment interest. View "Barkley, Inc. v. Gabriel Brothers, Inc." on Justia Law