Justia Contracts Opinion Summaries

Isaac Industries, a Florida corporation, contracted with Bariven, a Venezuelan oil company, for the sale of chemicals. After Isaac shipped the products, Bariven failed to pay. Later, Petroquímica de Venezuela (Pequiven) assumed Bariven’s debt and negotiated an extended payment period but only made the first payment. Isaac sued both companies for breach of contract.The United States District Court for the Southern District of Florida initially dealt with objections about service of process and sovereign immunity. A magistrate judge concluded that effective service occurred but recommended denying Isaac’s motion for default and ordering it to amend its complaint. The oil companies did not object and answered the amended complaint. When Isaac moved for summary judgment, the oil companies argued that no valid contracts existed and that sovereign immunity shielded Pequiven. The district court granted summary judgment for Isaac, ruling that Pequiven waived sovereign immunity by not raising it in its answer and that the commercial-activity exception applied. The court also found that the undisputed facts established that Pequiven and Bariven breached their contracts with Isaac.The United States Court of Appeals for the Eleventh Circuit reviewed the case. It held that the oil companies waived their challenge to personal jurisdiction by not objecting to the magistrate judge’s report and by omitting any reference to service of process in their answers. The court also held that Pequiven waived sovereign immunity by failing to raise it in its answer or motion to dismiss the amended complaint. The court affirmed the district court’s summary judgment, finding no genuine issue of fact that Pequiven and Bariven breached their contracts. The court also ruled that the district court did not abuse its discretion in denying the oil companies’ Rule 56(d) motion to defer ruling on the summary judgment. The judgments in favor of Isaac were affirmed. View "Isaac Industries, Inc. v. Bariven S.A." on Justia Law

Plaintiff filed suit against U.S. Specialty for breach of contract, based on its denial of coverage of fraudulent transfer claims in an underlying suit. The district court entered summary judgment for U.S. Specialty and entered judgment against plaintiff. The Eleventh Circuit affirmed, holding that, in light of Florida law, plaintiff's fraudulent conveyance claims "arose from" wrongful acts that predate November 10, 2008, and thus fell within the scope of the Prior Acts Exclusion of the U.S. Specialty policy. Furthermore, the policy's terms were unambiguous and its coverage was not illusory. Therefore, U.S. Specialty did not breach the insurance contract. View "Zucker v. U.S. Specialty Insurance" on Justia Law

Plaintiff, an African-American, filed suit against defendants after her application to lease a space for her hair salon was denied. Plaintiff alleged that the denial infringed her right to freedom from racial discrimination in the making of a contract. The district court granted summary judgment for defendants. The court affirmed the district court's alternative conclusion that plaintiff failed to rebut the legitimate, nondiscriminatory reasons defendants proffered for denying her lease application. Defendants' reasons included: odors emanating from the salon would disturb the residential tenants on the upper floors; plaintiff's business would not survive given the number of other salons in the area; a salon would not generate cross-shopping with other commercial tenants; plaintiff's credit score was too low; and defendants would not break even given the high cost of building out the unit. View "Flournoy v. CML-GA WB, LLC" on Justia Law

Plaintiff purchased a luxury yacht from Seller, the yacht was manufactured by Horizon and its wholly-owned subsidiary Premier in Taiwan, Horizon and Premier are Taiwanese companies, and Seller is an independent U.S. corporation based in Florida. Plaintiff filed suit, alleging ten claims related to the purchase of the yacht. The district court entered summary judgment for defendants on all but two claims: the breach of express warranty claims against Horizon and Premier; entered summary judgment for Seller on its counterclaim to foreclose on the promissory note; and certified the judgment as a partial final judgment for interlocutory review. On appeal, plaintiff challenged the entry of summary judgment as to: (1) the fraudulent inducement claims against all three defendants (Count I); (2) the breach of implied warranty claims against all three defendants (Counts III, IV, and VII); and (3) the breach of express warranty claim against Seller, Horizon Yachts, Inc. (Count VIII). The court vacated the district court's grant of summary judgment as to Counts I, III, IV, VII, and VIII and remanded for trial; affirmed the grant of summary judgment as to the remaining claims; and reversed the district court's grant of summary judgment on defendants' counterclaim. View "Global Quest v. Horizon Yachts" on Justia Law

After a jury found CSX solely liable for injuries suffered by an employee of General Mills and awarded the employee damages, CSX filed this action for indemnification from General Mills. The district court dismissed on the ground that the contract between the parties barred indemnification for damages arising from CSX's sole negligence. In reaching this result, the district court applied a federal rule of collateral estoppel to bar relitigation of the relative fault of General Mills for the injury suffered by its employee. The court held, however, that federal common law adopts the state rule of collateral estoppel to determine the preclusive effect of a judgment of a federal court that exercised diversity jurisdiction. Accordingly, the court reversed and remanded for the district court to determine whether collateral estoppel bars the complaint of CSX for indemnification. The court declined to decide the dispute regarding one element of collateral estoppel as defined by Georgia law: the earlier litigation must have been between identical parties. The court also declined to decide the alternative argument raised by CSX, whether the Sidetrack Agreement requires indemnification assuming CSX was solely at fault. View "CSX Transportation, Inc. v. General Mills, Inc." on Justia Law

Plaintiffs-Appellants James and Karen Feggestad appealed the district court’s order dismissing their complaint against defendants-appellees, Kerzner International Bahamas Limited, Kerzner International Limited, Island Hotel Company Limited, Paradise Island Limited, and Brookfield Asset Management Inc. (collectively, "Kerzner"), on the basis of a valid forum selection clause. The Feggestads made reservations at the Atlantis Resort on Paradise Island, Bahamas (Atlantis) and received a reservation confirmation via their email address. The confirmation contained a section titled "Terms and Conditions" and included a hyperlink advising guests to view the other terms and conditions. This link provided advance notification that any dispute between the guest and the hotel or any affiliated company must be litigated exclusively in the Bahamas and that upon arrival at the Atlantis, the guest would be required to sign a registration form that included a Bahamian forum selection clause. When the Feggestads checked into the hotel, the resort asked them to sign a registration card, which also included an "acknowledgement, agreement and release," which also listed the clause at issue here. Several days after their arrival at the Atlantis, Mr. Feggestad slipped and fell on a wet sidewalk and sustained severe personal injuries. He later sued, and the forum-selection clause became an issue. After reviewing the record, reading the parties briefs and having the benefit of oral argument, the Fifth Circuit affirmed the district court’s dismissal. View "Feggestad v. Kerzner International Bahamas Limited, et al." on Justia Law

Allstate filed suit against multiple defendants, alleging claims of fraud, negligent misrepresentation, and unjust enrichment. Defendants are medical clinics that appointed Dr. Sara Vizcay as their medical director. Allstate’s central allegation is that Dr. Vizcay failed to systematically review billings as required by Florida’s Health Care Clinic Act, Fla. Stat. 400.990 et seq., which caused the clinics to submit unlawful or fraudulent insurance claims to Allstate. A jury found the clinics liable and awarded damages to Allstate. The clinics challenge the jury’s verdict, and the district court’s denial of their dispositive motions, on numerous grounds. The court held that, under Florida law, there is judicial remedy for a licensed clinic’s violation of the Clinic Act; a licensed clinic can be held responsible for its medical director’s failure to comply with the duties enumerated in the Clinic Act; the evidence is sufficient to support the jury’s finding that Dr. Vizcay failed to substantially comply with those duties; Allstate's fraud claims are not barred by Florida's statute of limitations; and the district court did not err in denying defendants' motions to bifurcate the trial. Accordingly, the court affirmed the judgment. View "Allstate Ins. Co. v. Vizcay" on Justia Law

Defendants, three excess liability insurers, appealed the district court's grant of summary judgment to plaintiffs on their breach of contract claims. The district court concluded that Georgia's uninsured/underinsured motorist (UM) statute imposed upon defendants an unconditional obligation to provide UM coverage to the insured as if they were primary insurers, and that defendants' failure to tender payment amounted to a breach of contract. The court held that Georgia's UM statute, Ga. Code Ann. 33-7-11, applies to defendants' excess liability policies; defendants' excess liability policies contain vertical exhaustion requirements; and section 33-7-11 does not supersede the vertical exhaustion requirements in defendants' excess liability policies. Accordingly, the court reversed and remanded. View "Coker v. American Guarantee and Liability Ins. Co." on Justia Law

Plaintiffs Patterson and Breedlove filed suit against Mortgage Systems, seeking to enforce a contract between Patterson and CitiMortgage for the sale of Breedlove’s home to Patterson for a bargain basement price. CitiMortgage contends that the sale price stated in its offer letter to Patterson was an obvious clerical error and that the contract should be rescinded for that reason. Because of the clerical error, the letter actually said that CitiMortgage wanted a net payout amount of $113,968.45, instead of the “corrected” net payout amount was $423,940. Because that letter did not lead to formation of a valid contract based on CitiMortgage's unilateral mistake that plaintiffs knew or should have known about, CitiMortgage did not have any duty not to foreclose on the property. Therefore, the wrongful foreclosure claim fails and the court affirmed the district court's grant of summary judgment for CitiMortgage and Mortgage Systems. View "Patterson v. CitiMortgage, Inc." on Justia Law

Appellants, retirees of the ACC, alleged that the ACC breached contractual obligations to provide health benefits to eligible retirees. The district court granted the ACC's motion for partial judgment on the pleadings. At issue is whether the contract between the ACC and the appellants is entire or divisible. The court concluded that the contract is divisible because it involved successive payments of an uncertain amount for an indefinite period of time and does not allow a plaintiff to recover the entirety of the breaching party's obligation. Accordingly, the statute of limitations “runs separately as to each payment [of healthcare premiums and cost indemnification] when it becomes due.” Therefore, appellants may pursue contract claims for each alleged breach occurring within the limitations period. The court reversed and remanded for further proceedings. View "Wood v. Unified Gov't of Athens-Clarke Cnty." on Justia Law