Justia Contracts Opinion Summaries

Defendant, a convicted fraudster, is subject to a $10 million restitution order. Harbor America, which had contracted with defendant and his fraudulently run businesses, is subject to a writ of garnishment for that debt. However, Harbor America asserts that it no longer holds defendant's property as it has terminated the contracts under which it owed him regular payments. Harbor America alleges it was entitled to terminate the contracts based on defendant's fraud and did so by obtaining a judgment in a Texas state court declaring its right to terminate. The court held that the state court ruling is not binding because the government was not allowed to participate in the proceeding; considering the question of termination in the first instance, Harbor America has lawfully terminated one of the contracts but may or may not have been entitled to terminate the other; and thus the court remanded for further fact finding. View "United States v. Mire" on Justia Law

Plaintiff, who suffers from epilepsy, was fired from his cardiology practice after a series of stress-related seizures. Plaintiff filed suit against HCA, alleging claims arising out of his alleged wrongful termination. The district court ordered arbitration of his claims based on equitable estoppel. In this case, the viability of plaintiff's claim depends on reference to the Physician Employment Agreement. The court concluded that, as the district court correctly recognized, an at-will employment relationship may exist even if the parties have entered into an employment contract, such as the Agreement. The court concluded that HCA’s liability depends on the Agreement and the district court did not abuse its discretion in applying direct benefits estoppel to Hays’s tortious interference claim. In making an Erie guess, the court held that the Texas Supreme Court would recognize intertwined claims estoppel and that plaintiff's remaining claims are subject to arbitration under that theory. Accordingly, the court affirmed the judgment. View "Hays v. HCA Holdings, Inc." on Justia Law

After plaintiff sold a Mark Rothko painting to David Martinez through L&M Arts, she filed suit alleging that she was fraudulently induced into selling the painting with assurances of secrecy and that the eventual public re-sale of the painting constituted a breach of a confidentiality provision in her agreement with the original buyer. The court concluded that plaintiff failed to show that a genuine dispute of material fact exists regarding each element of Texas fraudulent inducement; L&M was entitled to judgment as a matter of law on plaintiff's breach-of-contract claim where the confidentiality clause did not require secrecy as to the fact of the 2007 sale, and the jury therefore did not hear evidence from which it could reasonably have found that L&M breached the Agreement; and even if a reasonable jury could have found that L&M breached the agreement, L&M would nevertheless be entitled to judgment as a matter of law because the jury’s damages award rested on a legally non-viable measure of damages. The court affirmed the district court’s grant of summary judgment for L&M on plaintiff's fraudulent inducement claim; affirmed the district court's judgment as a matter of law for the Martinez defendants on plaintiff's breach-of-contract claim; reversed the denial of judgment as a matter of law for L&M on plaintiff's breach-of-contract claim; and affirmed the denial of plaintiff's motion for attorney's fees under Texas Civil Practice & Remedies Code 38.001(8). The court remanded for further proceedings. View "Hoffman v. Martinez" on Justia Law

Appellants purchased tickets to Super Bowl XLV and were either displaced from their seats, relocated, or had an obstructed view of the field. The majority of the affected ticketholders settled with the NFL. However, appellants in this instance elected to file suit, alleging various claims relating to breach of contract and fraud. Most of appellants’ claims were dismissed before trial, and class certification was denied. Seven individual appellants went to trial against the NFL and prevailed on breach of contract, but not on fraudulent inducement claims. The court concluded that, because appellants have presented no authority supporting that a third-party vendor with limited responsibility is also responsible for the performance of the express ticket terms, appellants’ argument that the Cowboys are liable for their tort claims fails; an inference of fraudulent inducement is untenable; and the economic loss rule bars appellants' claims. The court also concluded that the contract claims failed where the unambiguous term of the contract entitling ticketholders to “a spectator seat for the game” was not breached by an obstructed view of the video board. Furthermore, the fraudulent inducement claims failed because appellants were not fraudulently induced to buy Super Bowl tickets thinking they would see the game on the video board. As to class certification, the court concluded that the district court did not abuse its discretion in refusing to certify the Displaced Class, the Relocated Class, and the Obstructed-View Class. Finally, the court concluded that the district court did not abuse its discretion in declining to give appellants' proposed jury instruction. Accordingly, the court affirmed the judgment. View "Ibe v. Jones" on Justia Law

This attorneys’ fees dispute arises out of an underlying lease dispute between HDRE and RARE. HDRE appealed the district court's award of attorneys’ fees for RARE under an attorneys’ fees provision in a lease agreement between the parties that was subsequently novated by another agreement. The court held that the novation of the Lease extinguished the parties’ rights under that agreement to prevailing-party attorneys’ fees and that the district court consequently abused its discretion in awarding fees to RARE. The court disagreed with the district court’s conclusion that several provisions of the Lease evince the parties’ intent for the attorneys’ fees provision to survive a future novation. Accordingly, the court reversed the district court's judgment. View "HDRE Bus. Partners Ltd. Grp. v. RARE Hosp. Int'l" on Justia Law

The adversary action comprises the claims, counterclaims, and affirmative defenses between two sides of a business scheme to buy, renovate, and operate a Days Inn. This appeal stems from the district court’s order affirming a bankruptcy court judgment rendered after trial in the adversary action. Appellant and his brother formed the plan to buy the hotel, and appellees are the investors that the brothers convinced to buy a fifty-percent stake in the scheme and the company that the three investors formed to hold their membership interest. The court concluded that appellant's res judicata argument fails where the release claim at issue was filed in the original action while summary judgment was still interlocutory. Thus, the claim was properly preserved through the severance order for later adjudication, and res judicata does not bar it. The court also concluded that the district court did not err in affirming the bankruptcy court judgment that appellant breached the settlement agreement. Further, the district court properly affirmed the bankruptcy court's dismissal of appellant's breach-of-guaranty claim against the investors, but not as to the company. The court affirmed in part and vacated in part, remanding for additional proceedings, including a determination of what percentage of the attorney’s fees were attributable to the breach-of-contract claim. View "Pirani v. Baharia" on Justia Law

DTC filed suit against JPMC and others, alleging willful patent infringement relating to electronic check-processing systems. JPMC was the first bank to reach a settlement agreement with DTC in 2005. As part of the settlement, JPMC entered into a consent judgment in which it admitted the patents were valid and enforceable and that JPMC had infringed them. It also entered into a license agreement permitting JPMC unlimited use of DTC’s patented technology going forward. At issue in this appeal is the district court’s interpretation of a most favored licensee (MFL) clause in the license agreement allowing JPMC to use DTC's patented check processing technology. JPMC invoked its rights under the MFL clause based on DTC’s granting a similar unlimited license to another entity for a lesser lump sum than JPMC paid. The court agreed with the district court that after comparing these two lump-sum license agreements, the later agreement is indeed more favorable, and JPMC therefore is entitled to a refund from DTC for the difference between the amount it paid for its license and the lesser amount bargained for in the later license agreement. Accordingly, the court affirmed the judgment. View "JP Morgan Chase Bank, N.A. v. Datatreasury Corp." on Justia Law

Plaintiff a former SMU student, filed suit against the university, alleging nineteen causes of action stemming from his dismissal as a community advisor (CA). The only claim at issue on appeal, whether SMU breached a duty of good faith and fair dealing, was dismissed by the district court for failure to state a claim. The court agreed with the district court that plaintiff had not alleged facts that, taken as true, would give rise to the type of special relationship that creates a duty of good faith and fair dealing under Texas law; even assuming arguendo that the student-university relationship could possibly give rise to a duty of good faith and fair dealing, plaintiff’s allegations are not sufficient to show that such a relationship existed; none of plaintiff's theories demonstrate that his purported special relationship with SMU administrators existed before and independently of the immediate circumstances of the course of events that led to his dismissal as a CA; and plaintiff’s claims demonstrate at most the sort of unilateral, purely subjective sense of trust that Texas courts have determined is insufficient to convert an ordinary arm’s-length relationship into a special or confidential relationship. Accordingly, the court affirmed the judgment. View "Hux v. Southern Methodist Univ." on Justia Law

Plaintiffs filed suit against 24 Hour Fitness, alleging that their membership contracts did not strictly comply with several technical provisions of the Texas Health Spa Act, Tex. Occ. Code Ann. 702.304, 702.305, 702.401, 702.402(a)(2). The district court dismissed the suit based on lack of standing. Because plaintiffs are not entitled to a full refund of their membership dues, and because 24 Hour’s alleged violations of the Act did not cause plaintiffs actual damages or any other form of economic harm, plaintiffs have sustained no economic injury. Furthermore, plaintiffs have not suffered a non-economic injury where plaintiffs have suffered no cognizable statutory injury under the Act. The Act does not authorize members to sue health clubs for technical statutory violations which cause the member no harm. Moreover, the Act does not authorize health club members to recover statutory or nominal damages for mere technical violations. Accordingly, the court affirmed the judgment because plaintiffs lack Article III standing. View "Wendt v. 24 Hour Fitness USA, Inc." on Justia Law

This appeal involves a breach of contract dispute between the parties regarding the proper configuration and installation of rooftop air handling units for passenger boarding bridges. The court concluded it was error to grant summary judgment for INET on the basis that DFW first breached the contract. The record contains disputes of material fact regarding which party prevented performance by failing to fully cooperate in arriving at a solution once the parties discovered defects. Accordingly, the court reversed the grants of summary judgment for INET and Hartford and remanded this case for the claims to proceed to a fact finder. Because the district court granted INET damages and fees based on its summary judgment rulings, the court also vacated those awards. View "Dallas/Fort Worth Int'l Airport Bd. v. Inet Airport Sys." on Justia Law