Justia Contracts Opinion Summaries

Yumilicious, a Texas frozen yogurt company, filed suit against franchisees based in South Carolina after disputes over the franchise agreement arose. Defendants filed a countercomplaint with various counterclaims. The district court granted summary judgment for Yumilicious and dismissed the remainder of the franchisees' counterclaims with prejudice for failure to state a claim under Rule 12(b)(6). The court affirmed the district court's grant of partial summary judgment and affirmed the dismissal of the franchisees' remaining counterclaims because the franchisees failed to plead the required elements of their statutory claims, failed to introduce facts suggesting non-economic injuries, failed to introduce evidence of fraudulent inducement, and contractually waived their right to punitive and consequential damages. View "Yumilicious Franchise, L.L.C. v. Barrie" on Justia Law

This appeal stems from a dispute over whether plaintiff breached the contract between the parties by failing to deliver a helicopter that met the specifications of the purchase agreement. The district court sua sponte granted summary judgment for plaintiff and dismissed North Bay's counterclaim for breach of contract. The district court then denied North Bay's motion to alter or amend its pleading under Fed. R. Civ. Pro. 59(e). North Bay alleged that plaintiff breached the contract because the airworthiness certificate specified a different type of helicopter and because the helicopter was not airworthy given that it was not in compliance with Directive 80-04-04. Because North Bay presented probative evidence in its 59(e) motion, and the district court failed to give North Bay an opportunity to respond before it sua sponte granted summary judgment for plaintiff, the court concluded that the district court abused its discretion when it denied North Bay’s motion to reconsider. Accordingly, the court reversed the denial of the motion, vacated the grant of summary judgment, and remanded. View "Luig v. North Bay Enter., Inc." on Justia Law

Malin filed suit against OSA for the balance of its unpaid invoices for work, services, materials, and supplies that it had provided to OSA at the request of Con-Dive. The court affirmed the district court's denial of OSA's motion to vacate the attachment, concluding that, under Texas law, title to the bunkers at issue passed to OSA on delivery. OSA held title to the bunkers at the time of Malin's attachment, and title to property unquestionably suffices as an attachable interest under Supplemental Admiralty Rule B. Therefore, the district court had personal jurisdiction over OSA by virtue of the attachment of the bunkers on the vessel that it had chartered. The court affirmed the district court’s determination that no material issues of fact exist as to whether OSA received and ratified the invoices, including their interest and attorneys fees provisions. Thus, the court concluded that the district court committed no error in granting summary judgment for Malin. The court affirmed the judgment. View "Malin Int'l Ship Repair v. Oceanografia, S.A. de C.V." on Justia Law

After Pauline Tillman Wagner and Ida Roberson died in Mississippi nursing homes run by Golden Living Southaven and Golding Living Center Batesville, Wagner's son (Sammy Gross) and Roberson's daughter (Shirley Cotton) filed suit against the nursing homes. After removal to federal court, the district court subsequently denied Southaven and Batesville's motion to compel arbitration based on arbitration agreements that the adult children had signed for their mothers when admitting them to the homes. The court held that the Mississippi Supreme Court would not adopt the district court’s formal device requirement and would instead permit parties to establish the existence of an agency relationship with other types of evidence. The court concluded that Gross's sworn testimony is competent evidence on the question of Gross’s agency and its scope. Because the existence and scope of an actual agency relationship is a question of fact the district court did not reach, the court could not decide the actual agency issue as a matter of law. Therefore, the court remanded for the district court for a factual finding on this issue in the first instance. Likewise, the same situation applies to Cotton, and the court remanded for the district court for a factual finding on this issue in the first instance. The court rejected defendant's estoppel argument. Finally, the court concluded that Batesville's apparent authority argument fails because it failed to put forth evidence of detrimental reliance; the district court properly rejected Batesville's ratification theory based on insufficient evidence; and the court declined to address the forum issue. Accordingly, the court vacated and remanded. View "Gross v. GGNSC Southaven, LLC" on Justia Law

Plaintiffs Shakeri and Taji filed suit against ADT, alleging a breach of contract claim and tort claims under Texas law for negligence, fraud, unconscionable conduct, and breach of the implied warranty of good and workmanlike performance. Plaintiffs were robbed at gunpoint and injured at their jewelry store. During the robbery, Shakeri pushed the button to trigger the alarm system multiple times, but the alarm system and the backup alarm failed to work. The district court ultimately dismissed plaintiffs’ tort claims and limited their contractual recovery in three separate orders. Determining that plaintiffs are bound by the terms of a 1999 Contract, the court concluded that the district court erred in dismissing plaintiffs' negligence claim where Shakeri's injury is the kind of physical harm that is not covered by the economic loss rule and is not defeated by the existence of a contract between the parties; plaintiffs failedto state adequate claims for breach of the implied warranty of good and workmanlike performance under Texas law; the district court did not err in dismissing plaintiffs’ unconscionable conduct claim; and plaintiffs' fraudulent inducement claim is barred under Texas law. Therefore, the court reversed the district court's dismissal of plaintiffs' negligence claim and remanded for further proceedings on this claim. The court affirmed the district court's dismissal of plaintiffs' remaining tort claims. View "Shakeri v. ADT Security Servs." on Justia Law

This appeal arose from the City's contract with Ambac to provide municipal bond insurance. The City filed suit against Ambac alleging that Ambac breached an agreement to provide a credit enhancement, that there was error in the principal cause, that Ambac acted in bad faith, and that the City had detrimentally relied on Ambac’s representations and assurances regarding the value of its credit enhancement product. The district court granted Ambac's motion to dismiss. The court concluded that the district court did not err in dismissing the City's breach of contract claim because the district court properly interpreted the Policy and because the City’s argument that it created a written and oral contract with Ambac for credit enhancement is not plausible based on the facts alleged. The court also concluded that any error about what the City was purchasing when it paid Ambac in excess of six million dollars was a unilateral error by the City because of the clear language of the Policy, and any unilateral error by the City about what it was purchasing from Ambac was not reasonable or excusable. Because the City’s proffered error is unreasonable, it does not vitiate consent. Because the City has failed to establish the existence of a larger credit enhancement agreement between it and Ambac, the City’s bad faith claim concerning this purported agreement necessarily fails. Finally, the court affirmed the district court's dismissal of the City's detrimental reliance claim where the City and Ambac are sophisticated parties that engaged in arm’s length negotiations with respect to this bond offering. Accordingly, the court affirmed the judgment. View "New Orleans City v. AMBAC Assurance Corp." on Justia Law

Plaintiff filed suit for breach of contract, negligence, wrongful foreclosure, and violations of the Texas Deceptive Trade Practices Act (DTPA), Tex. Bus. & Com. Code 17.50(a)(1)). On appeal, plaintiff challenged the district court's dismissal of her claims, as well as her motion to join a non-diverse defendant. The court concluded that the district court's dismissal of plaintiff's breach-of-contract claim was proper because she failed to allege any facts showing her own performance and did not refute the facts in documents referred to in her complaint, central to her claims, and attached to the motion to dismiss; the dismissal of the negligence claim was proper where any damages stemming from an alleged violation of those solely contractual duties are not redressable in tort; the wrongful-foreclosure claim was properly dismissed where plaintiff never alleged that Wells Fargo disposed of the house at a “grossly inadequate selling price,” nor does she allege that Wells Fargo fraudulently chilled the bidding at the foreclosure sale; and, where plaintiff bases her DTPA claims on Wells Fargo’s failure to make automatic withdrawals to pay the loan, such services cannot form the basis of a DTPA claim because they are incidental to the loan and would serve no purpose apart from facilitating the mortgage loan. Finally, in regard to the motion to join a non-diverse defendant, the district court applied the correct legal standard and its finding of fact were not clearly erroneous. Accordingly, the court affirmed the judgment. View "Villarreal v. Wells Fargo Bank, N.A." on Justia Law

After the American Association of Neurological Surgeons' (AANS) Professional Conduct Committee (PCC) recommended that plaintiff's membership be suspended for six months, he appealed to the AANS Board of Directors. The Board downgraded the suspension to a censure, but plaintiff subsequently resigned from the AANS and filed suit, claiming that the censure harmed his future employment opportunities as an expert witness. Plaintiff filed suit against the AANS for tortious interference with prospective business relations; breach of contract (the AANS bylaws); and impairment of an important economic interest from denial of due process. The court concluded that plaintiff received sufficient due process, including notice, a hearing, and multiple levels of appeal, before he was censured for failing to review all pertinent and available records prior to testifying. Because the district court found only one basis of the censure to be unsupported by due process, the district court was correct in setting aside only that portion of the censure. The court further concluded that no Texas court has recognized a breach of contract challenge to a private association’s disciplinary process. Therefore, plaintiff failed to state a plausible breach of contract claim on which relief could be granted, and the district court properly dismissed. Accordingly, the court affirmed the judgment. View "Barrash v. Amer. Ass'n of Neurological Surgeons" on Justia Law

Plaintiff, a technician employed by Tiger, filed suit against Triton and W&T after he was injured on board a vessel. W&T hired Triton to provide a vessel, staff, and equipment for W&T's offshore pipeline project, and also hired Tiger as a safety contractor. The district court interpreted the parties’ Master Service Contract (MSC) to place the burden of payment for plaintiff's injuries on W&T alone. The court concluded that the district court properly determined that plaintiff was W&T’s invitee; the district court's factual findings compel the conclusion that plaintiff was not Triton’s invitee; and the district court was correct to hold that W&T was liable under the MSC for Triton’s settlement and defense costs related to plaintiff's claims. Accordingly, the court affirmed the judgment. View "Grogan v. Triton Diving Services, L.L.C." on Justia Law

In this complex, multi-forum dispute over compensation between a German company (PACT) and its former CEO, the CEO appealed the district court's dismissal, without prejudice, based on forum nonconveniens (FNC). The court concluded that the forum selection clause in the contract at issue is mandatory and enforceable. Further, no overwhelming public interest requires retention in Texas. Given the Supreme Court’s strong admonitions in favor of dismissal and against retention save for extraordinary matters, the district court was well within the bounds of its considerable discretion in dismissing. Accordingly, the court affirmed the judgment. View "Weber v. Pact XPP Techs." on Justia Law