Justia Contracts Opinion Summaries

Plaintiffs BSI Group LLC and International Business Solutions Group, LLC, financial service companies, contracted with EZBanc Corp for financial services. EZBanc collaborated with Solid Financial Technologies, Inc. and Evolve Bank & Trust to provide these services. Plaintiffs alleged that Defendants mishandled funds, withdrawing nearly $9 million from their accounts and failing to process approximately $300,000 in third-party payments. Defendants sought to compel arbitration, arguing that although EZBanc’s contracts with Plaintiffs lacked an arbitration clause, the contracts referred to other terms that included such a clause.The United States District Court for the Eastern District of Arkansas denied Defendants' motions to compel arbitration. The court found that the language in the contracts was too vague to incorporate the Evolve Agreement by reference and that there was a factual dispute regarding whether the terms of the Evolve Agreement were known or easily available to Plaintiffs.The United States Court of Appeals for the Eighth Circuit reviewed the case. The court held that the district court erred in its interpretation of the contract and its denial of the motion to compel arbitration. The appellate court found that there were material disputes of fact regarding whether the Evolve Agreement was effectively communicated to Plaintiffs, which necessitated a trial. Consequently, the Eighth Circuit reversed the district court’s decision and remanded the case for trial to determine if Plaintiffs agreed to be bound by the terms in the Evolve Agreement through the “pop-up” or other aspects of EZBanc’s website. View "BSI Group LLC v. Solid Financial Technologies Inc." on Justia Law

J.V. & Sons Trucking, Inc. ("J.V. & Sons") is a Utah corporation that hauls crude oil in Texas. Asset Vision Logistics, LLC ("AVL") is a logistics broker coordinating crude oil transportation. In June 2019, J.V. & Sons agreed to haul oil for AVL. In August 2019, J.V. & Sons signed AVL's Quick Pay Agreement ("QPA") to receive faster payments. Relations soured, and in February 2020, AVL stopped paying J.V. & Sons for completed hauls. J.V. & Sons terminated their relationship and demanded payment for unpaid invoices, which AVL acknowledged but did not pay. J.V. & Sons filed a lawsuit in Texas state court for breach of contract, which AVL removed to the Northern District of Texas and then transferred to the District of Minnesota.The District of Minnesota court denied AVL's motion for summary judgment, concluding that the non-solicitation and non-disclosure provisions in the QPA were unenforceable under Texas law. The court granted J.V. & Sons's motion in part, finding that AVL breached an implied contract by failing to pay eight invoices. After J.V. & Sons dismissed its remaining claim, the court entered final judgment in favor of J.V. & Sons.The United States Court of Appeals for the Eighth Circuit reviewed the case de novo and affirmed the district court's judgment. The appellate court agreed that the QPA's non-solicitation and non-disclosure provisions were unenforceable under Texas law. The court also upheld the finding of an implied contract based on the parties' course of dealing and the negotiated rate sheets, concluding that AVL's failure to pay the invoices constituted a breach of contract. The court rejected AVL's arguments regarding the enforceability of the QPA and the existence of an implied contract, affirming the district court's decision in favor of J.V. & Sons. View "J.V. & Sons Trucking, Inc. v. Asset Vision Logistics, LLC" on Justia Law

Major Brands, Inc., a Missouri-licensed liquor distributor, had been the exclusive distributor of Jägermeister in Missouri since the 1970s. In 2018, Mast-Jägermeister US, Inc. (MJUS) terminated this relationship and appointed Southern Glazers Wine and Spirits, LLC (Southern Glazers) as the new distributor. Major Brands sued MJUS and Southern Glazers, alleging wrongful termination under Missouri franchise law, conspiracy to violate Missouri franchise law, and tortious interference with the franchise relationship.The case was initially brought in state court but was removed to the United States District Court for the Eastern District of Missouri. After dismissing additional defendants, the case proceeded to a jury trial. The jury awarded Major Brands $11.75 million, finding in its favor on five counts, including violation of Missouri franchise law and tortious interference. The district court denied the defendants' motions for judgment as a matter of law or a new trial and awarded attorney’s fees to Major Brands.The United States Court of Appeals for the Eighth Circuit reviewed the case. The court found that the district court had prejudicially erred in instructing the jury on the essential element of a "community of interest" under Missouri franchise law. The appellate court held that the jury instructions failed to require consideration of whether Major Brands made substantial investments that were not recoverable upon termination, which is necessary to establish a community of interest. Consequently, the Eighth Circuit reversed the district court’s decision, vacated the jury’s verdict and the award of attorney’s fees, and remanded the case for a new trial. View "Major Brands, Inc. v. Mast-Jagermeister US, Inc." on Justia Law

In 1983, an Arkansas rural electric distribution cooperative, Carroll Electric, entered into a lease agreement with the City of Berryville and constructed a telecommunications tower. In 1994, Carroll Electric subleased the tower to Northwest Arkansas RSA Limited Partnership, allowing them to install and maintain radio communications equipment. The sublease was renewed multiple times, and in 2011, a Second Amendment was added, extending the agreement for additional terms unless terminated with six months' notice. In 2015, Northwest Arkansas was dissolved, and Alltel Corporation became its successor. In 2022, Alltel notified Carroll Electric of its intent to terminate the agreement, effective October 2022.Carroll Electric filed a breach of contract lawsuit in Arkansas state court, alleging wrongful termination. Alltel removed the case to the Western District of Arkansas, citing diversity jurisdiction. The district court granted Alltel's motion to dismiss, concluding that the contract unambiguously allowed Alltel to terminate the agreement. The court also awarded attorney’s fees to Alltel as the prevailing party under Arkansas law.The United States Court of Appeals for the Eighth Circuit reviewed the case. The court affirmed the district court's decision, agreeing that the contract provisions were unambiguous and did not conflict. The court held that Section 8(c) of the initial sublease allowed termination with six months' notice, while the Second Amendment dealt with automatic renewal, not termination. The court also upheld the award of attorney’s fees, finding no abuse of discretion by the district court. The judgment of the district court was affirmed. View "Carroll Electric Cooperative v. Alltel Corporation" on Justia Law

In 2007, Dennis Collins, Suzanne Collins, David Butler, and Lucia Bott purchased long-term care insurance policies from Metropolitan Life Insurance Company (MetLife). They also bought an Inflation Protection Rider, which promised automatic annual benefit increases without corresponding premium hikes, though MetLife reserved the right to adjust premiums on a class basis. In 2015, 2018, and 2019, MetLife informed the plaintiffs of significant premium increases. The plaintiffs filed a class action in 2022, alleging fraud, fraudulent concealment, violations of state consumer protection statutes, and breach of the implied covenant of good faith and fair dealing under Illinois and Missouri law.The United States District Court for the Eastern District of Missouri dismissed the case, ruling that the filed rate doctrine under Missouri and Illinois law barred the plaintiffs' claims. Additionally, the court found that the plaintiffs bringing claims under Missouri law failed to exhaust administrative remedies. The plaintiffs appealed, arguing that the filed rate doctrine did not apply, they were not required to exhaust administrative remedies, and their complaint adequately alleged a breach of the implied covenant.The United States Court of Appeals for the Eighth Circuit reviewed the case de novo and affirmed the district court's dismissal. The appellate court held that the plaintiffs' complaint failed to state a claim upon which relief could be granted. The court found that MetLife's statements about premium expectations were not materially false and that the plaintiffs did not sufficiently allege intentional fraud or fraudulent concealment. The court also concluded that the statutory claims under the Missouri Merchandising Practices Act and the Illinois Consumer Fraud and Deceptive Business Practices Act were barred by regulatory exemptions. Lastly, the court determined that the implied covenant of good faith and fair dealing was not breached, as MetLife's actions were expressly permitted by the policy terms. View "Collins v. Metropolitan Life Insurance Co." on Justia Law

On August 10, 2020, a derecho caused significant damage to the plaintiffs' property in Cedar Rapids, Iowa. The plaintiffs filed a claim with their insurer, State Farm, which initially paid $2,297.26 for the damage. After further submissions and inspections, State Farm increased the payment by $3,822.68. The plaintiffs' contractor estimated the repair costs at $21,537.45, but State Farm disagreed, leading to further disputes and inspections. Eventually, the plaintiffs requested an appraisal, which set the actual cash value (ACV) at $16,155.48 and the replacement cost value (RCV) at $21,069.59. State Farm paid the plaintiffs the difference between the initial payments and the new ACV but required documentation of repairs for the RCV.The plaintiffs filed a lawsuit in state court for breach of contract and bad faith, which was removed to federal court. The district court granted summary judgment to State Farm, holding that the insurer had not breached the contract because it had paid the ACV and the plaintiffs had not completed repairs within the two-year policy deadline to claim the RCV. The court also found that State Farm had an objectively reasonable basis for its payment decisions, negating the bad-faith claim.The United States Court of Appeals for the Eighth Circuit reviewed the case. The court affirmed the district court's decision, holding that State Farm did not breach the contract as the plaintiffs failed to complete repairs within the required two-year period. The court also held that State Farm had a reasonable basis for its initial payment decisions and did not act in bad faith. The court concluded that the plaintiffs were not entitled to further payments under the policy and that State Farm's actions were justified. View "Henderson v. State Farm Fire & Casualty Co." on Justia Law

Farnsworth Coleman, the sole member of Coleman Consulting, LLC (CC), entered into a written Confidentiality Agreement with Domtar A.W. LLC (Domtar A.W.) in November 2016 to provide consulting services for a pulp mill in Ashdown, Arkansas. CC was compensated for its services and expenses at an agreed hourly rate. CC later claimed that an oral agreement was made with Domtar A.W. for additional compensation based on a percentage of increased profits from CC's recommendations, which Domtar A.W. denied. CC filed a lawsuit for breach of contract and unjust enrichment after Domtar A.W. terminated the consulting services in May 2017.The United States District Court for the Western District of Arkansas granted summary judgment in favor of Domtar A.W., concluding that the Arkansas statute of frauds barred CC's breach of contract claim because the alleged oral agreement could not be performed within one year. The court also found that CC failed to prove its unjust enrichment claim, as CC had been fully compensated for its services under the written agreement. CC's motion for reconsideration, based on newly discovered evidence, was denied.The United States Court of Appeals for the Eighth Circuit reviewed the case de novo and affirmed the district court's decision. The appellate court agreed that the oral agreement was subject to the statute of frauds and could not be performed within one year. The court also found that the part performance and detrimental reliance exceptions to the statute of frauds did not apply. Additionally, the court upheld the dismissal of the unjust enrichment claim, noting that CC had been paid for its services and could not use unjust enrichment to enforce an unenforceable oral contract. The denial of the motion for reconsideration was also affirmed, as CC failed to demonstrate due diligence in obtaining the new evidence. View "Coleman Consulting, LLC v. Domtar Corporation" on Justia Law

JES Farms Partnership sold crops through Indigo Ag's digital platform. In 2021, JES initiated arbitration against Indigo, alleging breach of a marketplace seller agreement and trade rule violations. Indigo counterclaimed, alleging JES breached the agreement and its addenda. JES then sought a federal court's declaratory judgment that Indigo’s counterclaims were not arbitrable and that some addenda were invalid. Indigo moved to compel arbitration based on the agreement's arbitration clause.The United States District Court for the District of South Dakota partially denied Indigo's motion. The court agreed that Indigo’s counterclaims were arbitrable but ruled that the enforceability of the addenda was not arbitrable under the marketplace seller agreement. The court found the arbitration clause "narrow" and concluded that disputes about the addenda's enforceability did not relate to crop transactions. Indigo appealed this decision.The United States Court of Appeals for the Eighth Circuit reviewed the case de novo. The court determined that the arbitration clause in the marketplace seller agreement was broad, covering "any dispute" related to the agreement or transactions under it. The court found that the enforceability of the addenda was indeed a dispute "relating to crop transactions" and thus fell within the scope of the arbitration clause. Consequently, the Eighth Circuit reversed the district court's decision and directed it to grant Indigo’s motion to compel arbitration and address the case's status pending arbitration. View "JES Farms Partnership v. Indigo Ag Inc." on Justia Law

Covenant Construction Services, LLC was the prime contractor on a federal construction project for a U.S. Department of Veterans Affairs facility in Iowa City, Iowa. Covenant subcontracted with Calacci Construction Company, Inc. to supply carpentry labor and materials. Calacci had a collective bargaining agreement (CBA) with two regional unions, requiring it to pay fringe-benefit contributions to the Five Rivers Carpenters Health and Welfare Fund and Education Trust Fund (the Funds). Despite multiple demands, Calacci failed to remit the required contributions.The Funds filed a lawsuit under the Miller Act to collect the unpaid contributions, liquidated damages, interest, costs, and attorneys' fees from Covenant and its surety, North American Specialty Insurance Company. The United States District Court for the Southern District of Iowa granted summary judgment in favor of the Funds, concluding that the Funds had standing to sue and that the Miller Act notice was properly served and timely.The United States Court of Appeals for the Eighth Circuit reviewed the case de novo. The court affirmed the district court's decision, holding that the Funds sufficiently complied with the Miller Act's notice requirements by sending the notice to Covenant's attorney, who confirmed receipt. The court also held that the notice was timely as it was filed within 90 days of the last day of labor on the project. Additionally, the court upheld the award of liquidated damages and attorneys' fees, finding that the CBA obligated Calacci to pay these amounts and that Covenant, as the prime contractor, was liable for the amounts due under the payment bond.The Eighth Circuit concluded that the Funds were entitled to recover the unpaid contributions, liquidated damages, and attorneys' fees from Covenant and its surety, affirming the district court's judgment. View "Five Rivers Carpenters v. Covenant Construction Services" on Justia Law

During Winter Storm Uri, Southwest Power Pool, Inc. (Southwest) contacted Associated Electric Cooperative, Inc. (the Cooperative) to purchase emergency energy. The Cooperative provided the energy, and Southwest compensated the Cooperative according to their existing written contract, known as the Tariff, filed with the Federal Energy Regulatory Commission (FERC). The Cooperative claimed the payment was insufficient and not in line with a separate oral agreement made during the storm. Southwest refused to pay more than the Tariff rate, leading the Cooperative to file a lawsuit in federal district court for breach of contract and equitable claims.Southwest petitioned FERC for a declaratory order asserting primary jurisdiction over the dispute and confirming that the payment was appropriate under the Tariff. FERC agreed, and the Cooperative's petition for rehearing was denied. The Cooperative then sought review from the United States Court of Appeals for the Eighth Circuit, which denied the petitions, affirming FERC's primary jurisdiction and the applicability of the Tariff rate.The United States District Court for the Western District of Missouri granted Southwest’s motion to dismiss the Cooperative’s complaint, agreeing with FERC’s jurisdiction and the Tariff’s control over the payment terms. The district court also denied Southwest’s motion for attorneys’ fees and costs. The Cooperative appealed the dismissal, and Southwest appealed the denial of attorneys’ fees.The United States Court of Appeals for the Eighth Circuit reviewed the district court’s dismissal de novo and affirmed the decision, agreeing that FERC had primary jurisdiction and the Tariff controlled the payment terms. The court also affirmed the district court’s denial of attorneys’ fees, finding that the relevant contract provision did not apply to this dispute and that the district court did not abuse its discretion. View "Associated Electric Cooperative, Inc. v. Southwest Power Pool, Inc." on Justia Law