Justia Contracts Opinion Summaries

Articles Posted in US Court of Appeals for the Fifth Circuit
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WickFire filed suit against Media, alleging a violation of section 43(a) of the Lanham Act, tortious interference with existing contracts, tortious interference with prospective economic relationships, and civil conspiracy. In this appeal, Media challenged the jury verdict in favor of WickFire.The Fifth Circuit concluded that the district court had jurisdiction over WickFire's Lanham Act claim and thus pendent jurisdiction over each of WickFire's state law tort claims. On the merits, the court concluded that any argument that WickFire offered insufficient evidence regarding the section 43(a) claim is moot where the jury found that there were no damages and thus WickFire cannot be a prevailing party under the Act. The court also concluded that WickFire's tortious interference with contractual relations claim failed as a matter of law. However, because the evidence of damages is insufficient as a matter of law, the court reversed the judgment as to the tortious interference with prospective business relations claim. Because each of WickFire's underlying claims failed, the court reversed the judgment as to the civil conspiracy claim. Finally, the court concluded that TriMax is not entitled to judgment as a matter of law on WickFire's justification defense. Accordingly, the court denied TriMax's motion to dismiss; reversed as to WickFire's tortious interference claims and its civil conspiracy claim; and affirmed in all other respects. The court remanded for further proceedings. View "WickFire, LLC v. Woodruff" on Justia Law

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After plaintiff prevailed on her procedural due process and breach of contract claims against TSC, the trial court vacated the jury's verdict on the breach of contract claims and reduced the damages award on her procedural due process claim to $1.The Fifth Circuit held that TSC is entitled to neither sovereign immunity under the United States Constitution nor governmental immunity under state law. In this case, the Texas Legislature abrogated TSC's governmental immunity such that plaintiff could bring state law breach of contract claims against TSC. Therefore, the argument that the Texas Legislature attempted to limit federal jurisdiction over these claims is unavailing. The court also held that it was not required to address TSC's alternative arguments and declined to do so. The court reversed the dismissal of plaintiff's breach of contract claims, reinstated the jury's verdict on those claims, and remanded for the district court to consider TSC's alternative arguments regarding whether sufficient evidence supports plaintiff's breach of contract claims. The court affirmed the district court's grant of judgment as a matter of law on the due process violation damages and reduction of the jury's award of $12,500,000 to the nominal amount of $1. The court reversed the district court's vacatur of the portion of the attorneys' fees award based on the breach of contract claims and remanded for the district court to address TSC's alternative arguments regarding those claims and to determine whether plaintiff is entitled to attorneys' fees and in what amount. View "Tercero v. Texas Southmost College District" on Justia Law

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Plaintiff, a prolific inventor in the field of lighting technology, licensed his intellectual property exclusively to High End Systems in 2007. High End became a wholly owned subsidiary of Barco several years later. After Barco decided to sell High End to a third party in 2017, plaintiff filed suit alleging claims against Barco including breach of contract, breach of fiduciary duty, and fraud by nondisclosure arising out of the events leading up to the sale of High End.The Fifth Circuit held that the district court properly granted summary judgment on plaintiff's claim to pierce the corporate veil. In this case, to hold Barco liable for High End's alleged breach of contract, plaintiff must show that Barco (the then-shareholder) used High End (the corporation) to (1) "perpetrate an actual fraud" (2) primarily for Barco's "direct personal benefit." The court concluded that the evidence, when viewed as a whole, does not raise a fact issue regarding Barco's dishonest purpose or intent to deceive plaintiff in entering into the Barco Sublicense. The court explained that piercing the corporate veil is not a cumulative remedy for creditors of corporate or other legal entities in Texas; that theory does not make owners of such entities codefendants for every breach of contract case. Rather, it is a remedy to be used when the actions of the entity's owner amounting to "actual fraud" have rendered the entity unable to pay its debts. The court held that the district court properly granted summary judgment on plaintiff's claim for breach of fiduciary duty and fraud by nondisclosure. The court agreed with the district court that there was no evidence of a fiduciary relationship between plaintiff and Barco. View "Belliveau v. Barco, Inc." on Justia Law

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After the University terminated her employment as the head coach of the women's basketball team, plaintiff filed suit alleging violations of Title VII of the Civil Rights Act of 1964 and Title IX of the Education Amendments of 1972, as well as state-law claims for breach of contract, breach of the implied covenant of good faith and fair dealing, and invasion of privacy.The Fifth Circuit affirmed the district court's judgment as to the breach of contract and Title IX claims. The court concluded that judgment in favor of plaintiff on the breach of contract claim was proper where a reasonable jury could have concluded that plaintiff's management of funds did not give the University cause to terminate her employment. Furthermore, the University was not entitled to a new trial on plaintiff's breach of contract claim. In this case, the district court did not abuse its discretion in refusing to provide the requested jury instruction and any error on the district court's part was harmless. In regard to the Title IX claim, the court concluded that denial of plaintiff's jury instruction was not an abuse of discretion or grounds for a new trial. However, the court reversed the district court's judgment as to the privacy claim and concluded that it failed as a matter of law. The court explained that the facts disclosed by the University were of legitimate concern to the public and the district court clearly erred in concluding otherwise. View "Taylor-Travis v. Jackson State University" on Justia Law

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The Fifth Circuit affirmed the district court's judgment of dismissal without prejudice based on forum non conveniens. The district court enforced a disputed forum selection clause requiring litigation in the 19th Judicial District Court in and for the Parish of East Baton Rouge, Louisiana.The court held that the forum selection clause contained in Section 107.01 of the 2006 Standard Specifications governs the dispute at issue, is mandatory, and is enforceable. The court also held that appellant has waived any argument that public-interest factors require retention of this suit in the federal court system. View "PCL Civil Constructors, Inc. v. Arch Insurance Co." on Justia Law

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This case stemmed from a contract dispute between Pizza Inn and defendant, a franchisee of Pizza Inn. Defendant held an option to renew but failed to timely notify Pizza Inn that he wished to do so; Pizza Inn did not honor the tardy notice of renewal and did not renew; and a jury subsequently awarded damages to defendant after finding that Pizza Inn breached the contract. The district court upheld the verdict and awarded defendant attorneys' fees.The Fifth Circuit reversed, holding that the district court incorrectly applied the equitable-intervention doctrine. The court held that, because strict compliance with the agreement does not result in unconscionable hardship, equitable intervention is inapplicable. The court rejected defendant's asserted hardships: forfeiture of a portion of his initial investment, forfeiture of future profits, and shuttering a Pizza Inn franchise store. The court also held that the district court erred in awarding attorneys' fees. The court rendered judgment in favor of Pizza Inn. View "Pizza Inn, Inc. v. Clairday" on Justia Law

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A federal whistleblower statute, 41 U.S.C. 4712, does not render unenforceable an arbitration agreement between plaintiff and his former employer, Intratek. The Fifth Circuit held that the district court correctly enforced the arbitration agreement between plaintiff and Intratek. However, the court held that the district court erred in compelling arbitration of claims not covered by that agreement. Finally, the court held that the district court did not abuse its discretion by denying plaintiff's motion to amend the complaint. Therefore, the court affirmed in part, reversed in part, and remanded for further proceedings. View "Robertson v. Intratek Computer, Inc." on Justia Law

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After plaintiffs contracted with Regions Bank for it to manage, as their agent, their mineral interests in a large tract of land, Regions signed a lease extension with a third party, intending to extend the lease for only a small part of the property. However, the lease was unlimited and applied to the entire tract of land. Region's unintentional mistake cost plaintiffs tens of millions of dollars.The Fifth Circuit reversed the district court's dismissal of plaintiffs' action for breach of contract against Regions, holding that Louisiana's ten year statute of limitations period for contract claims applies to plaintiffs' suit. In this case, plaintiffs alleged that Regions breached their contracts by acting negligently. The court stated that, under Louisiana law, they had the choice to sue Regions for this alleged breach in tort or in contract. Because plaintiffs chose contract, their claim is subject to the ten year statute of limitations. Accordingly, the court remanded for further proceedings. View "Franklin v. Regions Bank" on Justia Law

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D2 filed suit for breach of contract, quantum meruit, violations of the Texas prompt pay statute, and to foreclose on a statutory and constitutional lien. Thompson, in turn, alleged that D2 breached the excavation contract between the parties. The district court held in D2's favor on all claims and ordered Thompson to pay for unpaid work and for "excess" excavating work, as well as interest and attorneys' fees.The Fifth Circuit held that the district court did not clearly err by finding that management of the site was so deficient that D2 had to regrade the same areas as many as six times and was unable to complete its work in other parts of the site, justifying D2's cessation of work. Therefore, the court affirmed the district court's judgment for the $81,068 in unpaid work and the related prompt payment statute and lien remedies for that breach of contract. However, the court held that neither breach of contract nor quantum meruit allows D2 to recover for "excavation of unanticipated excess soil." Thus, the court reversed the district court's judgment of $257,588.53 for the "excavation of unanticipated excess soil" and rendered judgment for Thompson on those breach of contract and quantum meruit claims. The court remanded for modification of the judgment. View "D2 Excavating, Inc. v. Thompson Thrift Construction, Inc." on Justia Law

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The Fifth Circuit affirmed the dismissal, for failure to state a claim, of UIG's complaint alleging claims for fraud and detrimental reliance. UIG obtained a loan from Pedestal Bank and Wolters Kluwer provided written certification that the property subject to the loan was not in a flood hazard area. When the loan came up for renewal, the bank informed UIG that the property was in a special flood hazard area and required flood insurance. Because the company was unable to afford flood insurance, the bank foreclosed on the property.After determining that it had jurisdiction over the appeal, the court held that the district court did not err in ruling that UIG failed to state a claim for fraud. In this case, the only relevant fact that UIG has alleged beyond what little it alleges "on information and belief" is that Wolters Kluwer provided "written certification that the property subject to the loan was not in a flood hazard area that required insurance under FEMA regulations pursuant to the Flood Disaster Protection Act of 1973." The court held that this fact alone can ground nothing more than speculation as to the cause of the error. Likewise, UIG's claim of detrimental reliance failed. View "Umbrella Investment Group, LLC v. Wolters Kluwer Financial Services, Inc." on Justia Law