Justia Contracts Opinion Summaries

The case involves a dispute between two companies, Plaintiff Fuel Automation Station, LLC, and Defendant Energera Inc., both of which operate in the fuel industry and hold patents related to automated fuel delivery equipment. The conflict arose after Defendant, despite agreeing not to sue Plaintiff for patent infringement, initiated lawsuits against Plaintiff’s affiliated entity and subcontractor for using Plaintiff’s equipment, alleging infringement of a Canadian patent (the 567 Patent).The United States District Court for the District of Colorado initially reviewed the case. The court found that the covenant not to sue included the relevant parties but was ambiguous regarding whether it covered the 567 Patent. The court applied ordinary rules of contract construction and the patent exhaustion doctrine, which led to the conclusion that the covenant did protect downstream users of Plaintiff’s equipment. The district court granted partial summary judgment in favor of Plaintiff on this basis. However, it found genuine issues of material fact regarding whether the 567 Patent was included in the Patent Rights defined in the agreement, leading to a jury trial. The jury determined that the Patent Rights did cover the 567 Patent and that Defendant had breached the covenant not to sue.The United States Court of Appeals for the Tenth Circuit reviewed the case. The appellate court affirmed the district court’s rulings. It held that the covenant not to sue did indeed extend to downstream users under the patent exhaustion doctrine, meaning Defendant could not sue Plaintiff’s customers for using the equipment. Additionally, the appellate court agreed with the district court and the jury that the Patent Rights included the 567 Patent, thus supporting the finding that Defendant breached the covenant by suing Plaintiff’s affiliated entity and subcontractor. The appellate court affirmed the district court’s judgment in favor of Plaintiff. View "Fuel Automation Station v. Energera" on Justia Law

Wanda Bowling entered into a contract with the Interstate Medical Licensure Compact Commission to manage its information technology functions. When the contract ended, Bowling allegedly withheld login information for three online accounts, leading the Commission to sue for breach of contract. Bowling counterclaimed for libel and misclassification of her employment status. The district court dismissed the misclassification counterclaim and granted summary judgment to the Commission on all other claims.The United States District Court for the District of Colorado dismissed Bowling's counterclaim for misclassification and denied her motion to amend it, citing untimeliness. The court also granted summary judgment to the Commission on its breach of contract claim, concluding that Bowling's login information constituted intellectual property and that she had breached the contract by not certifying the erasure of confidential information. The court awarded the Commission $956.67 in damages. Additionally, the court granted summary judgment on Bowling's libel counterclaim, citing a qualified privilege defense.The United States Court of Appeals for the Tenth Circuit reviewed the case. It affirmed the district court's finding of subject-matter jurisdiction, holding that the Commission had adequately alleged damages exceeding $75,000. However, the appellate court found that the contract was ambiguous regarding whether the login information constituted intellectual property or other materials covered by the contract, and that there was a genuine dispute of material fact regarding the damages. Therefore, it reversed the summary judgment on the breach of contract claim. The court also upheld the district court's denial of Bowling's motion to amend her counterclaim for misclassification, finding no abuse of discretion.On the libel counterclaim, the appellate court agreed that the district court erred in granting summary judgment based on a qualified privilege without giving Bowling notice. However, it affirmed the summary judgment on the grounds that the Commission's statements were substantially true. The case was affirmed in part, reversed in part, and remanded for further proceedings. View "Interstate Medical Licensure Compact Commission v. Bowling" on Justia Law

The case involves a dispute over the allocation of attorneys' fees from a $1.51 billion settlement between Syngenta AG and numerous plaintiffs. The settlement arose after Syngenta failed to obtain regulatory approval for its genetically modified corn seeds to be imported into China, leading to significant financial losses for American corn farmers and producers. As part of the settlement, $503 million was allocated for attorneys' fees, which was divided into four pools: three common benefit pools and one for individually retained private attorneys (IRPAs). The IRPA pool was allocated $60 million.The United States District Court for the District of Kansas initially approved the allocation scheme and the modification of contingent-fee contracts, capping IRPA fees at approximately 10% of their clients' recovery. The Objecting Firms, including Hossley-Embry and Byrd/Shields, challenged this allocation and the modification of their fee contracts. They filed motions for reconsideration, arguing that the settlement claims process was more complex than anticipated, requiring additional work. The district court denied these motions, and the Objecting Firms appealed.The United States Court of Appeals for the Tenth Circuit previously affirmed the district court's allocation scheme and the modification of the contingent-fee contracts in In re Syngenta I. The current appeal focuses on the district court's June 2021 IRPA Pool Allocation Order, which adopted the special master's recommendations on the allocation of the $60 million within the IRPA pool. The Objecting Firms argued that the district court's allocation was insufficient and that their due process rights were violated.The Tenth Circuit affirmed the district court's June 2021 IRPA Pool Allocation Order, concluding that the Objecting Firms failed to raise any arguments within the scope of the appeal, which was limited to the allocation of the IRPA pool itself. The court also dismissed the contingent cross-appeal by MDL Co-Lead Counsel as moot, given the affirmation of the district court's order. View "In re: SYNGENTA AG MIR162 CORN LITIGATION" on Justia Law

Josh and Mackie were partners in a marijuana business, Culta, LLC, in Maryland. Josh temporarily relinquished his ownership due to concerns about a past misdemeanor affecting their license application, with an agreement to be reinstated later. However, Mackie prevented Josh from rejoining. Josh sued Mackie and Trellis Holdings Maryland, Inc. (Trellis), Mackie’s company, for breach of contract. The district court found Mackie and Trellis liable and awarded Josh $6.4 million in damages. Mackie and Trellis did not appeal or pay the judgment.Josh sought to enforce the judgment. The district court ordered Mackie and Trellis to sell Trellis’s equity in Culta and turn over the proceeds to Josh, and to avoid devaluing the equity until the sale. Mackie and Trellis appealed, arguing for the first time that enforcing the judgment would violate the Controlled Substances Act (CSA) and that the district court lacked authority under Colorado Rule of Civil Procedure (C.R.C.P.) 69(g). They also moved the district court to reconsider the original judgment, which was denied, leading to a second appeal. The appeals were consolidated.The United States Court of Appeals for the Tenth Circuit reviewed the case. It affirmed the original judgment, rejecting Mackie and Trellis’s argument that Josh lacked standing. The court found that Josh had standing as he suffered an injury from the breach of contract, caused by Mackie and Trellis, and the damages awarded were redressable. The court also held that the district court had authority under C.R.C.P. 69(g) to issue the judgment enforcement order, as a charging order was not the exclusive remedy and Mackie and Trellis had sufficient control over Trellis’s equity.However, the Tenth Circuit vacated the judgment enforcement order due to concerns that it might require Mackie and Trellis to violate federal drug laws, and remanded the case for further proceedings to address these public policy concerns. View "Bartch v. Barch" on Justia Law

Davidson Oil Company entered into a fixed-price requirements contract with the City of Albuquerque to supply all of the city's fuel needs for a year. Shortly after the contract was signed, fuel market prices dropped significantly. The city requested a price reduction, which Davidson Oil refused, citing potential losses due to hedge contracts it had entered into to protect against market fluctuations. The city then terminated the contract using a termination for convenience clause, prompting Davidson Oil to sue for breach of contract.The United States District Court for the District of New Mexico granted summary judgment in favor of Davidson Oil, awarding damages for the value of the hedge contracts. The court found that while the city did not breach the explicit terms of the contract, it violated an implied covenant by terminating the contract in bad faith to secure a better bargain elsewhere.The United States Court of Appeals for the Tenth Circuit reviewed the case and affirmed the district court's decision. The Tenth Circuit held that the City of Albuquerque breached the contract by exercising the termination for convenience clause solely to obtain a better deal from another supplier. The court emphasized that such an action violated the implied covenant of good faith and fair dealing inherent in the contract. The court also upheld the district court's award of damages, including the hedge contract losses, as incidental damages under the Uniform Commercial Code, finding them to be commercially reasonable and directly resulting from the breach. View "Davidson Oil Company v. City of Albuquerque" on Justia Law

Dr. Anthony Tufaro, a former Chief of Plastic & Reconstructive Surgery and Professor of Medicine at the University of Oklahoma (OU), filed a lawsuit against OU and three of its doctors after his contract was not renewed. Tufaro alleged that his contract was not renewed because he had exposed various discrepancies and misconduct within OU’s Medical and Dental Colleges. His claims included wrongful termination, First Amendment retaliation, Fourteenth Amendment deprivation of property and liberty, breach of contract, and violation of the Oklahoma Constitution.The case was initially filed in state court but was later removed to federal court. In the federal court, the defendants filed a motion to dismiss, which the court granted in part and denied in part. The court dismissed all the § 1983 claims against OU and the individual defendants in their official capacities, as they were not considered "persons" under § 1983. The court also dismissed the breach of contract claim against OU, as it found that OU had followed the procedures outlined in the Faculty Handbook. However, Tufaro's Burk tort claim against OU survived the motion to dismiss.After discovery, the defendants filed a motion for summary judgment, which the court granted. The court ruled that Tufaro's complaints fell outside the scope of the First Amendment because they were made during his employment as part of his official duties. The court also held that Tufaro failed to demonstrate he was an "at-will" employee, an essential element of the Burk tort claim. Following the entry of summary judgment on all remaining claims, the district court entered final judgment, ending Tufaro’s case. Tufaro appealed several of the district court's rulings. View "Tufaro v. Board of Regents of the University of Oklahoma" on Justia Law

The case originated as a class action dispute about the underpayment of oil and gas royalties due on wells in Oklahoma. The plaintiff, Chieftain Royalty Company, sued SM Energy Company, the operator of the wells, under various tort theories, including fraud, breach of contract, and breach of fiduciary duty. In 2015, the claims were settled for approximately $52 million. Following the settlement, Chieftain's counsel moved for attorneys’ fees, and Chieftain sought an incentive award for its CEO, Robert Abernathy. Two class members objected to the awards and appealed. The court affirmed the settlement but reversed the attorneys’ fees and incentive awards, remanding to the district court for further proceedings.On remand, the district court re-awarded the fees and incentive award. The class did not receive notice of the 2018 attorneys’ fees motion as required under Federal Rule of Civil Procedure 23(h)(1), so the court vacated the district court order awarding attorneys’ fees and remanded with instructions to direct class-wide notice of the 2018 attorneys’ fees motion and to re-open the period for objections. The court did not reach the merits of the appellate challenge to the re-awarded attorneys’ fees. The court affirmed the district court’s incentive award to Mr. Abernathy. View "Chieftain Royalty Company v. SM Energy Company" on Justia Law

The United States Court of Appeals for the Tenth Circuit affirmed convictions against Whitney McBride and her company, Odyssey International Inc., for fraudulent conduct in obtaining a government contract. McBride was convicted of five offenses, including wire fraud, major fraud, and making a false declaration. She appealed the convictions, arguing that they should be vacated based on a Supreme Court case decided after her conviction, Ciminelli v. United States, which dealt with the interpretation of federal fraud statutes. She also contended that her conviction for making a false declaration should be vacated due to errors in the jury instructions.The court rejected her arguments, finding that she had waived her challenges to the convictions for conspiracy, wire fraud, and major fraud because she invited error by proffering the jury instruction she now disputed. The court also found that she waived her challenges due to her numerous procedural errors, including failing to argue for plain error on appeal and failing to meet the requirements of the Federal Rules of Appellate Procedure. The court concluded that she had waived her arguments and affirmed her convictions. View "United States v. McBride" on Justia Law

In a dispute between ORP Surgical, LLC (ORP), and Howmedica Osteonics Corp., also known as Stryker, the United States Court of Appeals for the Tenth Circuit affirmed in part and reversed in part the district court's ruling. ORP and Stryker, both involved in medical device sales, had a successful business relationship under two sales contracts, the Joint Sales Representative Agreement (JSRA) and the Trauma Sales Representative Agreement (TSRA). The relationship soured when Stryker terminated the JSRA and hired one of ORP's sales representatives, and later, when ORP terminated the TSRA, Stryker hired a dozen of ORP's representatives. The district court ruled in favor of ORP, finding that Stryker breached the sales contracts and owed ORP damages, attorneys’ fees, sanctions, and costs. On appeal, Stryker challenged the rulings on the breach of contract claims, the attorneys’ fees award, and the nominal damages award. The Court of Appeals affirmed the district court’s holdings on the breach-of-contract claims but reversed its award of attorneys' fees under the indemnification provision. It also affirmed the award of nominal damages for Stryker's breach of the non-solicitation/non-diversion provision. The case was remanded for further proceedings. View "ORP Surgical v. Howmedica Osteonics Corp." on Justia Law

The case revolves around a dispute between Harvest Group, LLC ("Harvest") and Love’s Travel Stops & Country Stores, Inc. and Musket Corp. (collectively, "Love’s") over a breach-of-contract claim. Harvest, a company that assists businesses in acquiring economic development incentives, entered into a contract with Love’s to help secure incentives for a renewable diesel facility. In return, Harvest would receive a fee of 10% of the value of any incentives it helped Love's secure.A property tax assessment for the project, which significantly reduced the estimated tax burden, was at the center of the dispute. Harvest claimed that this assessment qualified as an incentive under their agreement, and thus they were entitled to a fee. Love’s, however, argued that the assessment was not an incentive as defined by their contract and that it was not the product of Harvest’s efforts, but simply the result of the assessor’s application of Nebraska tax law.The United States Court of Appeals for the Tenth Circuit reversed the lower court's grant of summary judgment to Love’s on the issue of whether the assessment was an incentive/benefit under the Agreement and whether the assessment was the product of Harvest’s efforts. There were genuine disputes of material fact about these issues, meaning they must be decided at trial, not on summary judgment. The court also reversed the lower court on the issues of Harvest’s entitlement to interest and whether Harvest was the prevailing party. The case was sent back to the lower court for further proceedings. View "Harvest Group v. Love's Travel Stops & Country Stores" on Justia Law