Justia Contracts Opinion Summaries

Articles Posted in US Court of Appeals for the Tenth Circuit
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In 2014, Brian Shotts was injured in a car accident caused by Dana Pollard. Shotts was insured under a policy issued by GEICO General Insurance Company (“GEICO”), which included underinsured motorist (“UM”) coverage. Pollard had automobile insurance through Farmers Insurance (“Farmers”). Shotts filed a claim with Farmers, which offered Pollard’s policy limits as settlement. Before accepting the offer, Shotts notified GEICO of the accident. GEICO opened a claim, assigned an adjuster, and began an investigation. GEICO also waived its subrogation rights, allowing Shotts to accept the offer from Farmers. GEICO’s investigation determined that Shotts’s injuries exceeded Pollard’s policy limits by $3,210.87. GEICO offered Shotts a settlement of that amount, but Shotts declined the offer as “unreasonably low.” Shotts demanded GEICO promptly “pay the first dollar of his claim, up to the value of [the] claim or the total available UM limits” of $25,000. He also asked GEICO to reevaluate the offer. In response, GEICO requested additional information about Shotts’s injuries. It then proposed a peer review to determine whether his injuries exceeded the $3,210.87 offer. Shotts sued for bad faith breach of contract, alleging that GEICO acted in bad faith by: (1) conducting “a biased and unfair investigation and evaluation of [his] claim”; and (2) failing to pay the full value of his claim. He also requested punitive damages. The district court granted summary judgment for GEICO on both bad faith claims and denied punitive damages. Finding no reversible error, the Tenth Circuit affirmed the district court. View "Shotts v. GEICO" on Justia Law

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Plaintiffs and counterclaim-defendants Mrs. Fields Famous Brands, LLC (Famous Brands) and Mrs. Fields Franchising, LLC (Fields Franchising) appealed a district court order granting a preliminary injunction in favor of defendant and counterclaim-plaintiff MFGPC Inc. (MFGPC). The sole member of Famous Brands is Mrs. Fields Original Cookies, Inc. (MFOC). MFOC entered into a Trademark License Agreement (License Agreement) with LHF, Inc. (LHF), an affiliate of MFGPC. In 2003, LHF assigned all rights under the License Agreement to MFGPC, and MFGPC agreed to be bound by and perform in accordance with the License Agreement. The License Agreement granted MFGPC a license to develop, manufacture, package, distribute and sell prepackaged popcorn products bearing the “Mrs. Fields” trademark through all areas of general retail distribution. A dispute arose after Fields Franchising allowed MFGPC to be late with a royalty payment because of a fire that destroyed some of MFGPC’s operations. The franchisor sought to terminate the licensing agreement and collect the royalties owed. Fields Franchising filed suit against MFGPC. In August 2018, the district court entered partial summary judgment in favor of MFGPC on its counterclaim for breach of a trademark license agreement that afforded MFGPC the exclusive use of the “Mrs. Fields” trademark on popcorn products. The district court’s summary judgment order left only the question of remedy to be decided at trial. MFGPC then moved for a preliminary injunction, arguing that there was a substantial likelihood that it would prevail at trial on the remedy of specific performance. After conducting a hearing, the district court granted MFGPC’s motion and ordered Fields Franchising to terminate any licenses it had entered into with other companies for the use of the Mrs. Fields trademark on popcorn products, and to instead comply with the terms of the licensing agreement it had previously entered into with MFGPC. Famous Brands and Fields Franchising argued in this appeal that the district court erred in a number of respects in granting MFGPC’s motion for preliminary injunction. The Tenth Circuit agreed with appellants, and consequently reversed the district court’s grant of a preliminary injunction in favor of MFGPC. View "Mrs. Fields Famous Brands v. MFGPC" on Justia Law

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Beginning in 2009, Plaintiff Rajesh Singh worked as an untenured professor in the School of Library and Information Management (SLIM) at Emporia State University (ESU). He was informed in February 2014 that his annual contract would not be renewed. He sued ESU and various administrators in their individual capacities, asserting several retaliation and discrimination claims under Title VII of the Civil Rights Act of 1964; the Kansas Act Against Discrimination (KAAD); and the Civil Rights Act of 1871. The district court granted summary judgment for Defendants on every claim except one: a First Amendment retaliation claim under section 1983 against Provost David Cordle. Provost Cordle appealed the denial of summary judgment on the ground that he was entitled to qualified immunity. The district court then certified as final under Fed. R. Civ. P. 54(b) its order granting summary judgment on all other claims, and Plaintiff filed a cross-appeal, challenging the grant of summary judgment on Plaintiff’s claims: (1) ESU and the individual Defendants discriminated against him by not renewing his contract; and (2) ESU and the individual Defendants retaliated against him for filing discrimination complaints with ESU’s human resources department and the Kansas Human Rights Commission (KHRC). The Tenth Circuit found the claims against ESU were brought under Title VII and the KAAD, and the claims against the individual Defendants were brought under section 1983. The Court reversed the district court’s denial of summary judgment for Provost Cordle and affirmed grants of summary judgment on the remaining claims. Cordle was entitled to qualified immunity because he could have reasonably believed that the speech for which he allegedly punished Plaintiff was not on a matter of public concern. As for the discrimination claims, the district court properly granted summary judgment because Plaintiff did not establish a genuine issue of fact that ESU’s given reason for his nonrenewal, that he was noncollegial, was pretextual. “Although Plaintiff contends that these discrimination claims survive under the cat’s-paw theory of liability, he does not provide adequate evidence that the allegedly biased supervisor - his school’s dean - proximately caused the ultimate nonrenewal decision.” The Court affirmed summary judgment on Plaintiff’s retaliation claims because he failed to present adequate evidence that the ESU employees who allegedly retaliated against him knew that he had filed formal discrimination complaints. View "Singh v. Cordle" on Justia Law

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Bonni Genzer, an Uber driver, contended James River Insurance Company, Uber’s insurer, breached its contractual obligations by declining coverage for injuries she sustained in an accident on the return leg of a lengthy fare. Genzer also contended that, under Oklahoma law, the “mend the hold” doctrine limited James River to the grounds it gave for declining coverage before she sued. The district court granted summary judgment in James River’s favor, first ruling that Oklahoma had not adopted the mend-the-hold doctrine, and next holding that Genzer’s claim falls outside the scope of the governing insurance policy. The Tenth Circuit agreed as to both issues. View "Genzer v. James River Insurance Company" on Justia Law

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Antero Resources Company and South Jersey Gas Company entered into an eight-year contract for Antero to deliver natural gas from the Marcellus Shale formation to gas meters located on the Columbia Pipeline in West Virginia. The parties tied gas pricing to the Columbia Appalachia Index.During performance of the contract, the price of natural gas linked to the Index increased. South Jersey contested the higher prices, arguing that modifications to the Index materially changed the pricing methodology, and that the Index should be replaced with one that reflected the original agreement. Antero disagreed. South Jersey then sued Antero in New Jersey state court for failing to negotiate a replacement index, and began paying a lower price based on a different index. Antero then sued South Jersey in federal district court in Colorado, where its principal place of business was located, for breach of contract for its failure to pay the Index price. The lawsuits were consolidated in Colorado and the case proceeded to trial. The jury rejected South Jersey’s claims, finding South Jersey breached the contract and Antero was entitled to $60 million damages. South Jersey argued on appeal the district court erred in denying its motion for judgment in its favor as a matter of law, or, alternatively, that the court erred in instructing the jury. After review, the Tenth Circuit affirmed, finding a reasonable jury could find South Jersey breached its contract with Antero because the Index was not discontinued nor did it materially change. Furthermore, the Court found no defects in the jury instructions. View "Antero Resources Corp. v. South Jersey Resources Group" on Justia Law

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This appeal grew out of Brent Sloan’s participation in two transactions: (1) a merger between Advanced Recovery Systems, LLC and Kinum, Inc.; and (2) the sale of software from Kinum to Sajax Software, LLC. American Agencies, LLC alleged harm from these transactions and sued Sloan for damages and restitution. After the close of evidence, Sloan filed a motion for judgment as a matter of law. Following the denial of this motion, a jury found Sloan liable on American Agencies’ claims of tortious interference with business relations, conspiracy to interfere with business relations, tortious interference with contract, copyright infringement, unjust enrichment, and misappropriation of trade secrets. Sloan unsuccessfully renewed his motion for judgment as a matter of law. After the district court denied this motion, Sloan appealed. The Tenth Circuit affirmed in part and reversed in part finding Sloan did not preserve his arguments as to tortious interference with business relations, conspiracy to interfere with business relations, and tortious interference with contract. The Tenth Circuit agreed the district court erred in instructing the jury on improper means, and the Court concurred with Sloan that on the claim of unjust enrichment, the jury could not have reasonably inferred the value of a benefit to him. View "Sloan v. American Agencies, LLC" on Justia Law

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Defendants-Appellees Air Methods Corporation and Rocky Mountain Holdings, LLC provide air ambulance services. Defendants provided air ambulance services to Plaintiffs-Appellants, or in some cases to their minor children. Plaintiffs dispute their obligation to pay the full amounts charged by Defendants because Plaintiffs claim to have never agreed with Defendants on a price for their services. Plaintiffs filed suit, asserting jurisdiction under the Class Action Fairness Act, 28 U.S.C. 1332(d), to determine what, if any, amounts they owe Defendants. Plaintiffs also sought to recover any excess payments already made to Defendants. Defendants moved to dismiss, arguing that Plaintiffs’ claims were pre-empted by the Airline Deregulation Act (ADA), 49 U.S.C. 41713. The district court agreed and dismissed Plaintiffs’ claims with prejudice. The Tenth Circuit affirmed the district court’s dismissal of all Plaintiffs’ breach of implied contract claims, the Scarlett Plaintiffs’ declaratory judgment claim, all Plaintiffs’ unjust enrichment claims, and the Scarlett Plaintiffs’ due process claims; the Court reversed the district court’s dismissal of the Cowen Plaintiffs’ declaratory judgment claim, only with respect to the existence of contracts between the Cowen Plaintiffs and Defendants; and the Court remanded for further proceedings. View "Scarlett v. Air Methods Corporation" on Justia Law

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PetroChina Canada bought ten large heat-exchanger units from Kelvion’s Oklahoma plant for use in PetroChina’s oil and gas operations. Their contract included a mandatory forum-selection clause subjecting the parties to Canadian jurisdiction. After a dispute over unanticipated delivery costs that PetroChina refused to pay, Kelvion brought suit in Oklahoma. It asserted quantum meruit and unjust enrichment claims, arguing the forum-selection clause did not apply to its equitable claims. The district court disagreed, concluding the forum-selection clause applied, and dismissed the suit under the doctrine of forum non conveniens. Finding no error in judgment, the Tenth Circuit affirmed the district court’s dismissal for forum non conveniens. View "Kelvion, Inc. v. PetroChina Canada Ltd." on Justia Law

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The Bill Barrett Corporation and YMC Royalty Company were oil and gas companies who held mineral rights in northeastern Colorado. In 2013, they had the opportunity to jointly develop two oil wells. To facilitate the drilling operations, YMC executed documents authorizing joint expenditures, accepting responsibility for costs, and electing to participate and share in the revenues. But after depositing nearly $150,000 in revenues, YMC asserted it had never entered into an enforceable joint operating agreement with Barrett and declined to pay its share of the costs. Barrett sued for breach of contract. A jury ultimately found in favor of Barrett. The district court denied YMC’s motions for judgment as a matter of law and for a new trial. After its review of the matter, the Tenth Circuit concluded the parties formed an enforceable contract under Colorado law and a reasonable jury could conclude the parties should be held to their bargain. The Court also found no reversible error in the district court's administration of trial, and affirmed that court's judgment. View "Bill Barrett Corporation v. YMC Royalty Company" on Justia Law

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Defendant-Appellant and Cross-Appellee First American Title Insurance Co. appealed a district court’s orders granting summary judgment in favor of and attorneys’ fees to Plaintiff-Appellee and Cross-Appellant Banner Bank (“the Bank”). The district court held that First American had a duty to defend and indemnify its insured, the Bank, breached the implied covenant of good faith and fair dealing, and was responsible for attorneys’ fees in this case. This resulted in an award of damages ($675,000) plus attorneys’ fees in an underlying lawsuit ($159,288), and consequential damages of attorneys’ fees in this case ($130,411.50). The Bank cross-appealed in the event that the award of consequential damages was procedurally incorrect. The Tenth Circuit concluded First American did not breach its duty of good faith and fair dealing, so any award of damages arising from that implied term was improper. Because it was error to award attorneys’ fees, arguments whether the Bank should have been awarded fees under its renewed motion for attorneys’ fees or under Rule 54(d) were moot, and the Bank’s cross-appeal under Rule 60 should have been dismissed. Because the Court concluded there was no duty to defend or indemnify, nor a breach of the implied duty of good faith and fair dealing, the damages awards could not stand. On remand, the district court was ordered to vacate its orders and judgments to the contrary and enter judgment in favor of First American. View "Banner Bank v. First American Title Insurance" on Justia Law