Justia Contracts Opinion Summaries

Vanguard offers retail securities brokerage accounts. Its website stated that Vanguard offered a price of “$2 commissions for stock . . . trades” for customers who maintained a balance in Vanguard accounts of $500,000-$1,000,000. The Taksirs, whose holdings met that threshold, used Vanguard to purchase Nokia stock. Vanguard charged them a $7 commission for each of their respective purchases, stating that the Taksirs’ accounts “are not eligible for discounts for trading stocks and other brokerage securities because of IRS nondiscrimination rules” and that “[u]nfortunately, this information is not listed on the Vanguard Brokerage Commission and Fee Schedule.” Weeks later, Orit Taksir acquired additional Nokia stock in the same Vanguard account and was charged a $2 commission. The Taksirs filed a putative class action for fraud or deception under Pennsylvania’s Unfair Trade Practices and Consumer Protection Law and breach of contract. The district court dismissed the UTPCPL claim but denied Vanguard’s motion to dismiss the contract claim. On interlocutory appeal, the Third Circuit affirmed. The Securities Litigation Uniform Standards Act of 1998, 15 U.S.C. 78bb, does not bars investors’ claims that their broker overcharged them for the execution of securities transactions. The issue is whether the overcharges constitute “misrepresentation . . . in connection with the purchase or sale of a covered security.” The overcharges do not have a “connection that matters” to the securities transactions. View "Taksir v. Vanguard Group" on Justia Law

Employees at Akers's manufacturing facility were union members, represented by USW under collective bargaining agreements (CBAs). In 2016, Akers was acquired by Ampco. Former Akers employees who had retired but were under age 65 (not eligible for Medicare) then paid $195 per month for their healthcare. Ampco planned to eliminate that benefit for those who had retired before March 2015. The new plan would require retirees to purchase health insurance on the private market and then be reimbursed up to $500 per month for individuals ($700 for families), for five years. Retirees cited a February 2015 memorandum of agreement (MOA), providing that “[c]urrent retirees will remain on their existing Plan ($195.00 monthly premium).” USW filed a grievance. Ampco rejected the grievance, claiming that the Union no longer represented the retirees. USW and Cup, who retired from the plant in 2014, on behalf of a class, filed a non-substantive claim compelling arbitration under the Labor Management Relations Act, 29 U.S.C. 185; a claim to enforce the CBA; and, alternatively, a claim under the Employee Retirement Income Security Act, 29 U.S.C. 1132(a). Having ruled in the Union’s favor on the arbitration count, the court dismissed the substantive counts. The Third Circuit stayed enforcement of the arbitration order, then concluded that the dispute is not subject to arbitration under the CBA because retiree health benefits are not covered by the CBA. Retiree health benefits are discussed in the MOA, which was never incorporated into the CBA; whether the omission was was intentional or inadvertent, the contracts must be enforced as written. View "Cup v. Ampco Pittsburgh Corp" on Justia Law

Plaintiffs, licensed taxi and limousine operators, sued under 42 U.S.C. 1983, challenging an agreement between Newark and Uber as violating their rights under the Takings, Due Process, and Equal Protection Clauses. In order to operate in Newark without taxi medallions or commercial driver’s licenses, setting its own rates, Uber agreed to pay the city $1 million per year for 10 years; to provide $1.5 million in liability insurance for each of its drivers; to have a third-party provider conduct background checks on its drivers. The Third Circuit affirmed the dismissal of the suit. The agreement places the plaintiffs in an “undoubtedly difficult position” but the situation cannot be remedied through constitutional claims. Even if plaintiffs have a legally cognizable property interest in the medallions themselves, they remain in possession of and able to use their taxi medallions to conduct business. The decrease in the market value of the medallions is not sufficient to constitute a cognizable property interest necessary to state a claim under the Takings Clause. The city controls the number of medallions in circulation and maintains the ability to flood the market with medallions. With respect to equal protection, it is rational for the city to determine that customers require greater protections before accepting a ride from a taxi on the street than before accepting a ride where they are given the relevant information in advance. View "Newark Cab Association v. City of Newark" on Justia Law

Reading, a Pennsylvania not-for-profit health system, issued auction rate securities (ARSs) to finance capital projects. J.P. Morgan was the underwriter and broker-dealer. Reading claims that J.P. Morgan and others artificially propped up the ARS market through undisclosed support bidding; when they stopped in 2008, the market collapsed. Reading filed state law claims and demanded arbitration with the Financial Industry Regulatory Authority (FINRA). The 2005 and 2007 broker-dealer agreements state “all actions and proceedings arising out of” the agreements or ARS transactions must be filed in the Southern District of New York. Reading filed a claim under FINRA Rule 12200, which requires a FINRA member (J.P. Morgan) to arbitrate any dispute at the customer’s request. J.P. Morgan refused, arguing that the forum-selection clauses in the 2005 and 2007 broker-dealer agreements constituted a waiver of Reading’s right to arbitrate under Rule 12200. The Third Circuit affirmed the Eastern District of Pennsylvania, which resolved the transfer dispute before the arbitrability dispute, declined to transfer the action, and required J.P. Morgan to submit to arbitration. Reading’s right to arbitrate is not contractual but arises out of a binding, regulatory rule, adopted by FINRA and approved by the SEC. Condoning an implicit waiver of Reading’s regulatory right to arbitrate would erode investors’ ability to use a cost-effective means of resolving allegations of misconduct and undermine FINRA’s ability to oversee and remedy such misconduct. View "Reading Health System v. Bear Stearns & Co., Inc." on Justia Law

Sports Medicine performed shoulder surgery on “Joshua,” who was covered by a health insurance plan, and charged Joshua for the procedure. Because it did not participate in the insurers’ network, Sports Medicine was not limited to the insurer’s fee schedule and charged Joshua $58,400, submitting a claim in that amount to the insurers on Joshua’s behalf. The claim form indicated that Joshua had “authorize[d] payment of medical benefits.” The insurer processed Joshua’s claim according to its out-of-network cap of $2,633, applying his deductible of $2,000 and his 50% coinsurance of $316, issuing him a reimbursement check for the remaining $316, and informing him that he would still owe Sports Medicine the remaining $58,083. Sports Medicine appealed through the insurers’ internal administrative process and had Joshua sign an “Assignment of Benefits & Ltd. Power of Attorney.” Sports Medicine later sued for violations of the Employee Retirement Income Security Act (ERISA), and breach of contract, citing public policy. The district court dismissed for lack of standing because Joshua’s insurance plan included an anti-assignment clause. The Third Circuit affirmed, holding that the anti-assignment clause is not inconsistent with ERISA and is enforceable. View "American Orthopedic & Sports Medicine v. Independence Blue Cross Blue Shield" on Justia Law

After paying a total of $15,493.00 on his $5,000 loan, MacDonald filed a putative class action concerning the loan agreement. He cited RICO and New Jersey state usury and consumer laws, arguing that the agreement is usurious and unconscionable for containing a provision requiring that all disputes be resolved through arbitration conducted by a representative of the Cheyenne River Sioux Tribe (CRST) and a clause that delegates questions about the arbitration provision’s enforceability to the arbitrator. No CRST arbitral forum exists. The agreement also purported to waive all of the borrower’s state and federal statutory rights. The district court denied a motion to compel arbitration. The Third Circuit affirmed, concluding that the agreement directs arbitration to an illusory forum without a provision for an alternative forum, and the forum selection clause is not severable, so that the entire agreement to arbitrate, including the delegation clause, is unenforceable. View "MacDonald v. Cashcall Inc." on Justia Law

After paying a total of $15,493.00 on his $5,000 loan, MacDonald filed a putative class action concerning the loan agreement. He cited RICO and New Jersey state usury and consumer laws, arguing that the agreement is usurious and unconscionable for containing a provision requiring that all disputes be resolved through arbitration conducted by a representative of the Cheyenne River Sioux Tribe (CRST) and a clause that delegates questions about the arbitration provision’s enforceability to the arbitrator. No CRST arbitral forum exists. The agreement also purported to waive all of the borrower’s state and federal statutory rights. The district court denied a motion to compel arbitration. The Third Circuit affirmed, concluding that the agreement directs arbitration to an illusory forum without a provision for an alternative forum, and the forum selection clause is not severable, so that the entire agreement to arbitrate, including the delegation clause, is unenforceable. View "MacDonald v. Cashcall Inc." on Justia Law

Collins, who worked as a Mary Kay beauty consultant in New Jersey, brought a putative class action, claiming that Mary Kay policies and practices violated the New Jersey Wage Payment Law. Mary Kay, a Texas-based company, moved to dismiss on forum non conveniens grounds, relying on written agreements that set forth the parties’ relationship. Both contained forum selection clauses specifying that legal claims would be submitted to Texas state court and contained choice-of-law clauses stating that Texas law would apply. The district court granted Mary Kay’s motion. The Third Circuit affirmed. Although Collins argued that her claims fell outside the scope of the forum-selection clause, Texas contract law applies to govern the interpretation of that clause. The parties have a substantial relationship to the state of Texas and there is no evidence New Jersey has a “materially greater interest” in the application of its own contract law to the interpretation of the forum selection clauses, or that application of Texas contract law to interpret the scope of the forum selection clauses would offend the “fundamental policy” of New Jersey. View "Collins v. Mary Kay Inc" on Justia Law

Zuber, employed by Boscov’s at Fairgrounds Farmers’ Market in Reading, Pennsylvania, suffered an injury at work, immediately filed a workers’ compensation claim, and received work leave. About two weeks after Zuber returned to work, Boscov’s fired Zuber, Months later, Boscov’s and Zuber signed a Compromise and Release Agreement before the Pennsylvania Department of Labor and Industry Workers’ Compensation Office. Zuber later sued under the Family and Medical Leave Act, 29 U.S.C. 2617, and common law, claiming that Boscov’s failed to notify him of his FMLA rights and to designate his leave as FMLA protected; retaliated against him for exercising his FMLA rights; and retaliated against him for filing a workers’ compensation claim. The district court dismissed, based on a release provision in the Agreement. The Third Circuit reversed, based on the Agreement’s references to “benefits” and “monies of any kind,” “in connection with the alleged 8/12/2015 [sic] work injury claim as well as any other work injury claim(s).” Zuber seeks benefits and monies from FMLA and common law claims, not from matters related to the injury. View "Zuber v. Boscov's, Inc." on Justia Law

The “Sunoco Rewards Program,” which Sunoco advertised, offered customers who buy gas at Sunoco locations using a Citibank-issued credit card a five-cent per gallon discount either at the pump or on their monthly billing statements. The “Terms and Conditions of Offer” sheet, indicating that Citibank is the issuer of the Card, stated that by applying for the card, the applicant authorized Citibank to “share with Sunoco® and its affiliates experiential and transactional information regarding your activity with us.” Sunoco was not a corporate affiliate of and had no ownership interest in Citibank and vice versa. White obtained a Sunoco Rewards Card from Citibank in 2013. He made fuel purchases with the card at various Sunoco-branded gas station locations. White filed a purported class action against Sunoco, not Citibank, alleging that “[c]ontrary to its clear and express representations, Sunoco does not apply a 5¢/gallon discount on all fuel purchases made by cardholders at every Sunoco location. Sunoco omits this material information to induce customers to sign-up for the Sunoco. The Third Circuit affirmed the denial of Sunoco’s motion to compel arbitration. Sunoco, a non-signatory to the credit card agreement and not mentioned in the agreement, cannot compel White to arbitrate. View "White v. Sunoco Inc" on Justia Law