Justia Contracts Opinion Summaries

Six4Three, LLC developed an app called "Pikinis" that allowed users to search for photos of people in bathing suits on Facebook. Six4Three sued Facebook, Inc. and six individuals, alleging a "bait-and-switch" scheme where Facebook initially provided developers with access to data but later restricted it. Six4Three claimed this restriction harmed their business.The case began in April 2015, with Six4Three filing against Facebook. Facebook responded with demurrers, leading to multiple amended complaints. The trial court allowed new causes of action but not new defendants. Six4Three filed a third amended complaint and sought to add individual defendants through a writ of mandate. The trial court sustained some demurrers and granted summary adjudication on certain damages. Six4Three's fourth amended complaint included eight causes of action against Facebook. Facebook filed an anti-SLAPP motion, and the trial court initially denied it as untimely but granted the individual defendants' anti-SLAPP motion. On appeal, the denial of Facebook's motion was affirmed, but the individual defendants' motion was remanded for reconsideration.The California Court of Appeal, First Appellate District, reviewed the case. The court found that the trial court did not abuse its discretion in considering Facebook's untimely anti-SLAPP motion after granting the individual defendants' motion. The court also held that Six4Three failed to demonstrate the commercial speech exception to the anti-SLAPP statute and did not show a probability of prevailing on its claims. The court affirmed the trial court's orders granting the anti-SLAPP motions and awarding $683,417.50 in attorney fees to the defendants. The court concluded that section 230 of the Communications Decency Act barred Six4Three's non-contract claims and that Six4Three did not show a probability of prevailing on its breach of contract claim. View "Six4Three v. Facebook" on Justia Law

Real Time Medical Systems, LLC provides analytics services to skilled nursing facilities by accessing health records from PointClickCare Technologies, Inc., which operates a system hosting patients’ electronic health records. Real Time uses automated bots to access these records. PointClickCare, citing security and performance concerns, blocked users suspected of using bots. Real Time sued to stop PointClickCare from restricting its access, and the district court granted a preliminary injunction in favor of Real Time.The United States District Court for the District of Maryland granted Real Time a preliminary injunction, finding that PointClickCare’s actions likely constituted information blocking under the 21st Century Cures Act. The court concluded that Real Time was likely to succeed on the merits of its claims for unfair competition and tortious interference with contracts. The court also found that Real Time would suffer irreparable harm without the injunction, that the balance of equities favored Real Time, and that the public interest supported granting the injunction.The United States Court of Appeals for the Fourth Circuit reviewed the case and affirmed the district court’s decision. The Fourth Circuit agreed that Real Time was likely to succeed on the merits of its unfair competition claim, as PointClickCare’s actions likely violated the Cures Act’s prohibition on information blocking. The court found that PointClickCare failed to demonstrate that any exceptions to the information-blocking provision applied. The court also agreed that Real Time would suffer irreparable harm without the injunction, that the balance of equities favored Real Time, and that the public interest supported the injunction. The court concluded that the district court did not abuse its discretion in granting the preliminary injunction. View "Real Time Medical Systems, Inc. v. PointClickCare Technologies, Inc." on Justia Law

The case involves a dispute over the lease of a commercial property that has lasted nearly eight years. The plaintiff brought claims against the defendants for breach of contract, breach of the implied covenant of good faith and fair dealing, and a violation of G. L. c. 93A. The plaintiff prevailed at trial and was awarded a monetary judgment of over $20 million. The defendants paid the full amount of the judgment but notified the plaintiff that they intended to exercise their appellate rights.The Superior Court initially handled the case, and the plaintiff prevailed. The defendants appealed, and the Appeals Court affirmed the judgment. The defendants then sought further appellate review, which the Supreme Judicial Court granted, limited to issues related to postjudgment interest.The Supreme Judicial Court of Massachusetts reviewed the case and held that the exercise of appellate rights does not constitute a condition on the payment of a judgment. Therefore, the judgment was fully satisfied when it was paid in full, and the accrual of postjudgment interest halted upon payment. The court concluded that postjudgment interest is meant to compensate the prevailing party for the loss of the use of money when damages are not paid on time, not to punish or discourage appeals. The court reversed the portion of the lower court's order that allowed for the accrual of postjudgment interest after the defendants' payment in full. View "H1 Lincoln, Inc. v. South Washington Street, LLC" on Justia Law

The case involves a dispute between several car dealers (Thornhill Auto Group, Moses Ford, and Astorg Ford of Parkersburg) and Ford Motor Company. The dealers had renovated their facilities to meet Ford's Trustmark standards under a voluntary Facility Assistance Program, which provided matching funds up to $750,000. These renovations included specific franchisor image elements required and approved by Ford. Later, Ford introduced the Lincoln Commitment Program (LCP), which offered additional incentives for dealers who constructed exclusive Lincoln facilities, known as Vitrine facilities. The dealers did not meet the new LCP standards and thus did not receive the full incentives.The dealers filed a lawsuit in the United States District Court for the Southern District of West Virginia, arguing that Ford's actions violated West Virginia Code section 17A-6A-10(1)(i). This statute prohibits manufacturers from requiring dealers to replace or substantially alter franchisor image elements installed within the preceding ten years if those elements were required and approved by the manufacturer. The district court found that the issue was a question of first impression and certified the question to the Supreme Court of Appeals of West Virginia.The Supreme Court of Appeals of West Virginia held that the ten-year grandfather clause in West Virginia Code section 17A-6A-10(1)(i) applies to the dealers. The Court found that the dealers' renovations under the Facility Assistance Program, which included franchisor image elements required and approved by Ford, fell within the statute's protection. Therefore, Ford could not require the dealers to replace or substantially alter those elements within ten years of their installation. The Court answered the certified question in the affirmative and remanded the case to the district court for further proceedings. View "West Virginia Automobile and Truck Dealers' Association v. Ford Motor Co." on Justia Law

Charles Bich and the Bruno Bich Trust made a series of loans to WW3 LLC, owned by Curt Waldvogel, for constructing an oil-processing facility in North Dakota. Waldvogel assured the Bichs that their investment would be secured by real and personal property. However, the project failed, and the Bichs did not recover their investment, leading them to sue for breach of contract.The Eastern District of Wisconsin court found that Waldvogel's promise to secure the loans with property was a "special promise" under Wisconsin law, requiring compliance with the statute of frauds. Since there was no written agreement meeting the statute's requirements, the court ruled the loan agreement unenforceable. The court also determined that the promise would have constituted a mortgage, which also needed to satisfy the statute of frauds. The court granted summary judgment to the defendants on the breach of contract claim but allowed the unjust enrichment claim to proceed to trial. The jury awarded the Bichs $200,000 for unjust enrichment, and the court held Waldvogel and WW3 jointly and severally liable.The United States Court of Appeals for the Seventh Circuit reviewed the case. The court affirmed the district court's decision, agreeing that the promise to secure the loans with property was a mortgage under Wisconsin law and required a written agreement to be enforceable. The court found that the emails exchanged between the parties did not constitute a final agreement and did not meet the statute of frauds' requirements. Consequently, the breach of contract claim failed, and the unjust enrichment award remained the only compensation for the Bichs. View "Bich v WW3 LLC" on Justia Law

Piedmont Comprehensive Pain Management Group, LLC ("Piedmont") provides pain-management care and had a business arrangement with DocRx Dispensing, Inc. ("DRD") for billing and collection services. DRD collected payments from insurance companies for medications dispensed by Piedmont and kept a portion as compensation. In 2022, Piedmont sued DRD and other related entities and individuals, alleging breach of contract, unjust enrichment, and various tort-based claims, accusing them of improperly depriving Piedmont of funds owed for dispensing medications.The Mobile Circuit Court initially granted the defendants' motion to compel arbitration based on an April 2017 agreement between Piedmont and DRD, which included an arbitration clause. The court stayed the action pending arbitration. During arbitration, the defendants produced a later August 2017 agreement, which also contained an arbitration clause and was signed by both parties. Piedmont then requested the trial court to lift the stay, arguing that the defendants could not insist on arbitration while denying the existence of the April 2017 agreement. The trial court lifted the stay, and the defendants appealed.The Supreme Court of Alabama reviewed the case de novo. The court held that claims based on the August 2017 agreement, which was signed by both parties, must be arbitrated. The court also noted that the trial court's initial order compelling arbitration of claims based on the April 2017 agreement was a final judgment, and Piedmont's failure to appeal within the required time frame meant the trial court had no jurisdiction to set aside that order. Consequently, the Supreme Court of Alabama reversed the trial court's order lifting the stay and remanded the case for further proceedings consistent with its opinion. View "DocRx, Inc. v. Piedmont Comprehensive Pain Management Group, LLC" on Justia Law

Mark Lovil, the manager of R.K. Metals, LLC, signed a commercial lease with E&E, Co. Inc. in 2015 in his representative capacity. The lease did not include a personal guaranty or arbitration clause. R.K. Metals became delinquent in rent payments, leading E&E to require a new lease in 2018, which included both a personal guaranty and an arbitration clause. Lovil signed the new lease as president of R.K. Metals, but R.K. Metals claimed they were unaware of the new clauses until the final version was delivered.R.K. Metals filed a complaint in the Lee County Circuit Court in May 2020, seeking declaratory relief and asserting breach-of-contract claims. The circuit court found the lease enforceable and ordered arbitration. E&E sought to include Lovil personally in the arbitration, leading to a determination of his status as guarantor. The circuit court granted E&E’s Motion for Summary Judgment, finding Lovil personally liable as guarantor and a necessary party to arbitration.The Supreme Court of Mississippi reviewed the case de novo. The court held that Lovil’s signature on the lease, despite his corporate designation, bound him personally as guarantor due to the clear language of the guaranty clause. The court also found that Lovil, as personal guarantor, was bound by the arbitration clause. The court applied the doctrine of equitable estoppel, noting Lovil’s close legal relationship with R.K. Metals, and concluded that he must participate in arbitration.The Supreme Court of Mississippi affirmed the circuit court’s judgment, holding that Lovil is personally bound as guarantor and compelled to participate in arbitration. View "R.K. Metals, LLC v. E & E Co., Inc." on Justia Law

Golden Gate/S.E.T. Retail of Nevada, LLC, purchased an underground storage tank from Modern Welding Company of California, Inc. in 2008, which came with a one-year express warranty. In 2016, Golden Gate discovered a crack in the tank and sought replacement under the warranty, but Modern refused, citing the expired warranty. Golden Gate sued Modern, among others, initially for negligence and breach of express warranty, later amending the complaint to include a breach of implied warranty claim.The Second Judicial District Court in Washoe County granted summary judgment in favor of Modern, finding that both the express and implied warranty claims were time-barred. The court also awarded Modern attorney fees and costs. Golden Gate appealed, arguing that the discovery rule should toll the statute of limitations for the implied warranty claim.The Supreme Court of Nevada reviewed the case and held that discovery tolling does not apply to breach of implied warranty claims under the Nevada Uniform Commercial Code (UCC). The court emphasized that NRS 104.2725(2) specifies that a cause of action for breach of warranty accrues upon delivery of the goods, regardless of the buyer's knowledge of the breach. Therefore, Golden Gate's implied warranty claim, filed in 2019, was time-barred as the statute of limitations expired in 2012.Additionally, the Supreme Court found no abuse of discretion in the district court's award of attorney fees to Modern. The court affirmed the district court's judgment, including the summary judgment and the post-judgment award of attorney fees. View "Golden Gate/S.E.T. Retail of Nevada, LLC v. Modern Welding Co. of California, Inc." on Justia Law

The case involves a dispute arising from a 2016 real estate transaction in which the Bauers sold residential property in Crawford County to the Beamons. The Beamons filed a complaint with two claims under the theory of fraud and deceit, seeking both monetary damages and equitable rescission of the contract. Before trial, the Beamons elected remedies associated with their equitable claim, leading to a bench trial. The circuit court rejected the rescission claim but awarded damages for breach of contract and granted the Beamons' motion for attorney’s fees.The Bauers appealed to the Arkansas Supreme Court, arguing that the circuit court erred in awarding damages for breach of contract and attorney’s fees. The Beamons cross-appealed, arguing the court erred in denying their rescission request. The Arkansas Supreme Court reversed the circuit court’s award of damages for breach of contract, affirmed the denial of rescission, and noted it lacked jurisdiction to review the attorney’s fees award due to the Bauers' failure to file an amended notice of appeal.Following the mandate, the Bauers filed motions for their own attorney’s fees and to set aside the Beamons' attorney’s-fee judgment. The circuit court concluded it lacked jurisdiction to consider these motions. The Bauers appealed this decision.The Arkansas Supreme Court reviewed the case and held that the circuit court erred in concluding it lacked jurisdiction. The court clarified that the mandate did not foreclose the circuit court from ruling on new motions for attorney’s fees, which are collateral matters, or on a motion to set aside a judgment for fraud under Arkansas Rule of Civil Procedure 60(c)(4). Consequently, the Arkansas Supreme Court reversed the circuit court’s decision and remanded the case for further proceedings on the Bauers' motions. View "BAUER v. BEAMON" on Justia Law

DCA Capitol Hill LTAC, LLC and DCA Capitol Hill SNF, LLC (collectively, “DCA”) leased a property from Capitol Hill Group (“CHG”) in Northeast Washington, DC, to operate a long-term acute care hospital and skilled nursing facility. In 2015, DCA began withholding rent payments, claiming dissatisfaction with CHG’s installation of a new HVAC system and generator. CHG sued for breach of contract, and DCA counterclaimed for declaratory relief, breach of contract, and fraud, alleging misrepresentations by CHG.The Superior Court of the District of Columbia granted summary judgment to CHG on DCA’s fraud counterclaims related to pre-lease representations, citing the lease’s integration clauses. After a bench trial, the court ruled in favor of CHG on its breach-of-contract claim and DCA’s counterclaims, finding that CHG had fulfilled its obligations regarding the HVAC system and generator work. The court also awarded CHG attorneys’ fees based on a provision in the lease.The District of Columbia Court of Appeals affirmed the trial court’s rulings. The appellate court held that DCA’s fraud claims related to pre-lease representations failed as a matter of law because DCA’s reliance on the alleged misrepresentations was unreasonable. The court also concluded that CHG had not breached the lease, as the term “new HVAC system” did not include distribution components, and CHG had fulfilled its generator-related obligations by replacing one generator. The court upheld the trial court’s award of attorneys’ fees to CHG, finding no abuse of discretion.The case was remanded to the trial court to consider whether to award CHG attorneys’ fees associated with the appeal. View "DCA Capitol Hill LTAC, LLC v. Capitol Hill Group" on Justia Law