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NewSpin's “SwingSmart” product is a sensor module that attaches to sports equipment and analyzes the user’s swing technique, speed, and angle. Arrow representatives met with NewSpin several times in 2010-2011; NewSpin believed that Arrow knew how SwingSmart would function and understood its specifications. Arrow represented that Arrow had “successfully manufactured and provided substantially similar components for other customers.” NewSpin signed a contract with Arrow in August 2011. Arrow shipped some components to NewSpin in mid-2012. NewSpin alleges that those components were defective and did not conform to specifications. NewSpin used Arrow’s defective components to build 7,500 units; only 3,219 could be shipped to customers and, of those units, 697 were wholly inoperable. NewSpin paid Arrow $598,488 for these defective components and spent $200,000 for customer support efforts, testing, and repair, and that the defective components damaged its brand equity, reputation, and vendor relationships. The district court dismissed NewSpin’s January 2017 complaint as untimely, reasoning the Agreement was predominantly a contract for the sale of goods subject to the UCC’s four-year statute of limitations. The Seventh Circuit affirmed with respect to the contract-based claims and the unjust enrichment and negligent misrepresentation claims, which are duplicative of the contract claims. The court reversed the dismissal of fraud claims, applying Illinois’s five-year limitations period. As to procedural matters, the law of the forum controls over the contract's choice of law provision. View "NewSpin Sports, LLC v. Arrow Electronics, Inc." on Justia Law

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This case arose out of a dispute between an employer, MyWebGrocer, and an employee, David Tanzer, regarding the payment of phantom shares MyWebGrocer promised in an agreement between the parties. MyWebGrocer appealed when the trial court granted summary judgment in Tanzer's favor, finding that MyWebGrocer breached this agreement. The employer also appealed the jury verdict finding that the company breached the covenant of good faith and fair dealing, the jury’s damages awards, and a post-verdict order awarding Tanzer attorney’s fees in connection with the litigation between the parties. Tanzer appealed the trial court’s post-verdict decision on attorney’s fees as well, arguing that the court erroneously limited the amount of fees that he could collect. Tanzer also appealed the trial court’s decision on summary judgment that the amount he was due under the phantom share plan did not fall within the definition of wages for purposes of Vermont’s wage statutes. After review, the Vermont Supreme Court reversed the trial court’s decision regarding whether MyWebGrocer breached the parties’ agreement and vacated the jury’s verdict and damages awards in connection with Tanzer’s claim that MyWebGrocer breached the covenant of good faith and fair dealing. The Supreme Court also reversed the trial court’s decision at summary judgment on Tanzer’s statutory claim and concluded the value of the phantom shares fell within the relevant statutory definition of wages. The Court did not need to address the court’s post-verdict decision regarding whether Tanzer could collect attorney’s fees. View "Tanzer v. MyWebGrocer, Inc." on Justia Law

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The First Circuit affirmed the district judge’s order sending Appellant’s case to arbitration, holding that the arbitration agreement between the parties was enforceable and did not fail for lack of consideration or unconscionability. Appellant and his employer entered into an agreement outlining the terms for Appellant’s continued at-will employment, which included an arbitration agreement. After Appellant was fired, Appellant filed this federal court lawsuit against Appellees alleging that his discharged violated several federal and state laws. Appellees moved to dismiss the complaint and compel arbitration. In response, Appellant argued that the arbitration agreement was unenforceable for lack of consideration and that the agreement was unconscionable and thus, unenforceable. The district court granted Appellees’ motion, concluding that a valid and enforceable arbitration agreement existed between the parties. The First Circuit affirmed, holding that both Appellant’s consideration and unconscionability arguments failed. View "Britto v. Prospect CharterCare SJHSRI, LLC" on Justia Law

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The First Circuit reversed the decision of the district court denying Defendants’ motion to dismiss Plaintiff’s complaint and compel arbitration based on the parties’ signed arbitration agreement, holding that, contrary to the conclusion of the district court, Defendants’ offer of continued at-will employment was valid consideration for the agreement. Plaintiff’s complaint alleged that Defendants fired him in violation of the Family Medical Leave Act and the Rhode Island Parental and Family Medical Leave Act. Defendants filed a motion to dismiss the case and compel arbitration. The district court denied the motion, concluding that the agreement failed for lack of consideration. The First Circuit reversed, holding (1) the agreement was supported by adequate consideration; and (2) Plaintiff’s motion to supplement the record is denied. The Court remanded the case with instructions to grant Defendants’ motion to dismiss and compel arbitration. View "Conduragis v. Prospect CharterCARE, LLC" on Justia Law

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In this contract dispute over an offset provision in an oil and gas lease the Supreme Court reversed the judgment of the court of appeals reversing the trial court’s judgment in the lessee’s favor, holding that the court of appeals read a requirement into the lease that its unambiguous language did not support. In reversing, the court of appeals concluded that the lessee did not conclusively prove that it complied with the offset provision. The Supreme Court reversed the court of appeals’ judgment and reinstated the trial court’s judgment s modified to remove the award of appellate attorney’s fees, holding (1) the offset provision contained specific requirements, and the lessee met those requirements; and (2) the court of appeals’ reading of the offset provision to contain a proximity requirement constituted a significant deviation from the language the parties chose. View "Murphy Exploration & Production Co. v. Adams" on Justia Law

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Montecito neighbors had a dispute over an easement created by recording in 1994, which contained an unpaved road. The owner of the burdened property wanted the easement limited to historical use; a new owner of the other property wanted to use the road for construction traffic and asserted that he might pave the road. The trial court “interpreted” the easement, ruled that the easement was ambiguous, decided the case based upon extrinsic evidence of historic use, and added language limiting the easement. The court of appeal reversed and remanded with directions, noting that the use of the easement for construction traffic has become a moot issue. An ambiguity is not apparent from the “failure” to specify how frequently the road can be used or the type of vehicle allowed on the road, but ambiguity is not the test for admission of extrinsic evidence. A bona fide purchaser could reasonably rely on the language of the grant of the easement, which gave him “a use limited only by the requirement that it be reasonably necessary and consistent with the purpose[] for which the easement was granted,” i.e., “access, ingress, and egress to vehicles and pedestrians.” View "Zissler v. Saville" on Justia Law

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The Supreme Court vacated the decision of the court of appeals reversing the judgment of the district court that concluded that a fee agreement between the parties was not void and thus ordering arbitration, holding that the district court erred by directing entry of final judgment rather than staying the proceedings, and therefore, there was no proper final judgment from which to take an appeal. Plaintiffs sued Defendants after learning that Defendants had provided brokerage services to Plaintiffs without the requisite state license. Specifically, Plaintiffs alleged that the fee agreement obligating Defendants to pay for the services provided was void as against public policy. Defendants, in turn, moved to compel arbitration pursuant to the terms of the fee agreement and to dismiss or to stay the underlying proceedings. The district court ordered arbitration and dismissed the case, concluding that the fee agreement was not void. The court of appeals reversed, determining that the fee agreement was void. The Supreme Court vacated the court of appeals’ decision, holding that the district court erred by dismissing the case instead of staying proceedings and that the court of appeals erred when it concluded that it had jurisdiction over the merits of this case. View "Woischke v. Stursberg & Fine, Inc." on Justia Law

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JRI contracted with the City of Los Angeles Department of Airports (LAWA), to provide LAWA specialized airport firefighting trucks. Each sued the other for breach of the contract. LAWA further alleged JRI violated the California False Claims Act (CFCA), Government Code section 12650, asserting that when JRI submitted it[s] invoices for progress payments and final payments, JRI knew that it was not in compliance with the contract and sought to defraud the government entity LAWA into making payments and that JRI fraudulently induced LAWA to enter into the contract. LAWA was awarded $1 in contract damages. LAWA’s CFCA claim was rejected by the jury, as were JRI’s claims against LAWA. The court awarded LAWA costs as a prevailing party on the contract claims but awarded JRI attorney fees on the CFCA claim, finding the claim frivolous and harassing. The court of appeal affirmed JRI “prevail[ed] in the action” under the relevant CFCA fee provision (section 12652(g)(9)(B);) regardless of its failure to prevail in the action as a whole. View "John Russo Industrial Sheetmetal, Inc. v. City of Los Angeles Department of Airports" on Justia Law

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Sleepyʹs purchased beds from the Select Comfort for resale in Sleepyʹs stores and suspected that Select Comfort was disparaging Sleepyʹs stores and the particular line of Select Comfort beds it sold. Sleepy’s sued, alleging slander per se, breach of contract, unfair competition, breach of the implied covenant of good faith and fair dealing, and the Lanham Act. After a bench trial, the district court dismissed. On remand, a different district judge entered a judgment for Select Comfort on the merits and concluded that attorneyʹs fees were warranted because the case was ʺexceptionalʺ under the Lanham Act. The Second Circuit vacated the dismissal of Sleepyʹs slander claims. That dismissal had been on the ground that the publication element cannot be met under New York law when the statement in question is only made to the plaintiffʹs representatives--”secret shoppers” sent into Select Comfort stores by Sleepy’s. The Second Circuit remanded for a determination of whether the plaintiff consented to the slanderous statements by engaging the secret shoppers. The district court was directed to apply the “Octane Fitness” standard for evaluating whether a Lanham Act claim is ʺexceptional.ʺ The district court erred by not sufficiently explaining or justifying the amount of the defendantsʹ attorneyʹs fees. View "Sleepy's LLC v. Select Comfort Wholesale Corp." on Justia Law

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The Supreme Judicial Court affirmed the order of the superior court allowing Defendant’s motion to dismiss this complaint seeking a judgment declaring that an appraisal was invalid and nonbinding and breach of the covenant of good faith and fair dealing, holding that the common-law rule established in Eliot v. Coulee, 322 Mass. 86, 91 (1947), properly balances the need for fair valuations with the need for finality in the appraisal process and that an appearance of bias alone is insufficient to invalidate an appraisal. The common-law rule established in Eliot provides that where parties agree that the fair value of a property shall be determined by an appraiser, the correctness of the methods of the appraiser’s valuation cannot be inquired into by the courts in the absence of fraud, corruption, dishonesty or bad faith. Plaintiff asked the Court to modify the rule to allow a judge to invalidate an appraisal where there is the appearance of bias on the part of the entity that employed the individual appraiser. The Supreme Judicial Court declined to modify the common-law rule and affirmed the dismissal of this case, holding that the facts alleged did not require a court to invalidate an independent appraisal agreed to by the parties. View "Buffalo-Water 1, LLC v. Fidelity Real Estate Company, LLC" on Justia Law