Justia Contracts Opinion Summaries

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After Hamas fired rockets from Gaza into Israel, Universal moved the production of their televisions series out of Jerusalem at significant expense. Universal filed an insurance claim for coverage of those costs under a television production insurance policy and the insurer, Atlantic, denied coverage based on the policy's war exclusions. The Ninth Circuit reversed the district court's grant of summary judgment for Atlantic in part and held that Atlantic breached its contract when it denied coverage by defining Hamas' conduct as "war" or "warlike action by a military force." Because the district court did not address the third war exclusion regarding whether Hamas' actions constituted "insurrection, rebellion, or revolution," the panel remanded for the district court to address that question in the first instance. Consequently, the panel vacated the district court's grant of summary judgment on Universal's bad faith claim because it turned on the district court's erroneous analysis of the first two war exclusions. The panel remanded for further proceedings. View "Universal Cable Productions, LLC v. Atlantic Specialty Insurance Co." on Justia Law

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In May 2009 Jesse Collens, then 21 years old, was permanently injured in a bicycle accident that left him a C-1 quadriplegic, paralyzed from the neck down, and dependent on a ventilator to breathe. In December 2009 he contracted with Maxim Healthcare Services, a national healthcare corporation with a home healthcare division, to provide his nursing care. In late 2011 issues arose between Collens and Maxim over the company’s management of his care. These issues escalated, and in early March 2012, Alaina Adkins, Maxim’s Alaska office manager, met with Collens to discuss his main concerns with Maxim’s services. The following business day, Adkins emailed various members of Maxim’s legal and administrative staff about one of the issues Collens had raised. Internal concerns surfaced about the legal compliance of the staff working with Collens. In an email responding to the report, Maxim’s area vice president wrote, “We are in dangerous territory right now with the liability of this case and we are going to have to seriously consider discharge.” Collens’s care plan was subject to routine recertification every 60 days; Maxim’s Alaska Director of Clinical Services visited Collens’s house to complete the review necessary for this recertification, noting “discharge is not warranted.” Concurrent to the recertification, Adkins requested Maxim’s legal department provide her a draft discharge letter for Collens. The draft letter stated the discharge had been discussed with Collens’s physician and care coordinator and that they agreed with the discharge decision. But in fact neither approved the discharge. The draft letter also included a space for names of other entities that could provide the care needed by the patient. Adkins noted in an email to the legal department, “We already know that there are no providers in our area that provide this type of service.” The discharge letter she eventually delivered to Collens filled in the blank with four agency names. Adkins delivered and read aloud the discharge letter at Collens’s home on March 30. Collens sued Maxim and Adkins for breach of contract, fraudulent misrepresentation, unfair and deceptive acts and practices under Alaska’s Unfair Trade Practices and Consumer Protection Act (UTPA), and intentional infliction of emotional distress (IIED). The superior court ruled for Collens on all his claims and entered a $20,379,727.96 judgment against Adkins and Maxim, which included attorney’s fees. Maxim and Adkins appealed, arguing that: (1) they were not liable under the UTPA; (2) the superior court erred in precluding their expert witnesses from testifying at trial; (3) the court’s damages award was excessive; and (4) the court’s attorney’s fee award was unreasonable. The Alaska Supreme Court agreed the superior court’s attorney’s fee award was unreasonable, but on all other issues it affirmed the superior court’s decision. View "Maxim Healthcare Services, Inc. v. Collens" on Justia Law

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This dispute centered on whether Keith Arnold had to reimburse his former employer, Hyundai Motor Manufacturing Alabama, LLC ("HMMA"), for expenses HMMA incurred in moving Arnold from Kentucky to Alabama to begin employment at HMMA's manufacturing facility in Montgomery. When he started his employment, Arnold signed an agreement obligating him to reimburse HMMA for his relocation expenses if he voluntarily left his employment with HMMA within 24 months. Just 16 months after beginning his employment, Arnold resigned his position with HMMA. After Arnold refused to reimburse HMMA for the relocation expenses it had paid on his behalf, HMMA sued him in the Montgomery Circuit Court, asserting a breach-of-contract claim. HMMA obtained a summary judgment against Arnold for $67,534 in damages, but the trial court denied HMMA's request for prejudgment interest, attorney fees, and expenses. Arnold appealed the summary judgment in favor of HMMA. HMMA cross-appealed, arguing that under the terms of the reimbursement agreement, it was entitled to $11,710 for prejudgment interest and $20,293 for attorney fees and expenses. The Alabama Supreme Court affirmed summary judgment entered by the trial court to the extent it held that Arnold was liable for breach of contract and awarded HMMA $67,534. Because HMMA established it had a contractual right to additional sums beyond the $67,534 awarded by the trial court, the Supreme Court reversed that portion of the judgment denying HMMA's request for those additional sums and remand the cause for the trial court to enter a final judgment in favor of HMMA for $99,537, an amount that fully compensated HMMA under the reimbursement agreement. View "Arnold v. Hyundai Motor Manufacturing Alabama, LLC" on Justia Law

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Pier 1 filed suit against Revelex, alleging claims of breach of contract, fraudulent misrepresentation, negligent misrepresentation, and unjust enrichment. The Eleventh Circuit affirmed the district court's decision that the Scope of Work exists independently of the Service Agreement on the ground that Revelex has waived any argument to the contrary; affirmed the district court's decision that Pier 1's lost profits claim failed as a matter of law and that Revelex is entitled to judgment as a matter of law on that claim; and held that Pier 1 was not entitled to recover attorneys' fees. Finally, the court certified the following questions to the Florida Supreme Court: Is a contractual "exculpatory clause" that purports to insulate one of the signatories from "any … damages regardless of kind or type … whether in contract, tort (including negligence), or otherwise" enforceable? Or, alternatively, does the clause confer such sweeping immunity that it renders the entire contract in which it appears illusory? Or, finally, might the clause plausibly be construed so as to bar some but not all claims and thus save the contract from invalidation? View "Pier 1 Cruise Experts v. Revelex Corp." on Justia Law

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The Supreme Court reversed the decision of the court of appeal reversing the ruling of the trial court denying Defendants' motion for dismiss this breach of contract suit under the anti-SLAPP statutes, holding that Plaintiff met its burden of showing its breach of contract claim had "minimal merit" sufficient to defeat an anti-SLAPP motion. The parties to a tort action agreed to settle their lawsuit. The agreement, which was reduced to writing, included provisions purporting to impose confidentiality obligations on the parties and their counsel. All parties signed the agreement, and the parties' lawyers signed under a notation that they approved the agreement. Plaintiff brought this suit against Defendants, counsel in the tort action, alleging that Defendants violated the agreement by making public statements about the settlement. Defendants moved to dismiss the suit under the anti-SLAPP statutes. The trial court denied the motion. The court of appeal reversed, concluding that the notation meant only that counsel recommended their clients sign the document. The Supreme Court reversed, holding that it would be reasonable to argue that Defendants' signature on the agreement evinced a willingness to be bound by its terms. View "Monster Energy Co. v. Schechter" on Justia Law

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The Court of Chancery granted in part and denied in part Defendants' motion to dismiss Plaintiff's complaint brought in an effort to collect on an unpaid judgment, holding that one claim must be dismissed as untimely. JPMorgan Chase Bank, N.A. sued Data Treasury Corporation (DTC) and obtained a final judgment against DTC for $69 million. JPMorgan bought this action in an effort to collect on its judgment. DTC moved to dismiss all of JPMorgan's claims on a variety of grounds. JPMorgan claimed that DTC's directors should be liable for dividends DTC paid its stockholders after DTC licensed its patents to someone other than JPMorgan in violation of DTC's obligation to tell JPMorgan under a license agreement. JP Morgan also claimed it was entitled to recover the distributions because they were fraudulent transfers. The Court of Chancery held (1) JPMorgan had standing as a creditor of DTC to assert a claim under Section 174 to recover for itself and other creditors of DTC the dividends DTC paid; (2) the six-year limitations period in 8 Del. C. 174 is a statute of repose. The court thus finds that JPMorgan’s Section 174 claim must be dismissed as untimely; and (3) all of JPMorgan’s fraudulent transfer claims were timely filed. View "JPMorgan Chase Bank, N.A. v. Ballard" on Justia Law

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Plaintiff The Skinny Pancake-Hanover, LLC, appealed superior court decisions to grant partial summary judgment to defendants, Crotix and James and Susan Rubens, on plaintiff’s breach of contract claim, and that dismissed plaintiff’s claim against defendants for breach of the implied covenant of good faith and fair dealing. Plaintiff entered into a lease with defendants for a single unit in the Hanover Park Condominium building. The lease gave plaintiff the option to purchase its rental unit along with certain other units in the building. Less than a year later, plaintiff notified defendants it wanted to exercise its purchase option. Defendants “declined” plaintiff’s request, stating that plaintiff’s attempted exercise of the option was untimely under the terms of the agreement. Plaintiff sued; defendants answered, asserting the notice plaintiff sent regarding purchase of the rental unit was insufficient to trigger the option under the original lease agreement. Finding the superior court did not err in granting judgment in favor of defendants, the New Hampshire Supreme Court affirmed. View "The Skinny Pancake-Hanover, LLC v. Crotix" on Justia Law

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Ali A. El-Khalil sue his former employer and several individuals (collectively, defendants): Oakwood Healthcare, Inc.; Oakwood Hospital–Southshore; Oakwood Hospital–Dearborn; Dr. Roderick Boyes, M.D.; and Dr. Iqbal Nasir, M.D.. Plaintiff alleged breach of contract based on an alleged breach of medical staff bylaws that were part of plaintiff’s employment agreement. Plaintiff amended the complaint, adding a claim of unlawful retaliation in violation of the Elliott-Larsen Civil Rights Act (ELCRA). Plaintiff alleged defendants unlawfully retaliated against him by failing to renew his hospital privileges because of a previous lawsuit that plaintiff brought in August 2014 in which plaintiff had alleged racial discrimination on the basis of his Arabic ethnicity in violation of the ELCRA, tortious interference with an advantageous business relationship, and defamation. Defendants moved for summary judgment, and the trial court granted it without specifically identifying which rule supported its decision. Plaintiff appealed, and the Court of Appeals affirmed in an unpublished per curiam opinion. The Court of Appeals determined that the trial court reviewed the summary disposition motion under MCR 2.116(C)(10), affirmed the decision under that subrule, and found it unnecessary to reach the issues of immunity or release under Subrule (C)(7). Plaintiff appealed again, and the Michigan Supreme Court vacated the appellate court's opinion and remanded for review under MCR 2.116(C)(7) and (C)(8). On remand, the Court of Appeals held in an unpublished per curiam opinion that summary disposition of plaintiff’s ELCRA-retaliation and breach-of-contract claims was appropriate under MCR 2.116(C)(8) and found it unnecessary to address whether summary disposition of either claim was appropriate under MCR 2.116(C)(7) based on immunity or release. Plaintiff again sought review from the Supreme Court. The Supreme Court emphasized that a motion for summary judgment under MCR 2.116(C)(8) had to be decided "on the pleadings alone and that all factual allegations must be taken as true." In this case, the Court of Appeals erroneously conducted an MCR 2.116(C)(10) analysis instead of a (C)(8) analysis because it considered evidence beyond the pleadings and required evidentiary support for plaintiff’s allegations rather than accepting them as true. The Court therefore reversed the Court of Appeals, which had affirmed under MCR 2.116(C)(8) the trial court’s order granting summary disposition of plaintiff’s Elliott-Larsen Civil Rights Act (ELCRA) and breach-of-contract claims, and remanded to that Court for consideration of those claims under MCR 2.116(C)(7). View "El-Khalil v. Oakwood Health Care, Inc." on Justia Law

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The Second Circuit affirmed the district court's decision declining to reconsider its original decision granting the Town's motion to dismiss the amended complaint alleging claims of, inter alia, breach of contract, innocent misrepresentation, and fraud in connection with plaintiff's loan to a licensee of the Town that was allegedly secured by the Town. The court held that PHL's arguments with regard to dismissals of the unjust enrichment and negligent misrepresentation claims were not properly before the court. Even if they were properly before the court, the court would still reject PHL's arguments. The court also held that PHL's amended complaint failed to state a claim on which relief can be granted for breach of contract or equitable relief because it failed to plausibly allege a valid contract; PHL's claims for misrepresentation failed because PHL failed to allege that it reasonably or justifiably relied on the misrepresentation; and there was no merit to PHL's contention that it should have been allowed to file a second amended complaint. View "PHL Variable Insurance Co. v. Town of Oyster Bay" on Justia Law

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Under a 2014 agreement, MCFI, a non-profit organization that provides medical care for individuals with brain injuries, would operate a brain-injury center in MHC’s nursing facility. MHC would handle billing and collections for MCFI's services and remit the funds collected to MCFI after taking its cut. MHC instead redirected MCFI’s funds to pay its employees and other creditors. MCFI sued MHC and MHC’s principal, Nicholson. The district court entered summary judgment against MHC for breach of contract and against Nicholson for conversion and civil theft and awarded MCFI over $2 million in damages, interest, and costs against MHC and Nicholson, jointly and severally. It also awarded MCFI over $200,000 in attorney’s fees and costs against Nicholson alone. The Seventh Circuit affirmed. MCFI had an ownership interest in the BIRC Collections. At most MCFI’s acknowledgment of the security interests of MHC’s creditors only estops MCFI from contesting the interests of those creditors; it does not prevent MCFI from asserting its ownership of the property against MHC. The duty to refrain from converting or stealing the BIRC Collections was entirely independent of the contract. It arose from the common law and Wisconsin statutes. Nicholson was personally involved in the wrongful redirection of those funds through the actions of his agent. View "Milwaukee Center for Independence, Inc. v. Milwaukee Health Care LLC" on Justia Law