Justia Contracts Opinion Summaries

Southern Methodist University (SMU), a nonprofit corporation, was founded by predecessors to the South Central Jurisdictional Conference of the United Methodist Church (the Conference). Historically, SMU’s articles of incorporation indicated that the university was owned and controlled by the Conference, requiring Conference approval for amendments. In 2019, SMU’s board of directors amended the articles without Conference approval, removing all references to the Conference. The Conference sued, seeking a declaration that the amendments were void and asserting claims for breach of contract and filing a materially false instrument.The trial court dismissed the Conference’s claims for declaratory judgment and breach of contract under Texas Rule of Civil Procedure 91a and granted summary judgment on the false-filing claim. The Court of Appeals for the Fifth District of Texas reversed the trial court’s decision in relevant part, allowing the Conference to pursue its claims.The Supreme Court of Texas held that the Conference has statutory authority to sue SMU to enforce its rights under the articles of incorporation and the Texas Business Organizations Code. The court also held that the Conference could pursue its breach-of-contract claim as a third-party beneficiary of SMU’s articles of incorporation. However, the court agreed with SMU that it was entitled to summary judgment on the false-filing claim, as the certificate of amendment did not constitute a materially false instrument.The Supreme Court of Texas affirmed the Court of Appeals’ judgment in part, allowing the declaratory judgment and breach-of-contract claims to proceed, and reversed it in part, upholding the summary judgment on the false-filing claim. The case was remanded to the trial court for further proceedings. View "SOUTHERN METHODIST UNIVERSITY v. SOUTH CENTRAL JURISDICTIONAL CONFERENCE OF THE UNITED METHODIST CHURCH" on Justia Law

The case involves members of the Auburn University Board of Trustees and various Auburn University employees (defendants) who were sued by Patti Northcutt and her husband, Walter Northcutt (plaintiffs). Patti, a former employee and doctoral student at Auburn, alleged that the defendants retaliated against her for previous lawsuits and grievances she had filed, which were settled through agreements. She claimed that the defendants breached these settlement agreements and interfered with her ability to complete her doctoral program and obtain employment at Auburn.The plaintiffs initially filed their complaint in the Lee Circuit Court, which they amended multiple times. The third amended complaint included claims under the Family Medical Leave Act (FMLA), 42 U.S.C. § 1983 for First Amendment retaliation, equal protection, and procedural due process violations, as well as state-law claims for breach of contract, intentional interference with contractual relations, and intentional infliction of emotional distress. The defendants moved to dismiss these claims, asserting federal qualified immunity and State immunity under the Alabama Constitution.The Lee Circuit Court granted the motion to dismiss the First Amendment and intentional infliction of emotional distress claims but denied the motion regarding the other claims. The defendants then petitioned the Supreme Court of Alabama for a writ of mandamus to direct the trial court to dismiss the remaining claims.The Supreme Court of Alabama granted the petition in part, directing the trial court to dismiss the claims for monetary damages against the employee defendants in their individual capacities under § 1983 for equal protection and procedural due process violations, based on federal qualified immunity. The Court also directed the dismissal of the plaintiffs' request for attorneys' fees related to state-law claims for prospective injunctive relief, based on State immunity. However, the Court denied the petition regarding the plaintiffs' request for attorneys' fees related to federal-law claims for prospective injunctive relief and the state-law claims for monetary damages against the employee defendants in their individual capacities. View "Ex parte B.T. Roberts" on Justia Law

Elanore Vaughan purchased a ticket and signed an online liability waiver to go tubing at Eagle Island State Park, operated by Gateway Parks, LLC. The next day, Vaughan was injured when her tube went over an embankment and crashed into a flatbed trailer housing snowmaking equipment. Vaughan sued Gateway, alleging negligence and premises liability, claiming Gateway failed to maintain the tubing hill safely and created a hazard by placing the trailer at the end of the tubing run.The District Court of the Fourth Judicial District of Idaho denied Gateway's motion to dismiss Vaughan's complaint. Gateway argued that Vaughan's claims were barred by the liability waiver she signed and the Responsibilities and Liabilities of Skiers and Ski Area Operators Act. The district court found that while the Act applied, there was a genuine issue of material fact regarding the placement of the snowmaking equipment. The court also concluded that the liability waiver did not preclude Vaughan's claims. Gateway then sought and was granted permission to appeal the denial of its motion for summary judgment.The Supreme Court of the State of Idaho reviewed the case and reversed the district court's decision. The court held that the electronic liability waiver Vaughan signed precluded her claims against Gateway. The waiver explicitly acknowledged the risks of tubing, including collisions with manmade obstacles such as snowmaking equipment. The court determined that the waiver's language was broad enough to encompass Vaughan's accident and injuries. Consequently, the court directed the district court to grant summary judgment in favor of Gateway and dismiss Vaughan's complaint. The court also denied Gateway's request for attorney fees on appeal, as the gravamen of Vaughan's lawsuit was a tort, not a commercial transaction. View "Vaughan v. Gateway Park, LLC" on Justia Law

Katherine Fratello loaned Russell A. Mann $60,000 under a secured promissory note, with Mann agreeing to make monthly payments starting October 15, 2023. Mann provided a cashier’s check for $3,500 on September 29, 2023, claiming it covered the first two payments and other loans. Fratello disputed the validity of the check and considered Mann in default for missing the first two payments. She served Mann with a default notice on November 29, 2023, and filed a complaint on January 5, 2024, alleging Mann’s failure to make the required payments.Mann counterclaimed, asserting that Fratello breached their contract by not cashing the cashier’s check, which he claimed covered the first two payments. He argued that Fratello’s refusal to accept the payment and the subsequent default notice were unlawful. Fratello filed a special motion to dismiss Mann’s counterclaim under Maine’s anti-SLAPP statute, arguing that the counterclaim was based on her protected petitioning activity, namely the default notice and the complaint.The Superior Court (Cumberland County) denied Fratello’s special motion to dismiss, concluding that the default notice was not petitioning activity and that Mann’s counterclaim was not based on Fratello’s filing of the complaint or any other petitioning activity. Fratello appealed the decision.The Maine Supreme Judicial Court reviewed the denial of the anti-SLAPP motion de novo and affirmed the lower court’s decision. The court held that Mann’s counterclaim was based on Fratello’s refusal to accept the cashier’s check, not on her petitioning activity. Therefore, Fratello did not meet her burden to demonstrate that Mann’s counterclaim was based on protected petitioning activity under the anti-SLAPP statute. View "Fratello v. Mann" on Justia Law

Crabar/GBF, Inc. (Crabar) sued Mark Wright, Wright Printing Co. (WPCO), Mardra Sikora, Jamie Frederickson, and Alexandra Kohlhaas for trade secret violations and related claims. Crabar alleged that after purchasing WPCO's folder business, WPCO retained and used confidential information, including customer lists and sales data, to launch a competing folder business. Crabar also claimed that former employees Kohlhaas and Frederickson took and used Crabar's confidential information to aid WPCO's new business.The United States District Court for the District of Nebraska held an eleven-day trial, where the jury found all defendants liable on each count, awarding Crabar over five million dollars in compensatory and exemplary damages. Post-trial motions led to a final amended judgment of roughly four million dollars against the defendants. Defendants appealed, challenging several of the district court’s rulings.The United States Court of Appeals for the Eighth Circuit reviewed the case. The court affirmed the district court's decisions, including the denial of WPCO's motion for judgment as a matter of law regarding a contractual damages limitation, finding WPCO waived the argument by not raising it in the final pretrial order. The court also upheld the enforceability of confidentiality agreements signed by Frederickson and Kohlhaas, and found sufficient evidence to support the jury's findings on trade secret misappropriation, tortious interference, and causation of damages.The Eighth Circuit also ruled that the district court did not abuse its discretion in admitting expert testimony on damages, as the expert's assumptions were not fundamentally unsupported. The court found no error in the jury's award calculations, rejecting the argument of double recovery and affirming the sufficiency of evidence linking defendants' actions to Crabar's damages. The court concluded that the jury's awards were not excessive or the result of passion or prejudice. The judgment of the district court was affirmed. View "Crabar/GBF, Inc. v. Wright" on Justia Law

In 2013, the Metropolitan Municipality of Lima (Lima) and Rutas de Lima S.A.C. (Rutas) entered into a Concession Contract for the construction and operation of urban roads in Lima, Peru. Rutas agreed to finance and manage the project in exchange for toll revenue, while Lima was responsible for preliminary infrastructure activities. Subsequent agreements transferred these preliminary responsibilities to Rutas in exchange for toll rate increases. Social protests erupted in response to these increases, leading Lima to close a toll unit and refuse further rate hikes. Rutas initiated two international arbitrations, claiming Lima breached the contract. Lima argued the contract was void due to bribery by Rutas’s parent company, Odebrecht S.A.The District Court for the District of Columbia reviewed the case after two arbitration tribunals ruled in favor of Rutas, finding insufficient evidence of corruption linked to the Concession Contract. Lima sought to vacate the arbitration awards, citing violations of U.S. public policy against corruption, fraud by Rutas in discovery, and misconduct by the second tribunal in excluding evidence. The District Court denied Lima’s petitions and confirmed the awards, concluding that Lima failed to prove the contract was obtained through bribery and that any alleged discovery misconduct did not prejudice Lima’s case.The United States Court of Appeals for the District of Columbia Circuit affirmed the District Court’s judgment. The court held that the arbitration tribunals’ findings were supported by the record and that there was no sufficient evidence linking Odebrecht’s bribes to the Concession Contract. The court also found no merit in Lima’s claims of discovery fraud and tribunal misconduct, noting that Lima suffered no prejudice from the exclusion of evidence. The court concluded that enforcing the arbitration awards did not violate U.S. public policy. View "Metropolitan Municipality of Lima v. Rutas De Lima S.A.C." on Justia Law

Tody's Service, Inc. (Tody's), a towing company, billed Liberty Mutual Insurance Company (Liberty) a six-figure storage fee after towing and storing a vehicle involved in a fatal crash at the direction of the police. The vehicle, insured by Liberty, was held as evidence for nearly three years. After obtaining the vehicle's title, Liberty refused to pay the accrued storage charges, leading Tody's to sue Liberty to recover those fees.In the Superior Court, a judge granted summary judgment in favor of Liberty on all of Tody's claims, which included unjust enrichment, promissory estoppel, and failure to pay storage fees under G. L. c. 159B, § 6B. The judge found no evidence of unjust enrichment, ruled that § 6B does not provide a private right of action, and concluded that Tody's failed to demonstrate any actionable promise or reasonable reliance to support promissory estoppel.The Supreme Judicial Court reviewed the case and held that Liberty was not unjustly enriched as a matter of law, as there was no measurable benefit conferred on Liberty by Tody's storage of the vehicle. The court also found no evidence of reliance sufficient to support promissory estoppel, as Tody's stored the vehicle in response to a police directive, not in reliance on any promise by Liberty. Additionally, the court held that § 6B does not create a private right of action against a vehicle owner. Consequently, the Supreme Judicial Court affirmed the judgment in Liberty's favor. View "Tody's Service, Inc. v. Liberty Mutual Insurance Company" on Justia Law

The case involves a dispute where Pranay Bajjuri and others (appellees) sued Anand Karney, Sudha Karney (appellants), and others for unjust enrichment, fraud, and civil conspiracy. The appellees alleged that the appellants fraudulently induced them to invest in various limited liability companies (LLCs) for purchasing and operating rental properties, but the appellants diverted the investments for personal gain. The appellants failed to produce financial and organizational documents related to the LLCs during discovery, leading to the current appeal.The District Court for Douglas County issued a scheduling order for discovery and trial. Despite repeated requests and a court order to compel, the appellants did not produce the required documents. The appellees filed a motion for sanctions, seeking default judgment and attorney fees. The district court found that the appellants had repeatedly violated discovery rules and had been previously warned of sanctions. The court granted the motion for sanctions, entering a default judgment of $2,201,385.82 and awarding attorney fees of $180,645.68 against the appellants.The Nebraska Supreme Court reviewed the case and upheld the district court's decision. The court found that the appellants had frustrated the discovery process and failed to comply with the court's order to compel. The court determined that the appellants, as members and managers of the LLCs, had the ability to obtain and produce the required documents but did not do so. The court concluded that the sanctions of default judgment and attorney fees were appropriate given the appellants' inexcusable recalcitrance and history of discovery abuse. The Nebraska Supreme Court affirmed the district court's orders, finding no abuse of discretion. View "Bajjuri v. Karney" on Justia Law

Michael Reilly approached William G. Harris III, a developmentally disabled individual, to purchase his home for $30,000, significantly below its appraised value. Harris, unable to understand the value of money, signed the contract. Reilly attempted to finalize the sale but was informed by the Sheltered Workshop, where Harris was a client, of Harris's disability and was denied further contact with him. Harris passed away in December 2021, and Reilly sued Harris's Estate for specific performance of the contract. The Estate counterclaimed, alleging negligence, violations of the Montana Consumer Protection Act (CPA), and sought punitive damages.The Second Judicial District Court, Butte-Silver Bow County, dismissed Reilly's complaint without imposing sanctions and denied the Estate's request for treble damages and attorney fees. The jury awarded the Estate $28,900 in compensatory damages and $45,000 in punitive damages. Reilly moved to dismiss his complaint just before the trial, which the District Court granted, but the Estate objected, seeking sanctions for the late dismissal. The District Court did not rule on the objection. The jury found Reilly exploited Harris and violated the CPA, awarding damages accordingly. The District Court later denied the Estate's request for treble damages and attorney fees, citing the substantial jury award as sufficient.The Supreme Court of the State of Montana reviewed the case. It held that the District Court abused its discretion by dismissing Reilly's complaint without imposing sanctions, given the late timing and the Estate's incurred costs. However, it affirmed the District Court's denial of treble damages and attorney fees under the CPA, agreeing that the jury's award was substantial. The Supreme Court affirmed the compensatory and punitive damages awarded to the Estate and remanded the case to the District Court to award the Estate its full costs and attorney fees incurred before Reilly's motion to dismiss. View "Harris Estate v. Reilly" on Justia Law

Former students of the University of Montana filed a class action lawsuit against the university, alleging mishandling of student loan reimbursement payments. They claimed that the university's contract with Higher One Holdings, Inc. subjected them to excessive bank fees and unlawfully disclosed their personal information without consent. The university had contracted with Higher One from 2010 to 2015 to process student loan reimbursements, which involved issuing debit cards and charging various fees.The District Court of the Fourth Judicial District in Missoula County certified three classes of plaintiffs but was later partially reversed by the Montana Supreme Court, which upheld the certification of two classes and reversed the third. The case proceeded to a jury trial, where the jury found in favor of the university, concluding that it did not breach its fiduciary duty, violate privacy rights, or unjustly enrich itself.The Supreme Court of the State of Montana reviewed the case on appeal. The students raised several issues, including the admissibility of evidence regarding their banking practices, the testimony of the university's expert witness, the university's closing arguments, the admission of a fee comparison chart, and the refusal of a burden-shifting jury instruction. The court found that the District Court did not abuse its discretion in its evidentiary rulings, including allowing the university to present evidence about students' banking practices and admitting the fee comparison chart. The court also held that the expert witness's testimony was permissible and that the university's closing arguments did not prejudice the students' right to a fair trial.Ultimately, the Supreme Court of Montana affirmed the District Court's judgment in favor of the University of Montana, upholding the jury's verdict. View "Knudsen v. U. of M." on Justia Law