Justia Contracts Opinion Summaries

Meridian contracted to construct the Chula Vista Project flood control project, including construction of concrete channels, relocation of a sewer line, and dewatering and water diversion. After commencing work, Meridian encountered problems relating to “a layer of dripping saturated dark clay material under which a clean layer of sand is producing water” with “the potential for serious structural damage.” The government issued contract modifications, including an increase in funds for larger pipe, addition of a reinforced concrete access ramp, investigation of soil properties, remediation of saturated soils, and additional sheet piling. The government directed Meridian to suspend work following structural failures and terminated the project following a final inspection. Meridian sued for breach of contract, breach of the duty of good faith and fair dealing, and violation of the Contract Disputes Act, 41 U.S.C. 601−613. The government conceded liability for certain costs relating to suspension of work, channel fill, and interim protection. With respect to other claims, the Federal Circuit affirmed in part. Meridian’s interpretation of the contract was not reasonable; the existence of subsurface saturated soil conditions was “reasonably foreseeable.” The Trade Court did not impose an improper requirement for investigation of site conditions beyond what a reasonable contractor would undertake. The court remanded for consideration of whether the parties reached a meeting of the minds on flood event claims and held that the Trade Court erred dismissing Meridian’s unpaid contract quantities claim, in light of conflicting information. View "Meridian Engineering Co. v. United States" on Justia Law

Plaintiff Petrolink, Inc. sought the modification of a judgment entered in its favor on its cause of action for specific performance. Petrolink leased a parcel of undeveloped property from defendant Lantel Enterprises pursuant to a lease agreement that included a provision allowing the lessee to purchase the property. Petrolink notified Lantel of its desire to exercise the option, but the parties obtained appraisals that were far apart in their valuation of the property. The parties ultimately could not agree on the value. They sued one another, each asserting various causes of action (including specific performance), claiming that the other party had refused to complete the sale and purchase transaction, and essentially seeking a judicial determination as to the fair market value of the property. During the pendency of the litigation, Petrolink continued to pay Lantel monthly rent on the property. The case went to trial before a judge. At trial, Lantel did not dispute that Petrolink had exercised the purchase option. The main factual issue at trial concerned what the fair market value of the property was at the time Petrolink notified Lantel of its desire to purchase the property. The judge appointed an expert and obtained an independent appraisal of the property, which was between the values in the appraisals that the parties had obtained. The trial court ultimately entered judgment in favor of Petrolink on its specific performance cause of action and found the date on which Petrolink exercised the purchase option was August 25, 2011, the date of its letter notifying Lantel of its desire to exercise the option. Although Petrolink had requested it, the court did not grant Petrolink an offset for any of the rent that it had paid to Lantel during the pendency of the litigation. On appeal, Petrolink contended the trial court erred in failing to offset the rents it paid to Lantel through the pendency of this litigation against the purchase price. The Court of Appeal agreed with Petrolink that once it exercised the purchase option, the lease was terminated and a contract for purchase and sale came into existence. To the extent that the trial court denied Petrolink an offset for the rents that it paid during the pendency of the litigation, the court failed to account for the delayed performance of the contract for purchase and sale. Specifically, the court failed to place the parties in the positions in which they would have been at the time the sale and purchase contract should have been performed. Therefore, the Court of Appeal reversed judgment to permit the trial court to undertake an accounting between the parties that takes into account the delay in performance of the contract, and places both parties in the positions in which they would have been if the contract had been timely performed. View "Petrolink, Inc. v. Lantel Enterprises" on Justia Law

Rather than broadcasting in real time over satellite or cable, Internet Protocol Television (IPTV) stores programming on servers and delivers content digitally over a high-speed network. Sky received third-party content at its satellite substation, transcoded it, and transmitted it to NeuLion’s servers via a private line. NeuLion sent the encoded signals over the public internet to subscribers’ set-top boxes, relying on third-party internet connections. Sky wanted Discovery programming. Sky stated it would not transmit Discovery content over the public internet. Discovery’s engineer advised that while it was possible to use a closed fiber-optic network, he had “concerns that it may be going over the Internet” which could present “rights issues.” The final agreement described "a multichannel video distribution system which utilizes Internet Protocol (IP) technology to deliver video programming services over a closed and encrypted transmission path over a national fiber-optic network to a central location for subsequent distribution of such video programming services with proprietary encoding over a high-speed data connection to set-top-boxes that are secured by industry-standard encryption and conditional access technologies and are connected to Subscribers’ television sets." Discovery terminated the contract after learning Sky used the “public internet.” The court held the agreement was susceptible to competing reasonable interpretations concerning the scope of Sky’s distribution rights, examined extrinsic evidence, and found no support for Sky’s claim that the contract permitted public internet distribution. The Fourth Circuit affirmed. The contract allowed Discovery to terminate at any time it became dissatisfied with Sky ’s method of distribution; Discovery did not act in bad faith. View "Sky Angel U.S., LLC v. Discovery Communications, LLC" on Justia Law

GE appealed the district court's partial grant of summary judgment and award of attorneys' fees in favor of its former employee and AmSpec in an action brought by GE against the employee and AmSpec, alleging that the employee concealed her intention to work for a competitor. The court held that the district court correctly held that there was no evidence that the non-solicitation agreement was breached. Therefore, the court affirmed the district court's grant of summary judgment as to that claim. The court also affirmed the district court's grant of summary judgment on the misappropriation of trade secrets claim, as well as the claims for illegal use of confidential information and breach of a common-law duty with respect to confidential information, which tracked the misappropriation claim. Furthermore, summary judgment was proper on the tortious-interference-with-prospective-business-relationships claim. However, the court held that the employer was not entitled to recover attorneys' fees where there was no evidence that when GE executed the non-solicitation agreement with her, GE knew the covenant was unreasonable, and she had not met the requirements of Texas Business and Commerce Code 15.51(c). Accordingly, the court vacated the award of attorneys' fees. View "GE Betz, Inc. v. Moffitt-Johnston" on Justia Law

David Platt and Steven Held purchased a ranch together and formalized their arrangement by entering into an operating agreement. Later, Held, Platt, and Tim Welu decided to divide the property into three parts, with each party owning 2,000 acres. After the land sale, all the parties entered into a recorded agreement. Later, the relationships soured. When Held refused to grant an easement across his property to Platt, Platt initiated this lawsuit, alleging easement by express grant, prescription and implication, and praying for reformation of the contract due to mutual mistake and fraud. Welu intervened, seeking reformation and alleging that the recorded agreement did not express the intent of the parties regarding usage. The district court reformed the recorded agreement consistent with its determination that the parties intended to grant each other non-exclusive, non-transferrable licenses to use each other’s property. The court granted a written, express easement in favor of Welu and Platt. The Supreme Court affirmed, holding that the district court did not err by (1) concluding that Platt and Welu’s mutual mistake claims were not barred by the statute of limitations; and (2) considering extrinsic evidence to interpret and reform the parties’ contract. View "Platt v. Held" on Justia Law

In 2012, Dobbs hired McLaughlin to represent him in a products liability suit against DePuy for a 35% contingency fee agreement. The attorney filed Dobbs’s complaint in the DePuy Hip Implant Multidistrict Litigation in the Northern District of Ohio. In 2013, DePuy proposed a settlement, offering parties represented by counsel on a certain date $250,000 and parties not represented $177,500. Dobbs stated that he did not want to settle. McLaughlin advised Dobbs to accept the settlement due to the costs of going to trial. Dobbs moved to remove McLaughlin as his counsel. The motion was granted in January 2015, leaving Dobbs unrepresented. In February 2015, Dobbs decided to accept the settlement offer. Though he was then unrepresented, he was considered a represented party under the settlement terms, entitling him to a base award of $250,000. McLaughlin asserted a lien on Dobbs’s award and sought attorneys’ fees under quantum meruit. The fee dispute was transferred to the Northern District of Illinois, which awarded McLaughlin 35% of Dobbs’s base settlement award, $87,500. Following a remand, the court considered evidence, addressed each quantum meruit factor, and again awarded $87,500. The Seventh Circuit affirmed. The district court considered all of the relevant evidence and engaged in a thoughtful analysis of the factors required by Illinois law, given that it was not the court that presided over the underlying litigation. View "Dobbs v. DePuy Orthopaedics, Inc." on Justia Law

The Supreme Court affirmed in part and remanded in part the final decree of divorce entered by the district court in this case.Before Wife filed for divorce from Husband, the parties executed a stipulated judgment and decree of divorce establishing property distribution, child support, child custody and visitation, and alimony. The Supreme Court held (1) the district court correctly found that the stipulated decree was a valid agreement between Husband and Wife that was supported by consideration, and the stipulated decree was not unconscionable; (2) the district court appropriate enforced the order in the divorce decree with respect to the property, debt distribution, and alimony; but (3) the district court erred in enforcing the order with respect to child custody, visitation, and child support. View "Long v. Long" on Justia Law

The Supreme Court affirmed in part and remanded in part the final decree of divorce entered by the district court in this case.Before Wife filed for divorce from Husband, the parties executed a stipulated judgment and decree of divorce establishing property distribution, child support, child custody and visitation, and alimony. The Supreme Court held (1) the district court correctly found that the stipulated decree was a valid agreement between Husband and Wife that was supported by consideration, and the stipulated decree was not unconscionable; (2) the district court appropriate enforced the order in the divorce decree with respect to the property, debt distribution, and alimony; but (3) the district court erred in enforcing the order with respect to child custody, visitation, and child support. View "Long v. Long" on Justia Law

Merritt Charles Horning III; Riggers Store Holdings, LLC; Riggers Store 1, LLC; Chase Merritt Management, Inc.; Chase Merritt, LP; and Racers Store Management, LLC (collectively the "Horning defendants") appealed a district court order denying their motion to compel arbitration of Raymond Melendez's lawsuit against them. The issues in this appeal centered on whether Melendez's claims against the Horning defendants concerning the operation of a convenience store in Williston were arbitrable under an arbitration clause in an operating agreement for Riggers Store Holdings. After review, the North Dakota Supreme Court concluded the district court erred in deciding Melendez's claims were not arbitrable, and reversed the order denying arbitration and remanded for entry of an order compelling arbitration. View "Melendez v. Horning III" on Justia Law

The plaintiffs, former employees at Honeywell’s Boyne City, Michigan auto parts plant, were represented by the UAW while working. The collective bargaining agreement (CBA) between that union and Honeywell that became effective in 2011 and expired in 2016 stated: Retirees under age 65 who are covered under the BC/BS Preferred Medical Plan will continue to be covered under the Plan, until age 65, by payment of 16% of the retiree monthly premium costs ... as adjusted year to year,” Article 19.7.4. The plaintiffs took early retirement under the 2011 CBA and received Honeywell-sponsored healthcare, consistent with Article 19.7.4. Other Boyne City employees had retired before the 2011 CBA took effect, but were still eligible for benefits under Article 19.7.4. In 2015, Honeywell notified the UAW and the Boyne City retirees that it planned to terminate retiree medical benefits upon the 2011 CBA’s expiration. The plaintiffs, citing the Labor Management Relations Act, the Employment Retirement Income Security Act, and Michigan common law estoppel, obtained a preliminary injunction. The Sixth Circuit reversed, reasoning that the CBA did not clearly provide an alternative end date to the CBA’s general durational clause, so the plaintiffs have not shown a likelihood of success on the merits. View "Cooper v. Honeywell International, Inc." on Justia Law