Justia Contracts Opinion Summaries

Plaintiff signed a contract with Defendant for the construction of a house. The contract contained an arbitration clause. Plaintiff later brought suit against Defendant, claiming that there were defects in the house. Defendant filed a motion to dismiss and compel arbitration. The circuit court denied the motion, finding that the arbitration clause was unconscionable. Defendant appealed, arguing that the circuit court erred by ruling on questions of arbitrability despite the existence of a delegation provision in the arbitration agreement that vested the arbitrator with authority to determine issues of arbitrability relating to the dispute. The Supreme Court determined that the circuit court was within its rights not to enforce the delegation language because the language did not reflect the parties’ clear and unmistakable intention to delegate issues about the validity, revocability, or enforceability of the arbitration agreement to an arbitrator. The United States Supreme Court granted Defendant’s requested writ of certiorari, vacated the Supreme Court’s opinion, and remanded for further consideration in light of their decision in DIRECTV, Inc. v. Imburgia. The Supreme Court reversed the circuit court’s order, holding that because Plaintiffs never specifically challenged the delegation language before the circuit court or Supreme Court, Plaintiffs waived any right to challenge the delegation language. Remanded for arbitration. View "Schumacher Homes of Circleville v. Spencer" on Justia Law

Plaintiff, a reservoir engineer, purported to identify ten localized areas in oil-and-gas formations in East Texas that offered optimized production. Plaintiff sued Southwestern Energy Production Company (SEPCO), an oil and gas operator, alleging that SEPCO misused the proprietary information about the ten “sweet spots” acquired under a confidentiality agreement and profited from its use. After a trial, the jury awarded $11.445 as tort damages for misappropriate and contact damages for breach of the confidentiality agreement and $23.89 million in equitable disgorgement of past profits. The court of appeals affirmed the actual damages award for misappropriation but reversed and rendered a take-nothing judgment on the disgorgement and breach-of-contract awards. The Supreme Court (1) reversed the breach-of-contract and misappropriation-of-trade-secret claims and remanded for a new trial, concluding that limitations was not conclusively established and that there was insufficient evidence to sustain the entire jury award; and (2) the equitable disgorgement issue need not be addressed because the trial court must determine the issue anew on remand following a new trial. View "Southwestern Energy Prod. Co. v. Berry" on Justia Law

In this contract dispute between the parties, the district court granted summary judgment for GC Services, concluding that Addendum A unambiguously provided that the 2014 Agreement was not a “renewal” of the 2011 Agreement. Here, the term “renewals” was defined in Addendum A. Addendum A - drafted by Gateway - provided that the period in which Gateway would be entitled to receive commissions would be defined in the future “awarded contract,” a contract to which Gateway would not be a party. The court found that this may not have been a wise provision, from Gateway’s perspective, but it is not ambiguous. Because the court agreed with the district court that the relevant contract provisions are not ambiguous, the court may not consider extrinsic evidence, nor does the doctrine of contra proferentum apply. Accordingly, the court affirmed the judgment. View "Gateway Customer Solutions v. GC Services L.P." on Justia Law

Plaintiff filed a class action petition against J.C. Penney asserting that the internet retailer unlawfully charged Iowa sales tax on shipping and handling charges. J.C. Penney forwarded the tax to the Iowa Department of Revenue (IDOR) pursuant to the Iowa version of the Streamlined Sales and Use Tax Act (SSUTA). The district court granted summary judgment in favor of J.C. Penney. The Supreme Court affirmed, holding (1) the district court correctly granted J.C. Penney’s motion for summary judgment on Plaintiff’s statutory claims grounded in SSUTA, as the SSUTA does not create a private cause of action; (2) the district court did not err in granting summary judgment on Plaintiff’s claims related to the alleged unlawful payment of taxes on the ground that the remedies under Iowa Code 423.45(3) and 423.47 are exclusive remedies barring other claims for relief for wrongful payment of taxes under SSUTA; and (3) Plaintiff was not entitled to recover on her claims alleging shipping and handling misrepresentations. View "Bass v. J.C. Penney Co., Inc." on Justia Law

Developers and a general contractor of an apartment complex purchased a primary commercial general liability (CGL) insurance policy from Arch Insurance Group and an excess CGL insurance policy from National Surety Corporation (NSC). Westlake Investments, LLC, which purchased the complex, sued the insureds for construction defects. Arch defended the suit on behalf of the insureds, and the parties eventually settled. Pursuant to the settlement agreement, the insureds assigned their claims against NSC on the excess CGL policy to Westlake. Thereafter, NSC initiated this declaratory judgment action seeking a declaration that it had no obligation to pay any portion of the judgment awarded to Westlake. Westlake counterclaimed for breach of contract. The district court granted partial summary judgment in favor of Westlake, concluding that property damage resulting from defective work performed by an insured’s subcontractor may constitute an accident that qualifies as an occurrence covered by the Arch policy, and therefore, the NSC policy. After a trial, the jury returned a verdict in favor of Westlake. The Supreme Court affirmed in part and reversed in part, holding that defective workmanship by an insured’s subcontractor may constitute an occurrence under the terms of the Arch policy incorporated by reference into the NSC policy. View "Nat’l Surety Corp. v. Westlake Invs., LLC" on Justia Law

After Plaintiff was injured, he sought benefits from Defendant-insurer under an indemnity benefit policy. Plaintiff subsequently filed suit alleging that Defendant breached the insurance contract and the implied covenant of good faith and fair dealing. The jury awarded Plaintiff $31,500 in unpaid policy benefits, $35,000 in damages for emotional distress, and $19 million in punitive damages. The parties stipulated that the amount of attorney fees to which Plaintiff was entitled under Brandt v. Superior Court was $12,500, and the court awarded that amount. Defendant moved for a new trial seeking a reduction in the punitive damages award on the grounds that it was unconstitutionally excessive. The trial court granted the motion and reduced the jury’s award to a 10-to-1 ratio of punitive to compensatory damages. In so doing, the court considered only the $35,000 damages award but did not include the $12,500 in Brandt fees. The court of appeal affirmed. The Supreme Court reversed, holding that, in determining whether a punitive damages award is unconstitutionally excessive, Brandt fees may be included in the calculation of the ratio of punitive to compensatory damages, regardless of whether the fees are awarded by the trier of fact as part of its verdict or are determined after the verdict has been rendered. Remanded. View "Nickerson v. Stonebridge Life Ins. Co." on Justia Law

Kut Suen and May Far Lui (the Luis) owned a building that sustained water damage after a pipe burst while the building was vacant. The Luis' insurance policy for the building limited coverage for water damage based on vacancy: coverage was suspended if the building remained vacant for 60 consecutive days and, effective at the beginning of any vacancy, and there was no coverage for certain specified losses, including water damage. The Luis argued that the policy was ambiguous and should have been interpreted in the Luis' favor to mean that the exclusion of coverage for water damage would commence only after a 60-day vacancy. The Washington Supreme Court rejected the Luis' arguments and found that the policy unambiguously excluded coverage for water damage immediately upon vacancy. The Supreme Court reversed the trial court's contrary holding and affirmed the Court of Appeals. View "Lui v. Essex Insur. Co." on Justia Law

Following a jury verdict in favor of Lincoln, in this case involving a contract dispute between the parties, Firetrace appealed the denial of its motion for a new trial or remittitur under Federal Rule of Civil Procedure 59. The court concluded that Firetrace made its intent clear by filing its Amended Statement of Issues and Amended Designation of the Record on Appeal and that Lincoln will not be prejudiced. On the merits, the court concluded that the district court did not abuse its discretion when it denied Firetrace’s motion for a new trial because there was sufficient evidence for a reasonable jury to find that Firetrace’s limited repair or replace remedy failed of its essential purpose; the district court did not abuse its discretion in denying Firetrace’s motion for a new trial because it found there was sufficient evidence for a reasonable jury to conclude that Firetrace was on notice that Lincoln’s terms and conditions existed and that Lincoln intended those terms and conditions to be binding on Firetrace; the court rejected Firetrace's claim that it was entitled to a new trial based on several errors regarding jury instructions; and the district court did not err by declining to grant Firetrace's motion for a remittitur or new trial on damages. Accordingly, the court affirmed the judgment. View "Lincoln Composites, Inc. v. Firetrace USA, LLC" on Justia Law

This appeal arose out of a $17 million verdict rendered in favor of Francis Maybank for claims sounding in contract, tort, and the South Carolina Unfair Trade Practices Act (UTPA). Maybank brought this action alleging he received faulty investment advice from Branch Banking and Trust (BB&T - the Bank) through BB&T Wealth Management (Wealth Management) and BB&T Asset Management (Asset Management), all operating under the corporate umbrella of BB&T Corporation (collectively, Appellants). Appellants appealed on numerous grounds, and Maybank appealed the trial court's denial of prejudgment interest. After review, the Supreme Court reversed as to an award of punitive damages based on a limitation of liability clause. The Court affirmed on all other grounds. View "Maybank v. BB&T" on Justia Law

Baskin-Robbins, a Delaware LLC, franchises ice cream stores. Alpenrose, a dairy products manufacturer incorporated in Oregon, is headquartered in Portland. In 1965, the two executed a territorial franchise agreement. Baskin-Robbins then had its principal place of business in California. Negotiations occurred in California. Between 1973 and 1985, the parties amended the Agreement three times; Baskin-Robbins remained in California. All material discussions concerning the amendments took place in Oregon. Around 1998 Baskin-Robbins' headquarters moved to Massachusetts. In 2001 and 2007, Alpenrose sent Baskin-Robbins, in Massachusetts, formal notice of its election to renew. In 2013, Alpenrose informed Baskin-Robbins that it did not intend to renew. The parties began negotiating Alpenrose's transition out of the arrangement. Negotiations stalled. Alpenrose wrote to Baskin-Robbins, stating that it wished to "revoke" its decision not to renew and requested another six-year extension, citing the Washington Franchise Investment Protection Act, Wash. Rev. Code 19.100.180(2)(i). Baskin-Robbins rejected Alpenrose's demands for renewal or compensation, then sought a declaratory judgment in the District of Massachusetts. That court dismissed for want of in personam jurisdiction, stating that "nothing in [the parties'] history . . . suggests that Alpenrose intended to purposefully avail itself of the privilege of conducting business within Massachusetts." The First Circuit reversed, “the assertion of jurisdiction satisfies both the relatedness and purposeful availment criteria, and the Gestalt factors do not counsel otherwise.” View "Baskin-Robbins Franchising LLC v. Alpenrose Dairy, Inc." on Justia Law