Justia Contracts Opinion Summaries

DTC filed suit against JPMC and others, alleging willful patent infringement relating to electronic check-processing systems. JPMC was the first bank to reach a settlement agreement with DTC in 2005. As part of the settlement, JPMC entered into a consent judgment in which it admitted the patents were valid and enforceable and that JPMC had infringed them. It also entered into a license agreement permitting JPMC unlimited use of DTC’s patented technology going forward. At issue in this appeal is the district court’s interpretation of a most favored licensee (MFL) clause in the license agreement allowing JPMC to use DTC's patented check processing technology. JPMC invoked its rights under the MFL clause based on DTC’s granting a similar unlimited license to another entity for a lesser lump sum than JPMC paid. The court agreed with the district court that after comparing these two lump-sum license agreements, the later agreement is indeed more favorable, and JPMC therefore is entitled to a refund from DTC for the difference between the amount it paid for its license and the lesser amount bargained for in the later license agreement. Accordingly, the court affirmed the judgment. View "JP Morgan Chase Bank, N.A. v. Datatreasury Corp." on Justia Law

In 2005, Masterklad built a house in Glenview, including a brick patio that extended off the rear of the house. Because the ground underneath the patio sloped down, dirt and gravel were placed underneath it to support the bricks and make them level with the house's rear entrance. A retaining wall was built to contain the fill. In 2007, the house was sold by Masterklad to a Lubeck for $1,710,000. In the contract Lubeck “knowingly, voluntarily, fully and forever,” waived the implied warranty of habitability in exchange for an express warranty provided by Masterklad, with a one-year term. In 2010, Lubeck sold the house to Fattah, for $1,050,000, with a document stating that the house was being sold “as is” and that the seller made no representations or warranty regarding its condition. In 2011, parts of the retaining wall around the rear patio gave way and part of the patio collapsed. The owner sued. The circuit court found that the patio wall had given way due to latent defects in its construction, but that plaintiff could not recover because Masterklad had executed a valid, enforceable waiver of the implied warranty of habitability with Lubeck. The appellate court reversed. The Illinois Supreme Court reversed. The implied warranty of habitability may not be extended to a second purchaser of a house when a valid, bargained-for waiver of the warranty has been executed between the builder-vendor and the first purchaser. View "Fattah v. Bim" on Justia Law

Jarred Wellman, a West Virginia resident, was killed in a one-car rollover crash in West Virginia. Jarred was operating a 2002 Ford Explorer at the time of the accident. Plaintiff, a West Virginia resident and the father and administrator of Jarred’s estate, filed a complaint in the Circuit Court of Wyoming County against Ford Motor Company alleging product liability, negligence, and breach of warranty. Ford filed a motion to dismiss for lack of personal jurisdiction on the grounds that it was a nonresident corporation. The trial court denied the motion to dismiss. Ford requested the Supreme Court to issue a writ of prohibition seeking dismissal from the underlying action. The Supreme Court granted the requested writ as moulded, holding (1) Ford has not shown that it is entitled to extraordinary relief whereby the Court would dismiss it from the underlying civil action; but (2) Ford’s assertions regarding its challenge to jurisdiction are of such a significant nature that the parties are entitled to an opportunity to develop the record and submit argument to be considered and determined by the circuit court. View "State ex rel. Ford Motor Co. v. Hon. Warren R. McGraw" on Justia Law

Plaintiffs (the Friedmans) purchased a professional archery retail sporting goods business owned by Aaron and Constance Lasco. The Lascos entered a covenant not to compete with the Friedmans that was incorporated into the purchase and sale agreement. After the sale was final, Aaron Lasco went to work at Sportsman & Ski Haus (Sportsman). Sportsman subsequently expended its business to include a new archery department. Thereafter, the Friedmans filed several breach of contract claims against the Lascos, including breach of the covenant not to compete. The Friedmans also requested a preliminary injunction to stop Aaron Lasco from further employment at Sportsman until their claims were resolved. The district court found the covenant not to compete was valid and granted the Friedmans’ preliminary injunction request. The Supreme Court affirmed the district court’s decision to grant a preliminary injunction to the Friedmans, holding that the Friedmans demonstrated that they were likely to succeed on the merits of their claims against the Lascos. View "Friedman v. Lasco" on Justia Law

Pacific Steel & Recycling entered into a contract with Emineth Custom Homes to build four duplex apartment units. The contract specified that Pacific would advance a $474,625 down payment to Emineth upon execution of the contract. After canceling the contract for the duplexes Pacific brought an action against Emineth seeking recovery of the down payment made to Emineth under the contract. Emineth counterclaimed, alleging breach of contract and other claims. A jury determined that Emineth did not breach the contract with Pacific but that Pacific breached the contract with Emineth. The jury awarded $238,241 in Emineth’s favor. The district court entered judgment on the verdict in favor of Emineth but ordered that Emineth’s jury award in its favor become a judgment against Emineth and in favor of Pacific for $236,189. The Supreme Court affirmed in part and reversed in part, holding (1) the jury’s verdict with regard to the finding that Pacific breached the contract with Emineth stands; but (2) the district court in rendering the judgment made a factual determination contrary to the verdict returned by the jury. Remanded for entry of a judgment of $238,241 against Pacific and in favor of Emineth. View "Pacific Hide & Fur Depot v. Emineth Custom Homes, Inc." on Justia Law

GSS appealed the district court’s dismissal of its second attempt to confirm a $44 million arbitral award entered against the Port Authority for breach of a construction contract. GSS first tried to confirm the award, but the district court found that it had no personal jurisdiction over the Port Authority. Then GSS filed its second petition, also naming the Republic of Liberia, which owns the Port Authority, as respondents. The district court again dismissed GSS’s petition, finding that issue preclusion barred relitigating its personal jurisdiction over the Port Authority and that GSS failed to demonstrate that Liberia was liable for the Port Authority’s alleged breach. The court affirmed the district court's dismissal of the claims against Liberia for lack of subject matter jurisdiction under the Foreign Sovereign Immunities Act (FSIA), 28 U.S.C. 1330 et seq.; affirmed the district court's dismissal of GSS's petition against the Port Authority on sovereign immunities grounds; and concluded that the district court did not abuse its discretion by dismissing GSS's petition before allowing jurisdictional discovery. View "GSS Group Ltd. v. Republic of Liberia" on Justia Law

This legal battle began in 2006 when American Biomedical Group, Inc. (ABGI) and ABG Cattletraq, LLC (Cattletraq) filed a petition in the district court against Techtrol, Inc. and William Ardrey (Defendants); Defendants then filed a counterclaim. ABGI and Cattletraq dismissed their claims and causes of action against Defendants (without prejudice), leaving Defendants' counterclaim pending. Two years later, Defendants filed a petition in the same court against ABGI, Cattletraq, and James Burgess, their sole shareholder and CEO (Plaintiffs). In 2009, Plaintiffs filed another petition alleging that Defendants "wrongfully exercised dominion and control over plaintiffs' personal and intellectual property" and "willfully, deliberately and maliciously converted plaintiffs' personal and intellectual property" for their own benefit. Plaintiffs sought damages based on Defendants' unjust enrichment from the conversion. The district court consolidated the three cases. When the cases were consolidated, Defendants' counterclaim, Defendants' petition alleging abuse of process, and Plaintiffs' petition alleging causes of action for conversion and unjust enrichment remained pending before the district court. In 2014, Defendants moved for summary judgment on Plaintiffs' claim for conversion, asserting that Oklahoma did not recognize a tort for conversion of intangible property, and for unjust enrichment, asserting Plaintiffs' claim was precluded because they had an adequate remedy at law for breach of contract. The question this appeal presented for the Supreme Court's review was whether Defendants supported their motion for summary judgment with undisputed, material facts sufficient to warrant the district court granting partial summary adjudication in their favor. After that review, the Court answered in the negative. "Defendants failed to show that they were entitled to summary judgment. Throughout their arguments before the district court and this Court, Defendants rely on allegations which they have failed to allege as undisputed in their motion for summary judgment, which have no supporting evidentiary materials, and which Plaintiffs contest or which Plaintiffs have not admitted." View "American Biomedical Group, Inc. v. Techtrol, Inc." on Justia Law

Jeff Lokey and Mike Irwin were business partners in two Wyoming businesses. After the parties dissolved their shared business interests, Irwin filed suit against Lokey, alleging that Lokey had materially breached the terms of the agreement. When Lokey did not timely file an answer the district court entered a default judgment against Lokey that included a provision allowing the parties ten days to file objections to the judgment. Lokey filed an objection, which the district court denied. Lokey appealed, challenging the court’s denial of his objections. The Supreme Court dismissed the appeal, holding (1) the Court lacked jurisdiction to entertain the appeal because Lokey did not timely appeal an appealable order; but (2) the Court had jurisdiction to award, and Irwin was entitled to recover, reasonable attorney fees incurred as a result of this appeal. View "Lokey v. Irwin" on Justia Law

USA Power, LLC developed a power plant project in Mona, Utah called the “Spring Canyon vision.” Meanwhile, PacifiCorp entered into negotiations to purchase USA Power’s Spring Canyon assets, and USA Power provided PacifiCorp with details on the entire project. PacifiCorp terminated the negotiations, however, and began construction on a power plant project in Mona that was very similar to the Spring Canyon project. PacifiCorp also retained Jody Williams, USA Power’s former attorney, to help it obtain water rights for its project, called the Currant Creek project. USA Power brought suit against Williams, asserting malpractice claims for Williams’s alleged breach of her fiduciary duties of confidentiality and loyalty, and against PacifiCorp, alleging misappropriation of USA Power’s trade secrets. The trial court granted summary judgment for Defendants. The Supreme Court reversed. On remand, the jury returned a special verdict against PacifiCorp and Williams. The trial court reduced the unjust enrichment award against PacifiCorp, granted Williams’s judgment notwithstanding the verdict motion for lack of evidence related to causation, and determined that USA was entitled to attorney fees. Both parties appealed. The Supreme Court affirmed the trial court’s rulings as to each issue presented on appeal, holding that the court did not err in its judgment. View "USA Power, LLC v. PacifiCorp" on Justia Law

In 2003, a closely held corporation purchased a United life insurance policy on Clark, then its President. Buck, its COO, was the beneficiary. Clark thought that the $1 million death benefit would enable Buck to buy out his stock from Clark’s family. The policy was amended so that the benefit would go to the corporation. In 2005 Clark retired and sold his interest to Holtz, the firm’s new President. Buck remained as COO. Holtz owned 61% of the stock and Buck the rest. Holtz received a copy of the policy, including the amendment naming the corporation as the beneficiary. Another copy was in corporate files. Clark died in 2011. Buck told Holtz that the company was the beneficiary, but United paid the money to Buck. When Buck tried to use the proceeds to buy Holtz’s stock, he was removed from the board and quit as COO. The corporation sued. United conceded that the corporation was the beneficiary, but argued that the corporation knew the truth and allowed Buck to claim the money, carrying out the plan devised by Clark and Buck. During discovery,the corporation then admitted finding the amendment earlier. The judge entered summary judgment in favor of United. The Seventh Circuit affirmed, rejecting an argument that Holtz was misled by United’s error and had no reason to think that the corporation was the beneficiary. The corporation’s knowledge, not Holtz’s, is dispositive. View "Samaron Corp. v. United of Omaha Life Ins. Co." on Justia Law