Justia Contracts Opinion Summaries

The Laskas entered into a contract involving real property with the Barr Partners. Believing the contract created an option, the Barr Partners attempted to buy the property listed in the contract. The Laskas contended that the contract was ambiguous and void for lack of a time of performance and lack of mutual assent. The circuit court found the contract to be unambiguous and concluded that it granted the Barr Partners a right of first refusal and limited their rights under the contract. The Supreme Court reversed, holding that the contract was ambiguous. Remanded to the circuit court to consider extrinsic evidence and to determine the parties’ intent. View "Laska v. Barr" on Justia Law

The insured, who had been sued for damages by plaintiffs, entered into a settlement whereby it agreed to assign its rights and interests under the insurance policy to plaintiffs. However, when plaintiffs sought to recover under the policy, the insurer denied coverage because the insured breached the policy's notice conditions. The trial court granted summary judgment to the insurance company, finding that notice was not given as soon as practicable, and that the insurance company need not show appreciable prejudice as a result of the delay in notice in order to refuse coverage. Plaintiffs appealed, and the Appellate Division affirmed substantially for the reasons given by the trial court. After its review, the New Jersey Supreme Court held that because this Directors and Officers claims made policy was not a contract of adhesion but was agreed to by sophisticated parties, the insurance company was not required to show that it suffered prejudice before disclaiming coverage on the basis of the insured's failure to give timely notice of the claim. View "Templo Fuente De Vida Corp., et al. v. National Union Fire Insurance Co." on Justia Law

Redondo Construction Corporation filed for Chapter 11 bankruptcy. Through the proceedings, Redondo filed three complaints against the Puerto Rico Highway and Transportation Authority for money owed under construction contracts, alleging that it was entitled to damages and prejudgment interest. The bankruptcy court ruled in Redondo’s favor and found that Redondo was entitled to prejudgment interest. The First Circuit vacated the award of prejudgment interest and remanded. On remand, the bankruptcy court awarded Redondo prejudgment interest on its contract claims under Article 1061 of the Puerto Rico Civil Code, accruing through the payment of principal. The Authority moved to amend the judgment. The bankruptcy court denied the Authority’s motion, and the district court affirmed. The First Circuit vacated the judgment, holding (1) Redondo did not forfeit its claim to prejudgment interest under Article 1061; but (2) 28 U.S.C. 1961 exclusively controls awards of postjudgment interest in federal court, and therefore, the bankruptcy court should not have extended the prejudgment interest accrual period past the entry of judgment. Remanded for a calculation of section 1961 interest and a recalculation of Article 1061 interest. View "P.R. Highway & Transp. v. Redondo Constr. Corp." on Justia Law

At the heart of these three consolidated appeals was Sky Harbor’s alleged failure to pay rent to the Cheyenne Regional Airport and to leave the Airport premises. Sky Harbor argued that the district court lacked subject matter jurisdiction to decide any of the cases now on appeal. The district court generally ruled in favor of the Airport in all three cases. The Supreme Court affirmed, holding (1) the district and circuit courts did not lack subject matter jurisdiction in the three combined appeals; and (2) the judgments were entered in accordance with the law. View "Sky Harbor Air Serv., Inc. v. Cheyenne Reg’l Airport Bd." on Justia Law

Plaintiff initiated this action against Defendant alleging that Defendant defrauded her out of $100,000. Plaintiff alleged claims of unjust enrichment, constructive trust, and fraud. The district court ultimately granted default judgment in favor of Plaintiff after Plaintiff filed a motion for sanctions requesting a default judgment against Defendant as a sanction for violating a district court scheduling order requiring mediation. The Supreme Court affirmed, holding (1) the district court did not abuse its discretion by imposing default judgment for Defendant’s failure to comply with the court ordered mediation; and (2) the district court did not err in awarding prejudgment interest. View "Stafford v. Fockaert" on Justia Law

Plaintiff Archangel Diamond Corporation Liquidating Trust, as successor-in-interest to Archangel Diamond Corporation (collectively, “Archangel”), appealed dismissal of its civil case against defendant OAO Lukoil (“Lukoil”), in which it alleged claims under the Racketeer Influenced and Corrupt Organizations Act (“RICO”), breach of contract, and commercial tort law. The district court dismissed the case for lack of personal jurisdiction over Lukoil and under the doctrine of forum non conveniens. Archangel Diamond Corporation was a Canadian company and bankrupt. The liquidating trust was located in Colorado. In 1993, Archangel entered into an agreement with State Enterprise Arkhangelgeology (“AGE”), a Russian state corporation, regarding a potential license to explore and develop diamond mining operations in the Archangelsk region of Russia. Archangel and AGE agreed that Archangel would provide additional funds and that the license would be transferred to their joint venture company. However, the license was never transferred and remained with AGE. In 1995, AGE was privatized and became Arkhangelskgeoldobycha (“AGD”), and the license was transferred to AGD. Diamonds worth an estimated $5 billion were discovered within the license region. In 1998, Lukoil acquired a controlling stake in AGD, eventually making AGD a wholly owned subsidiary of Lukoil. Pursuant to an agreement, arbitration took place in Stockholm, Sweden, to resolve the license transfer issue. When AGD failed to honor the agreement, Archangel reactivated the Stockholm arbitration, but the arbitrators this time concluded that they lacked jurisdiction to arbitrate the dispute even as to AGD. Archangel then sued AGD and Lukoil in Colorado state court. AGD and Lukoil removed the case to Colorado federal district court. The district court remanded the case, concluding that it lacked subject-matter jurisdiction because all of the claims were state law claims. The state trial court then dismissed the case against both AGD and Lukoil based on lack of personal jurisdiction and forum non conveniens. The Colorado Supreme Court affirmed the dismissal as to AGD, reversed as to Lukoil, and remanded (leaving Lukoil as the sole defendant). On remand, the Colorado Court of Appeals reversed the trial court’s previous dismissal on forum non conveniens grounds, which it had not addressed before, and remanded to the trial court for further proceedings. The trial court granted Lukoil and AGD's motion to hold an evidentiary hearing, and the parties engaged in jurisdictional discovery. In 2008 and early 2009, the case was informally stayed while the parties discussed settlement and conducted discovery. By June 2009, Archangel had fallen into bankruptcy due to the expense of the litigation. On Lukoil’s motion and over the objection of Archangel, the district court referred the matter to the bankruptcy court, concluding that the matter was related to Archangel’s bankruptcy proceedings. Lukoil then moved the bankruptcy court to abstain from hearing the matter, and the bankruptcy court concluded that it should abstain. The bankruptcy court remanded the case to the Colorado state trial court. The state trial court again dismissed the action. While these state-court appeals were still pending, Archangel filed this case before the Tenth Circuit Court of Appeals, maintaining that Lukoil had a wide variety of jurisdictional contacts with Colorado and the United States as a whole. Finding no reversible error in the district court's ruling dismissing the case on forum non conveniens grounds, the Tenth Circuit affirmed. View "Archangel Diamond v. OAO Lukoil" on Justia Law

Defendant appealed the district court's order enforcing the terms of an agreement he entered into with Western Thrift and Loan Corporation to settle a malpractice lawsuit. The court concluded that a district court may retain ancillary jurisdiction to enforce a settlement agreement when its order dismissing the case reserves such jurisdiction. Here, the district court's dismissal order expressly reserved ancillary jurisdiction to enforce the terms of the settlement agreement for forty-five days. The district court therefore had jurisdiction to enforce the agreement, because Western Thrift moved to enforce the settlement agreement within the forty-five day time period. The court also concluded that the record itself was sufficient to create a enforceable settlement agreement, even though the parties did not memorialize the agreement. Accordingly, the court affirmed the judgment. View "Western Thrift and Loan Corp. v. Rucci" on Justia Law

From 1983-2005, Moen entered into collective bargaining agreements (CBAs) with the union. Employees who retired 1983-1996 and their dependents received hospitalization, surgical and medical coverage without cost. If the retirees (or spouses) were over age 65, Moen also reimbursed the full cost of Medicare Part B premiums. After 1996, retirees and dependents received hospitalization, surgical, and medical coverage upon payment of a co-premium frozen at the time of retirement. If over 65, they received Part B premium reimbursements at specified rates. In 2008, Moen shut down its Elyria operations. A “Closure Effects Agreement” provided that health-care coverage “shall continue” for retirees and spouses “under the [final] Collective Bargaining Agreement.” In 2013, Moen decreased benefits in response to “recent Medicare improvements” and the imposition of an excise tax on “Cadillac plans” through the Patient Protection and Affordable Care Act, 26 U.S.C. 4980I. Medicare-eligible retirees no longer receive coverage or Part B premium reimbursements; Moen shifted non-Medicare-eligible retirees to a plan that requires higher out-of-pocket payments. The court certified a class of about 200 individuals who had retired from the plant and were not covered by an earlier settlement agreement, then granted the plaintiffs summary judgment in reliance on Sixth Circuit precedent that was subsequently repudiated by the Supreme Court. The Sixth Circuit reversed, based on that 2015 decision. View "Gallo v. Moen Inc." on Justia Law

AngioScore sells angioplasty balloon catheters (AngioSculpt), designed to open arterial blockages. Three AngioScore patents each list three inventors, but none lists Lotan as an inventor. TriReme is a competitor of AngioScore. Apparently concerned that AngioScore might charge TriReme with infringement, TriReme sought to acquire an interest in the AngioScore patents from Dr. Lotan, who performed consulting services for AngioScore. Lotan granted TriReme an exclusive license to “any and all legal and equitable rights” he held in the AngioScore patents. Lotan claimed that his inventive contribution arose from his work in connection with the development of the AngioSculpt catheters in 2003, which is reflected in the AngioScore patents. AngioScore’s defense was based on a 2003 consulting contract between AngioScore and Lotan. AngioScore asserts that it acquired rights to all inventive work completed by Lotan. TriReme brought suit for correction of inventorship, 35 U.S.C. 256. The district court dismissed, finding that TriReme lacked standing. The Federal Circuit reversed and remanded for consideration of whether Lotan’s continued work on AngioSculpt after the contract’s effective date came within the contract’s language. View "TriReme Med., LLC v. Angioscore, Inc." on Justia Law

Plaintiff sued Defendant for breach of contract, and Defendant counterclaimed. The trial lasted twelve trial days. During deliberations, a juror asked a bailiff “how long deliberations typically lasted.” The bailiff responded that “an hour or two should be plenty.” After deliberating for one to two hours, the jurors returned a verdict awarding Plaintiff $10,733. Plaintiff had sought more than $5 million in damages. Plaintiff moved for a new trial based on the bailiff’s statement. The trial court denied the motion without holding an evidentiary hearing. The court of appeals reversed, concluding that prejudice should be presumed where it could not be determined from the record how the jury might have interpreted the bailiff’s comment, and therefore, the trial court abused its discretion in determining that the communication was not prejudicial. The Supreme Court reversed, holding that the trial court did not abuse its discretion in denying Plaintiff’s motion for a new trial without holding an evidentiary hearing, as the bailiff’s statement was not objectively prejudicial, and there was no significant fact question about what occurred. View "American Power Products, Inc. v. CSK Auto, Inc." on Justia Law