Justia Contracts Opinion Summaries

Prosperity entered into contracts with a number of F&M bankers that included covenants not to compete, not to solicit, and not to disclose confidential information obtained while working at Prosperity. Prosperity sought to enforce the restrictive covenants under Texas law, but the district court denied Prosperity's application for injunctive relief. Texas generally allows covenants not to compete so long as they are limited both geographically and temporally, Tex. Bus. & Com. Code Ann. 15.50(a). Oklahoma generally does not, Okla. Stat. tit. 15, 217. The court concluded that, with respect to the noncompetition covenants, the choice-of-law provision is likely unenforceable,and the agreement is unlikely to fall within Oklahoma’s goodwill exception to its ban on noncompetition agreements. Therefore, the court affirmed the denial of Prosperity’s request for an injunction seeking to enforce these clauses because Prosperity cannot meet the important “substantial likelihood of success” factor. The court concluded that, with respect to the nonsolicitation covenant, the choice-of-law provision is likely enforceable. Therefore, the court remanded to the district court to permit it to decide in the first instance whether the agreement is enforceable under Texas law as is, or pursuant to a modification, and whether the other equitable factors warrant a preliminary injunction. Finally, the court affirmed the district court's conclusion that the nondisclosure agreement was likely enforceable and denied the request for a preliminary injunction on the ground that Prosperity failed to establish likelihood of success or irreparable injury. View "Cardoni v. Prosperity Bank" on Justia Law

High Noon at Arlington Ranch Homeowners Association filed a complaint against D.R. Horton, Inc. alleging breach of implied warranties of workmanlike quality and habitability, breach of contract, breach of express warranties, and breach of fiduciary duty. High Noon moved, ex parte, for a stay and enlargement of time for service of the complaint until the Nev. Rev. Stat. Chapter 40 prelitigation process for constructional defect cases was complete. The district court granted High Noon’s motion. The Chapter 40 process was still not complete more than eight years later. In these original petitions for extraordinary relief, D.R. Horton argued that the district court erred when it initially granted the ex parte stay and further erred when it denied a motion to dismiss the underlying complaint pursuant to the five-year rule in Nev. R. Civ. P. 41(e) when the Chapter 40 process was still not complete. The Supreme Court denied both of these petitions for a writ of prohibition or mandamus, concluding (1) the district court’s order granting a stay was not in error; and (2) the five-year period was tolled under the Boren exception to Rule 41(d). View "D.R. Horton, Inc. v. Eighth Judicial Dist. Court" on Justia Law

Aggregate Construction, Inc. (Aggregate) hired Aaron Swan & Associates, Inc. (Swan) to conduct sodium-sulfate soundness testing of material to be used in a construction project for the South Dakota Department of Transportation (SDDOT) for sodium-sulfate soundness testing. Aggregate later filed this action against Swan, alleging breach of contract and negligence for Swan’s alleged failure to test adequately the material. The circuit court granted summary judgment in favor of Swan, concluding that a release executed between Aggregate and SDDOT barred the claims against Swan. The Supreme Court affirmed, holding that because Aggregate and SDDOT executed a release that applied to the causes of action brought by Aggregate against Swan, the circuit court correctly granted summary judgment to Swan. View "Aggregate Constr., Inc. v. Aaron Swan & Assocs., Inc." on Justia Law

Casper Lodging, LLC filed this breach of contract case against Robert Akers, alleging that Akers failed to deliver to James Koehler a hotel in compliance with the parties’ agreements. A jury found in favor of Casper Lodging and awarded $1,019,468 in damages, the full amount requested. During the settling of the jury instructions, the parties agreed to allow the circuit court to determine the appropriate date to calculate prejudgment interest in the event the jury found in favor of Casper Lodging. Upon receipt of the verdict, the circuit court declared that prejudgment interest accrued from the date of the delivery of the completed hotel and awarded Plaintiff $997,682 in prejudgment interest. Additionally, the court awarded Plaintiff post-judgment interest on the combined sum of the jury verdict and the prejudgment interest calculation. The Supreme Court (1) reversed the circuit court’s calculation of prejudgment interest and remanded for the court to compute prejudgment interest based on the cost of repairs incurred by Casper Lodging from the date the expenses were incurred; and (2) affirmed on all remaining issues. View "Casper Lodging, LLC v. Akers" on Justia Law

Appellant represented a client pursuant to a contingent-fee agreement but voluntarily withdrew from the representation of the client when efforts to settle the case failed. The client subsequently retained substitute counsel, and substitute counsel successfully negotiated a settlement. Appellant filed suit seeking to recover in quantum meruit the value of the services provided prior to withdrawal. The district court entered judgment against Appellant, concluding that Appellant was not entitled to recover in quantum meruit because he failed to establish good cause for withdrawal. The Supreme Court affirmed, holding (1) an attorney may withdraw from a contingent-fee agreement with or without cause, provided that the withdrawal satisfies the rule of professional responsibility; (2) the attorney may recover in quantum meruit the reasonable value of the services rendered prior to withdrawal if the attorney establishes that the withdrawal is for good cause; and (3) Appellant in this case failed to establish good cause. View "In re Petition for Distribution of Attorney’s Fees between Stowman Law Firm, P.A., and Lori Peterson Law Firm" on Justia Law

In 2005 the Army Corps of Engineers invited bids on a federal reservoir project in Illinois. One of the successful bidders was Slurry, which leased from Pileco a trench cutter made by Bauer. Slurry was a prime contractor on the Corps of Engineers’ project; the Miller Act, 40 U.S.C. 3131, requires prime contractors on some government construction projects to post bonds. Slurry used Fidelity as surety. The bond insured against a failure by Slurry to pay subcontractors, such as Pileco. Contending that the cutter was defective, Slurry refused to pay the agreed rental price. Pileco sued Slurry and Fidelity, asserting breach of contract that Fidelity violated the Miller Act by failing to reimburse Pileco for costs associated with Slurry’s reneging on its obligation to pay. Slurry counterclaimed. A second trial resulted in a verdict in Pileco’s favor except for a $357,716 equitable adjustment in favor of Slurry, based on time that cutter was inoperable because of a defect attributable to Pileco. The net result was that Pileco was awarded $2.23 million against Slurry for breach of contract and the same amount against Fidelity for the Miller Act violation. The Seventh Circuit affirmed, except with respect to the denial of prejudgment interest and costs. View "Pileco, Inc. v. Slurry Systems, Inc." on Justia Law

In 2008, Nunez purchased a commercial fishing vessel built in 1944, for $1. Having no fishing or boating expertise, Nunez hired Pennisi to install a refrigeration system and work on the boat’s pumping and electrical systems. The refrigeration system did not work properly; apparently Nunez moved the boat before Pennisi finished work and there was some evidence that the generators were inadequate for the system. Nunez sued Pennisi for the allegedly substandard work. Nunez contends he never read the complaint, but he signed a verification. Pennisi filed a cross-complaint, asserting breach of contract, breach of good faith and fair dealing, and goods and services rendered. The court dismissed claims by Nunez and, after a jury verdict, entered judgment in favor of Pennisi. Subsequently, Pennisi sued Nunez and his attorneys alleging malicious prosecution. The court denied a motion by Nunez under Code of Civil Procedure section 425.162 (anti-SLAPP (strategic lawsuit against public participation) to strike the malicious prosecution complaint and awarded $8,315 in attorney fees to Pennisi. The court of appeal reversed in part, finding that some of Pennisi's claims lacked the minimal merit necessary to avoid being stricken as a SLAPP, but that Pennisi’s malicious prosecution action had minimal merit. View "Nunez v. Pennisi" on Justia Law

Kleen Energy Systems, LLC, an electric generating facility, entered into a contract with Connecticut Light and Power Company, an electric distribution company. A dispute subsequently arose concerning the proper interpretation of the contract’s pricing provision. At the request of Waterside Power, LLC, which had entered into a similar contract with Connecticut Light and Power, the Commissioner of Energy and Environmental Protection, acting through the Public Utilities Regulatory Authority (the Authority), conducted proceedings to resolve the dispute. Kleen Energy was a participant in, but not a party to, those proceedings. Waterside subsequently filed a petition for a declaratory ruling challenging the decision. The Authority issued a declaratory ruling denying Waterside relief. Kleen Energy filed an administrative appeal from the Authority’s ruling, claiming that it had a contractual right to submit the dispute to arbitration and that the Authority lacked jurisdiction to issue a declaratory ruling to resolve the dispute. The trial court ultimately concluded (1) the Authority had jurisdiction to issue a declaratory ruling to resolve the dispute, (2) Kleen Energy had waived its contractual right to arbitration, and (3) the Authority had properly resolved the dispute. The Supreme Court reversed, holding that the trial court erred in determining that the Authority had jurisdiction to resolve the pricing dispute. View "Kleen Energy Sys., LLC v. Comm’r of Energy & Envtl. Prot." on Justia Law

Amy Landerman filed a complaint against Nathan Cook alleging that Cook fraudulently obtained shares of Landerman’s company, a Wyoming corporation. The district court entered judgment against Cook, finding that Cook committed fraud in the inducement and fraud in the execution. The total damages equaled $149,189. The district court also awarded punitive damages in the form of attorney fees in the amount of $114,063. The Supreme Court affirmed in all respects, holding (1) there was sufficient evidence for the district court to find fraud in the inducement; (2) the district court did not abuse its discretion in awarding punitive damages; and (3) the district court’s finding that a contract, in the form of an oral agreement, existed was supported by the record. View "Positive Progressions, LLC v. Landerman" on Justia Law

Slusher, an orthopedic surgeon and military reservist, worked at Heritage, a small hospital in Shelbyville, Tennessee, through a staffing service, on 30-day assignments beginning on July 20, 2010. Slusher was offered, but did not accept, a permanent position. He agreed to a one-year contract in January 2011, which could be terminated by either party for any reason upon 90 days’ notice or by Heritage, effective immediately, with 90 days’ pay instead of notice. It did not provide for renewal or extension. Heritage knew that he could be called up for deployment. On May 4, 2011, Slusher received orders. Before Slusher’s deployment, Heritage informed him that it had interviewed another physician for the orthopedic surgeon position. Heritage granted Slusher military leave. He reported for active duty on June 10. While he was in Iraq, Heritage informed Slusher that it was nearing a contract with Mosley. Slusher later signed a termination agreement, specifying that his employment would end on October 26. Slusher returned to Heritage, where Mosley had begun working, on October 3, and worked there until October 26, 2011. Slusher filed a complaint with the Veterans’ Employment and Training Service. After the Department of Labor closed its investigation, Slusher filed suit, claiming discrimination under and violation of the Uniformed Services Employment and Reemployment Rights Act, 38 U.S.C. 4301-35 and breach of contract. The Sixth Circuit affirmed summary judgment in favor of the defendants on each claim. View "Slusher v. Shelbyville Hosp. Corp." on Justia Law