Justia Contracts Opinion Summaries

Lawson sold computer maintenance and support services for StorageTek. He was paid a base salary and commissions on his sales under the company’s annual incentive plan. Sun Microsystems acquired StorageTek in 2005. At the time Lawson was working on a large sale to JPMorgan Chase, but the deal did not close until 2006. If StorageTek’s 2005 incentive plan applied, Lawson would earn a commission, as high as $1.8 million. If the sale fell under Sun’s 2006 incentive plan, his commission would be about $54,000. Sun determined that the 2006 plan applied. Lawson sued for breach of contract and violation of Indiana’s Wage Claim Statute. The district court rejected the statutory wage claim but submitted the contract claim to a jury, which awarded Lawson $1.5 million in damages. The Seventh Circuit reversed. The sale did not qualify for a commission under the terms of the 2005 plan. Although the original plan documents said the plan would remain in effect until superseded by a new one, a September 2005 amendment set a definite termination date for the plan year: December 25, 2005. To earn a commission under the 2005 plan, sales had to be final and invoiced by that date. View "Lawson v. Sun Microsystems, Inc." on Justia Law

Tilstra (an Ontario business) sued a Wisconsin manufacturer of dairy equipment, BouMatic. Tilstra had been a BouMatic dealer for about 20 years. Tilstra’s territory included “arguably the richest dairy county in Canada,” on which 55,000 dairy cows grazed. His dealership was making a profit of $400,000 a year. The dealership contract reserved to BouMatic “the right to change, at its sole discretion, the assigned territory,” but provided that “BouMatic shall not terminate this Agreement or effect a substantial change in the competitive circumstances of this Agreement without good cause and only upon at least ninety (90) days’ advance written notice …. The term ‘good cause’ means Dealer’s failure to comply substantially with essential and reasonable requirements imposed upon Dealer by BouMatic.” Tilstra claimed that by devious means, BouMatic forced him to sell his dealership to a neighboring BouMatic dealer at a below-market price. The jury awarded Tilstra $471,124 in damages. The Seventh Circuit affirmed, stating that BouMatic never gave Tilstra written notice of any alleged failure to comply. View "Tilstra v. BouMatic LLC" on Justia Law

Plaintiffs filed suit against the United States seeking enforcement of a settlement agreement. At issue was whether the actions taken by the district court in 1985 - verbally expressing approval of the settlement terms, dismissing the case on the merits in a brief order, and subsequently signing and so‐ordering the parties’ settlement agreement - sufficed to retain jurisdiction over the enforcement of the agreement. The court concluded that the district court did not have jurisdiction over the enforcement of the settlement agreement because the district court’s order of dismissal failed expressly to retain jurisdiction or to incorporate the terms of the agreement, and because the district court’s so‐ordering of the settlement agreement took place after the court had already relinquished jurisdiction over the case and was thus ineffective to retain it. Accordingly, the court vacated and remanded. View "Hendrickson v. United States" on Justia Law

Petitioners purchased and financed an automobile from Respondent. Petitioners averred that Respondent failed properly to disclose the vehicle’s history. At issue in this case was the extent to which multiple documents executed on the same day during the course of the purchase and financing could be read together as constituting the entire agreement between the parties. The issue arose in the context of whether Petitioners’ claims against Respondent were subject to a mandatory arbitration provision in the Buyer’s Order, which set forth the purchase price. A Retail Installment Sales Contract (RISC), which contained the financing terms of the purchase, did not include an agreement to arbitrate. The circuit court granted Respondent’s motion to compel arbitration, thus disagreeing with Petitioners that the language of the Buyer’s Order was superseded by the RISC. The Court of Appeals affirmed, holding that, for the purposes of the instant case, the Buyer’s Order may be construed together with the RISC as evincing the entire agreement between the parties. View "Ford v. Antwerpen Motorcars Ltd." on Justia Law

Southeast Construction, L.L.C. ("SEC"), appealed a circuit court order that found WAR Construction, Inc., had provided SEC with certain releases as previously ordered by the circuit court and that SEC was accordingly now required to pay the outstanding $263,939 remaining on a $373,939 judgment previously entered on a February 16, 2011, arbitration award obtained by WAR against SEC, along with interest accruing from February 16, 2011. After review, the Supreme Court affirmed that judgment to the extent it held that WAR provided all required releases and that SEC was obligated to fulfill the judgment entered on the arbitration award. However, the Court reversed the judgment inasmuch as it held that SEC is required to pay interest on the award as calculated from February 16, 2011. On remand, the circuit court was instructed to calculate interest on the principal at the rate set forth in the arbitration award accruing from September 8, 2014. View "Southeast Construction L.L.C. v. WAR Construction, Inc." on Justia Law

Gladys Tellis, Sherry Bronson, Gwendolyn Moody, Nadine Ivy, and Uneeda Trammell (collectively, "the policyholders") initiated separate actions against American Bankers Insurance Company of Florida, asserting generally that American Bankers had sold them homeowner's insurance policies providing a level of coverage they could never receive, even in the event of a total loss involving the covered property. American Bankers moved the trial court hearing each action to compel arbitration pursuant to arbitration provisions it alleged were part of the subject policies; however, the trial courts denied those motions, and American Bankers appealed. The Supreme Court consolidated the five appeals for the purpose of writing one opinion, and reversed those orders denying the motions to compel arbitration. The Court based its decision on its holdings that the policyholders manifested their assent to the arbitration provision in their policies by continuing to renew the policies, that the sale of the policies affected interstate commerce, and that the arbitration provision in the policies was not unconscionable. View "American Bankers Ins. Co. of Florida v. Tellis" on Justia Law

Alfa Mutual General Insurance Company ("Alfa") petitioned for a writ of mandamus to direct the Mobile Circuit Court to grant its motion seeking to realign the parties to the underlying litigation so that Alfa may "opt out" of participation in the trial. In October 2012, respondent Mark Trotter was injured when a "road sweeper" he was operating was struck by a vehicle being operated by Daniel Elijah Davis, an uninsured motorist. In October 2014, Trotter sued Alfa seeking to recover uninsured/underinsured motorist ("UIM") benefits pursuant to a policy of insurance issued by Alfa to Trotter, which was in place at the time of the 2012 accident. Trotter did not include Davis as a codefendant in his action against Alfa. Alfa subsequently filed a third-party complaint adding Davis as a third-party defendant. Specifically, Alfa's third-party complaint alleged that, to the extent it was determined to be liable to Trotter for UIM benefits, then Alfa was subrogated to and entitled to recover the amount of that liability from Davis. Thereafter, Alfa filed a "Motion to Realign Parties" in which it asked to "opt out" of the litigation. Without explaining the findings on which its decision was based, the trial court denied Alfa's motion. The Alabama Supreme Court concluded after a review of the record, that Alfa has demonstrated a clear legal right to have its motion to realign the parties granted and to allow it to opt out of the underlying litigation. No authority is cited requiring that, in order to make the permitted election, Alfa must first release the right of subrogation to which it was also clearly entitled. View "Ex parte Alfa Mutual General Insurance Company." on Justia Law

The plaintiff in the underlying case, Brian Barze, sought a writ of mandamus to direct the Jefferson Circuit Court to set aside an order sealing a motion to stay filed by one of the defendants, James Holbrook. Barze filed suit against Sterne Agee Group, Inc., and Holbrook, the then CEO of Sterne Agee. Barze included claims of promissory fraud and fraudulent inducement, breach of contract, conversion, and defamation. In his complaint, Barze alleged that, in spring 2009, Sterne Agee had approached him about leaving his old company and becoming the chief financial officer ("CFO") of Sterne Agee and that Holbrook had told him that, if he joined Sterne Agee, Sterne Agee would pay him severance pay of at least one year's salary and bonus if the job with Sterne Agee did not work out. Barze alleged that he relied on Holbrook's promises and representations when he agreed to accept the job at Sterne Agee and when he left his former employer and gave up his opportunities there. Barze asserted that, after he started working with Sterne Agee, he was presented with an employment agreement to sign; that Holbrook assured him that the employment agreement was signed by all employees; that Holbrook assured him that Holbrook could and would take care of Barze and honor their oral agreement regarding the severance pay of at least one year's salary and bonus; and that Holbrook told Barze that he was committed to Barze as the long-term CFO of Sterne Agee. Barze asserted that, in reliance on Holbrook's assertions, he signed the employment agreement. Upon review of the dispute, the Supreme Court concluded that the trial court did not comply with the controlling case law procedure set forth in "Holland v. Eads" (614 So.2d 1012 (Ala. 1993)), it exceeded its discretion when it granted Holbrook's motion and directed the circuit clerk to seal Holbrook's motion to stay the underlying civil action. Accordingly, the Supreme Court granted the petition for the writ of mandamus and directed the trial court to vacate its July 23, 2014, order granting Holbrook's motion for leave to file his motion to stay under seal and sealing Holbrook's motion to stay. View "Ex parte Barze." on Justia Law

In 2011, Respondents sued Petitioner over two acres of land that Petitioner purchased from Respondents in 2006 through a trust. The deed mistakenly - but unambiguously - failed to reserve mineral rights. When Respondents discovered the error, they demanded that Petitioner issue a correction deed, but Petitioner claimed that the statute of limitations barred Respondents’ claims over the deed. Respondents urged the trial court to declare as a matter of law that the deed did not convey mineral rights and argued that Petitioner breached the sales contract by refusing to execute a correction deed. The trial court ruled that Respondents’ claims were time-barred. The court of appeals reversed, concluding that the discovery rule delayed the accrual of limitations for a deed-reformation claim. The Supreme Court reversed, holding (1) a plainly obvious and material omission in an unambiguous deed is not a type of injury for which the discovery rule is available because it charges parties with irrefutable notice for limitations purposes; (2) Tex. Prop. Code Ann. 13.002 provides all persons, including the grantor, with notice of the deed’s contents as well; and (3) therefore, a grantor who signs an unambiguous deed is presumed as a matter of law to have immediate knowledge of material omissions. Accordingly, Respondents’ suit was untimely. View "Cosgrove v. Cade" on Justia Law

At issue in this case was the scope of attorneys’ immunity from civil liability to non-clients. Philip Byrd and Nancy Simenstad commenced divorce proceedings. Simenstad was represented in the proceedings by Cantey Hanger, LLP. The parties eventually settled. The decree awarded Simenstad three aircraft as her separate property, including a Piper Seminole that had been owned by Lucy Leasing, Co., LLC. Byrd and two of the companies awarded to Byrd in the decree later sued Simenstad and Cantey Hanger alleging that after the decree was entered, Defendants falsified a bill of sale transferring the Piper Seminole from Lucy Leasing to a third party in order to shift tax liability for the aircraft to Byrd in contravention of the divorce decree. The trial court granted summary judgment to Cantey Hanger on attorney-immunity grounds. The court of appeals reversed, concluding that the firm’s alleged misconduct was unrelated to the divorce litigation and that the firm had not conclusively established its entitlement to immunity. The Supreme Court reversed the court of appeals and reinstated the trial court’s judgment, holding that Canter Hanger conclusively established that it is immune from civil liability to Plaintiffs, and therefore, the trial court’s grant of summary judgment was proper. View "Cantey Hanger, LLP v. Byrd" on Justia Law