Justia Contracts Opinion Summaries

Montana Health Network, Inc. (MHN), which maintains the Montana Health Network Health Insurance Plan & Trust (the Plan), and Great Falls Orthopedic Associates (GFOA) executed a document (the Adoption Agreement) under which GFOA would adopt the Plan to obtain coverage for its employees. GFOA later stated that it wished to withdraw from the Plan. At the time, the Plan covered approximately thirty eligible GFOA employees. MHN denied GFOA’s attempt to withdraw from the Plan on the basis that GFOA failed to give timely notice to avoid automatic renewal of the Adoption Agreement. Thereafter, GFOA submitted waivers of coverage for twenty-seven of its covered employees and ceased submitting premium payments for those employees. MHN denied the waivers, but GFOA did not remit payment for the premiums of the twenty-seven employees who submitted waivers. MHN filed a breach of contract action against CFOA. The district court granted summary judgment to GFOA. The Supreme Court affirmed, holding that the district court (1) did not err in finding the contract ambiguous and in granting summary judgment to GFOA; and (2) GOFA was entitled to reasonable attorney’s fees accrued while defending this appeal. View "Mont. Health Network, Inc. v. Great Falls Orthopedic Assocs." on Justia Law

Bottrell Family Investments Limited Partnership and Defendants entered into a contract providing that Defendants would buy Bottrell’s interest in an LLC. Defendants failed to close and forfeited their share to Bottrell according to the terms of the contract. Bottrell later sold some of the LLC’s physical assets and transferred employees to other subsidiaries. Bottrell brought this action seeking damages under the contract as well as a declaratory judgment that the contract was still effective and that Defendants breached the contract. The district court awarded summary judgment to Defendants, concluding that Bottrell elected to pursue the remedy of forfeiture and rescinded the contract and that the doctrine of laches would bar Bottrell’s suit. The Supreme Court reversed, holding (1) the contract did not limit Bottrell to the remedies provided in the contract; and (2) Defendants did not show extraordinary circumstances or prejudice sufficient to justify the application of laches. Remanded for the district court to enter judgment in Bottrell’s favor and to calculate damages. View "Bottrell Family Invs. Ltd. P’ship v. Diversified Fin., Inc." on Justia Law

Plaintiffs own mineral interests in Chalybeat Springs and granted 21 oil and gas leases based on those interests. EnerQuest and BP America are the lessees. The property interests in Chalybeat, including the leases at issue, are subject to a Unit Agreement that establishes how the oil and gas extracted from certain formations will be divided and provides for a unit operator with the exclusive right to develop the oil and gas resources described in the Unit Agreement. In the late 1990s, PetroQuest became the operator of the Chalybeat Unit. Unhappy with the level of extraction, lessors filed suit against EnerQuest and BP, seeking partial cancellation of the oil and gas leases on the ground that EnerQuest and BP breached implied covenants in the leases to develop the oil and gas minerals. The district court granted the companies’ motion for summary judgment, reasoning that the lessors had not provided EnerQuest and BP with required notice and opportunity to cure a breach. The Eighth Circuit affirmed, rejecting an argument that the plaintiffs’ earlier effort to dissolve the Chalybeat Unit constituted notice. View "Lewis v. Enerquest Oil & Gas, LLC" on Justia Law

In 2011, Wanchetta Reese, individually and as owner and beneficiary of the life-insurance policy issued on the life of her husband Lee Reese, filed a complaint in the Etowah Circuit Court against the defendants, Alfa Life Insurance Corporation, Josh Griffith and Judy Russell, two licensed Alfa insurance agents. Reese advised Defendants that she sought to obtain life insurance on her husband so that she would have funds available to bury him in the event of his death. Mr. Reese suffered from several chronic conditions, including kidney disease and diabetes. Reese contended that after being advised of Lee Reese's medical condition, Griffith stated to Reese that he needed to ask Russell for advice in completing the insurance application. In the presence of Reese, Griffith advised Russell Lee Reese's medical issues, and Russell advised Griffith, in the presence of Reese, to not put that information in the application. Lee Reese passed away unexpectedly on May 23, 2010. Mrs. Reese turned to defendants to make a claim for benefits, and Alfa denied it in a letter dated August 16, 2010. In her complaint, Mrs. Reese raised several claims including breach of contract, bad faith, fraud and the tort of outrage. Defendants moved to dismiss, and the trial court granted the motion with respect to the outrage claim, and denied as to Reese's other claims. The Supreme Court, after review, reversed the trial court's denial of defendants' motion as to the remaining claims: the undisputed evidence showed: (1) that Reese improperly relied on the agents' oral representations regarding the validity of the application without making any attempt to read the life-insurance policy application; (2) that Reese made no attempt to inquire into or to investigate any inconsistencies between the agents' oral representations and the language of the application; and (3) that no exception to the duty to read applied here. View "Alfa Life Insurance Corp. v. Reese" on Justia Law

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