Justia Contracts Opinion Summaries

The DeSoto County School District entered into a contract with a private entity called the Mississippi High School Activities Association (“MHSAA”). The terms of the contract allowed MHSAA to decide whether School District students were eligible to play high school sports. In making its decisions, MHSAA applied its own rules and regulations, and neither the School District nor its school board had input into the process. In 2012, R.T. was a star quarterback for Wynne Public School in Wynne, Arkansas. His parents, the Trails, decided that a change of school districts would be in R.T.’s best interests, so in January 2013 they bought a house in Olive Branch and enrolled R.T. in Olive Branch High School. Their daughter was to remain in Wynne until the school year ended. MHSAA determined that R.T. was eligible to compete in spring sports and allowed R.T. to play baseball. MHSAA conditioned R.T.’s continuing eligibility on the Trails’ daughter also enrolling in the School District at the start of the 2013-2014 school year. But, because the Trails’ daughter did not want to leave her friends behind in Arkansas, the family decided that one parent would stay in Arkansas with their daughter, as they had done during the spring semester, and the other parent would move to Mississippi and remain with R.T. On the eve of the 2013 football season, MHSAA notified the school and R.T. that, under its interpretation of its rules and regulations, R.T. was ineligible to play because it had determined that his family had not made a bona fide move to the School District. Neither the School District nor Olive Branch High School appealed through MHSAA’s internal procedure, so the Trails immediately filed a petition for a temporary restraining order (TRO) and preliminary injunction in the DeSoto County Chancery Court. The chancellor signed an ex-parte order granting the TRO and revoking MHSAA’s adverse eligibility determination. "While it generally is true that high school students have no legally protected right to participate in high school athletics,25 once a school decides to create a sports program and establish eligibility rules, the school—or as in this case, MHSAA—has a duty to follow those rules; and it may be held accountable when it does not do so. . . . And where, as here, the school delegates its authority to control student eligibility through a contract with a private entity, we hold that students directly affected by the contract are third-party beneficiaries of that contract. For us to say otherwise would run contrary to the very reason for extracurricular activities, which is to enrich the educational experience of the students." R.T. had standing to challenge MHSAA's eligibility decision that prevented him from playing high school sports. The Court affirmed the chancery court in this case, and remanded the case for further proceedings. View "Mississippi High School Activities Association, Inc. v. R.T." on Justia Law

These appeals stemmed from an opinion and order filed in March 2014 which: (1) granted summary judgment to Pandora on the issue of whether the consent decree governing the licensing activities of ASCAP unambiguously precludes partial withdrawals of public performance licensing rights and (2) set the rate for the Pandora-ASCAP license for the period of January 1, 2011 through December 31, 2015 at 1.85% of revenue. In this case, the partially withdrawn works at issue remain in the ASCAP repertory under the plain language of the consent decree. The court concluded that, since section VI of the decree provides for blanket licenses covering all works contained in the ASCAP repertory, it necessarily follows that the partial withdrawals do not affect the scope of Pandora's license. In regards to rate-setting, the court concluded that the district court did not commit clear error in its evaluation of the evidence or in its ultimate determination that a 1.85% rate was reasonable for the duration of the Pandora-ASCAP license. Further, the district court's legal determinations underlying the ultimate conclusion - including its rejection of various alternative benchmarks proffered by ASCAP - were sound. Accordingly, the court affirmed the district court's orders. View "Pandora Media v. American Society of Composers, Authors & Publishers" on Justia Law

The Tenth Circuit Court of Appeals certified a question of Oklahoma law to the Oklahoma Supreme Court. In April 2008, plaintiffs Shannon and Eric Walker requested several samples of hardwood flooring from BuildDirect.com Technologies, Inc., a Canadian corporation, through BuildDirect's website. The next month they arranged, over the telephone, to purchase 113 boxes of flooring from BuildDirect. BuildDirect emailed a two-page written Contract entitled "Quotation" to Ms. Walker, who signed and dated the Contract and returned it to BuildDirect via fax. The Contract described the type, amount, and price of the flooring purchased by the Walkers. And, it included 14 bullet points setting forth additional terms. The sixth bullet point stated: "All orders are subject to BuildDirect's 'Terms of Sale.'" The Walkers alleged that after they installed the flooring, they discovered that their home was infested with nonindigenous wood-boring insects. According to the Walkers, the insects severely damaged the home, and caused the home to be subject to quarantine and possible destruction by the United States Department of Agriculture. The question the federal appeals court posed to the Oklahoma Supreme Court was whether a written consumer contract for the sale of goods incorporated by reference a separate document entitled "Terms of Sale" available on the seller's website, when the contract stated that it was "subject to" the seller's "Terms of Sale" but did not specifically reference the website. In response, the Oklahoma Court held that Oklahoma law did not recognize a "vague attempt at incorporation by reference" as demonstrated in this case. Under the Oklahoma law of contracts, parties may incorporate by reference separate writings, or portions thereof, together into one agreement where: (1) the underlying contract makes clear reference to the extrinsic document; (2) the identity and location of the extrinsic document may be ascertained beyond doubt; and (3) the parties to the agreement had knowledge of and assented to its incorporation. View "Walker v. BuildDirect.com Technologies, Inc." on Justia Law

The Montana Public Service Commission determined that Whitehall Wind, LLC had not established a legally enforceable obligation during contract negotiations with NorthWestern Energy for the sale and purchase of electric energy generated by a proposed wind facility. The district court reversed, determining that NorthWestern’s refusal to negotiate created a legally enforceable obligation entitling Whitehall to a long-term avoided cost rate. The Supreme Court reversed the district court’s decision and order and remanded for reinstatement of the Commission’s order, holding that the Commission did not exceed its statutory authority in concluding that evidence of a utility’s refusal to negotiate, without more, is insufficient to establish that a qualifying facility has committed itself to the proposed project. View "Whitehall Wind, LLC v. Mont. Pub. Serv. Comm’n" on Justia Law

Hess, an attorney, had worked on a number of medical-malpractice cases before his law firm, Kanoski terminated his employment. Many of these cases settled after Hess’s termination, and Hess was not compensated. He sued under his employment agreement and under the Illinois Wage Payment and Collection Act, adding claims of tortious interference, wrongful discharge, unjust enrichment, and quantum meruit. In 2011, the district court dismissed each of Hess’s claims. On remand the district court held that Hess was not entitled to compensation for the post-termination settlements. The Seventh Circuit affirmed, based on its interpretation of Hess’s employment contract provisions that Hess would receive bonus pay in the amount of 15 percent of all fees “generated over the base salary (or $5,000 per month),” that the bonus shall increase to 25 percent “on all fees received annually in excess of $750,000.00,” and that that, “where the Corporation retains clients upon Employees [sic] termination that Employee has no proprietary interest in fees to be earned since the Employee is to be fully compensated through his salary and/or bonus for all work done while an Employee of the Corporation.” View "Hess v. Kanoski & Associates" on Justia Law

This appeal stemmed from a contract dispute between Amerijet and Zero Gravity where Amerijet operated parabolic flights for Zero Gravity and provided maintenance services. On appeal, Amerijet challenged the district court's anti-suit injunction and petitioned for a writ of mandamus setting aside the district court's order reopening this case after the parties purportedly settled their dispute. Amerijet argued that the district court lacked subject matter jurisdiction because it erred in setting aside Amerijet's voluntary dismissal under Federal Rule of Civil Procedure 41(a)(1)(A)(i). The court affirmed the injunction and denied the petition, concluding that a pre-removal answer meeting the requirements of state law suffices to preclude voluntary dismissal under Rule 41. View "Amerijet Int'l v. Zero Gravity Corp." on Justia Law

Kenneth Adams appealed the grant of summary judgment in favor of Tractor & Equipment Co., Inc. ("TEC"). Adams and James "Buddy" Money are the only two members of Waste Two Energy, LLC, a company that operated two landfills in Mobile. In early 2011, Money, the managing member of Waste Two, had discussions with representatives of TEC, a company that repairs, rents, and sells heavy equipment, about servicing heavy equipment used by Waste Two in the operation of its business. Waste Two provided a "credit application and agreement" to TEC; Money and Adams were listed as the "officers, partners, or owners" of Waste Two. Money signed the agreement as the "principal of the credit applicant or a personal guarantor;" The names "James Money" and "Ken Adams" were handwritten on two lines below a guaranty provision that were each labeled "Guarantor." Beginning in March 2011 and continuing through July 2011, TEC performed various services on equipment owned by Waste Two. At some point after TEC had performed a substantial amount of work on Waste Two's equipment, a dispute arose between Waste Two and TEC over the amount of money Waste Two owed TEC for the services it had provided. Waste Two filed a complaint in the Mobile Circuit Court, asserting claims of breach of contract and misrepresentation against TEC. TEC filed a motion for summary judgment with respect to its third-party claims against Adams and Money. The court granted TEC's motion. Adams moved for reconsideration, arguing that he did not sign the guaranty to TEC, and that he should not have been held responsible in TEC's claims against Money and Waste Two. Upon review, the Supreme Court concluded that a genuine issue of material fact existed with regard to whether a valid guaranty bound Adams to TEC's alleged debt. Because an affidavit was properly before the trial court, and because the court had no basis for disregarding it, the Supreme Court held the trial court erred in entering summary judgment in favor of TEC on its breach-of-guaranty claim against Adams. View "Adams v. Tractor & Equipment Co., Inc." on Justia Law

Plaintiff donated 159 acres of land to the Nebraska National Trails Museum Foundation (NNTM). At the time of the donation, NNTM leased the land back to Plaintiff and allowed him to farm the land. Plaintiff’s subsequent upgrades to the land caused the number of certified irrigated acres (CIAs) assigned to the land to almost double. Plaintiff filed a complaint alleging that NNTM would be unjustly enriched if it were allowed to maintain possession of the CIAs. The district court entered judgment in favor of NNTM. The Supreme Court affirmed, holding (1) the district court did not err in determining that Plaintiff was not entitled to the CIAs; and (2) the district judge who heard the case did not err in not recusing himself from the proceedings after the judge had a conversation with the manager of another natural resources district regarding Plaintiff. View "Kalkowski v. Neb. Nat’l Trails Museum Found., Inc." on Justia Law

In 2005 Gordon Timmerman, sole owner of MacDonald Miller Alaska, Inc., agreed to release a claim MacDonald Miller had against Ranes & Shine, LLC, and to pay an additional $18,000 in exchange for equipment Ranes & Shine claimed to own free of any encumbrances. Five years later First National Bank Alaska contacted Timmerman, asserting a security interest in the equipment and requesting its return. First National eventually filed this suit against Timmerman in 2010 to obtain possession of the equipment. Timmerman filed a third-party complaint against Ranes & Shine and its former managing member, Thomas Ranes, asserting breach of warranty of title, misrepresentation, unfair trade practices, and common law contract claims. Ranes & Shine alleged among its other contentions that the applicable statutes of limitation barred Timmerman’s suit because First National’s publicly filed Uniform Commercial Code (UCC) financing statement should have placed Timmerman on inquiry notice of First National’s security interest in the equipment at the time of the agreement in 2005. The superior court disagreed and held Ranes & Shine liable for breach of contract and misrepresentation, while also dismissing the claims asserted against Ranes individually. Ranes & Shine appealed. After review, the Supreme Court affirmed the superior court’s statute of limitations and attorney’s fees and costs rulings, as well as various procedural rulings. But the Court reversed the superior court’s decision to dismiss the misrepresentation claim that Timmerman’s company, MacDonald Miller, had asserted against Ranes in his individual capacity, and remanded for further proceedings on that issue. View "Ranes & Shine, LLC v. MacDonald Miller Alaska, Inc." on Justia Law

Owner and developer, Stratton Corporation and Intrawest Stratton Development Corporation, sued a condominium construction project's general contractor Engelberth Construction, Inc., who in turn filed a third-party claim against subcontractor Evergreen Roofing Company. A jury found that Engelberth Construction breached its contract with developer and breached an express warranty, which proximately caused developer to sustain damages related to roof repairs. The jury also found that Evergreen Roofing breached its subcontract with Engelberth Construction, and that Evergreen Roofing was obligated to indemnify Engelberth Construction. Evergreen Roofing appealed, arguing that the court erred in denying a pretrial motion for summary judgment filed by Engelberth Construction on various issues, including the scope of the contract between developer and Engelberth Construction and whether proof of non-insurance or lack of availability of insurance coverage was a prerequisite to developer's recovery against Engelberth. The Supreme Court affirmed, finding that Evergreen Roofing failed to preserve its argument. View "Stratton Corp. v. Engleberth Construction, Inc." on Justia Law