Justia Contracts Opinion Summaries

Northstar Founders, LLC is a North Dakota company which was seeking financing to build a canola processing plant near Hallock, Minnesota. Northstar worked with several companies in an effort to raise funds for the project. In early April 2008, Northstar entered into a financial advisory agreement ("MDL Agreement") with MDL Consulting Group and Irish Financial Group, Inc. The agreement provided that MDL and Irish might act as a finder of potential sources of financing and required Northstar to pay various fees to MDL and Irish for their services, including success and equity fees if certain conditions were met. MDL and Irish introduced Northstar to Peter Williams. Williams was an investment banker in the New York office of Oppenheimer & Co., Inc., and was also a member of the board of directors of Hayden Capital Corp. MDL and Irish suggested Northstar enter into a financial advisory agreement with Hayden Capital USA (a subsidiary of Hayden Capital). Northstar signed a non-exclusive letter agreement with Hayden USA. Under the agreement, Northstar retained Hayden USA to act as a non-exclusive financial advisor and placement agent in connection with financing for the canola processing plant. Under the agreement, Hayden USA agreed to identify and introduce Northstar to potential purchasers or lenders and assist in structuring the financing and terms of the equity or debt financing. The agreement provided Northstar would pay Hayden USA a financing fee as compensation for its services if the conditions of the agreement were met. Stephen Hayden signed the agreement for Hayden USA. On April 28, 2008, Northstar entered into a confidentiality and non-disclosure agreement with Oppenheimer, which stated the purpose of the agreement was to facilitate business dealings between Northstar and Oppenheimer associated with the development of the processing plant. Williams signed the agreement for Oppenheimer. In July 2008, Williams introduced Northstar to PICO Holdings, Inc. In 2010, PICO Holdings and Northstar negotiated a transaction to build the canola processing plant. Hayden USA demanded a finder's fee from Northstar under the Hayden Agreement, claiming Williams was working on behalf of Hayden USA when he introduced Northstar to PICO Holdings. Irish and MDL also sought a finder's fee from Northstar, claiming they satisfied the terms of the MDL Agreement when they introduced Northstar to Williams. Hayden Capital US, Hayden Capital Corp., Peter Williams, and Stephen Hayden, and MDL Consulting Group, LLC and Andrew Zweig appealed, and Northstar Founders, LLC cross-appealed district court judgment declaring that Northstar did not owe Hayden or MDL finder's fees for securing financing for a canola processing plant. Finding no reversible error, the Supreme Court affirmed.View "Northstar Founders, LLC v. Hayden Capital USA, LLC" on Justia Law

NASDAQ conducted the initial public offering (IPO) for Facebook in May 2012. UBS subsequently initiated an arbitration proceeding against NASDAQ seeking indemnification for injuries sustained in the Facebook IPO, as well as damages for breach of contract, breach of an implied duty of good faith and fair dealing, and gross negligence. NASDAQ initiated a declaratory judgment action to preclude UBS from pursuing arbitration. The district court granted a preliminary injunction and UBS appealed. The court concluded that federal jurisdiction is properly exercised in this case; the district court properly decided the question of arbitrability because the parties never clearly unmistakably expressed an intent to submit that question to arbitration, and such an intent cannot be inferred where, as here, a broad arbitration clause contains a carved-out provision that, at least arguably covers the instant dispute; UBS's claims against NASDAQ are not subject to arbitration because they fall within the preclusive language of NASDAQ Rule 4626(a), and the parties specifically agreed that their arbitration agreement was subject to limitations identified in, among other things, NASDAQ Rules; and, therefore, the court affirmed the district court's order preliminarily enjoining UBS from pursuing arbitration against NASDAQ. The court remanded for further proceedings.View "NASDAQ OMX Grp., Inc. v. UBS Sec., LLC" on Justia Law

Plaintiff and a certified class of EverBank customers filed suit against EverBank for breach of contract. Plaintiff and the class purchased EverBank WorldCurrency certificates of deposit (CDs) denominated in Icelandic krona (ISK), which matured between October 8, 2008, and December 31, 2008. Applying Florida law, the court agreed with the district court that plaintiff failed to introduce evidence sufficient for a reasonable jury to find that EverBank breached the Terms and Conditions of the contract by exercising its discretion to close the CDs at maturity under paragraph 1.17 in bad faith; plaintiff's Truth in Savings Act section 266 (TISA), 12 U.S.C. 4305(c), argument is unpersuasive where the TISA does not provide a private right of action to enforce its provisions; the court agreed with the district court that the Lock-In Alternative suggests that many customers might desire to have their balances converted into U.S. dollars upon maturity, and that it would therefore be reasonable for the Terms and Conditions to provide for a generally understood currency conversion rate; but the court disagreed that the Lock-In Alternative establishes as a matter of law that paragraph 2.7.1 of the Terms and Conditions provides that rate; because the Terms and Conditions do not unambiguously supply a currency conversion rate applicable when the CDs are closed, EverBank may have breached its agreement with the class members by returning the value of their CDs using a currency conversion rate within 1% of the wholesale spot price. Accordingly, summary judgment was not appropriate on this issue. The court affirmed in part, reversed in part, and remanded.View "Vathana v. EverBank" on Justia Law

Plaintiff-construction company filed suit asserting that Defendant-homeowners breached the parties’ contract in which Plaintiff agreed to complete construction work on Defendants’ home. Further, Plaintiff alleged that Defendants were unjustly enriched in failing to pay the balance owed to Plaintiff. The trial justice awarded Plaintiff $55,455 in damages plus prejudgment interest on an offer of judgment that had been deposited in the Registry of the Superior Court. Defendants appealed the decision to award prejudgment interest, and Plaintiff cross-appealed the damages award. The Supreme Court dismissed the appeals of both parties and affirmed the judgment, holding that the trial justice was not clearly wrong in awarding statutory interest in the offer of judgment and in his conclusion that Plaintiff was entitled to $55,455.View "Raiche v. Scott" on Justia Law

Tenant leased certain property from Landlord. Landlord filed a petition for a declaratory judgment seeking a ruling that it could have reasonable access to the property to show it to prospective buyers. The district court found the lease to be unambiguous and granted summary judgment to Tenant, concluding that Tenant could exclude Landlord from showing the property until ninety days remained in the term of the lease. The Supreme Court reversed the judgment of the district court, holding that lease provisions that gave Landlord the right to sell the property at any time during the lease term encompassed the right to access the property temporarily at reasonable times to show the property to prospective buyers.View "Alta Vista Props., LLC vs. Mauer Vision Ctr., PC" on Justia Law

Plaintiff Lori Edwards appealed a trial court's ruling denying her petition for writ of mandate, challenging Edwards's classification and payment as a substitute teacher for the 2007/2008 school year. Edwards contends that, because she provided teaching services during the entire school year, she was a permanent employee and therefore was unlawfully deprived of backpay for the 2007/2008 school year. Edwards also argued the trial court erred in finding her writ petition barred by the three-year statute of limitations. Upon review of the matter, the Court of Appeal concluded Edwards's writ petition was not barred by the statute of limitations because the limitation period was tolled while Edwards was pursuing internal administrative remedies. Nevertheless, the Court concluded the trial court did not err in denying Edwards's petition on the grounds the Lake Elsinore Unified School District did not misclassify Edwards as a substitute teacher and was not required to pay Edwards backpay.View "Edwards v. Lake Elsinore Unified etc." on Justia Law

Valensa filed suit against Cyanotech for tortious interference with contract and breach of a confidentiality agreement. Cyanotech then moved to compel arbitration based on two contracts between the parties. The district court denied the motion. The court reversed and remanded where the district court erred when it refused to allow an arbitrator to decide whether their dispute is arbitrable under one of the parties' contracts because the parties clearly and unmistakably incorporated the rules of the American Arbitration Association into their arbitration provisions.View "U.S. Nutraceuticals, LLC v. Cyanotech Corp." on Justia Law

Beginning in 1983, Defendant law firm represented Alice Lawrence and her three children in litigation arising from the death of her husband and their father, a real estate developer. For over three decades, Lawrence and Seymour Cohn, the decedent’s brother and business partner, litigated issues surrounding the sale of the decedent’s properties and the distribution of the proceeds. After Cohn and Lawrence settled the matter, this dispute followed between Lawrence and Defendant with respect to the law firm’s fee and the validity of gifts made by Lawrence to three law firm partners. Lawrence died in 2008. Thereafter, the Lawrence estate argued that a revised retainer agreement between the parties was void procedurally and substantively and made claims for refund of the gifts. The Court of Appeals held (1) the revised retainer agreement was neither procedurally nor substantively unconscionable and was therefore enforceable; and (2) the Lawrence estate’s claim for return of the gifts was time-barred.View "Matter of Lawrence" on Justia Law

RNT appealed the trial court's grant of summary judgment on its claim for breach of insurance contract against RNT, arguing that the trial court erroneously determined that the claim failed in light of the terms of RNT's policy. The court concluded that summary judgment on RNT's claim for breach of insurance contract was properly granted on the basis of the undisputed facts; condition 10(b) of the policy, which terminates an insurer's liability when the loan is paid off or the related mortgage is released; and exclusion 3(a) of the policy, which precludes coverage for defects, liens, encumbrances, adverse claims or other matters created, suffered, assumed, or agreed to by RNT. Accordingly, the court affirmed the judgment.View "RNT Holdings v. United Gen. Title Ins." on Justia Law

This case concerned a dispute between an insurance carrier (Plaintiff) and its insured (Defendant) regarding Plaintiff’s obligation to pay underinsured motorist benefits. An arbitration panel concluded that the issue of whether the relevant policy provisions provided coverage for the claim should be resolved under the choice of law rules governing claims sounding in tort, rather than claims sounding in insurance and contract, and therefore, that New Jersey law rather than Connecticut law governed Defendant’s claim for uninsured motorist benefits under the policy. The trial court vacated the arbitration award, and the Appellate Court affirmed. The Supreme Court affirmed, holding that the Appellate Court, in its opinion adopting the decision of the trial court, properly applied sections 6(2), 188 and 193 of the Restatement (Second), contract choice of law, to determine that Connecticut law governed the claim.View "Gen. Accident Ins. Co. v. Mortara" on Justia Law