Justia Contracts Opinion Summaries

Plaintiffs Sompo and Nipponkoa, subrogees of the cargo owners/shippers, filed suit against Defendants Norfolk Southern and KCSR to recover for the damages sustained to cargo by a train derailment. At issue in these appeals was the meaning and enforceability of provisions found in the bills of lading that purport to designate the ocean carrier as the sole entity responsible to the cargo owners for damage to the cargo. Further, Docket No. 13-3501 challenged Nipponkoa's ability to maintain its claim for contractual indemnification, a claim assigned to it by the upstream ocean carrier, against defendants. The court affirmed the judgment in Docket No. 13-3416 and concluded that summary judgment for defendants was proper where defendants are entitled to enforce the liability-limiting provision in the upstream carrier's bill of lading against plaintiffs. The court affirmed the judgment in Docket No. 13-3501 because defendants' arguments for reversal of Nipponkoa's judgment against them are all either waived or without merit. View "Sompo Japan Ins., Inc. v. Norfolk Southern Railway Co." on Justia Law

In October 2004, Cellport Systems, Inc. and Peiker Acustic GMBH & Co. KG entered into an agreement concerning Cellport’s technology for the hands-free use of cellphones in cars. In 2009, Cellport filed suit against Peiker, alleging breach of that agreement and sought royalties for seven Peiker products. The district court awarded Cellport royalties on only two of the products, interpreting an acknowledgment in the license agreement as "a rebuttable presumption." Cellport appealed, and Peiker filed a conditional cross-appeal. Upon review, the Tenth Circuit affirmed in part, reversed in part, and remanded. The Court found that section 1.17(i) of the License Agreement created a category of products on which royalties are due regardless of whether any of Cellport’s patents were infringed; Peiker owed Cellport royalties on those products. On remand, the district court was directed to calculate the damages due Cellport for those two products. Because the district court only briefly addressed the relationship between the "BTPSC" and the "'456 Patent" the Tenth Circuit remanded to allow the district court to determine whether additional royalties were owed to Cellport. With respect to Peiker's cross-appeal, the Tenth Circuit agreed with Cellport that the issue was not ready for appellate review and further held that it was not ripe for review by the district court. View "Cellport Systems v. Peiker Acustic" on Justia Law

Plaintiff filed suit against Mid-Continent, alleging that Mid-Continent breached the insurance contract by denying coverage to plaintiff in an underlying lawsuit arising from a subcontractor's faulty workmanship during construction of a home. The court affirmed the district court's dismissal of the claim because faulty workmanship on the home was not an "occurrence" within the meaning of the policy under Essex Ins. Co. v. Holder. The district court did not err by denying plaintiff leave to amend because plaintiff seeks to extend coverage to subcontractor negligence through a claim of estoppel. Under Arkansas law, the doctrine of waiver of estoppel cannot be given the effect of enlarging or extending the coverage as defined in the contract. View "J-McDaniel Construction Co v. Mid-Continent Casualty Co., et al." on Justia Law

Grandoe filed suit against Gander Mountain after Gander Mountain reneged on its oral commitment to purchase $3.05 million worth of winter gloves from Grandoe. After the jury awarded judgment in favor of Grandoe, Gander Mountain moved for judgment as a matter of law or for a new trial, claiming that two written documents rendered the oral agreement void. Grandoe filed an unopposed motion for prejudgment interest. The court concluded that the district court did not commit reversible error in declining to rule on the legal effect of the Vendor Buying Agreement because any error on the district court's part was invited by Gander Mountain; the district court did not err in concluding that the Resource Allowance Contract did not render evidence of the oral agreement inadmissible; a reasonable jury could have found that the parties orally agreed to the sale of $3.05 million worth of gloves and that no written contract voided that oral agreement; and the district court did not clearly err in awarding Grandoe prejudgment interest. Accordingly, the court affirmed the district court's denial of Gander Mountain's motion for judgment as a matter of law or for a new trial, and affirmed its grant of prejudgment interest to Grandoe. View "The Grandoe Corp. v. Gander Mountain Co." on Justia Law

In 1983, Central entered into a contract with the U.S. Bureau of Reclamation for an appropriation of water from the New Melones Reservoir in California’s San Joaquin Valley. Upon enactment of the Central Valley Project Improvement Act (CVPIA) in 1992, Reclamation made statements indicating that it would not be able to meet the quantity commitments in its contracts because of other demands for the water. In 1993, Central sued for breach of contract. After holding that breaches had occurred in certain years, the Federal Circuit reversed and remanded for determination of damages. The district court, on remand, awarded Central $149,950.00 in cost of cover damages, but denied any expectancy damages. The Federal Circuit reversed and remanded. The trial court erred by not properly considering the effect of Reclamation’s announced breaches on the amount of water that Central may have expected to need to meet demand. This caused the trial court to discount Central’s arguments regarding what would have happened in the non-breach world. View "Stockton E. Water Dist. v. United States" on Justia Law

Celtic Marine filed suit against Justice in this maritime dispute for breach of contract. After the parties reached two settlements and both were not fulfilled, Celtic Marine moved for summary judgment to enforce an acceleration clause contained in the second agreement for all payments due under the first settlement agreement. Celtic Marine also moved to reopen the case under Rule 60(b)(6). The district court granted both motions, granting leave for Celtic Marine to amend its complaint and then denied Justice's motion to reconsider. The court concluded that 28 U.S.C. 1292(a)(3) does not grant the court jurisdiction over the district court's Rule 60(b) order and, therefore, the court dismissed Justice's appeal for want of jurisdiction. In regards to summary judgment, the court concluded that there was no genuine dispute that the email exchange did not amend the October Settlement Agreement and Celtic Marine did not waive its right to exercise the acceleration clause. Accordingly, the court affirmed the district court's grant of summary judgment. View "Celtic Marine Corp. v. James C. Justice Co., Inc." on Justia Law

Lessors appealed the district court's grant of summary judgment in favor of the lessee, Chesapeake, in this dispute over oil and gas lease royalty provisions. The court concluded that the value of the lessors' royalty is a percentage of the market value at the point of sale, which in this case is at the well; a "net-back" method of calculation does not "burden" or reduce the value of the royalty; Chesapeake has sold the gas at the wellhead and that is the point of sale at which market value must be calculated under the terms of the lessors' lease; and the Texas court's decision in Heritage Res., Inc. v. NationsBank, remains binding law. Therefore, the court affirmed the judgment of the district court. View "Potts, et al. v. Chesapeake Exploration, L.L.C." on Justia Law

Plaintiff appealed the district court's dismissal of his case, arguing that his allegations of fact sufficiently stated a claim for, inter alia, breach of contract. Plaintiff's claim arose from a mortgage modification process he entered into with Chase under the Home Affordable Modification Program (HAMP). The court concluded that plaintiff stated a claim for breach of contract by alleging sufficient facts to show that the elements of a contract exist, that the conditions precedent were satisfied or waived, and that an exception to the statute of frauds applied. The court agreed with the district court that plaintiff failed to state a claim for fraudulent misrepresentation, negligent misrepresentation, and unjust enrichment. Accordingly, the court affirmed in part and reversed in part, remanding for further proceedings. View "Topchian v. JPMorgan Chase Bank, N.A." on Justia Law

Gamesa contracted with Minnesota-based Outland Renewable Energy to provide maintenance for Gamesa wind turbines. Iberdrola operated Gamesa-made turbines at the Cayuga Wind Farm in Illinois. While servicing a Cayuga urbine, Outland employee McCoy was electrocuted when the turbine unexpectedly reenergized. McCoy filed a personal injury case in state court against Iberdro and Gamesa. The case was removed to federal court on diversity of citizenship grounds. Iberdro impleaded Outland to seek indemnification based on contract and the Illinois Joint Tortfeasor Contribution Act. Outland raised 22 counterclaims: including indemnification; federal and state antitrust claims (Illinois, Minnesota, and Texas law); and other state law claims. Outland unsuccessfully sought a preliminary injunction against Gamesa’s allegedly unfair competitive practices. The district court dismissed all but one of Outland’s counterclaims. Only the indemnification claim survived. McCoy, Gamesa, and Outland settled. The district court accepted the settlement, protecting Outland and Gamesa from further contribution claims under the Illinois JTCA; all claims arising from the accident among those parties were dismissed. Only the original personal injury dispute between McCoy and Iberdrola remained, but the court had not issued a final judgment. About six months after the dismissal, Outland sought leave to amend, arguing for the first time that the substantive law of Minnesota should apply. The district court determined that Outland had waived that issue and denied leave to amend based on futility and undue delay. The proposed amended counterclaims arose from Gamesa’s 2011 attempt to acquire Outland. The Seventh Circuit affirmed. Outland’s third-party counterclaims are not part of the original case, so Outland needed an independent basis for federal subject matter jurisdiction to assert them in this lawsuit. The court characterized Outland’s arguments as “desperate.” View "McCoy v. Iberdrola Renewables, Inc." on Justia Law

In 2007 the McDonalds opened a J.P. Morgan Bank investment account and a brokerage account with its affiliate, J.P. Morgan Securities (JPMS). Different contracts governed the accounts. The Bank managed the money in the investment account, while the McDonalds directed the funds in their JPMS brokerage account. By the end of 2008, the McDonalds had lost $1.5 million from the Bank investment account. The money held in the JPMS account produced a profit. The McDonalds filed an arbitration demand, alleging breach of fiduciary duty, self-dealing, and other misrepresentation and mismanagement. They did not name the Bank, but named only JPMS and Bank employees who set up and oversaw the accounts. The McDonalds claimed that the employees ignored their stated investment goals by putting nearly all their money in an illiquid proprietary hedge fund. The claim charged JPMS (not the Bank) with vicarious liability for failing to supervise. JPMS is registered with the Financial Industry Regulatory Authority, as are the employees. FINRA is an industry self-regulatory organization, and under its rules JPMS and the employees were subject to arbitration at the McDonalds’ request, an obligation reiterated in the contract governing the JPMS account. The Bank is not a member of FINRA; the Bank’s contract did not provide for arbitration. The Bank sought to prevent arbitration. The district court dismissed, finding that the Bank lacked standing to block the arbitration to which it was not a party and that the two employees were indispensable parties. The Seventh Circuit reversed. The Bank has standing to sue because the arbitration would violate a forum-selection clause in its contract with the McDonalds. The McDonalds cannot avoid that clause by naming only an affiliate and the employees, who are not necessary parties.View "J.P. Morgan Chase Bank, N.A. v. McDonald" on Justia Law