Justia Contracts Opinion Summaries

Appellee, Peter Rosenow, brought a class-action complaint individually and on behalf of similarly situated persons against Appellants, Alltel Corporation and Alltel Communications, Inc. (collectively, Alltel), alleging violations of the Arkansas Deceptive Trade Practices Act and unjust enrichment arising from Alltel’s imposition of an early termination fee on its cellular-phone customers. Alltel filed a motion seeking to compel arbitration based on an arbitration clause contained in its “Terms and Conditions.” The circuit court denied the motion, concluding that Alltel’s arbitration provision lacked mutuality. The Supreme Court affirmed, holding that the circuit court did not err in finding that a lack of mutuality rendered the instant arbitration agreement invalid.View "Alltel Corp. v. Rosenow" on Justia Law

Manuel Lainez had been independently driving commercial vehicles for eight and a half years. He owned his own truck and his own business, Lainez Trucking. He purchased a trucker’s liability policy from Scottsdale Indemnity Company with a $1 million liability limit. Lainez entered into a motor carrier agreement with Western Transportation Services. Western did not own tractors or trailers, but contracted with owner/operators or drivers. The agreement provided that Lainez was an independent contractor and was responsible for all costs and expenses incidental to the performance of transportation services. He agreed to maintain liability insurance and to name Western Transport as an additional insured. Western Transport, through the California Automobile Assigned Risk Plan (CAARP), purchased a commercial assigned risk policy from National Continental Insurance Company (NCI), which stated "'Named Insured’s Business: 1 Trucker for Hire-Excess'" and named Lainez as a driver. It did not list, describe, or rate any vehicle. It was rated on an excess cost of hire basis at a premium that was 4 to 10 percent of the cost of a policy rated on a primary cost of hire basis. The issue this case presented for the Court of Appeal's review was whether the two insurance companies were coprimary insurers or whether NCI was an excess insurer for an underlying fatality involving Lainez. The trial court granted NCI’s motion for a summary judgment, concluding that Scottsdale was the primary insurer pursuant to California Insurance Code section 11580.9, subdivisions (d) and (h). The Court of Appeal agreed that Scottsdale was the primary insurer and NCI was the excess insurer and affirmed the judgment. View "Scottsdale Indemnity v. National Continental Insurance Co." on Justia Law

The case involves statements made by plaintiff Vehicle Market Research, Inc. (VMR) in a breach of contract case that were allegedly inconsistent with earlier statements by its sole owner, John Tagliapietra. VMR developed and owned certain intellectual property, including a software system to calculate the value of a total loss of an automobile for the purposes of the automobile insurance industry and certain “pre-existing software tools, utilities, concepts, techniques, text, research or development” used in the development of the software. When Mr. Tagliapietra filed for personal bankruptcy, he asserted that his shares in VMR were worth nothing. A few years later, as the bankruptcy was winding down, VMR sued Mitchell International, Inc., a company which held an exclusive license to VMR's technology. That case sought $4.5 million in damages for the alleged misappropriation of that technology. The question this case presented to the Tenth Circuit was whether the statements by VMR and Mr. Tagliapietra in the litigation against Mitchell were so clearly contrary to the statements made by Mr. Tagliapietra in his bankruptcy proceeding that VMR should have been judicially estopped from proceeding with its suit against Mitchell. After review, the Court concluded that neither VMR’s litigation claim for payments nor Mr. Tagliapietra’s deposition testimony in that lawsuit was clearly inconsistent with his valuation of 0.00 for his VMR stock at the time of his bankruptcy petition in 2005, the date when the initial bankruptcy representations were made. "If there were grounds for judicial estoppel, it would have to be based on a duty by Mr. Tagliapietra to amend his bankruptcy pleadings to report a possible increased value for his VMR stock at least as of the time that VMR filed its suit against Mitchell in 2009. However, our precedent is not clear on whether a debtor has a continuing duty to amend his bankruptcy schedules when the estate’s assets change in value. Given our reluctance to invoke judicial estoppel, and keeping in mind that judicial estoppel is an affirmative defense that its proponent must prove, we conclude that in this case Mitchell has not met its burden of showing any clearly inconsistent statements that would warrant that relief." View "Vehicle Market Research v. Mitchell International" on Justia Law

Appellants owned the mineral rights and the State owned the surface rights to a certain tract of land. When the property was transferred to the State, the seller reserved all mineral rights and “reasonable surface right privileges.” Appellants filed a complaint for declaratory judgment seeking a determination that they were entitled to surface-mine a reasonable portion of the property. The court of common pleas granted summary judgment for the State, and the court of appeals affirmed. The Supreme Court reversed, holding that the contract entitled Appellants to surface-mine the property, subject to the reasonableness standard of the contract. Remanded.View "Snyder v. Ohio Dep’t of Natural Res." on Justia Law

Plaintiffs, appellants, and cross-respondents were consumers who purchased vehicles from defendant, respondent, and cross-appellant Raceway Ford. Plaintiffs raised numerous causes of action based on laws proscribing certain acts against consumers, unfair competition, and deceptive business practices, bringing both individual claims and claims on behalf of two certified classes. After a bench trial, the trial court entered judgment in favor of Raceway and against plaintiffs on all causes, except that a single plaintiff was granted rescission on a single cause of action. Separately, the trial court awarded attorneys’ fees and costs to Raceway. In consolidated appeals, plaintiffs challenged the trial court’s judgment on the merits (case No. E054517) and fee order (case No. E056595); Raceway cross-appealed regarding one aspect of the trial court’s fee order. In their appeal, plaintiffs specifically argued that, as a matter of law, Raceway’s previous practice of “backdating” second or subsequent contracts for sale of a vehicle to the original date of sale violated the Automobile Sales Finance Act (also known as the Rees-Levering Motor Vehicle Sales and Finance Act (ASFA)), the Consumer Legal Remedies Act (CLRA), and the Unfair Competition Law (UCL). The Court of Appeal agreed that the practice of backdating could have resulted in inaccurate disclosures to class members, thereby violating the ASFA, at least in some cases. On the record, however, the Court declined to order entry of judgment in favor of the plaintiff class, rather reversed the trial court’s judgment in favor of Raceway with respect to plaintiffs’ backdating claims. Plaintiffs also appealed the judgment in favor of Raceway with respect to claims of a second certified class, consisting of Raceway customers who purchased used diesel vehicles from Raceway and who were charged fees for smog checks and smog certifications that were only properly applicable to purchases of gasoline vehicles. The Court of Criminal Appeals affirmed the trial court’s judgment with respect to plaintiffs’ smog fee claims. Additionally, plaintiffs appealed the judgment in favor of Raceway on certain individual plaintiffs’ claims that Raceway violated the ASFA by failing to provide them with copies of their credit applications. The Court found plaintiffs’ evidence in support of these claims was insufficient to overturn the trial court's decision, so that ruling was also affirmed. Lastly, plaintiffs appealed the judgment in favor of Raceway with respect to claims under the UCL and the CLRA brought by plaintiff Francisco Salcedo in his individual capacity. The trial court found in favor of Mr. Salcedo on his claim of fraud, and granted him the remedy of rescission, though it declined to award any punitive damages. Plaintiffs contended that the judgment in Mr. Salcedo’s favor on his fraud claim established as a matter of law that he should also have judgment entered in his favor on his UCL and CLRA claims. The Court of Appeal agreed, and reversed. The basis for the trial court’s award of fees to Raceway was, in part, undermined by the Court's partial reversal of the judgment. The case was therefore remanded with respect to Raceway's claims in light of remand on other issues. View "Raceway Ford Cases" on Justia Law

Plaintiffs, a class of firefighters whose pension contribution rate was raised from 6% to 8.5%, filed suit alleging that the City's actions impaired the terms of their employment contracts in violation of the United States Constitution and the Alabama Constitution. The district court dismissed the complaint for failure to demonstrate that any contractual right had been impaired. The court concluded that plaintiffs have no basis upon which to challenge a violation of the Contract Clause where, without passing any law, the City, at bottom, was doing nothing different from what a private party does. The City was free to amend the employee contribution rate without constitutional consequence. Even assuming the existence of a contractual provision not to raise the employee contribution rate, plaintiffs still cannot succeed on their Contract Clause challenge because, at most, the City has breached a contract, not impaired one. Accordingly, the court affirmed the judgment of the district court.View "Taylor, et al. v. City of Gadsden, et al." on Justia Law

Jang assigned his patent rights to the companies in exchange for an upfront payment and a promise under defined circumstances to pay additional compensation if the companies sold stents covered by Jang’s patents. In 2005, Jang sued for breach of contract. In the first two appeals, the Federal Circuit addressed claim construction disputes relevant to whether the accused stents were covered by Jang’s patents. In the meantime, the companies sought ex parte reexamination with the U.S. Patent and Trademark Office, asserting invalidity. An examiner rejected the claims, which were canceled in issued reexamination certificates. In 2014, the district court denied the companies’ motion for summary judgment, finding that a patentee is not precluded from recovering royalties until the date the assignee first challenges the validity of the patent, so Jang could seek royalties prior to the challenge. The district court certified an interlocutory appeal. The Federal Circuit declined to transfer the petition to the Ninth Circuit despite the underlying contract claim and denied the petition for interlocutory review, stating that it is not clear that the identified legal issues will in fact be controlling, and each question depends on the resolution of factual issues not yet addressed by the district court.View "Jang v. Boston Scientific Corp." on Justia Law

Petitioners B2K Systems, LLC, a Delaware limited-liability company; Ingenuity International, LLC, a foreign corporation; and Robert A. Przybysz, sought a writ of mandamus seeking enforcement of an outbound forum-selection clause and the reversal of a preliminary injunction entered by an Alabama Circuit Court. This matter arose out of a business dispute. Respondent Nannette Smith, was the founder and president of, and the sole shareholder in, B2K Systems, Inc., a Birmingham-based Alabama corporation that developed specialized software for point-of-sale retailers. In 2012, B2K, Inc. sold its assets to B2K Systems, LLC (a corporation set up for the purpose of acquiring B2K Inc's assets). Przybysz, the managing member and CEO of B2K LLC and Ingenuity, executed the promissory note on behalf of B2K LLC and the guaranty agreement on behalf of Ingenuity. That same day, B2K LLC and Smith entered into the employment agreement, pursuant to which Smith became president of B2K LLC. Each agreement (an asset-purchase agreement, employment agreement, promissory note, and guaranty agreement) contained a forum-selection clause. All the agreements provided that the law of the State of Delaware would govern (the forum selection clauses in each lie at the heart of this appeal). Following the purchase, relations between Smith and B2K LLC deteriorated. In 2014, Przybysz acted to terminate Smith's employment with B2K LLC, "for cause." The same day, B2K LLC filed for and received a temporary restraining order ("TRO") from a Kent, Michigan Circuit Court. Along with its request for the TRO, B2K LLC filed a lawsuit against Smith alleging breach of Smith's employment agreement with B2K LLC, breach of fiduciary duty, and breach of the asset-purchase agreement. The day after the Michigan TRO was issued, Smith filed a complaint and a petition for a TRO in Alabama ("the trial court"), seeking her own TRO against the petitioners and also seeking monetary damages for breach of the employment contract and the promissory note. The Alabama court issued the TRO. Petitioners then moved to dissolve the TRO and to dismiss Smith's lawsuit, arguing, in part, that under the various forum-selection clauses contained in the parties' agreements, either the Kent, Michigan Circuit Court or the United States District Court for the Western District of Michigan were the exclusive forums for Smith's lawsuit. Smith argued that venue in the Alabama court was proper, that the forum-selection clauses were permissive rather than mandatory, and that Michigan was a seriously inconvenient forum. The trial court noted that the forum-selection clauses were "inartful" and concluded that venue was proper in both Alabama and Michigan. The petitioners filed this petition for a writ of mandamus 13 days after the entry of the preliminary injunction. Because the Alabama Supreme Court was presented "with no viable argument or citation of authority regarding the proper standards for interpreting or enforcing the forum-selection clauses at issue," it declined "to disturb the trial court's determination that its exercise of authority in this case was not prohibited by those clauses." As such, petitioners failed to establish a clear legal right to the dismissal of Smith's action based on the forum-selection clauses. As to the venue issue, the petition for the writ of mandamus was also denied: Smith failed to convince the Court that, without the injunction, she would suffer irreparable injury. View "Smith v. B2K Systems, LLC et al" on Justia Law

The Swareks filed suit against Herman Derr and DPI in Chancery Court, alleging that Derr and his corporation breached a contract for the sale of Mississippi farmland. Derr died while the action was pending and years later, Derr Heirs filed suit against the Swareks in the German Regional Court seeking a declaratory judgment that they were not liable for any claims arising from the putative land contract. After the initiation of the German lawsuit but before the decision of the Regional Court, the Swareks dismissed all of their claims against Derr with prejudice and withdrew a pending motion to substitute the Derr Heirs in the Mississippi action. The Regional Court dismissed the Derr Heirs' claim but the German Higher Regional Court reversed. Subsequently, the Derr Heirs returned to Mississippi and attempted to enforce a German order for costs in federal district court. The court concluded that the district court did not abuse its discretion by refusing to enforce the German cost award where the Higher Regional Court's decision to sidestep the comity determination and readjudicate claims that had already been settled in the Chancery Court violated the Mississippi public policy of res judicata and the Swarek's right to permanently terminate their claims. Accordingly, the court affirmed the judgment of the district court.View "Derr, et al. v. Swarek, et al." on Justia Law

The issue this appeal presented for the New Jersey Supreme Court's review centered on an agreement for the sale of a residential property and a subsequent lease and repurchase agreement, specifically whether the transactions collectively gave rise to an equitable mortgage, violated consumer protection statutes, or contravened its decision in "In re Opinion No. 26 of the Committee on the Unauthorized Practice of Law," (139 N.J. 323 (1995)). In 2007, defendant Barbara Felton faced foreclosure proceedings with respect to her unfinished, uninhabitable home and the land on which it was situated. Felton and plaintiff Tahir Zaman, a licensed real estate agent, entered into a written contract for the sale of the property. A week later, at a closing in which neither party was represented by counsel, Felton and Zaman entered into two separate agreements: a lease agreement under which Felton became the lessee of the property, and an agreement that gave her the option to repurchase the property from Zaman at a substantially higher price than the price for which she sold it. For more than a year, Felton remained on the property, paying no rent. She did not exercise her right to repurchase. Zaman filed suit, claiming that he was the purchaser in an enforceable land sale agreement, and that he therefore was entitled to exclusive possession of the property and to damages. Felton asserted numerous counterclaims, alleging fraud, slander of title, violations of the Consumer Fraud Act (CFA), and violations of other federal and state consumer protection statutes. She claimed that the parties’ transactions collectively comprised an equitable mortgage and constituted a foreclosure scam, entitling her to relief under several theories. She further contended that the transactions were voidable by virtue of an alleged violation of "In re Opinion No. 26." A jury rendered a verdict in Zaman’s favor with respect to the question of whether Felton knowingly sold her property to him. The trial court subsequently conducted a bench trial and rejected Felton’s remaining claims, including her contention that the transactions gave rise to an equitable mortgage and her allegation premised upon In re Opinion No. 26. An Appellate Division panel affirmed the trial court’s judgment. The Supreme Court affirmed in part and reversed in part the Appellate Division’s determination. The Court affirmed the jury’s determination that Felton knowingly sold her property to Zaman. Furthermore, the Court affirmed the trial court and Appellate Division's decisions that Felton had no claim under the CFA, that this case did not implicate "In re Opinion No. 26," and that Felton’s remaining claims were properly dismissed. The Court reversed, however, the portion of the Appellate Division’s opinion that affirmed the trial court’s dismissal of Felton’s claim that the parties’ agreements constituted a single transaction that gave rise to an equitable mortgage, adopting an eight-factor standard for the determination of an equitable mortgage set forth by the United States Bankruptcy Court in "O’Brien v. Cleveland," (423 B.R. 477 (Bankr. D.N.J. 2010)). The case was remanded to the trial court for application of that standard to this case, and, in the event that the trial court concludes that an equitable mortgage was created by the parties, for the adjudication of two of Felton’s statutory claims based on alleged violations of consumer lending laws, as well as several other claims not adjudicated by the trial court. View "Zaman v. Felton" on Justia Law