Justia Contracts Opinion Summaries

This case arose out of plaintiff Ferguson Fire's efforts to obtain payment for materials it supplied to defendant Preferred Fire Protection, LLC for defendant Immedion's data center. In 2007, Immedion, a telecommunications company, hired Rescom, L.L.C. to be the general contractor for improvements planned for its data center on property Immedion leased in Greenville. Rescom, in turn, hired Preferred Fire, a fire sprinkler company, as a subcontractor. In addition, Immedion directly hired Preferred Fire under a separate contract to install a special "pre-action" fire suppression system1 in its data center. To complete this work, Preferred Fire purchased materials from Ferguson Fire. Ferguson Fire began delivering materials to Preferred Fire in August, 2007, and the deliveries continued through October. In September, while its deliveries were in progress, Ferguson Fire sent a "Notice of Furnishing Labor and Materials" to Immedion advising it in relevant part that it had been employed by Preferred Fire to deliver labor, services, or materials with an estimated value of $15,000.00 to Immedion's premises. The Notice of Furnishing advised that it was being given as "a routine procedure to comply with certain state requirements that may exist," and that it was not a lien, nor any reflection on Preferred Fire's credit standing. Immedion paid Preferred approximately half of the contract price for installation of the system before receiving Ferguson Fire's Notice of Furnishing. After receiving the Notice, Immedion issued two additional checks to Preferred Fire for the unpaid balance of the contract price. Immedion paid everything it owed to Rescom, and it also paid its contractor Preferred Fire in full under the separate contract for the fire suppression system. However, Preferred Fire never paid Ferguson Fire for the materials it furnished. Ferguson brought a mechanic's lien foreclosure action against Immedion and Preferred Fire. Ferguson Fire contended (and the Supreme Court agreed) that the Court of Appeals erred in adding requirements to S.C Code Ann. 29-5-40 (2007) (governing a notice of furnishing) that were not in the statute itself and in concluding Ferguson Fire did not establish an effective lien upon which a foreclosure action could be premised. The Supreme Court reversed and remanded for further proceedings. View "Ferguson Fire v. Preferred Fire" on Justia Law

Shuffle makes consumer grade automatic card-shuffling equipment. Wolff distributes casino grade gaming equipment. In 2010 the two signed a letter of intent that Shuffle, with financial assistance from Wolff, would develop casino-grade shuffling equipment, and Wolff would become its exclusive distributor. Before development of the new equipment was completed, Shuffle ended the relationship and sought a declaratory judgment that the agreement was not an enforceable contract. Wolff counterclaimed, claiming breach of contract, fraud, and unjust enrichment. The district judge granted summary judgment in favor of Shuffle with respect both to its claim for declaratory relief and to Wolff’s counterclaims, essentially rescinding the agreement. In its complaint, Shuffle acknowledged that it would have to return $124,940 earnest money to Wolff, but the order failed to mention the earnest money. Shuffle ignored Wolff’s request for a refund. Wolff moved, under FRCP 60, that the court order Shuffle to refund the money. The judge entered a post-judgment order requiring the refund, without mentioning Rule 60 or any other ground for amendment. The Seventh Circuit affirmed, stating that “if the flaw lies in the translation of the original meaning to the judgment, then Rule 60(a) allows a correction.” The correction just made explicit what the parties must have assumed; that with the draft agreement rescinded the earnest money had to be returned. View "Shuffle Tech Int'l, LLC v. Wolff Gaming, Inc." on Justia Law

In 2003, local districts established for the promotion of tourism were legislatively dissolved to make way for larger regional districts serving that same purpose. Plaintiff, a Massachusetts corporation, filed suit against one of the regional districts (Defendant) seeking to hold Defendant liable for damages under a contract that Plaintiff had executed with one of the local districts (Local District). The district court certified questions of law to the Supreme Court regarding the satisfaction of contingent liabilities of the legislatively dissolved local districts. The Supreme Court answered (1) Defendant is not the legal successor to the Local District, as the legislature did not intend to make the regional districts the legal successors to the local districts; and (2) if the Local District transferred any of its assets to another entity and Plaintiff can establish that the assets were fraudulently conveyed, that entity may be responsible for the Local District’s obligations to the extent of the value of the assets received. View "Single Source, Inc. v. Cent. Reg'l Tourism Dist., Inc." on Justia Law

Expedia (and several other hotel booking websites, collectively, "Petitioners") has been subject to approximately 80 underlying lawsuits by states, counties, and municipalities (collectively, taxing authorities) for purportedly failing to collect the right amount of local occupancy taxes from its hotel customers. Expedia tendered most of the suits to its insurer, Zurich, although some were tendered late. Zurich refused to defend Expedia on a number of grounds, including late tender and that the underlying suits may be excluded from the policies' coverage. The trial court declined to make a determination of Zurich's duty to defend Expedia, instead ordering discovery that Expedia claimed was prejudicial to the underlying actions. Petitioners sought adjudication of their summary judgment motion concerning their respective insurers' duty to defend them in cases brought by local taxing authorities. They further requested a stay of discovery in the coverage action that could prejudice them in the underlying litigation. Upon review of the matter, the Washington Supreme Court held that the trial court erred by delaying adjudication of Zurich's duty to defend Expedia. Accordingly, the Court vacated the trial court's order. The case was remanded to the trial court to determine Zurich's duty to defend Expedia in each of the 54 underlying cases subject to Expedia's motion. The trial court was furthermore ordered to stay discovery in the coverage action until it could make a factual determination as to which parts of discovery are potentially prejudicial to Expedia in the underlying actions. View "Expedia, Inc. v. Steadfast Ins. Co." on Justia Law

A lessee leased a marina from a governmental entity providing that the premises be used only as a "marina, restaurant, gasoline and sundry sales and as a recreational facility.” When the governmental entity terminated the lease the business sued for breach of contract. The government entity filed a plea to the jurisdiction asserting governmental immunity. At issue in this case was whether Chapter 271 of the Texas Local Government Code waived the governmental entity’s immunity from suit. The trial court concluded that it did, and the court of appeals agreed. The Supreme Court disagreed with the lower courts and dismissed the lessee’s claims for lack of jurisdiction, holding that the parties’ lease agreement did not constitute a written contract stating the essential terms of an agreement for providing goods or services to a local government entity, and therefore, Chapter 271 did not waive the governmental entity’s immunity from suit. View "Lubbock County Water Control & Improvement Dist. v. Church & Akin, LLC" on Justia Law

The Louisiana Supreme Court granted this writ application to determine whether a plaintiff had a private right of action for damages against a health care provider under the Health Care and Consumer Billing and Disclosure Protection Act. Plaintiff Yana Anderson alleged that she was injured in an automobile accident caused by a third party. She received medical treatment at an Ochsner facility. Anderson was insured by UnitedHealthcare. Pursuant to her insurance contract, Anderson paid premiums to UnitedHealthcare in exchange for discounted health care rates. These reduced rates were available pursuant to a member provider agreement, wherein UnitedHealthcare contracted with Ochsner to secure discounted charges for its insureds. Anderson presented proof of insurance to Ochsner in order for her claims to be submitted to UnitedHealthcare for payment on the agreed upon reduced rate. However, Ochsner refused to file a claim with her insurer. Instead, Ochsner sent a letter to Anderson’s attorney, asserting a medical lien for the full amount of undiscounted charges on any tort recovery Anderson received for the underlying automobile accident. Anderson filed a putative class action against Ochsner, seeking, among other things, damages arising from Ochsner’s billing practices. Upon review of the matter, the Supreme Court found the legislature intended to allow a private right of action under the statute. Additionally, the Court found an express right of action was available under La. R.S. 22:1874(B) based on the assertion of a medical lien. View "Anderson v. Ochsner Health System" on Justia Law

A mining company contracted with a consultant to help the company obtain new capital investments. The company later brought suit against the consultant, seeking a declaratory judgment that the contract violated Alaska securities law. The company also sought equitable rescission of the contract and cancellation of shares of stock and royalty interests granted under the contract. The superior court granted summary judgment to the consultant on two grounds: (1) the company’s suit was barred as a matter of law by AS 45.55.930(g); and (2) the company’s suit was barred as a matter of law by res judicata in light of a prior suit instituted by the consultant against the company in which the company did not raise its present claims defensively. Upon review of the trial court record, the Supreme Court reversed the superior court’s grant of summary judgment on both grounds, finding questions of fact still existed. View "Girdwood Mining Company v. Comsult LLC" on Justia Law

Shelter Mutual Property Insurance Company retained Rimkus Consulting Group, Inc. to provide an engineering evaluation and expert witness services in connection with its defense of litigation resulting from a claim for hurricane damages brought by a corporation insured by Shelter. Rimkus sent Shelter a letter confirming the engagement and indicating Rimkus' services were subject to “Terms and Conditions” attached to the letter. The “Terms and Conditions” included a forum selection clause which required venue for any suits arising out of the contract to be in Harris County, Texas. When a dispute arose, Shelter filed suit against Rimkus in the 15th Judicial District Court for the Parish of Lafayette. Rimkus filed an exception of improper venue, arguing the forum selection clause included in its “Terms and Conditions” required suit to be brought in Texas. Shelter opposed the exception, arguing it never agreed to the unilateral “Terms and Conditions” and thus they were not part of the agreement between the parties.The Louisiana Supreme Court granted this writ application to resolve a split in the circuit courts of appeal regarding whether forum selection clauses were per se violative of public policy in Louisiana. Answering that question in the negative, it reversed the rulings of the lower courts. View "Shelter Mutual Insurance Co. v. Rimkus Consulting Group, Inc." on Justia Law

An insurance company appealed a decision on the issue of coverage under a claims-made-and-reported policy. The appellate court found that, under the Direct Action Statute, an insurer could not use the policy’s claim-reporting requirement to deprive an injured third party of a right that vests at the time of injury. After considering the applicable law, the Supreme Court found that the reporting provision in a claims-made-and-reported policy was a permissible limitation on the insurer’s liability as to third parties and did not violate the Direct Action Statute. Accordingly, the Court reversed that portion of the court of appeal’s decision relating to the claim of the injured third party, and reinstated the trial court’s judgment, finding no coverage. View "Gorman v. City of Opelousas" on Justia Law

Lyon filed a breach of contract action against Illinois Paper in federal district court, alleging that Illinois Paper had breached a contractual representation and warranty that all lease transactions presented to Lyon for review would be "valid and fully enforceable agreements." The Seventh Circuit certified questions to the court under Minn. Stat. 480.065. The court reformulated the questions and held that a claim for breach of a contractual representation of future legal compliance is actionable under Minnesota law without proof of reliance. View "Lyon Financial Services, Inc. v. Illinois Paper and Copier Co." on Justia Law