Justia Contracts Opinion Summaries

Mark Hansen was a former vice president of Wilcox Industries Corp. After Hansen left Wilcox, he founded his own company, Advanced Life Support Technologies. Wilcox filed a complaint against Hansen, alleging that Hansen stole Wilcox’s customers and spread false and damaging information about Wilcox’s products. Hansen tendered his defense to Wilcox’s insurer, Sentry Insurance Company. Sentry denied coverage, stating that it did not have a duty to defend or indemnify Hansen against Wilcox’s claims. Hansen subsequently filed suit seeking a declaration that Sentry owed a duty to defend and indemnify him with respect to Wilson’s complaint. The district court granted summary judgment for Wilcox, concluding that Hansen did not qualify as an “insured” under Wilcox’s policy. The First Circuit affirmed, holding (1) Sentry owed no duty to defend or indemnify Hansen in the underlying litigation; and (2) there was no evidence in the record that would permit a reasonable jury to find that Sentry breached any contract with Hansen. View "Hansen v. Sentry Ins. Co." on Justia Law

In 2001, ASC and Paragon entered into a contract to develop and support computer software for the Chicago Tribune. This software, called the “Single Copy Distribution System” (SCDS) would allow the Tribune to manage and track newspaper deliveries and subscriptions. Tensions emerged and Paragon terminated the contract in 2003. ASC successfully sued Paragon in Ohio state court, obtaining a declaration that ASC was the sole owner of the SCDS. In federal court, ASC alleged copyright infringement, trademark infringement, breach of contract, conversion, tortious interference with a business relationship, unjust enrichment, and unfair competition based on Paragon’s alleged copying of the SCDS software to use in its DRACI software, developed in 2004 for another newspaper. After eight years of litigation, the district court granted summary judgment to Paragon on all claims. The Sixth Circuit affirmed, stating that ASC had never submitted any evidence identifying the unique protectable elements of SCDS, and that there was insufficient evidence to generate even an implication that DRACI is substantially similar to SCDS. View "Automated Solutions Corp. v. Paragon Data Sys., Inc." on Justia Law

Giuffre, an authorized dealer of Hyundai automobiles under a contract with that company's domestic affiliate (HMA), filed suit against HMA seeking to enjoin termination of the contract. HMA terminated its contract with Giuffre after a state court concluded that the dealer had engaged in fraudulent, illegal, and deceptive business practices - a clear breach of the contract terms. The district court granted summary judgment in favor of HMA, concluding that the breach was incurable and that HMA was entitled to terminate the contract immediately, notwithstanding the terms of section 463 of the New York Vehicle and Traffic Law. The court affirmed, concluding that section 463 did not abrogate the common law with respect to incurable breaches of contract. View "Giuffre Hyundai, Ltd. v. Hyundai Motor America, Inc." on Justia Law

Defendants Citation Oil & Gas Corp., Petro-Hunt LLC, and other working interest owners appealed a district court summary judgment quieting title to an oil and gas lease in Greggory Tank. In 1982, George and Phyllis Tank executed an oil and gas lease in favor of Petro-Lewis Funds, Inc. The parties agreed to extend the primary term of the lease for three more years, ending July 15, 1989. In May 1983, the Tank 3-10 well was spudded in the northwest quarter. The well produced until October 1996. In June 1998, the Tank 3-10R well was spudded and replaced the Tank 3-10 well. The Tank 3-10R well continues to produce oil or gas. In June 1988, the Tank 13-10 well was spudded in the southwest quarter. The well continuously produced oil or gas until October 2008, and intermittently produced oil or gas until January 2012. Tank was the successor in interest to George and Phyllis Tank and was the owner of minerals in the southwest quarter of section 10. In September 2011, Tank sued the defendants, seeking to cancel the oil and gas lease to the extent it covered the southwest quarter. The defendants moved for summary judgment, seeking dismissal of all of Tank's claims. The defendants argued the continued drilling and operation of oil and gas wells on the leased property maintained the lease beyond the primary term and the lease remained in full force and effect. The district court denied the defendants' motion for summary judgment, ruling the lease had expired and was no longer valid on the southwest quarter. The court determined summary judgment was appropriate because there were only issues of law to resolve, including the interpretation of an unambiguous contract and the application of undisputed facts. Finding no reversible error in the district court's decision, the Supreme Court affirmed. View "Tank v. Citation Oil & Gas Corp." on Justia Law

American General Contractors, Inc. ("AGC"), appealed a judgment assessing liability and awarding damages and interest for the cost of delays in the construction of the Williams County Law Enforcement Center in Williston. C&C Plumbing and Heating, LLP ("C&C"), the successful bidder for the mechanical prime contract, filed suit when construction the center was delayed approximately two years after "substantial completion" was supposed to have happened. The district court concluded it was appropriate for the County and AGC to share responsibility for providing temporary shelter and heat on the project. The court apportioned 47 percent of the liability for the costs of the delay for the three and one-half months of active interference to the County and 53 percent to AGC, for the four months delay inherent to the industry. The court awarded C&C approximately $73,000 on its claim against the County. After offsetting amounts owed between the parties, the court awarded AGC approximately $424,000 on its claim against the County. The court awarded Davis Masonry approximately $96,000 from AGC for masonry work completed under its subcontract with AGC, and rejected AGC's claimed offsets to that amount. Davis had provided heat, cover and shelter for the project during cold weather and sought $649,000 from the County and AGC for that expense including prompt payment interest. Davis had settled with the County for $530,000, and the court ruled AGC was responsible for 53 percent of the remaining $119,000, or $63,070. AGC argues the district court erred in determining AGC was liable for any of the costs incurred from the delay under its contract with the County. Finding no reversible error, the Supreme Court affirmed the district court. View "C&C Plumbing and Heating, LLP v. Williams County" on Justia Law

Patrick O’Basuyi filed suit against several defendants (collectively, “TriStar”) for breach of contract, quantum meruit and fraudulent conveyance. TriStar responded by filing a counterclaim for malicious prosecution. O’Basuyi filed a motion for separate trial of TriStar’s counterclaims. The trial court overruled the motion for separate trial, determining that Mo. R. Civ. P. 55.06, which governs joinder of claims, authorized its denial of O’Basuyi’s motion for separate trial of the malicious prosecution claim. O’Basuyi subsequently sought a writ of prohibition. The Supreme Court granted the request writ, holding (1) Rule 55.06 does not permit either joinder or trial of a malicious prosecution counterclaim with the underlying claim; and (2) therefore, the trial court erred in permitting the joint trial of the defendants’ counterclaim and O’Basuyi’s claims. View "State ex rel. O'Basuyi v. Hon. David Lee Vincent III" on Justia Law

Plaintiff filed a class action suit to recover unpaid overtime wages from her former employer, Bloomingdale's. The district court granted Bloomingdale's motion to compel arbitration, determining that shortly after being hired by Bloomingdale's, plaintiff entered into a valid, written arbitration agreement and that all of her claims fell within the scope of that agreement. The court concluded that plaintiff had the right to opt out of the arbitration agreement, and had she done so she would be free to pursue this class action in court. Having freely elected to arbitrate employment-related disputes on an individual basis, without interference from Bloomingdale's, she could not claim that enforcement of the agreement violated either the Norris-LaGuardia Act, 29 U.S.C. 101 et seq., or the National Labor Relations Act, 29 U.S.C. 151 et seq. The court concluded that the district court correctly held that the arbitration agreement was valid and, under the Federal Arbitration Act, 9 U.S.C. 1 et seq., it must be enforced according to its terms. The court affirmed the judgment of the district court. View "Johnmohammadi v. Bloomingdale's, Inc." on Justia Law

Plaintiff filed a class action suit alleging that Nordstrom violated various state and federal employment laws by precluding employees from bringing most class action lawsuits in light of AT&T Mobility LLC v. Concepcion. Nordstrom, relying on the revised arbitration policy in its employee handbook, sought to compel plaintiff to submit to individual arbitration of her claims. The district court denied Nordstrom's motion to compel. The court concluded that Nordstrom satisfied the minimal requirements under California law for providing employees with reasonable notice of a change to its employee handbook, and Nordstrom was not bound to inform plaintiff that her continued employment after receiving the letter constituted acceptance of new terms of employment. Accordingly, the court concluded that Nordstrom and plaintiff entered into a valid agreement to arbitrate disputes on an individual basis. The court reversed and remanded for the district court to address the issue of unconscionably. View "Davis v. Nordstorm, Inc." on Justia Law

An owner contracted with an Architect to prepare plans and specifications for the construction of a light rail. A General Contractor was awarded the contract to construct the project. The Architect and General Contractor had no contract with each other. Because the Architect’s plans were full of errors, the General Contractor lost nearly $14 million on the project. The General Contractor filed a tort suit against the Architect, alleging negligent misrepresentation. The trial court rendered judgment for the General Contractor for $2.25 million plus interest. The Architect appealed, arguing that the economic loss rule barred the General Contractor’s claim. The Supreme Court reversed, holding that the economic loss rule applied in this case to preclude the General Contractor from recovering delay damages from the Architect. View "LAN/STV v. Martin K. Eby Constr. Co., Inc." on Justia Law

Plaintiffs sued Ford Motor Company for injuries they sustained in a roll-over accident. The case was submitted to a jury. After the jury began its deliberations, the parties agreed to settle the case. Ford, however, later refused to pay the settlement amount to Plaintiffs, and Plaintiffs sued for breach of contract. After hearing all of the evidence, the jury found the settlement agreement was invalid because of fraudulent inducement and mutual mistake. The court of appeals reversed the trial court’s take-nothing judgment, concluding that the circumstantial evidence of fraud in the case was legally insufficient. The Supreme Court reversed the court of appeals’ judgment and reinstated the judgment of the trial court, holding that the circumstantial evidence was legally sufficient to support the jury’s verdict. View "Ford Motor Co. v. Castillo" on Justia Law