Justia Contracts Opinion Summaries

RFD-TV, LLC, a television programming service, executed an affiliation agreement with Sunflower Broadband Corporation that granted Sunflower a nonexclusive right to distribute RFD programming to Sunflower’s subscribers in Kansas in exchange for a fee. Knology, Inc., subsequently purchased Sunflower’s assets. Prior to this purchase Knology was providing cable service to subscribers in South Dakota. Knology later became a wholly owned subsidiary of WOW! Cable. Two years later, Knology and WOW ceased distribution of RFD programming and did not pay fees. RFD sued Knology and WOW (collectively, Appellees) for breach of contract. Appellees filed a motion to dismiss, alleging that the district court did not have personal jurisdiction over them. The district court dismissed the complaint with prejudice, finding that the minimum contacts requirement between Appellees, as nonresident defendants, and the State had not been met. The Supreme Court affirmed as modified, holding that the district court (1) did not err in dismissing the complaint for lack of personal jurisdiction; and (2) erred in dismissing the case with prejudice. View "RFD-TV v. WildOpenFence Fin." on Justia Law

This dispute arose between H&S, the lessor of drilling equipment, and Graham, the lessee, over the lease of drilling equipment for the construction of an underground water shaft. The court reversed the jury's verdict and judgment in favor of Graham and entered judgment in favor of H&S on Graham's claim for negligent misrepresentation as the claim was barred by the economic loss doctrine; the court had no basis to conclude that the doctrine of equitable estoppel barred H&S's breach of contract claim as a matter of law; because the district court refused to submit an estoppel instruction based exclusively on failure to disclose, any error in refusing the instruction could not be predicated on evidence of affirmative representations made by H&S; the district court did not err in failing to instruct the jury on Graham's proposed mitigation instruction; therefore, the court vacated the jury award in favor of H&S on its breach of contract claim; the court concluded that the doctrine of unclean hands does not bar H&S's recovery of the value of the auger; therefore, the court vacated the district court's award in favor of H&S for loss of the auger and remanded for a new trial on damages as to those claims; and the court noted that on remand, Graham's mitigation defense may reduce all, some, or none of H&S's damages. View "Graham Construction Services v. Hammer & Steel Inc." on Justia Law

Plaintiff, an Alabama corporation, filed a breach of contract action against Defendant, a North Carolina limited liability company, in Alabama, alleging breach of contract. The Alabama court entered a default judgment against Defendant. Plaintiff subsequently filed a request to file a foreign judgment in a North Carolina court, presenting a certified copy of the Alabama judgment. In response, Defendant filed a motion for relief from and notice of defense to the foreign judgment. The trial court denied Plaintiff’s motion, concluding that, in accordance with N.C. R. Civ. P. 60(b), the intrinsic fraud of Plaintiff in obtaining the underlying Alabama judgment precluded enforcement of the Alabama judgment as a judgment of North Carolina. The Court of Appeals vacated the trial court’s order, concluding that intrinsic fraud was not a sufficient ground under the Full Faith and Credit Clause to deny Plaintiff’s motion to enforce the Alabama judgment. The Supreme Court affirmed the decision of the Court of Appeals as modified, holding that the Alabama judgment was a final judgment and was entitled to the same credit in North Carolina that it would be accorded in Alabama, and Rule 60(b) had no applicability as a defense to a foreign judgment. View "DocRx, Inc. v. EMI Servs. of N.C., LLC" on Justia Law

Borrowers applied from a home mortgage loan from Lender. During the transaction, a loan officer made an incorrect statement about lien priority. Borrowers later filed breach of fiduciary and negligent misrepresentation claims against Lender, alleging that the junior status of Lender’s lien decreased the marketability and value of their home and exposed them to increased liability. The trial court granted Lender’s motion for summary judgment on all claims. The Court of Appeals concluded that material issues of fact barred summary judgment on Borrowers’ breach of fiduciary duty claim, reasoning that Lender’s assurance of a first priority lien on Borrowers’ new mortgage loan was an act beyond the scope of a normal debtor-creditor relationship. The Supreme Court reversed, holding that the trial court correctly granted summary judgment for Lender on both claims where no fiduciary duty existed and where Plaintiffs did not forecast evidence that they made a reasonable inquiry into the validity of the loan officer’s statements. View "Dallaire v. Bank of Am., N.A." on Justia Law

GE Plaintiffs filed suit against Worthington under the Texas Uniform Fraudulent Transfer Act (TUFTA), Tex. Bus. & Comm. Code 24.009(a), seeking to void transfers that Worthington received from the GE Plaintiffs' predecessor-in-interest, allegedly with notice of the transfers' fraudulent nature. The jury found in favor of the GE Plaintiffs and the district court entered judgment for the amount of the transfers. The court concluded that the factual commonality in this case did not suffice to count the contractual dispute settlement against TUFTA's limit on recovery for a single avoidance "claim," or to render Citibank a joint tortfeasor for one-satisfaction rule purposes. Accordingly, the district court did not err in denying Worthington a settlement credit for the settlement proceeds that the GE Plaintiffs received from Citibank. The court rejected Worthington's argument that the district court erred as a matter of law in interpreting TUFTA's good faith defense as an objective standard. Accordingly, the court affirmed the judgment of the district court. View "GE Capital Commercial, Inc., et al. v. Wright & Wright, Inc." on Justia Law

Plaintiff purchased a new vehicle from Dealer that was subject to Manufacturer’s limited warranty. Plaintiff later filed a complaint against Manufacturer and Dealer (together, Defendants), alleging that the vehicle was defective and that Defendants failed to repair or remedy the defects under the warranty. Dealer demanded that Manufacturer reimburse Dealer for the attorney’s fees it incurred in defending against Plaintiff’s claims and indemnification for and liability incurred. Plaintiffs claims against Defendants were disposed of through summary judgment and voluntary dismissal. The judge also found that Dealer was not entitled to indemnificationt. The Supreme Judicial Court affirmed, holding that because Plaintiff’s allegations alleged the fault or negligence of both Manufacturer and Dealer, Manufacturer did not have a duty to defend under Mass. Gen. Laws ch. 93B, 8(a). View "Ferreira v. Chrysler Group LLC" on Justia Law

After an oil drilling rig owned by BP Exploration & Production, Inc. and BP America Production Company (collectively, BP) sank of the Gulf Coast of Louisiana and caused a massive oil spill, Packagen, a manufacturer of packaging products, sought to sell containment boom to BP. Packagen began producing boom after the oil spill, but BP never paid for any of the boom manufactured by Packagen. Packagen filed a five-count complaint against BP in federal district court, invoking diversity jurisdiction and alleging various state-law claims. The district court granted summary judgment in favor of BP. The First Circuit affirmed, holding that the district court did not err in granting summary judgment on Packagen’s negligent and intentional misrepresentation claims, breach of contract claim, unjust enrichment and quantum meruit claim, and promissory estoppel claim. View "Packgen v. BP Exploration & Prod., Inc." on Justia Law

Chrysler Group, LLC and plaintiff LaFontaine Saline Inc. (LaFontaine), an authorized Chrysler automobile dealer, entered into a Dealer Agreement in 2007, granting LaFontaine the non-exclusive right to sell Dodge vehicles from its location in Saline, Michigan, and defined LaFontaine’s Sales Locality as "the area designated in writing to [LaFontaine] by [Chrysler] from time to time as the territory of [LaFontaine’s] responsibility for the sale of [Chrysler, Jeep, and Dodge] vehicles, vehicle parts and accessories . . . ." This case centered on whether the 2010 amendment of the Motor Vehicle Dealer Act (MVDA) (expanding the relevant market area) from a six-mile radius to a nine-mile radius, applied retroactively. Upon review, the Supreme Court concluded that it did not. The Court therefore vacated the judgment of the Court of Appeals and remanded this case to the Circuit Court for reinstatement of summary judgment in favor of Chrysler. View "LaFontaine Saline, Inc. v. Chrysler Group, LLC" on Justia Law

Choice filed suit against BancorpSouth for lost funds and BancorpSouth counterclaimed for attorney's fees. The court concluded that the loss of funds from Choice's account falls on Choice because there was no genuine dispute of fact as to whether BanCorpSouth's security procedures - which included password protection, daily transfer limits, device authentication, and dual control - were commercially reasonable; BancorpSouth met its burden of establishing that it accepted the payment order at issue in good faith; and BanCorpSouth complied with procedures or Choice's instructions. The court also concluded that the portion of the indemnification provision relating to attorney's fees was not inconsistent with Article 4A of the UCC and that BancorpSouth may seek attorney's fees from Choice under this provision. Accordingly, the court affirmed the district court's grant of summary judgment to BancorpSouth, reversed the district court's dismissal of BancorpSouth's counterclaim on the pleadings, and remanded for further proceedings. View "Choice Escrow and Land Title v. BancorpSouth Bank" on Justia Law

Plaintiff, a Milwaukee County sheriff’s deputy, was injured while on duty by a motorist to whom she had just given directions and was allegedly helping to get back into the lane of moving traffic. Plaintiff sought coverage under her employer’s underinsured motorist policy, which pays sums owed by an underinsured tortfeasor to an insured person who is injured while “using an automobile” within the scope of her employment or authority. Plaintiff claimed that she was “using” the automobile that hit her because she was essentially controlling the vehicle. The circuit court granted summary judgment to the insurer. The court of appeals reversed. The Supreme Court reversed the court of appeals, holding that Defendant was not using the vehicle at the time of her injury. View "Jackson v. Wis. County Mut. Ins. Corp." on Justia Law