Justia Contracts Opinion Summaries

Plaintiff was terminated from his employment with Employer, ostensibly for his failure to properly investigate, document, and ameliorate the misconduct of an employee under his supervision. The termination occurred just months before Plaintiff was to receive a $60,000 bonus. Plaintiff filed an action against Employer to recover the bonus on the grounds that he was terminated without good cause. The U.S. district court granted summary judgment to Employer on Plaintiff's Massachusetts Wage Act claim and allowed Defendant's breach of contract claim to go to the jury. The jury found for Plaintiff. The First Circuit Court of Appeals (1) reversed the jury verdict, holding that whether Plaintiff was terminated without good cause and thus remained eligible for the bonus was a decision within the ambit of the sole and final decision-making authority of Employer's Employment Benefits Committee under the company's "Commitment to Success Bonus Plan"; and (2) affirmed the summary judgment order in Employer's favor, as Employer was under no obligation to pay the bonus. View "Weiss v. DHL Express, Inc." on Justia Law

After receiving an arbitral award against MatlinPatterson, VRG filed a petition in the district court seeking confirmation of the award in accordance with the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (the New York Convention), 9 U.S.C. 201-08. On appeal, VRG argued that the district court usurped the Arbitral Tribunal's role when it decided that the scope of the parties' arbitration agreement - assuming there was one - did not extend to the dispute at hand. The court vacated the district court's judgment and remanded so that it could decide, in the first instance and on the particular facts of this case, who - the court or the Arbitral Tribunal - had the power to determine the scope of the alleged arbitration agreement between VRG and MatlinPatterson. This power - to determine the scope of any agreement to arbitrate - was to remain with the district court unless the parties agreed to an arbitration clause that clearly and unmistakably assigned such questions to arbitration. View "VRG Linhas Aereas S.A. v. MatlinPatterson Global Opportunities Partners II L.P." on Justia Law

In 2002, Plaintiff, the owner of a car dealership, executed two vehicle contracts with Henry Day Ford to preorder two Ford GT40s (later renamed the GT). After Henry Day learned it would not be receiving GT40s in its allocation, it refunded Plaintiff's deposit. Plaintiff did not object. In 2004 and 2005, Henry Day learned it had been allocated three GTs. Plaintiff demanded that Henry Day sell him two GTs at the price specified under the contracts. Henry Day instead offered to sell Plaintiff one GT for a higher price. Plaintiff refused the offer and filed a complaint alleging breach of contract and unjust enrichment. The district court ruled in favor of Henry Day. The court of appeals reversed, holding (1) despite a latent ambiguity in the contracts regarding the identity of the vehicles to be sold, both parties intended that the contracts cover the vehicle now known as the Ford GT; and (2) Plaintiff did not intend to abandon the vehicle contracts. The Supreme Court affirmed, holding (1) the vehicle contracts contained a latent ambiguity, but the ambiguity did not excuse either party's performance under the contracts; and (2) the issue of whether Plaintiff abandoned his rights under the contracts required a remand for additional findings. Remanded. View "Watkins v. Henry Day Ford" on Justia Law

In 2007, a shareholder of Calais Company, Inc., Deborah Kyzer Ivy, filed a complaint against Calais seeking involuntary corporate dissolution. In May 2009, Ivy and Calais reached a settlement agreement in which Calais agreed to purchase Ivy's shares at "fair value" as determined by a three-member panel of appraisers. The appraisers disagreed over the fair value of the company. Calais sought to enforce the Agreement in superior court, arguing the two majority appraisers had failed to comply with the appraisal procedure mandated by the Agreement and the Agreement's definition of "fair value." The superior court ultimately declined to rule on the issue, concluding that interpreting the term "fair value" was beyond its scope of authority under the terms of the Agreement. Consequently, the court ordered Calais to purchase Ivy's shares based on the majority appraisers' valuation. Calais appealed. Upon review of the matter, the Supreme Court reversed the superior court's final order and remanded for the court to remand to the appraisers with explicit instructions to calculate the "fair value" as defined by AS 10.06.630(a), as required by the Agreement. View "Calais Company, Inc. v. Kyzer Ivy" on Justia Law

Guardian Builders, LLC, and Wayne Tackett (collectively "Guardian") appealed an order that denied its motion to vacate or modify an arbitration award entered in favor of Randy and Melissa Uselton. In April 2010, the Useltons sued Guardian alleging several claims arising from Guardian's construction of a house. Guardian subsequently filed a motion to compel arbitration, and the circuit court granted that motion. The arbitrator entered a final award in favor of the Useltons in the amount of $452,275.20. Upon review, the Supreme Court construed Guardian's motion to vacate or modify the arbitration award of as a notice of appeal under Rule 71B, thus effectuating the appeal of the award to the circuit court. However, because the clerk of the circuit court never entered the award as the judgment of that court, the circuit court's order denying Guardian's motion to vacate or modify was void. "Essentially, Guardian's appeal remains pending in the circuit court, awaiting further procedures under Rule 71B. Further, because Guardian has appealed from the arbitration award under Rule 71B, that award could not be entered as the judgment of the court under 71C. Thus, the circuit court lacked authority to enter a judgment on the award under Rule 71C and to award Better Business Bureau fees and facility costs in connection with the entry of that judgment." View "Guardian Builders, LLC v. Uselton " on Justia Law

Riverfront, LLC, petitioned the Supreme Court for a writ of mandamus to direct the Etowah Circuit Court to vacate its order denying Riverfront's motion to enforce a forum-selection clause in a lease agreement between it and Fish Market Restaurants, Inc., and George Sarris (collectively, "Fish Market") and to direct the circuit court either to dismiss the action filed against it by Fish Market or to transfer the action to the Tuscaloosa Circuit Court. Upon review of the clauses at issue and the Etowah court record, the Supreme Court concluded that Riverfront established it had a clear legal right to the enforcement of the forum-selection clause in the lease because Fish Market failed to establish that enforcement of the clause would be unfair or unreasonable. The circuit court exceeded the scope of its discretion in denying Riverfront's motion to dismiss or, in the alternative, to transfer the case to the Tuscaloosa Circuit Court. Therefore, the Supreme Court directed the Etowah court to either dismiss this case without prejudice, or to transfer to the Tuscaloosa Circuit Court, the forum agreed to in the lease. View "Fish Market Restaurants, Inc. v. Riverfront, LLC" on Justia Law

This case involved an insurance-coverage dispute governed by Massachusetts substantive law. Plaintiffs filed a claim with their insurance company after a storm caused a pile of soil to slide down a hill and into and over a retaining wall, damaging one of the buildings on Plaintiffs' property. The insurance company denied coverage. Plaintiffs sued for breach of the insurance contract and violation of the Massachusetts consumer-protection act. The insurance company counterclaimed, seeking a declaration that the policy did not cover the claimed loss. The magistrate judge granted the insurance company's motion for summary judgment, noting that the policy excluded damages from landslides. The First Circuit Court of Appeals affirmed, holding that the insurance company acted well within its rights in denying coverage, and the magistrate judge properly granted summary judgment for the insurance company on all claims. View "Stor/Gard, Inc. v. Strathmore Ins. Co." on Justia Law

Plaintiffs purchased furniture from the Fortunoff Department Store. Along with the furniture, Plaintiffs purchased a protection plan. The plan was a contract in which Valspar Corporation agreed to provide service for damages to the furniture during the contract period. The plan contained a store closure provision providing that if the store location where customers purchased furniture closed, the purchase price of the plan would be refunded. Fortunoff subsequently closed, and Valspar tendered Plaintiffs a refund of their payment made to the plan. Plaintiffs brought a diversity action against Valspar for breach of contract under N.Y. Gen. Bus. Law 395, which forbids the termination before expiration of any "maintenance agreement covering parts and/or service" and for damages under N.Y. Gen. Bus. Law 349, claiming that section 395 rendered the store closure provision ineffective and that, by denying claims based on this provision, Valspar breached its contracts with Plaintiffs. The district court dismissed the case. The Court of Appeals accepted certification to answer questions of law and held (1) section 395(a) does not make contract clauses that contradict its terms null and void; and (2) a violation of section 395(a) alone does not give rise to a cause of action under section 349. View "Schlessinger v. Valspar Corp." on Justia Law

Plaintiff sued a number of corporations and an individual, Ariq Vanunu, alleging that he had provided telephone service to Defendants pursuant to a written agreement and had not been paid. The complaint alleged that Vanunu was a "principal officer in all the corporate defendant entities." A default judgment was later entered against all Defendants. Vanunu moved to vacate the judgment, asserting that his default was excusable and that he had meritorious defenses to the action. Supreme Court denied the motion. The Appellate Division reversed, holding that because Plaintiff failed to provide evidence that Vanunu was personally liable for the stated claims, the default judgment was a nullity. The Court of Appeals reversed, holding that the defect in this case was not jurisdictional. View "Manhattan Telecomms. Corp. v. H & A Locksmith, Inc." on Justia Law

Wife and Husband were married in 1997. A week before the wedding, they each separately signed a prenuptial agreement. Neither party was present when the other executed the document, and the signatures were witnessed by different notaries public. In the acknowledgment relating to Husband's signature, a key phrase was omitted. As a result, the certificate failed to indicate that the notary public confirmed the identity of the person executing the document. In 2010, Husband filed for divorce. Wife commenced a separate action seeking a divorce and a declaration that the prenuptial agreement was unenforceable. Supreme Court denied Wife's motion for summary judgment. The Appellate Division affirmed, holding (1) the certificate of acknowledgment was defective, but (2) the deficiency could be cured after the fact, and the notary public affidavit raised a triable question of fact as to whether the prenuptial agreement had been properly acknowledged when it was signed. The Court of Appeals reversed, holding that the prenuptial agreement was invalid where, even assuming a defect in a certificate of acknowledgment could be cured, the notary public's affidavit was insufficient to raise a triable question of fact as to the propriety of the original acknowledgment procedure. View "Galetta v. Galetta" on Justia Law