Justia Contracts Opinion Summaries

Defendant and his company (Defendants) borrowed money from Trust by executing promissory notes in favor of Trust. One note said it was governed by Massachusetts law, and the others said they were governed by New York law. The Trust's trustees (Plaintiffs) subsequently sued Defendants in New York state court for breach of contract. The New York trial court eventually granted Defendants' motion to dismiss based on the expiration of the New York statute of limitations. Plaintiffs subsequently sued Defendant in Massachusetts federal court to recover on the note controlled by Massachusetts law. Although Plaintiffs filed suit within the Massachusetts statute of limitations, the district judge concluded that the dismissal of the New York lawsuit barred Plaintiffs' current claim because the dismissal was on the merits and claim preclusive. The First Circuit Court of Appeals affirmed, holding that the limitations dismissal under New York law was a judgment on the merits, and thus, the current claim was barred. View "Newman v. Krintzman" on Justia Law

Fox filed suit against Dish Network for copyright infringement and breach of contract, seeking a preliminary injunction. At issue were two Dish products: (1) "PrimeTime Anytime," which allowed a cable subscriber to set a single timer to record any and all primetime programming on four major networks; and (2) "AutoHop," which allowed users to automatically skip commercials. The court held that the district court did not abuse its discretion in holding that Fox did not establish a likelihood of success on its direct infringement claim. In this case, Dish's PrimeTime Anytime program created the copied program only in response to the user's command and the district court did not err in concluding that the user, not Dish, made the copy. Operating a system used to make copies at the user's command did not mean that the system operator, rather than the user, caused copies to be made. Although Fox established a prima facie case of direct infringement by Dish customers, Dish met its burden of demonstrating that it was likely to succeed on its affirmative defense that its customers' copying was a "fair use." Accordingly, the district court did not abuse its discretion in concluding that Fox was unlikely to succeed on its claim of secondary infringement. Applying a very deferential standard of review, the court concluded that the district court did not abuse its discretion in denying a preliminary injunction based on alleged contract breaches. Finally, even if Fox was likely to succeed on its claims that Dish directly infringed Fox's copyrights and breached the no-copying clause of the contract at issue by making "quality assurance" copies, the court agreed with the district court that Fox did not demonstrate a likelihood of irreparable harm resulting from these copies. Therefore, the court affirmed the judgment of the district court. View "Fox Broadcasting Co. v. Dish Network" on Justia Law

In an insurance coverage dispute with a policyholder, Cincinnati appealed the district court's adverse summary judgment rulings. The policyholder sought a claim of total loss for a vertical lathe that it purchased from a manufacturer in Taiwan and that was destroyed in Los Angeles. Cincinnati denied coverage, claiming that the coverage extension for newly acquired property did not apply. The court concluded that the extension of coverage to "any location you acquire" was ambiguous and, under Iowa law, the court construed that ambiguity in the policyholder's favor. The court also concluded that the district court did not err in awarding prejudgment interest under Iowa law. Accordingly, the court affirmed the judgment of the district court. View "Amera-Seiki Corp. v. The Cincinnati Ins. Co." on Justia Law

Clark, the owner and president of an East St. Louis Illinois company, was charged with making false statements in violation of 18 U.S.C. 1001(a)(3). Clark’s company had entered into a hauling services subcontract with Gateway, general contractor on a federally funded highway project in St. Louis, Missouri. Employers must pay laborers working on certain federally-funded projects the “prevailing wage,” calculated by the Secretary of Labor based on wages earned by corresponding classes of workers employed on projects of similar character in a given area, and maintain payroll records demonstrating prevailing wage compliance, 40 U.S.C. 3142(b) The indictment charged that Clark submitted false payroll records and a false affidavit to Gateway, representing that his employees were paid $35 per hour, when they actually received $13-$14 per hour. The district court dismissed for improper venue, finding that when a false document is filed under a statute that makes the filing a condition precedent to federal jurisdiction, venue is proper only in the district where the document was filed for final agency action. The Seventh Circuit reversed. Although the effects of the alleged wrongdoing may be felt more strongly in Missouri than in Illinois, the Southern District of Illinois is a proper venue. View "United States v. Clark" on Justia Law

Plaintiff-Appellant John Schmitt appealed the dismissal of his claims against MeritCare Health System for defamation, tortious interference with a prospective business advantage, and violation of state antitrust law. Upon review, the Supreme Court concluded that Plaintiff's allegations lacked merit, and affirmed the grant of summary judgment dismissing his claims. View "Schmitt v. MeritCare Health System" on Justia Law

GSK holds patent and FDA rights to market and sell the pharmaceutical (paroxetine hydrochloride) controlled release tablets for treatment of depression, under the brand name Paxil. Under a 2007 settlement agreement, GSK granted Mylan certain rights to produce, market, and sell generic paroxetine. In 2010, GSK agreed, in an unrelated settlement, to begin supplying Apotex with GSK-produced generic paroxetine for marketing and sale. Mylan sued GSK and Apotex, claiming the 2010 agreement violated its licensing agreement, which did not permit GSK to provide its own form of generic paroxetine to another generic drug company to be marketed and sold in direct competition with Mylan. The district court found that the terms of the agreement were unambiguous and did not limit to whom GSK was permitted to market and sell its own version of generic paroxetine. The Third Circuit reversed the order of summary judgment on the breach-of-contract cause of action against GSK, but affirmed summary judgment on other claims. View "Mylan Inc. v. SmithKline Beecham Corp." on Justia Law

Plaintiffs filed an action against Defendants relating to "forward corn contracts." Counsel for Defendants conveyed confidential information to a grain industry expert in attempting to retain him. Plaintiff's counsel later retained that same expert. Defendant subsequently filed a motion to disqualify the expert from testifying and moved to disqualify Plaintiffs' counsel. The district court disqualified the expert but did disqualify Plaintiffs' counsel, finding that Defendants failed to advance any evidence that Defendants' trial strategy, work product, or mental impressions had been communicated by the expert to Plaintiffs' counsel. Thereafter, Defendants applied for leave to file an original action for a writ of mandamus requiring the district court to disqualify Plaintiffs' counsel. The Supreme Court denied the writ, holding that Plaintiffs rebutted the presumption that the expert shared confidences gained from Defendants' counsel with Plaintiffs' counsel, and therefore, disqualification of Plaintiffs' counsel was not required. View "Mid Am. Agri Products/Horizon, LLC v. Dist. Court" on Justia Law

The Authority was formed under Ga. Code 46-4-82(a) to provide member municipalities with natural gas. It operates as a non-profit, distributing profits and losses to member municipalities: 64 in Georgia, two in Tennessee, 12 in other states. It pays its own operating expenses and judgments; it is exempt from state laws on financing and investment for state entities and has discretion over accumulation, investment, and management of its funds. It sets its governance rules; members elect leaders from among member municipalities. Smyrna, Tennessee has obtained gas from the Authority since 2000, using a pipeline that does not run through Georgia. The Authority entered a multi-year “hedge” contract for gas acquisition, setting price and volume through 2014, and passed the costs on. The market price of natural gas then fell due to increased hydraulic fracturing (fracking), but Smyrna was still paying the higher price. Smyrna sued for breach of contract, violations of the Tennessee Consumer Protection Act, breach of fiduciary duty, and unjust enrichment. The district court denied the Authority’s motion to dismiss based on sovereign immunity under Georgia law and the Eleventh Amendment. The Sixth Circuit affirmed, stating that the Authority’s claim that any entity referred to as a state “instrumentality” in a Georgia statute is entitled to state-law sovereign immunity “requires quite a stretch of the imagination.” View "Town of Smyrna, TN v. Mun. Gas Auth. of GA" on Justia Law

PFG and Acuvest had an agreement (later terminated) under which guaranteed Acuvest’s customers that Acuvest would conform its conduct to CEA mandates. Acuvest advised Prestwick with respect to an investment on which it suffered a substantial loss. Prestwick sued PFG, Acuvest, and two of Acuvest’s principals, alleging violations of the Commodity Exchange Act (CEA), 7 U.S.C. 1, a breach of fiduciary duty against the Acuvest defendants, and a guarantor liability claim against PFG. Prestwick argued that termination of PFG’s guarantee of Acuvest’s obligations under the CEA did not terminate protection “for existing accounts opened during the term of the guarantee.” The district court awarded summary judgment to PFG and dismissed the remaining defendants with prejudice so that Prestwick could appeal. The Seventh Circuit affirmed, stating that contracts between the parties were definitive and rejecting Prestwick’s assertion public policy and estoppel to overcome a decision that the guarantee agreement was properly terminated. View "Prestwick Capital Mgmt., Ltd. v. Peregrine Fin. Grp., Inc." on Justia Law

Steven Johnson appealed an order compelling discovery of his federal income tax returns, and a judgment canceling a contract for deed and dismissing his action for specific performance against Sandra Mark, individually and as personal representative of the estate of Jeanne Johnson, and Stuart Johnson and Scott Johnson. Upon review of the matter, the Supreme Court concluded the district court did not abuse its discretion in compelling discovery, in canceling the contract for deed, and in dismissing the action for specific performance. View "Johnson v. Mark" on Justia Law