Justia Contracts Opinion Summaries

The Companies, Cookson and Vesuvius, appealed the district court's judgment denying their motion for summary judgment and granting the cross-motion of the Union. After the Companies closed a facility that Vesuvius had operated, Vesuvius and the Union entered into a Facility Closure Agreement (FCA). Both parties subsequently disputed whether the agreement required Vesuvius to pay a retiree medical allowance (RMA) to certain eligible employees. The district court held that the FCA imposed such a requirement. The court affirmed, holding that the district court correctly interpreted the parties' agreement and that the Union, as party to that agreement, had standing to enforce it even where the benefits of enforcement accrued to third-party retirees. View "United Steel v. Cookson America, Inc." on Justia Law

Johnson Controls, a Wisconsin manufacturer of building management systems and HVAC equipment, and Edman Controls entered into an agreement giving Edman exclusive rights to distribute Johnson’s products in Panama. In 2009, Johnson breached the agreement by attempting to sell its products directly to Panamanian developers, circumventing Edman. Edman invoked the agreement’s arbitration clause. The arbitrator concluded that Johnson had breached the agreement and that Edman was entitled to damages. Johnson sought to vacate or modify the arbitral award, challenging the way in which the award took account of injuries to Edman’s subsidiaries and the arbitrator’s alleged refusal to follow Wisconsin law. The district court ruled in Edman’s favor. The Seventh Circuit affirmed and upheld the district court’s award of attorney fees. View "Johnson Controls, Inc. v. Edman Controls, Inc." on Justia Law

Defendant purchased an "own occupation" disability insurance policy from an affiliate of Plaintiff, Metropolitan Life Insurance Company (MetLife). After Defendant was diagnosed with cancer, Defendant's employment was terminated. Defendant filed a clam for disability benefits and began receiving disability payments. Defendant later began working at a lower stress job. MetLife concluded that Defendant was no longer eligible to receive disability benefits. Metlife reached this conclusion by interpreting a clause in Defendant's policy requiring Defendant to receive care by a physician that "is appropriate for the condition causing the disability" to mean that Defendant was required to pursue treatment aimed at returning him to his prior occupation. MetLife filed an action seeking a judgment declaring it had no continuing obligation to pay benefits to Defendant and reimbursement of benefits it had paid. The superior court declared MetLife was not required to continue paying Defendant benefits but that MetLife was not entitled to restitution of any benefits paid. The Supreme Court affirmed, holding (1) Defendant was not entitled to benefits under the policy since he was not receiving care designed to enable him to return to him prior occupation; and (2) MetLife was not entitled to reimbursement for benefits paid to Defendant. View "Metro. Life Ins. Co. v. Cotter" on Justia Law

Plaintiff was an additional insured on a commercial general liability insurance policy, which was issued to Plaintiff's tenant (Tenant) by Defendant, Travelers Property Casualty Company (Travelers). Plaintiff sought to invoke Travelers' duty to defend under the policy after Sarah Middeleer was injured in a fall on Plaintiff's property and brought the underlying action against Plaintiff. Plaintiff's insurer, the Netherlands Insurance Company (Netherlands), provided a defense to Plaintiff after Travelers denied any duty to defend Plaintiff in the underlying action. Plaintiff then brought the present action claiming Travelers had a duty to defend Plaintiff in the underlying action and Travelers was obligated to reimburse Netherlands for the defense costs it had expended. The trial court granted Plaintiff's motion for summary judgment. The appellate court reversed, concluding that Middeleer's injuries did not arise out of the use of the leased premises under the terms of the policy. The Supreme Court affirmed, holding that the appellate court correctly construed the governing policy language and properly concluded that Travelers did not have a duty to defend Plaintiff. View "Misiti, LLC v. Travelers Prop. Cas. Co. of Am." on Justia Law

Wilson Sporting Goods agreed to pay Frolow royalties for “Licensed Article(s),” defined as “tennis rackets which are covered by one or more unexpired or otherwise valid claims” of Frolow’s 372 patent. After conducting an audit, Frolow concluded that Wilson was not paying royalties on all the Licensed Articles and filed suit alleging that Wilson breached the License Agreement and infringed the 372 patent. Due to an arbitration provision in the Agreement, the court limited the breach of contract case to determining which Wilson racket models were Licensed Articles and summarily dismissed the patent infringement claim. The court ultimately entered summary judgment for Wilson. The Federal Circuit reversed with respect whether certain rackets were Licensed Articles, reasoning that the fact that Wilson marked their products with Frolow’s patent number supports his allegation that Wilson’s products fall within the claims. View "Frolow v. Wilson Sporting Goods Co." on Justia Law

Appellants purchased Mom's Malt Shop (Mom's) from Meisinger Investments, which was subsequently dissolved. Six years later, Appellants filed a complaint against Meisinger Investments and one of its owners, Richard Meisinger (Appellees) for breach of contract and breach of the covenant of good faith, alleging that Appellees misrepresented the inventory of the equipment of Mom's, among other things. Appellees filed a motion to dismiss, asserting, inter alia, that the sale of Mom's was between Appellants and Meisinger Investments and that Appellants had not made any allegations that would justify piercing the corporate veil to hold Richard personally responsible. The district court dismissed Appellants' complaint, finding that the complaint was insufficient to survive a motion for summary judgment. The Supreme Court affirmed in part, reversed in part, and remanded, holding (1) the district court improperly converted Appellees' motion to dismiss to a motion for summary judgment; (2) the district court correctly found that Appellants failed to present any allegations that would put Appellees on notice that Appellants were seeking to pierce the corporate veil in an attempt to hold Richard personally liable for the claims against Meisinger Investments; and (3) Appellants did present a proper claim against Meisinger Investments. View "Ridgerunner, LLC v. Meisinger" on Justia Law

Construction Company contracted with Subcontractor for construction of elements of an HVAC system. As partial collateral for a revolving line of credit, Subcontractor assigned to Bank its right to receive payment under the contract with Construction Company. Construction Company instead made twelve payments to Subcontractor. Subcontractor subsequently ceased business operations, leaving an outstanding debt to Bank on its line of credit. Bank filed an action against Construction Company for breach of contract and violation of the UCC. A jury found (1) Construction Company liable on both counts for ten of the twelve checks that it had delivered to Subcontractor, and (2) Bank was estopped from recovering with respect to the final two checks. The judge entered judgment on the statutory claim in the amount of $3,015,000, the full face value of the ten checks. The Supreme Court affirmed in part and reversed in part, holding that the trial judge (1) properly entered judgment on Bank's statutory claim in the amount of the wrongfully midirected payments; but (2) erred in denying the bank's motion for partial judgment notwithstanding the verdict with respect to the final two checks, as there was insufficient evidence to support Construction Company's defense of estoppel. View "Reading Coop. Bank v. Constr. Co." on Justia Law

This case involved a contractual interpretation dispute over whether overriding royalties were payable out of the initial oil and gas production from a tract of land on the outer continental shelf (OCS) adjacent to Louisiana. The court concluded, under applicable Louisiana law, that the "calculate and pay" clauses in the overriding royalty interests assignment contracts did not clearly and explicitly express the intent that overriding royalty payments shall be suspended whenever the U.S. landowner royalties were suspended under the OCS Deepwater Royalty Relief Act, 43 U.S.C. 1337(a); and that the "calculate and pay" clauses must be interpreted further in search of the common intent of the parties to the assignment contracts. Accordingly, the court reversed the district court's summary judgment and remanded for further proceedings. View "Total E&P USA, Inc. v. Kerr-McGee Oil and Gas Corp, et al" on Justia Law

Bayside installed hurricane-resistant windows manufactured by Viracon and supplied by EFCO. Shortly after installation, cracking and delamination occurred in some of the windows. Bayside filed suit against Viracon and EFCO nine years after it noticed the defect. The court affirmed the district court's grant of summary judgment to Viracon and EFCO, concluding that Minnesota's two-year statute of limitations applied to Bayside's breach of warranty claims and therefore, these claims were time-barred. View "Bayside Holdings, Ltd., et al v. Viracon, Inc., et al" on Justia Law

Plaintiff submitted an online application for a payday loan with Geneva-Roth Ventures, which charged Plaintiff an interest rate of 780 percent APR. The loan agreement contained an arbitration clause. Plaintiff entered into the contract over the Internet and did not separately sign or initial the arbitration clause. Plaintiff brought a putative class action against Geneva-Roth for charging an interest rate higher than the thirty-six percent APR permitted by the Montana Consumer Loan act for payday loans. Geneva-Roth filed a motion to compel arbitration pursuant to the arbitration clause in the loan agreement. The district court denied the motion, determining that the arbitration clause was unenforceable. The Supreme Court affirmed, holding that the arbitration clause qualified as a contract of adhesion and fell outside Plaintiff's reasonable expectations. Therefore, the arbitration clause was unconscionable. View "Kelker v. Geneva-Roth Ventures, Inc." on Justia Law