Justia Contracts Opinion Summaries

This dispute stemmed from WaMu's lease agreement with Interface, the lessor. WaMu subsequently closed as a "failed bank" and entered into receivership under the direction of the FDIC. The FDIC then entered into a Purchase and Assumption Agreement (P&A Agreement) with JPMorgan, which set forth the terms and conditions of the transfer of WaMu's assets and liabilities to JPMorgan. Interface filed a breach of lease claim against JPMorgan. On appeal, Interface challenged two district court orders that granted JPMorgan's motion for summary judgment, denied Interface's motion for summary judgment, and granted the FDIC's, the intervenor, request for declaratory relief. The court concluded that Interface was not an intended third-party beneficiary of the P&A Agreement executed between FDIC and JPMorgan, and, as a result, Interface lacked standing to enforce its interpretation of that agreement. The court also concluded that the district court lacked jurisdiction to award declaratory relief to the FDIC. Consequently, the court vacated and remanded the judgment. View "Interface Kanner, LLC v. JPMorgan Chase Bank, N.A., et al" on Justia Law

Plaintiff appealed the district court's entry of an order declaring enforceable under general maritime law a liquidated damages provision (LD Provision) in a contract between defendant and plaintiff. The parties entered into a Vessel Sales Agreement (VSA), which included the LD Provision, that provided for a $250,000 payment for each violation of the non-competition clause. The court followed Farmers Exp. Co. v. M/V Georgis Prois in finding persuasive the district court's careful factual findings as to whether the LD Provision was a reasonable forecast of damages. The court held that looking at the contract at the time it was made, ex ante breach, the court could not bicker with the $250,000 per occurrence forecast. Plaintiff had not met its burden to prove that the LD Provision was a penalty. Therefore, the court concluded that the district court properly held that the LD Provision was enforceable and affirmed the judgment. View "International Marine, L.L.C., et al v. Delta Towing, L.L.C." on Justia Law

First Franklin Financial Corporation and Jason Gardner attended foreclosure mediation. The parties disputed the outcome of the mediation. Gardner argued that the parties reached a binding agreement requiring First Franklin to offer a trial loan modification plan to Gardner and subsequently filed a motion for sanctions. The district court granted the motion and ordered First Franklin to pay monetary sanctions and to enter into a loan modification with Gardner on the terms agreed upon by the parties at foreclosure mediation. First Franklin filed an interlocutory appeal. The Supreme Court granted the appeal and held that the motion court did not err (1) in finding that Gardner and First Franklin entered into a binding agreement requiring First Franklin to offer the loan modification to Gardner; and (2) in finding that First Franklin did not mediate in good faith and in granting Gardner's motion for sanctions. View "First Franklin Fin. Corp. v. Gardner" on Justia Law

Defendant was an attorney who litigated a case against the nations believed to be behind a 1972 terrorist attack on Puerto Ricans at an Israeli airport. Defendant and the American Center for Civil Justice (the Center) originally had an agreement on how to handle the litigation. However, Defendant misrepresented to clients that the Center had paid him for his work and convinced clients to revoke the Center's attorney's power of attorney. Thereafter, the Center filed suit against Defendant. In the meantime, Plaintiffs, the heirs of two individuals killed in the terrorist attack who signed retainer agreements with Defendant, filed this action against Defendant, alleging that the retainer agreements were void because Defendant secured their consent by deceit. After a jury trial, judgment was entered against Defendant. The First Circuit Court of Appeals affirmed, holding (1) the evidence was sufficient to support the conviction; (2) the non-testifying heirs proved deceit without testifying about their reliance on Defendant's misrepresentations; and (3) the district court did not err in its instructions to the jury. View "Estate of Berganzo-Colon v. Ambush" on Justia Law

General Mills sued Five Star for breach of contract and breach of warranties after the meatballs General Mills purchased from Five Star contained beef that was recalled. The district court granted summary judgment to General Mills on the breach-of-contract claim and to Five Star on the breach-of-warranty claims. The parties cross-appealed. The court concluded that the press release that General Mills relied upon to recall the meatballs constituted hearsay. However, the press release set out findings from an investigation pursuant to authority granted by law and was therefore admissible. The court also concluded that sufficient admissible evidence supported the conclusion that the meat was procured in violation of regulations and that it was adulterated. Therefore, the district court properly granted summary judgment to General Mills on the breach-of-contract claim. The court further concluded that the district court properly analyzed the breach-of-contract and breach-of-warranties claims separately. The court dismissed General Mills' cross-appeal as moot and affirmed the award of attorneys fees to General Mills. View "General Mills Operations, LLC v. Five Star Custom Foods, Ltd." on Justia Law

A railroad employee sued his employer, DM&E, after he was injured while working as the employee-in-charge of a construction site. DM&E then brought a third-party complaint against Corman, contending that Corman was required to indemnify and defend it against the employee's Federal Employers' Liability Act (FELA), 45 U.S.C. 51-60, claim pursuant to a contract between the parties. Nothing in the Contract Work Agreement (CWA) indicated that it extended to claims which were unrelated to Corman's common-law negligence. The indemnity clause in the CWA did not mention the FELA. Therefore, the court held that DM&E had not shown any issues of material fact existed and therefore no negligence could be attributed to Corman. The court also held that the indemnification provision in the CWA did not trigger the insured contract exception to the general exclusion provision contained in the Lexington Insurance policy, and, as a result, no obligation existed based on the terms of the policy. View "Dakota, MN & Eastern R. R. v. R. J. Corman R. R. Construction" on Justia Law

Defendant appealed from the district court's holding that defendant was liable to plaintiff, contending that it was entitled to the benefit of a contractual limitation on liability contained in a contract between its sub-bailor and a shipper. At issue was whether, under the Carmack Amendment, 49 U.S.C. 14706, or the federal common law of bailment, a third-party contractor was entitled to receive the benefit of a liability limitation in a contract between a shipper and a carrier where the contract did not extend the limitation to third parties. Because the court determined that - under either body of law - liability limitations extended to third-party contractors only if the contract clearly stated that they did, and because the court identified no error in the district court's finding on negligence, the court affirmed the judgment. View "Royal Sun Alliance Ins. PLC v. UPS Supply Chain Solutions, Inc." on Justia Law

Upon an investigation by the Maine Bureau of Insurance (Bureau) and the Maine Attorney General's Office (AG's Office) into the questionable business practices of Bankers Life and Casualty Company (Company), Appellant, the Company's employee, accepted responsibility for his own unlawful conduct. In exchange, several state officials (Appellees) representing the Bureau and the AG's Office agreed to take no further action against Appellant. Appellees, however, subsequently agreed to Appellant's termination in a separate agreement with the Company. Appellant filed a complaint against Appellees, asserting violations of 42 U.S.C. 1983 and 42 U.S.C. 1985(2). The district court dismissed the complaint, concluding (1) Appellees were entitled to absolute immunity on the section 1983 claim, and (2) Appellant failed to plead a plausible section 1985(2) claim. The First Circuit Court of Appeals affirmed, holding (1) Appellees met their burden in establishing they were entitled to absolute immunity for entering into the consent agreements with Appellant and the Company, and the district court did not err by refusing to invoke the doctrine of judicial estoppel on Appellees' immunity defense; and (2) because the complaint failed to allege any racial or class-based invidiously discriminatory animus underlying Appellees' actions, the district court properly dismissed Appellant's section 1985(2) claim. View "Knowlton v. Shaw" on Justia Law

MCR, LLC filed an action for condemnation of a compressor station site on property owned by Appellees. Appellees counterclaimed against MCR for damage to their property and claimed punitive damages. Appellees sought restoration costs as the measure of damages for their contract, trespass, and nuisance claims. The parties stipulated to the substitution of MCR Transmission, LLC (MCR-T) for MCR on the condemnation claim. The district court dismissed MCR-T's condemnation claim and granted Appellees' summary judgment motion allowing Appellees to seek restoration costs. The jury awarded restoration costs and punitive damages to Appellees. The Supreme Court affirmed in part, reversed in part, and remanded, holding that the district court (1) erred in dismissing MCR-T's motion to condemn Appellees' property for a compressor station, as genuine issues of material fact existed as to whether Appellees' property was necessary for the compressor station; (2) properly determined that Appellees were entitled to seek restoration costs as the measure of their damages; and (3) properly admitted evidence at trial that MCR had jumped Appellees' bid on state trust land leases. View "McEwen v. MCR, LLC" on Justia Law

Plaintiffs commenced a lawsuit against several power companies alleging that the Colstrip power facility, which bordered land owned by Plaintiffs, contaminated groundwater under their property. The parties proceeded with mediation after three years of litigation. The mediation ended with the transmission of a memorandum of understanding (MOU) to the parties' counsel. After some of Plaintiffs expressed reservations about accepting the settlement, the power companies filed a motion to enforce the settlement agreement, arguing that the MOU was a written and signed settlement agreement. After a hearing, the district court granted the motion to enforce the settlement agreement, finding that the MOU was a binding, enforceable settlement agreement. The Supreme Court affirmed, holding that the district court (1) did not err by finding the MOU was an enforceable settlement agreement; (2) did not err by allowing parol evidence to change an option to purchase into a right of first refusal; and (3) erred in admitting evidence protected by the mediation confidentiality statute, but the error was harmless. View "Kluver v. PPL Mont., LLC" on Justia Law