Justia Contracts Opinion Summaries

H&H Development, LLC hired Jim Ramlow for legal services. In 2007, H&H filed a pro se complaint in Lake County against Ramlow and his law firm for professional negligence. Eleven days later, H&H, through counsel, filed a complaint in Flathead County against Eagle Bend, seeking damages based on allegations similar to those in the Lake County complaint. H&H settled with Eagle Bend. In 2010, H&H filed an amended Flathead County complaint that named Ramlow and his firm as defendants and included a lawyer's signature. The district court subsequently declared the Lake County complaint null and void after determining that a non-lawyer could not file a complaint on behalf of a limited liability company. Thereafter, the court granted summary judgment to Defendants on the amended complaint based upon the running of the applicable statute of limitations. The Supreme Court reversed, holding that a district court has discretion to determine whether a corporation should be able to relate back to an amended complaint signed by a lawyer, to its original, pro se complaint. Remanded to assess whether Mont. R. Civ. P. 15(c) permitted H&H's amended complaint in Flathead County to relate back to H&H's pro se Lake County complaint.

Missouri Title Loans appealed from a judgment finding that a class arbitration waiver contained in its loan agreement, promissory note, and security agreement (agreement) was unenforceable. The Supreme Court affirmed the judgment insofar as it held that the arbitration waiver was unconscionable and reversed that part of the judgment ordering that the claim be submitted to an arbitrator to determine suitability for class arbitration, holding that the appropriate remedy was to strike the entire arbitration agreement. The U.S. Supreme Court vacated the Court's judgment and remanded for further consideration in light of AT&T Mobility, LLC. v. Concepcion. Applying Concepcion, the Supreme Court affirmed in part and reversed in part, holding (1) the presence and enforcement of the class arbitration waiver did not make the arbitration clause unconscionable; (2) the formation of the agreement was unconscionable; and (3) therefore, the appropriate remedy was revocation of the arbitration clause contained within the agreement. Remanded.

Fifty-four individuals and business entities sued Appellants-Defendants Tyson Foods, Inc., Tyson Poultry, Inc., and Russell Adams (collectively, Tyson), in association with contracts under which they were to raise chickens owned by Tyson on feed supplied by the company. Tyson moved to sever the claims for separate trials. The trial judge denied the motion, allowing the plaintiffs to select eleven individuals and entities to proceed to trial under theories of violation of the Oklahoma Consumer Protection Act and fraud. The poultry growers contended that Tyson targeted them for failure by delivering unhealthy birds and feed in retaliation for their refusal to modernize operations. The jury, in a nine to three split, awarded the growers compensatory and punitive damages approaching $10 million. Alleging evidentiary errors and juror misconduct, Tyson filed a motion for new trial. The trial judge recused and the new trial motion was heard by an assigned judge. Acknowledging concerns about the conduct of the trial, the substitute judge denied the motions for new trial and judgment notwithstanding the verdict, staying further proceedings pending resolution of the appeal. Upon review, the Supreme Court held that: 1) where attorneys were advised that voir dire would be limited to questions not covered in the juror questionnaire and jurors gave incomplete, untruthful, and/or misleading answers in those documents, Appellants were entitled to a new trial; and 2) a poultry grower having no title to the chickens or feed placed with the grower for fattening and future marketing of the birds by the flock's owner is not an "aggrieved consumer" for purposes of the Consumer Protection Act. The case was remanded for further proceedings.

San Juan Coal Company and the International Union of Operating Engineers Local 953 entered into binding arbitration to determine whether union members on a certain schedule were entitled to holdover pay. The arbitrator concluded that the union members were entitled to the extra pay, but on review, the district court overturned the arbitral award. Because the arbitrator’s interpretation was colorable, the Tenth Circuit held that the district court improperly substituted its interpretation of the agreement: "[a]n arbitrator's interpretation of an agreement, even one that is flawed or based on questionable findings of fact, is due the utmost judicial deference. It matters not that a reviewing court might offer a more cogent reading of the agreement; the arbitrator's interpretation must be upheld wholly unless it is without any textual basis."

Plaintiff Arnold Oil Properties, LLC hired Defendant Schlumberger Technology Corp. to perform a specialized cement job on its deep-zone gas well. After Schlumberger poured too much cement into the well, Arnold sued for breach of contract and negligence. The district court concluded as a matter of law that an alleged exculpatory provision in the parties' contract was an indemnification provision and therefore did not bar Arnold's recovery. After a jury found the parties were in unequal bargaining positions, the district court denied Schlumberger's request to enforce the contractual limitation-of-liability provision. Schlumberger appealed the district court's denial of summary judgment and its denial of judgment as a matter of law. Finding that the evidence supported the jury's finding, the Tenth Circuit affirmed the district court's grant of summary judgment in favor of Arnold.

In April and June of 2008, Best of the Best Auto Sales, Inc. purchased seven vehicles from Dealers Auto Auction of Idaho and Brasher's Idaho Auto Auction with checks that were returned for insufficient funds. As a result, Dealers and Brasher refused to provide Best of the Best with the titles to the vehicles. Best of the Best then sold the vehicles to Idaho consumers without providing them with titles. Dealers and Brasher filed claims with CNA Surety d/b/a Western Surety Company which acted as a surety for a "$20,000 Vehicle/Vessel Dealer Bond." Best of the Best was the principal. Upon Best of the Best's failure to provide evidence or defenses for Dealers' and Brasher's claims, Western Surety alleged that it lawfully settled those claims in good faith upon the condition that the consumers received their titles, even though they were not based on final judgments. Plaintiff Nick Hestead submitted his claim, which was based on a final judgment. Plaintiff's claim involved fraud and fraudulent representation concerning a separate vehicle that he purchased from Best of the Best that was previously branded a lemon in California. Western Surety responded by asserting that the Dealer Bond was exhausted. Plaintiff contended that the plain meaning of I.C. 49-1610(4) provides that his claim should be given priority because it was submitted thirty days after a final judgment was entered, unlike Dealers' and Brasher's claims. Western Surety asserted that the plain meaning of I.C. 41-1839(3) permits sureties to settle Dealer Bond claims in good faith. Upon review, the Supreme Court found that the payments on the surety bond were lawfully made in good faith pursuant to I.C. 49-1610(1) and I.C. 41-1839(3) because Dealers' and Brasher's claims were undisputed and supported by competent evidence.

In 2003, Appellant Bridge Tower Dental hired Respondent Meridian Computer Center to provide its dental practice with a computer hardware system subject to a warranty contract. In June of 2005, Bridge began experiencing problems with its server. Bridge Tower Dental entrusted its computer server, including both of its hard drives, to Meridian in order to repair or restore the failing hard drive. While attempting to restore the failing hard drive, Respondent mistakenly confused the source and destination locations on the motherboard and inadvertently erased all of Bridge's data, including the practice's patient records, from the working hard drive. Bridge filed suit against Meridian for breach of contract and negligence under the law of bailment. At trial, the district court denied Bridge's request to submit different jury instructions for the separate claims, and instead combined the contract claim with the negligent bailment claim in the final jury instructions. The jury entered a general verdict in favor of Meridian. Bridge filed a Motion for Judgment Notwithstanding the Verdict, or alternatively, a Motion for New Trial, both of which were denied by the district court. The court entered an order awarding attorney's fees and costs to Meridian. Bridge appealed to the Supreme Court, arguing that the district court erred in denying its Motion for Judgment Notwithstanding the Verdict because Meridian failed to prove that it was not negligent in erasing the data contained on the working hard drive, that the court erred in denying the Motion for New Trial because the jury instructions were improper, and that the district court erred in awarding attorney's fees and costs. Upon review, the Supreme Court reversed the district court's denial of Bridge's post-trial motion and vacated the lower court's award of attorney's fees because Meridian was no longer the prevailing party.

Regions appealed the denial of their renewed motion to compel plaintiffs to arbitrate their complaint against Regions. Plaintiffs sued regions for allegedly violating federal and state law by collecting overdraft charges under its deposit agreement, and Regions moved to compel arbitration based on an arbitration clause in that agreement. The district court denied the motion to compel on the ground that the arbitration clause was substantively unconscionable because it contained a class action waiver, but the court vacated that ruling and remanded for further consideration in light of AT&T Mobility LLC v. Concepcion. On remand, Regions renewed its motion to compel, which the district court denied on the ground that the arbitration clause was substantively unconscionable under Georgia law because a provision granting Regions the unilateral right to recover its expenses for arbitration allocated disproportionately to plaintiffs the risks of error and loss inherent in dispute resolution. Because the reimbursement provision was neither procedurally nor substantively unconscionable under Georgia law, the court reversed the order denying the renewed motion to compel Regions and remanded with instructions to compel arbitration.

Continental sold its food and beverage metal can and can-end technology to Crown via a stock purchase agreement (SPA) in March 1990. The parties disputed the extent of each other's resultant liabilities, as defined by the indemnity provision in the SPA in concurrent binding arbitration and judicial proceedings. Continental subsequently appealed the grant of summary judgment and the district court's denial of its motion to reconsider or alter or amend its judgment. The court found that Continental failed to meet its burden of proving it was not afforded a full and fair opportunity to litigate the meaning of the indemnity provision. Therefore, the district court correctly determined that Continental was precluded from further litigating the provision's meaning, properly granted summary judgment in favor of Crown, and did not abuse its discretion in denying Continental's motion to reconsider.

This declaratory judgment action was brought by Secura, an insurer for Horizon, a subcontractor on a troubled construction project. Horizon's two other insurers, State Auto and Federated later joined. Their dispute with Weitz arose out of a construction project in which Weitz was the general contractor for Metropolitan. After Weitz and Metropolitan brought breach of contract claims against each other, both filed third party complaints against Horizon for defective plumbing. Horizon's insurers defended and settled all claims against it and reimbursed Weitz for its defense of claims against Horizon. Weitz then contended that since it was an "additional insured" on Horizon's policies, the insurers should pay for attorney fees and costs it incurred in defending against Metropolitan's entire counterclaim. The insurers filed this action seeking a final judgment that they not be required to pay the attorney fees and costs. Applying Missouri law, the court rejected Weitz's argument that Metropolitan's counterclaim asserted potentially covered losses under the policies. Therefore, the court affirmed summary judgment in favor of the insurers because Metropolitan's counterclaim did not state an "occurrence" giving rise to a possibility of coverage under the policies.