Justia U.S. D.C. Circuit Court of Appeals Opinion SummariesArticles Posted in Contracts
Banneker Ventures, LLC v. Graham
Plaintiff, a real estate developer, alleged that WMATA signed a contractually binding Term Sheet preliminarily selecting plaintiff to develop property above a Metrorail station and giving plaintiff the exclusive right to negotiate a final development agreement. Plaintiff filed suit raising claims related to its allegation that one of WMATA's Board Members, Jim Graham, abused his position and his seat on the Council of the District of Columbia to work behind the scenes with one of plaintiff’s rival bidders to derail WMATA's negotiations with plaintiff. The court concluded that plaintiff adequately stated both contract claims for breach of the exclusivity provision and breach of the implied covenant of good faith and fair dealing. Further, plaintiff adequately stated its claim of tortious interference and conspiracy against plaintiff's rival bidder. The court reversed as to these claims. The court affirmed the district court’s dismissal of plaintiff’s claim for fraud against WMATA because it is barred by sovereign immunity. The court held that Graham failed to bear his burden to establish the scope of his official duties and to situate his conduct within its outer perimeter. Therefore, the court vacated the district court’s dismissal and remanded for the district court to consider in the first instance which of Graham’s other actions fell beyond the outer perimeter of his official duties and whether those actions that did fall beyond the outer perimeter, taken together, state claims against Graham for tortious interference and civil conspiracy. The court vacated the district court’s dismissal of plaintiff's claims against Graham and remanded for further consideration. View "Banneker Ventures, LLC v. Graham" on Justia Law
Howard Town Center Developer v. Howard University
Developer filed suit against the University after the University terminated the lease agreement between the parties because Developer failed to make a rental payment. The district court granted summary judgment in favor of the University. The court vacated and remanded for further proceedings, concluding that there is a genuine dispute whether a rental payment was due on May 30, 2013, and therefore whether the University was entitled to terminate the lease and to collect damages. View "Howard Town Center Developer v. Howard University" on Justia Law
Stone & Webster, Inc. v. Georgia Power Co.
The 2008 contract for the design and construction of nuclear electrical generating units at a Georgia power plant specifies that it is to be governed by Georgia law. The contractor sought payment after Nuclear Regulatory Commission requirements delayed the project and imposed additional costs. The contract calls for mediation. After 60 days, either party may proceed to litigation “in a court of competent jurisdiction,” the parties “agree to the non-exclusive jurisdiction of the United States District Court for the District of Columbia for any legal proceedings.” After mediation the contractor filed its District of Columbia complaint, seeking more than $900 million. The court’s electronic filing log reported “11/01/2012 20:00:01” as the filing time. Georgia Power filed in the Southern District of Georgia, seeking to recover more than $100 million paid under protest and a declaratory judgment. The hard copy of the complaint notes November 1, 2012, 8:00 p.m. as the time of the filing. The district court did not decide who filed first, but determined that the controversy should be adjudicated in Georgia, regardless of which party filed first. The D.C. Circuit affirmed. A clause permitting first-to-file challenges (comparing one lawsuit to another) contemplated that the venue clause was permissive. View "Stone & Webster, Inc. v. Georgia Power Co." on Justia Law
Berry Law v. Kraft Foods Group
Plaintiff, a law firm, appealed the district court's dismissal of its implied-in-fact contract and quasi-contract claims against Kraft. The dispute stemmed from the Firm's advice to Kraft regarding an antitrust claim. The court concluded that the Firm's implied-in-fact contract claim failed because the complaint does not plausibly allege that Kraft was "reasonably notified" that the Firm expected to be paid for any work completed before that point. The Firm's quasi-contract claim failed because the Firm's services were rendered simply in order to gain a business advantage. Accordingly, the court affirmed the judgment of the district court. View "Berry Law v. Kraft Foods Group" on Justia Law
3D Global Solutions, Inc. v. MVM, Inc.
This appeal arose out of a contract dispute between 3D and MVM. On appeal, 3D argued that the district court had discretion to award prejudgment interest under Virginia law. As an initial matter, the court accepted, without deciding, the parties' assertion that abuse of discretion is the appropriate standard of review. Applying that standard, the court concluded that 3D's argument that the district court had discretion to award prejudgment interest in this instance failed as a matter of law; there was no abuse of discretion in the district court's decision to change its earlier ruling after it had a more fulsome opportunity to consider the relevant Virginia law; and the district court did not err in concluding that the parties did not reach an agreement to submit the issue of prejudgment interest to the court. Accordingly, the court affirmed the judgment of the district court.View "3D Global Solutions, Inc. v. MVM, Inc." on Justia Law
Posted in: Contracts
In re: APA Assessment Fee Litigation
Plaintiffs, APA members, filed a class action suit seeking recovery of all special assessment fees paid after they learned that there was no requirement to pay the special assessment to maintain APA membership. Plaintiffs alleged that the APA intentionally misled members into believing that payment of the special assessment fee was a condition of membership, and that they would not have paid the fee had they known it was optional. The district court dismissed the claims, principally concluding that plaintiff could not have reasonably believed that the assessment fee was mandatory rather than optional. The court reversed the district court's dismissal of the unjust enrichment claim where their claim is not precluded by an express contract; the court rejected defendant's argument that their retention of the assessment fees was not "unjust"; and there is no reason to conclude that D.C. courts would impose a would-be member any heightened duty to investigate before relying on facially straightforward billing language. The court affirmed the district court's dismissal of plaintiffs' California statutory claims where the District of Columbia - not California - law governed the dispute. The court denied plaintiffs' request to add a fraudulent inducement claim; affirmed the denial of plaintiffs' request to add claims for rescission and negligent misrepresentation; and, in regards to the negligent misrepresentation claim, reversed to the extent that the dismissal was with prejudice. The court remanded for further proceedings. View "In re: APA Assessment Fee Litigation" on Justia Law
Odhiambo v. Republic of Kenya, et al.
Plaintiff filed suit against Kenya in district court for breach of contract based on Kenya's underpayment of rewards owed to him. The court affirmed the district court's conclusion that the Foreign Sovereign Immunities Act (FSIA), 28 U.S.C. 1604, barred plaintiff's suit. In this case, Kenya did not waive its immunity in U.S. courts and Kenya's alleged breach of contract lacks the connection to the United States required by the commercial activity exception to the FSIA. View "Odhiambo v. Republic of Kenya, et al." on Justia Law
Armenian Assembly of America, et al. v. Cafesjian, et al.
This case involved efforts to create an Armenian Genocide Museum. Gerard Cafesjian, one of the project's principal founders and benefactors, and CFF first filed suit against the Assembly, alleging that the Assembly failed to reissue a $500,000 promissory note as required by a Grant Agreement, asserting claims for breach of contract and breach of the implied covenant of good faith and fair dealing. The court concluded that the district court did not err in its disposition of appellants' claims for breach of fiduciary duty against Cafesjian and John Waters; the district court correctly determined that CFF was entitled to take the Grant Property in full because the Grants were fully funded at the time CFF exercised its reversionary rights; the court found no basis to disturb Cafesjian and Water's indemnification award; the court affirmed the district court's denial of appellants' post-trial motions for relief; and rejected the notion that the Assembly's lease in the Families USA building is invalid. Accordingly, the court affirmed the judgment of the district court. View "Armenian Assembly of America, et al. v. Cafesjian, et al." on Justia Law
Int’l Brotherhood of Electrical Workers v. Detroit Free Press, Inc.
The Union filed suit against WUSA-TV, a television station, alleging that the station breached its contractual obligations by laying off a technician. Because the grievance did not "arise under" the 2008 bargaining agreement, and the 2012 agreement was not yet in effect, the district court concluded that the station was not obligated to arbitrate. The court affirmed, concluding that seniority provisions in the 2008 agreement did not create vested or accrued rights and therefore, the grievance was not arbitrable under the 2008 agreement. Nor do the qualified seniority protections against layoffs contained in the 2008 agreement survive expiration under normal principles of contract interpretation. Moreover, the union's extrinsic evidence was itself ambiguous. Finally, the court rejected the Union's claim that the grievance was arbitrable under the 2012 agreement. View "Int'l Brotherhood of Electrical Workers v. Detroit Free Press, Inc." on Justia Law
Queen v. Schultz
Michael Queen, an NBC Employee, claimed an entitlement to a portion of Ed Schultz's income from the "The Ed Show" on MSNBC based on their alleged agreement to co-develop a show. Queen sued Schultz in district court, and Schultz counterclaimed against Queen for fraud, slander, and liable. On cross-motions for summary judgment, the district court ruled that neither Queen nor Schultz was liable to the other for anything. Queen appealed. The court concluded that the district court correctly granted summary judgment to Schultz on Queen's claim that he, Max Schindler, and Schultz entered into an enforceable contract to divide the profits from a potential television show 50/25/25. However, the court concluded that there existed a genuine issue of material fact as to whether Queen and Schultz formed a partnership to develop a television show and, if so, whether Schultz was liable to Queen for breach of partnership duties. Therefore, the court reversed that portion of the district court's judgment and remanded to enable Queen to present his partnership theory to a jury. View "Queen v. Schultz" on Justia Law