Justia U.S. D.C. Circuit Court of Appeals Opinion Summaries

Before the parties arrived at the 2016 labor agreement at issue, the Company’s benefit plan offered bargaining-unit employees a tax-advantaged defined contribution plan under Internal Revenue Code Section 401(k)—a “401(k)” for short. When the Company upgraded its retirement-benefit offering in 2018, the Union brought the unfair labor practice charge at issue here. The Union claimed that the Company unilaterally modified the parties’ collective bargaining agreement by “implementing a 401(k) contribution matching structure other than that specifically negotiated and memorialized in the CBA [Collective Bargaining Agreement].” The parties dispute which of the two documents—with different 401(k) terms—reflects their final and binding agreement   The Company asserted, and the National Labor Relations Board (the Board) determined that the binding agreement is September 16, 2016, Memorandum of Agreement, as a hand signed by Company and Union bargaining representatives. The Union asserts that a different contract document, as typed up and circulated to the parties almost a year later, is the one that binds. 
The DC Circuit denied the Union’s petition for review. The court held that here the parol evidence of the parties' bargaining history allowed the Board to identify the Memorandum of Agreement as the final product of the parties’ negotiations and to conclude that the 401(k) term in the 2017 revised version of the Collective Bargaining Agreement contained an unenforceable unilateral mistake. View "District 4, Communications Workers of America (CWA), AFL-CIO v. NLRB" on Justia Law

The surety (“Colonial”) for the prime contractor (“Hirani”) challenged the district court’s award of quantum meruit damages on the Miller Act claim of the subcontractor (“ACC”), and the district court’s award as double recovery for the subcontractor. The subcontractor continues to challenge the district court’s denial of recovery under the Miller Act for the reasonable value of its superintendent’s services at the job site.   The DC Circuit affirmed the district court’s judgment except to remand for the district court to expressly address whether there would be impermissible double recovery for the subcontractor. The court wrote that even if D.C. contract law caps the subcontractor’s restitution recovery against the prime contractor to expectation damages and does not permit recovery in quantum meruit where there is an express contract, no such limit applies to the claim against the surety under the Miller Act. Second, the court explained it need not resolve the surety’s contention that the district court awarded the subcontractor double recovery. Further, given that the construction work at issue had to be supervised and inspected for conformance with the subcontract and other requirements, such as government quality control standards, the superintendent’s on-site supervisory work constitutes “labor” within the meaning of the Miller Act. View "USA v. Hirani Engineering & Land" on Justia Law

The United States Court of Appeals for the District of Columbia Circuit reversed the judgment of the district court declining to reach the merits of Plaintiffs' complaint challenging a determination of the Federal Deposit Insurance Corporation (FDIC) as unlawful under the Administrative Procedure Act (APA), 5 U.S.C. 706(2), holding that the district court erred in concluding that the FDIC exceeded its authority in making the determination.Plaintiffs, two bank executives, were fired after a proposed merger because they refused to accept a reduction in the amount of a payment that was contractually provided for them. Plaintiffs sued the bank that terminated them and the bank with which it merged, alleging that they were entitled to the full payments. The banks, in turn, sought guidance from the FDIC as to whether the relief sought by Plaintiffs would constitute a statutorily-restricted "golden parachute" payment. The FDIC responded that the payment would constitute a golden parachute. Plaintiffs then brought this action challenging the FDIC's determination as unlawful under the APA. The district court declined to reach the merits, concluding that the FDIC lacked authority to render a golden parachute determination at all. The Court of Appeals reversed and remanded the case, holding that the district court erred in concluding that the FDIC lacked authority to render its golden parachute determination. View "Bauer v. Federal Deposit Insurance Corp." on Justia Law

In this insurance coverage dispute, Plaintiff, an insured company, sought to sidestep its insurer by collecting a $22 million claim from ten insurance brokers and reinsurers. The district court dismissed Plaintiff’s claims for breach of contract and declaratory judgment.   The D.C. Circuit affirmed the district court’s dismissal. The court held that Plaintiff failed to plead facts to establish a contractual relationship with reinsurers. Plaintiff’s evidence of the reinsurance binders did not create a contractual relationship between Plaintiff and reinsurers. Further, the court held that summary judgment for reinsurers was proper; finding that Plaintiff’s claims of implied contract, promissory estoppel, and unjust enrichment are wholly unsupported by record evidence. The court further held that the “economic loss doctrine” bars Plaintiff’s claims against the other defendants. The economic loss doctrine prohibits claims of negligence where, as here, a claimant seeks to recover purely economic losses. View "Vantage Commodities Financial Services v. Assured Risk Transfer PCC" on Justia Law

The Universities responded to the COVID-19 pandemic by transitioning from in-person to online learning and largely shutting down campus activities. Students and parents sued, claiming that the Universities violated contractual commitments when they transitioned to online educational activities and declined to refund any portion of their students’ tuition and fees or, in the alternative, that the transitions unjustly enriched the Universities.The D.C. Circuit affirmed the dismissal of conversion claims and claims that the Universities breached express contracts promising in-person educational instruction, activities, and services. They did not plausibly allege a possessory interest in a specific, identifiable fund of money. The cited materials cited do not support the express contract claims. Reversing in part, the court held that the complaints plausibly allege that the Universities breached implied-in-fact contracts for in-person education, on-campus activities, and services. The plaintiffs should be allowed to raise their alternative theory of unjust enrichment. The court also reinstated a claim under the D.C. Consumer Protection Procedures Act. The court acknowledged that the Universities will likely have compelling arguments to offer that the pandemic and resulting government shutdown orders discharged their duties to perform these alleged promises, which must be addressed by the district court. View "Shaffer v. George Washington University" on Justia Law

Sacks is a law firm with a 20-year history of working with the International Monetary Fund (IMF). In 2011, IMF hired Sacks to negotiate disputed claims of various contractors that worked on the renovation of its headquarters. The parties’ contract asserts IMF’s immunity from suit and provides that any disputes not settled by mutual agreement shall be resolved by arbitration. In a subsequent fee dispute between Sacks and IMF, Sacks filed a demand for arbitration with the AAA. The arbitration panel awarded Sacks $39,918.82 plus interest but denied Sacks’ claim of underpayment in connection with earlier work.Sacks sued the Fund, claiming that the award should be vacated pursuant to the D.C. Code as “the result of misconduct by the arbitrators.” IMF removed the case to federal court and moved to dismiss it on immunity grounds pursuant to its Articles of Agreement, given effect in the U.S. by the Bretton Woods Act, 22 U.S.C. 286h. Sacks asserted the contract waived immunity by expressly providing for arbitration pursuant to the AAA Rules, which contemplate courts’ entry of judgment on arbitral awards. The D.C. Circuit affirmed the dismissal of the suit. The AAA Rules and D.C. law contemplate judicial involvement in the enforcement of arbitral awards, so arguably the contract also does so but an international organization's waiver of the immunity must be explicit. The parties' contract expressly retains the IMF’s immunity, reiterating it even within the arbitration clause. View "Leonard A. Sacks & Associates P.C. v. International Monetary Fund" on Justia Law

Wye sued Iraq. The district court denied Iraq’s motion to dismiss on sovereign immunity grounds and entered judgment in Wye’s favor years later. An intervening Fourth Circuit ruling rejected Iraq’s contention that none of the exceptions in the Foreign Sovereign Immunities Act, 28 U.S.C. 1602, applied to Wye’s breach of contract claims; because Wye alleged that it had engaged in acts inside the U.S. under the contract, the lawsuit could proceed under the second clause of the FSIA’s commercial activities exception, which abrogates foreign sovereign immunity with respect to claims that are “based upon . . . an act performed in the United States in connection with commercial activity of the foreign state elsewhere.”The D.C. Circuit vacated. Iraq’s participation in the trial did not implicitly waive its sovereign immunity. The law of the case doctrine does not require adherence to the Fourth Circuit’s conclusions. The D.C. Circuit concluded that section 1605(a)(2) does not apply to this case. A plausible basis for sustaining the district court’s jurisdictional ruling can be found in the commercial activity exception’s third clause, abrogating immunity if the action is “based upon . . . an act outside the territory of the United States in connection with a commercial activity of the foreign state elsewhere and that act causes a direct effect in the United States.” The district court is best positioned to determine whether Iraq’s breach of contract caused “direct effects” in the U.S. View "Wye Oak Technology, Inc. v. Republic of Iraq" on Justia Law

The Union and AT&T entered into a contract governing certification of the Union to represent non-management employees and the relationship between the parties, requiring the parties to arbitrate disputes over “the description of an appropriate unit for bargaining” and the definition of “nonmanagement” employees. All other disputes arising under the contract “shall not be subject to arbitration.” Disputes that are subject to arbitration must “be submitted to arbitration administered by, and in accordance with, the rules of the American Arbitration Association (AAA).” The AAA’s Labor Arbitration Rules provide that the arbitrator shall have the power to rule on his own jurisdiction, “including any objections with respect to the existence, scope, or validity of the arbitration agreement.” After AT&T acquired Time Warner, the Union initiated discussions about “appropriate potential bargaining units in the newly acquired company.” The parties could not reach an agreement. The Union sought to compel arbitration. The district court dismissed, finding the dispute did not lie within the categories of arbitrable disputes, and that it (as opposed to the arbitrator) could make that threshold determination.The D.C. Circuit vacated. The agreement delegates threshold questions of arbitrability to an arbitrator. The question of whether the parties’ dispute falls within the contract’s arbitration clause, then, is for an arbitrator, not a court, to decide. The district court lacked jurisdiction to determine whether the dispute must be submitted to arbitration. View "Communications Workers of America, AFL-CIO v. AT&T Inc." on Justia Law

When Selden signed up for Airbnb, an online home rental platform, he was presented with a sign-in webpage that informs the user he is agreeing to certain terms by signing up. Airbnb’s Terms of Service required that all disputes be resolved by arbitration. After Selden signed up for Airbnb, he attempted to rent a listed room and suspected that the host denied his request because of his race, which the host could see from Selden’s profile picture. Selden created two fake Airbnb accounts with profile pictures of white individuals and used his fake accounts to request renting the same property for the same dates. According to Selden, the host accepted both requests. Selden posted his claims on social media where they went viral.Selden sued, citing Title II of the Civil Rights Act of 1964, 42 U.S.C. 2000a), the Civil Rights Act of 1866, 42 U.S.C. 1981, and the Fair Housing Act, 42 U.S.C. 3604. The district court compelled arbitration of his claims. The arbitrator ruled in favor of Airbnb. The court refused to vacate the arbitration award. The D.C. Circuit affirmed, rejecting Selden’s arguments that he did not agree to arbitrate because Airbnb’s sign-up screen failed to put him on notice of the arbitration clause in its Terms of Service, that his discrimination claims were not arbitrable, and that the arbitrator committed misconduct by failing to provide for sufficient discovery and by refusing to consider his expert report. View "Selden v. Airbnb, Inc." on Justia Law

After appellant filed a breach of contract claim against the Government in D.C. Superior Court, the Government removed to district court and subsequently dismissed the claim. Appellant appealed, arguing that under 28 U.S.C. 1447(c), which provides that "[i]f at any time before final judgment it appears that the district court lacks subject matter jurisdiction, the case shall be remanded, " the district court should have remanded his claim.The DC Circuit affirmed the district court's judgment, concluding that 28 U.S.C. 1442(a)(1) and the Tucker Act make clear that section 1447(c) does not require the district court to remand in this case. The court explained that to require the district court to remand appellant's claim here, where the government has waived sovereign immunity against appellant's claim only in the Court of Federal Claims, and where that court has already dismissed appellant's claim, would be to subject the government to lengthy and piecemeal litigation of the kind that Congress intended section 1442(a)(1) to allow it to avoid. Therefore, the court concluded that, in context, Congress did not intend the "shall be remanded" language in section 1447(c) to mean that the district court must force the Government to spend one more ounce of resources on the re-litigation of a case it has already won. Accordingly, the court affirmed the judgment of the district court. View "Hammer v. United States" on Justia Law