Justia U.S. 11th Circuit Court of Appeals Opinion SummariesArticles Posted in Contracts
Bearden v. E.I. Du Pont De Nemours and Co.
At issue was the word "retirement" in the Award Terms of stock options granted to plaintiff by his employer E.I. du Pont de Nemours and Company. Under the terms of the award, an employee who leaves the company "due to retirement" keeps the original expiration date of his stock options, but an employee who leaves for other reasons must exercise his stock options by his last day of employment. Applying Delaware law, the Eleventh Circuit held that an employee is eligible for retirement within the meaning of the Award Terms only upon satisfying both the age and years-of-service requirement. Therefore, plaintiff's 10 years of service with DuPont fell short of the years-of-service requirements within Section IV of the Pension Plan. Accordingly, the court affirmed the district court's grant of summary judgment to DuPont. View "Bearden v. E.I. Du Pont De Nemours and Co." on Justia Law
Geico Marine Insurance Co. v. Shackleford
Geico Marine filed suit seeking a declaration that a navigational limit in the policy with defendant that required the vessel to be north of Cape Hatteras, North Carolina, during hurricane season barred coverage. The district court ruled against Geico Marine and declared that the policy covered the loss. The Eleventh Circuit reversed and remanded, holding that the navigational limit barred coverage. In this case, the policy was not ambiguous about whether it contained a navigational limit when the loss occurred, and the plain language of the policy contained a navigational limit. Because the navigational limit was dispositive where the vessel suffered damage while outside the covered navigational area, the court need not address the breach of a duty of uberrimae fidei. View "Geico Marine Insurance Co. v. Shackleford" on Justia Law
Tims v. LGE Community Credit Union
Plaintiff filed suit against LGE, alleging breach of contract, breach of the implied covenant of good faith and fair dealing, and violation of the Electronic Fund Transfer Act (EFTA). The district court dismissed plaintiff's claims under Federal Rule of Civil Procedure 12(b)(6) and held that the two parties' agreements unambiguously permitted LGE to assess overdraft fees using the available balance calculation method. The Eleventh Circuit reversed and held that the agreements were ambiguous as to whether LGE could rely on an account's available balance, rather than its ledger balance, to assess overdraft fees. Therefore, the court held that plaintiff properly pleaded a claim for breach of contract, and breach of the implied covenant of good faith and fair dealing. The court also held that plaintiff alleged a claim under the EFTA because the Opt-In Agreement could describe either the available or the ledger balance calculation method for unsettled debts; plaintiff had no reasonable opportunity to affirmatively consent to LGE's overdraft services; and LGE was not protected from liability by the safe harbor. Accordingly, the court remanded for further proceedings. View "Tims v. LGE Community Credit Union" on Justia Law
Dear v. Q Club Hotel, LLC
A class of condo owners and Q Club, the entity that operates the condominium-hotel, dispute the meaning of the "Declaration" that governs the parties' relationship. The owners alleged that Q Club's new methodology used to calculate the shared costs breached the Declaration as applied both retroactively and prospectively. The Eleventh Circuit held that the district court properly concluded that the Declaration does not permit back-charging; the district court did not reversibly err in submitting the shared costs issue to the jury or in the way that it instructed the jury; and plaintiff has not met his burden for requesting a new trial because the new evidence would not likely produce a different result. Accordingly, the court affirmed the judgment of the district court. View "Dear v. Q Club Hotel, LLC" on Justia Law
Pier 1 Cruise Experts v. Revelex Corp.
Pier 1 filed suit against Revelex, alleging claims of breach of contract, fraudulent misrepresentation, negligent misrepresentation, and unjust enrichment. The Eleventh Circuit affirmed the district court's decision that the Scope of Work exists independently of the Service Agreement on the ground that Revelex has waived any argument to the contrary; affirmed the district court's decision that Pier 1's lost profits claim failed as a matter of law and that Revelex is entitled to judgment as a matter of law on that claim; and held that Pier 1 was not entitled to recover attorneys' fees. Finally, the court certified the following questions to the Florida Supreme Court: Is a contractual "exculpatory clause" that purports to insulate one of the signatories from "any … damages regardless of kind or type … whether in contract, tort (including negligence), or otherwise" enforceable? Or, alternatively, does the clause confer such sweeping immunity that it renders the entire contract in which it appears illusory? Or, finally, might the clause plausibly be construed so as to bar some but not all claims and thus save the contract from invalidation? View "Pier 1 Cruise Experts v. Revelex Corp." on Justia Law
Posted in: Contracts
Dye v. Tamko Building Products, Inc.
Where a roofing shingle manufacturer displays on the exterior wrapping of every package of shingles the entirety of its product-purchase agreement—including, as particularly relevant here, a mandatory-arbitration provision— homeowners whose roofers ordered, opened, and installed the shingles are bound by the agreement's terms. The Eleventh Circuit held that the manufacturer's packaging in this case sufficed to convey a valid offer of contract terms, that unwrapping and retaining the shingles was an objectively reasonable means of accepting that offer, and that the homeowners' grant of express authority to their roofers to buy and install shingles necessarily included the act of accepting purchase terms on the homeowners' behalf. Therefore, the court affirmed the district court's decision to grant the manufacturer's motion to compel arbitration and to dismiss the homeowners' complaint. View "Dye v. Tamko Building Products, Inc." on Justia Law
Sun Life Assurance Company of Canada v. Imperial Premium Finance, LLC
These appeals relate to life insurance policies that were issued by Sun Life to non-parties and that were subsequently acquired by Imperial. The district court dismissed all claims in both cases. The Eleventh Circuit held that Sun Life waived its opportunity to rely on non-forum law to interpret the policies at issue and thus interpreted the relevant policies under Florida law. In regard to Sun Life's complaint, the court affirmed the district court's dismissal of the fraud conspiracy and declaratory judgment counts; and vacated the dismissal of the RICO, RICO conspiracy, fraud, aiding and abetting fraud, and tortious interference with contractual relations counts. In regard to Imperial's complaint, the court affirmed the breach of contract count to the extent it asserted a breach of the rights-and-privileges clause. The court vacated the district court's dismissal of the breach of contract count to the extent it asserted a breach of the incontestability clause. The court remanded for further proceedings. View "Sun Life Assurance Company of Canada v. Imperial Premium Finance, LLC" on Justia Law
The Estate of Caldwell Jones, Jr. v. Live Well Financial, Inc.
12 U.S.C. 1715z-20(j) can not be read to prevent foreclosure pursuant to a reverse-mortgage contract that, by its terms, permits the lender to demand repayment immediately following a borrower's death, even if his or her non-borrowing spouse continues to live in the mortgaged property. The Eleventh Circuit held that the statute addressed and limited only the Secretary's authority—specifying the types of mortgages that HUD "may not insure"—and thus did not alter or affect the rights that a lender independently possessed under a reverse-mortgage contract. Therefore, the court affirmed the district court's grant of Live Well's motion to dismiss because, even if HUD should not have insured the mortgage at issue, section 1715z-20(j) did not alter or limit Live Well's right to foreclose under the terms of its valid mortgage contract. View "The Estate of Caldwell Jones, Jr. v. Live Well Financial, Inc." on Justia Law
Outokumpu Stainless USA, LLC v. Converteam SAS
At issue was two questions under the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (the Convention) regarding federal subject matter jurisdiction established in an arbitration agreement and whether the parties entered into an agreement under the meaning of the Convention to arbitrate their dispute. Plaintiff’s predecessor entered into contracts that contained arbitration clauses and included “subcontractors.” Defendant was listed as a subcontractor. Plaintiff and its insurers later filed suit, and the case was removed to federal district court. The district court denied Plaintiffs’ motion to remand and granted Defendant’s motions to compel and dismiss. The Eleventh Circuit affirmed the district court’s denial of the motion to remand but reversed and remanded the order compelling arbitration, holding (1) where jurisdiction is challenged on a motion to remand, the district court shall perform a limited inquiry to determine whether the suit “relates to” an arbitration agreement pursuant to the Convention under the factors articulated in Bautista v. Star Cruises, 396 F.3d 1289 (11th Cir. 2005); and (2) on a motion to compel arbitration, the district court must engage in a rigorous analysis of the Bautista factors to determine whether the parties entered into an agreement under the meaning of the Convention to arbitrate their dispute. View "Outokumpu Stainless USA, LLC v. Converteam SAS" on Justia Law
Autauga Quality Cotton Association v. Crosby
Autauga, a cooperative that pools and markets farmers’ cotton, claims that the Crosbys breached a marketing agreement when they failed to deliver their promised cotton for 2010 and sought liquidated damages ($1,305,397) under the agreement’s liquidated-damages provision, which provides: the Association shall be entitled to receive for every breach of this agreement for which such equitable relief is unavailable, liquidated damages in an amount equal to the difference between (a) the price of such cotton on the New York futures market during the period beginning with the date of breach or default by the Grower (taking into account the grade, staple, and micronaire of such cotton) and ending with the final delivery by the Association of cotton sold during that year, and (b) the highest price per pound received by the Association for the membership cotton (of the same or nearest grade, staple, and micronaire) sold by it from the same year’s crop. The Eleventh Circuit held that, under Alabama law, the provision that Autauga seeks to enforce is not a valid liquidated-damages clause but an impermissible penalty that is void and unenforceable. There is no evidence that the liquidated-damages formula here bears any relation to Autauga’s probable loss. View "Autauga Quality Cotton Association v. Crosby" on Justia Law