Justia U.S. 1st Circuit Court of Appeals Opinion SummariesArticles Posted in Contracts
Merrill Lynch v. Flanders-Borden
In this appeal concerning the validity of a Transfer of Death Agreement (TOD agreement) executed by Alton L. Flanders, III, the First Circuit affirmed the judgment of the district court concluding that no reasonable jury could find that Plaintiff had met her burden of showing that Flanders lacked capacity at the time he entered into the TOD Agreement, holding that there was no reversible error.The TOD agreement in this case related to an account containing a subset of Flanders's assets for which Merrill Lynch acted as custodian. The agreement, if valid, avoided probate of an at-death transfer of the account assets to five designated beneficiaries, including Plaintiff, Flanders's daughter. After Flanders died intestate, Plaintiff claimed that Flanders lacked the mental capacity to enter into the TOD agreement. Merrill Lynch commenced this interpleader action. The district court granted summary judgment to the beneficiaries who consented to the distribution of the account assets per the terms of the TOD agreement. The First Circuit affirmed, holding that Plaintiff's claims on appeal were unavailing. View "Merrill Lynch v. Flanders-Borden" on Justia Law
Toddle Inn Franchising, LLC v. KPJ Associates LLC
The First Circuit affirmed the judgment of the district court judge confirming an arbitration award, holding that none of Appellant's legal theories for reversal were meritorious.KPJ Associates, LLC ran a daycare in Maine as a franchisee of Toddle Inn Franchising, LLC. When KPJ ended the franchise agreement on Friday and told Toddle it would open another daycare at the same site the following Monday Toddle filed a federal complaint alleging unfair competition under the federal Lanham Act and breach of contract and trade secret misappropriation under Maine law. Toddle then moved to compel arbitration and stay court proceedings. The judge compelled arbitration, and the arbitrator found for Toddle. The First Circuit affirmed, holding that the district court judge (1) did not lack subject matter in this case because Toddle did not present a frivolous Lanham Act claim; (2) did not err in ruling that Toddle did not waive its right to arbitrate by its litigation conduct; and (3) did not err in awarding additional attorneys' fees and costs. View "Toddle Inn Franchising, LLC v. KPJ Associates LLC" on Justia Law
EdgePoint Capital Holdings, LLC v. Apothecare Pharmacy, LLC
In this action brought by EdgePoint Capital Holdings, LLC (EPCH) arising out of the sale of Apothecare Pharmacy, LLC, the First Circuit affirmed the district court's grant of summary judgment in Apothecare's favor, holding that EPCH could not recover because Apothecare's securities law defense was valid.This breach of contract suit was based on a provision of the contract stating that if the agreement was terminated by either party, Apothecare was obligated to pay EPCH a fee. In granting summary judgment in favor of Apothecare, the district court (1) rejected Apothecare's federal securities law defense that the contract was void under section 29(b) of the Securities Exchange Act of 1984; but (2) concluded that, as a matter of Massachusetts contract interpretation law, EPCH was not entitled to the fee it sought. The First Circuit affirmed, holding (1) Apothecare's federal securities law defense was valid; and (2) because the contract was unenforceable, EPCH could not recover. View "EdgePoint Capital Holdings, LLC v. Apothecare Pharmacy, LLC" on Justia Law
Zhao v. CIEE, Inc.
The First Circuit affirmed the judgment of the district court concluding that no refund was due to Plaintiff after Defendant, Plaintiff's study abroad provider, cancelled the abroad portion of her program in response to the COVID-19 pandemic, holding that the district court did not err in dismissing Plaintiff's complaint for breach of contract for failure to state a claim.Plaintiff was studying abroad in the Netherlands when the pandemic hit. In response to the pandemic, Defendant cancelled the abroad portion of Plaintiff's program and made arrangements for Plaintiff to complete her coursework online. Plaintiff brought this action for breach of contract because Defendant refused to provide a refund in lieu of experiences, excursions, activities, and services she would have otherwise enjoyed had the pandemic not occurred. The district court entered judgment for Defendant, concluding that no refund was due when the cancellation of a program occurred after it started. The First Circuit affirmed, holding that the contract between the parties unambiguously did not require Defendant to provide Plaintiff with a refund when her program was cancelled following the start date. View "Zhao v. CIEE, Inc." on Justia Law
Posted in: Contracts
Atlas Glass & Mirror, Inc. v. Tri-North Builders, Inc.
The First Circuit affirmed the judgment of the district court dismissing a subcontractor's suit against a construction contractor, holding that the district court did not err in relying on a forum selection clause in an agreement between the parties in dismissing the lawsuit.The contractor sought to dismiss the complaint pursuant to the forum selection clause. The subcontractor opposed the motion, arguing that the forum selection clause was not applicable. The district court found the forum selection clause both applicable and binding and so dismissed the lawsuit. The First Circuit affirmed, holding (1) the clause was both valid and enforceable; and (2) the district court did not err in failing to consider transfer of its own accord. View "Atlas Glass & Mirror, Inc. v. Tri-North Builders, Inc." on Justia Law
Covidien LP v. Esch
In this appeal arising from a contract action, the First Circuit affirmed the judgment of the district court denying Appellants' post-trial request for a declaratory judgment, holding that the district court did not abuse its discretion.Appellants, Covidien LP and Covidien Holding Inc. (collectively Covidien), brought this action against Brady Esche, a former employee, who assigned medical device patent rights to a company he subsequently founded, seeking declaratory judgment to the effect that Esch assign his rights, title, and interest in the patent applications to Covidien. Covidien also alleged that Esch breached his obligations under employment and/or separation agreements he signed. The jury found that Esch breached confidential information and awarded Covidien damages. Covidien subsequently moved for a declaratory judgment asking that Esch be required to assign to Covidien the inventions he subsequently made. The district court denied the request. The First Circuit affirmed, holding that the district court did not abuse its discretion in denying Appellants' post-trial declaratory judgment request. View "Covidien LP v. Esch" on Justia Law
Bosse v. New York Life Insurance Co.
The First Circuit reversed the decision of the district court refusing to enforce arbitration clauses in the employment agreement between New York Life Insurance Company and Ketler Bosse, which expressly required that any disputes about arbitrability be referred to the arbitrator, holding that the district court abused its discretion.After New York Life terminated its business relationship with him Bosse brought this action alleging race discrimination in violation of 42 U.S.C. 1981 and 1985 and other state law claims. New York Life asked the court to compel arbitration and stay or dismiss the lawsuit, but the district court refused. The First Circuit reversed, holding (1) the district court's analysis contravened the Supreme Court's holdings in Henry Schein, Inc. v. Archer & White Sales, Inc., 139 S. Ct. 524 (2019), First Options of Chicago, Inc. v. Kaplan, 514 U.S. 938 (1995) and other cases; and (2) the arbitration clause was clear, unmistakable, and unambiguous and should have been enforced on those terms. View "Bosse v. New York Life Insurance Co." on Justia Law
Almeida-Leon v. WM Capital Management, Inc.
The First Circuit affirmed the judgment of the district court dismissing the claims in Plaintiffs' complaint against WM Capital Management, Inc. and granting summary judgment in favor of WM Capital on its counterclaim, holding that the district court did not err or abuse its discretion.This case arose from a dispute over the enforcement of a contract that controlled the liquidation and assignment of several mortgage notes. Plaintiffs initiated an action against WM Capital bringing claims for redemption of property and breach of contract. WM Capital filed a counterclaim seeking specific performance of the contract and joinder of Tenerife Real Estate Holdings, LLC, a signatory to the contract at issue. The district court joined Tenerife, dismissed Plaintiffs' complaint, and granted summary judgment for WM Capital on its counterclaim. The First Circuit affirmed, holding that the district court did not err. View "Almeida-Leon v. WM Capital Management, Inc." on Justia Law
Emmanuel v. Handy Technologies, Inc.
The First Circuit affirmed the judgment of the district court granting Handy Technologies, Inc.'s motion to dismiss this putative class action and to compel individual arbitration, holding that the district court did not err in dismissing Maisha Emmanuel's suit.Emmanuel, who worked as a cleaner for Handy Technologies, Inc., brought this complaint on behalf of individuals who had worked for Handy as cleaners, alleging that Handy had misclassified the putative class members as independent contractors rather than employees, in violation of the Fair Labor Standards Act and Mass. Gen. Laws ch. 151, 1. Handy moved to dismiss and compel arbitration, arguing that the Independent Contractor Agreement that Emmanuel signed required arbitration of the claims at issue. The district court granted Handy's motion to compel arbitration and dismissed Emmanuel's putative class action claim. The First Circuit affirmed, holding (1) the district court did not err in ruling that, under Massachusetts law, Emmanuel had entered into an agreement to arbitrate; and (2) Emmanuel's unconscionability-based challenged to the ruling below failed. View "Emmanuel v. Handy Technologies, Inc." on Justia Law
Marcano-Martinez v. Cooperative de Seguros Multiples de Puerto Rico
The First Circuit affirmed the decision of the district court granting summary judgment to Insurer and dismissing Insureds' suit seeking to force Insurer to pay for damages Hurricane Maria inflicted on their property, holding that Insureds' claims on appeal failed.Hurricane Maria struck Puerto Rico on September 20, 2017. Insureds brought this suit on January 9, 2019. In granting summary judgment in favor of Insurer, the district court concluded that this suit was time-barred under the terms of the insurance contract. Under Puerto Rico law, prescription of actions is interrupted by their institution before the courts, by extrajudicial claim of the creditor, and by act of acknowledgement of the debt by the debtor. The First Circuit affirmed, holding (1) the district court did not err by crediting Insurer's declarations but not Insureds' declarations; (2) Insureds' claims lacked the specificity required to meet their burden of proving prescription; and (3) the remainder of Insureds' claims on appeal were barred. View "Marcano-Martinez v. Cooperative de Seguros Multiples de Puerto Rico" on Justia Law