Justia U.S. 7th Circuit Court of Appeals Opinion Summaries

CCC and Tractable use algorithms and data generated by repair centers to provide estimates of the cost to repair damaged vehicles. Tractable dispatched its employee to obtain a license for CCC’s software. Using a false name, the employee purported to represent “JA,” a small, independent appraiser. CCC issued a license. The contract forbids assignment of the license without consent and represents that JA is acting on its own behalf, not as an agent for any third party, and forbids disassembly of the software or its incorporation into any other product. Tractable disassembled the software and incorporated some features into its own product. In CCC’s subsequent suit, Tractable moved for arbitration under the agreement between CCC and JA., arguing that “JA” is a name that Tractable uses for itself. The Seventh Circuit affirmed the denial of the motion. Tractable is not a party to the agreement. CCC could not have discovered that Tractable uses the name “JA.” Contractual meaning reflects words and signs exchanged between the negotiators, not unilateral, confidential beliefs. If a misrepresentation as to the character or essential terms of a proposed contract induces conduct that appears to be a manifestation of assent by one who neither knows nor has reasonable opportunity to know of the character or essential terms of the proposed contract, his conduct is not effective as a manifestation of assent.. The identity of CCC’s trading partner was a vital element of the deal. View "CCC Intelligent Solutions Inc. v. Tractable Inc." on Justia Law

In September 2016, Legend’s Creek filed a claim with Travelers for hail and wind damage that had occurred in May 2016 to the north-facing sides of insured condominium buildings. Legend’s Creek retained Kassen to negotiate the claim with Travelers’ agent Knopp. The two initially agreed to repair the north-facing sides of the buildings. Travelers issued a $644,674.87 check. In January 2017, Kassen informed Knopp that the repairs were unacceptable. Travelers investigated and submitted additional checks of $238,766.88 and $28,438.02. Kassen told Knopp that the north-facing sides had to be completely replaced. Travelers agreed and, in February 2018, submitted an estimate. Less than three weeks before the contractual deadline to file suit Kassen demanded the replacement of all sides of the buildings because the new sides did not match to his satisfaction the undamaged ones. Knopp informed Kassen that Travelers would only replace the damaged north-facing sides and paint them to match.Legend’s Creek sued, alleging breach of contract and bad faith. Travelers argued that the lawsuit was brought outside the two-year contractual window and later moved to compel Travelers to submit to an appraisal. The magistrate compelled an appraisal for discovery purposes. The appraiser granted an “award” to Legend’s Creek based on the mismatched sides. The district court granted Travelers summary judgment. The Seventh Circuit affirmed, citing the limitations clause and rejecting claims of waiver. View "Legend's Creek Homeowners Associaton, Inc. v. Travelers Indemnity Co. of America" on Justia Law

RiverStone operates quarries in three midwestern states. Under a collective bargaining agreement (CBA), RiverStone contributed to the Fringe Benefit Funds for certain employees, based on hours worked by the members of the bargaining unit. The CBA expired in May 2016. Nothing in the agreement imposes on RiverStone an obligation to make contributions after the agreement. RiverStone sought a declaratory judgment that it had no obligation to make contributions to the employees’ pension fund on behalf of individuals hired after the CBA expired. The Funds filed a counterclaim.The district court granted RiverStone summary judgment, holding that RiverStone did not have a contractual duty to contribute to the Funds on behalf of the new employees and that it lacked jurisdiction to evaluate noncontractual sources of liability, such as the National Labor Relations Act (NLRA) so the dispute fell within the exclusive jurisdiction of the National Labor Relations Board. The Seventh Circuit affirmed. The dispute is over an obligation that does not arise under any contract. Once a CBA has expired, the Employee Retirement Income Security Act, 29 U.S.C. 1145, does not confer jurisdiction on the district court to determine whether the employer’s failure to make post-contract contributions violated the NLRA. View "RiverStone Group, Inc v. Midwest Operating Engineers Fringe Benefit Funds" on Justia Law

Roe invented a nozzle that transforms gas into liquid. Roe assigned the nozzle to Nano Gas, in exchange for 20% equity in Nano and a board seat. The relationship floundered. Roe left Nano, taking a prototype machine and some of Nano’s intellectual property produced by Hardin, another employee, and continued to develop the technology.An arbitrator determined that Roe should compensate Nano ($1,500,000) but that Roe deserved compensation for his work ($1,000,000) in the form of an offset against Nano's award. The arbitrator noted that Roe remained a Nano shareholder and could benefit financially in the future, then ordered Roe to return the Hardin work-papers to Nano, or, if unable to do that, to pay Nano $150,000. Nano sought to enforce the award and obtained judgment for $650,000. Nano filed a turnover motion seeking Roe’s Nano stock, valued at approximately $117,000. Roe argued that the award explicitly stated he could pay the remaining amount “in such manner as Roe chooses,” and provided he would remain a shareholder.The district court reasoned that Roe could choose how to pay the $500,000 award, but ordered Roe to turn over the stock or identify other assets to satisfy the $150,000 award. The Seventh Circuit reversed regarding Roe’s discretion to satisfy the $500,000 award and affirmed the $150,000 award for the Hardin papers. The award is devoid of any language indicating Roe shall remain a shareholder indefinitely or that Roe has complete discretion to decide if, when, and how Roe pays the award. View "Nano Gas Technologies, Inc. v. Roe" on Justia Law

As part of an asset-purchase agreement, ISI promised to pay Indigo $2 million with interest on a defined schedule. Guido guaranteed the debt. Under a subordination agreement signed by the parties, a bank is entitled to be paid ahead of Indigo unless ISI meets certain financial conditions designed for the bank’s security.The Seventh Circuit affirmed the dismissal of Indigo’s suit to collect on the guaranty. Indigo is entitled to enforce Guido’s obligation without first trying to collect from ISI but must show that ISI has failed to keep its promise to pay. Indigo’s complaint did not allege that ISI has retired the bank’s loan or met the financial conditions. ISI is, therefore, forbidden to pay Indigo, and is not in default under the note. The guaranty kicks in on ISI’s failure “to timely make payment as required under the Note” and, under Illinois law, “instruments executed at the same time, by the same parties, for the same purpose, and in the course of the same transaction are regarded as one contract and will be construed together.” View "Indigo Old Corp., Inc. v. Guido" on Justia Law

K.F.C., age 11, signed up for a Snapchat account. Snapchat's terms specify that a person must be at least 13 to have an account. K.F.C. lied about her age. Before she turned 18, K.F.C. sued, alleging that Snapchat’s features amount to facial recognition, which violates the Illinois Biometric Privacy Act, K.F.C. acknowledges that she accepted Snapchat’s terms but denies that its arbitration clause binds her although she continued using Snapchat after turning 13.The Seventh Circuit affirmed the dismissal of the case. An arbitrator, not a court, must decide whether K.F.C.’s youth is a defense to the contract’s enforcement. While even the most sweeping delegation cannot send the contract-formation issue to the arbitrator, state law does not provide that agreements between adults and children are void but treats such agreements as voidable (capable of ratification), so the age of the contracting parties is a potential defense to enforcement. The Federal Arbitration Act provides that arbitration is enforceable to the extent any promise is enforceable as a matter of state law, 9 U.S.C. 2. A challenge to the validity (as opposed to the existence) of a contract goes to the arbitrator; K.F.C.’s arguments about her youth and public policy concern the contract’s validity, not its existence. View "K.F.C. v. Snap Inc." on Justia Law

When she began work, Campbell signed a contract with Keagle, the bar’s owner; it included an arbitration clause. After a dispute arose, the district judge denied Keagle’s motion to refer the matter to arbitration, finding several parts of the arbitration clause unconscionable: Keagle had reserved the right to choose the arbitrator and location of arbitration. Campbell had agreed not to consolidate or file a class suit for any claim and to pay her own costs, regardless of the outcome. The judge did not find that the contract was one-sided as a whole. Keagle accepted striking the provisions found to be unconscionable but sought to arbitrate rather than litigate.The Seventh Circuit remanded with instructions to name an arbitrator, reasoning that the mutual assent to arbitration remains. The Federal Arbitration Act, 9 U.S.C. 4, provides that, absent a contrary agreement, the arbitration takes place in the same judicial district as the litigation; “who pays” may be determined by some other state or federal statute, such as the Fair Labor Standards Act, on which Campbell’s suit rests. The chosen arbitrator can prescribe the procedures. Under 9 U.S.C. 5, “if for any … reason there shall be a lapse in the naming of an arbitrator" the court shall designate an arbitrator. View "Campbell v. Keagle Inc" on Justia Law

ATC purchased a commercial general liability insurance policy from Westchester, which provided coverage against liability incurred because of “advertising,” a defined term that included trade dress infringement. BizBox sued ATC for breach of contract and interference with its business expectancies, alleging that ATC manufactured and sold a knock-off trailer using BizBox’s design. ATC sought a declaratory judgment that Westchester owed it a duty to defend and a duty to indemnify. Westchester argued that BizBox’s underlying suit was not covered under the insurance policy because BizBox did not allege, in that litigation, an infringement of its trade dress in ATC’s advertising.The Seventh Circuit affirmed the dismissal of the suit. BizBox’s complaint never alleged a trade dress infringement claim against ATC nor an advertising injury and could not be construed to plausibly allege a trade dress infringement claim against ATC. BizBox alleged no facts that can plausibly be construed to show that it asserted that an advertising injury occurred. Westchester, therefore, has no duty to defend or indemnify ATC under the “personal and advertising injury” provision of the Policy. View "Aluminum Trailer Co. v. Westchester Fire Insurance Co" on Justia Law

BGC secured a $3.1 million mortgage loan from Romspen for the Arlington commercial property. Following a Foreclosure Judgment but before the sale of the property, the parties negotiated an agreement. Romspen agreed to forbear from exercising remedies for 60 days and to reinstate the loan and extend the maturity date for two years. BGC agreed to make a $1.6 million payment on the loan. Meanwhile, BGC learned that Romspen had filed a lien against BGC’s 1907 property. BGC had planned to refinance the 1907 Property to make the payment on the Arlington property required by the Forbearance Agreement. Romspen agreed to make “commercially reasonable efforts” to remove the lien. When BGC failed to provide proof of a refinancing plan for the Arlington Property, Romspen refused to remove the lien on the 1907 Property.After the foreclosure sale of the Arlington Property, BGC sought to file a counterclaim alleging that Romspen had breached the Forbearance Agreement. Romspen sought an order confirming the sale of the property. The Seventh Circuit confirmed the denial of BGC’s motion and the sale of the Arlington Property. Romspen did not breach the Forbearance Agreement because it made “commercially reasonable efforts” to remove the lien on the 1907 Property. Romspen was on solid ground in requesting some concrete proof of BGC's refinancing efforts before agreeing to remove the lien. View "Romspen Mortgage L.P. v. BGC Holdings LLC - Arlington Place One" on Justia Law

Stergiadis, Dimas, and Theo formed 1600 South LLC, executed an operating agreement, purchased land on which to build a fruit market, and began construction. The 2008 recession stopped construction and eventually led to the LLC’s 2009 dissolution. The partners disagreed about whether they impliedly agreed to equalize their capital contributions. The operating agreement provided that the three each held a one-third membership interest in the LLC; each member agreed to make an initial capital contribution on the date of execution but the amount was left blank. In 2008 Stergiadis sued Dimas in state court seeking to equalize the capital contributions. Dimas filed for bankruptcy, triggering the automatic stay. Dimas ultimately filed seven such petitions and received a discharge in 2016. The U.S. Trustee moved to reopen the bankruptcy to recover the value of an undisclosed property. The bankruptcy court agreed. Stergiadis filed a proof of claim in Dimas’s reopened bankruptcy seeking the same amount he was seeking in state court. The partners disputed the amounts of their respective contributions.The bankruptcy court allowed Stergiadis’s claim, awarding $618,974, finding that the members had an implied equalization agreement. The district court and Seventh Circuit affirmed, rejecting an argument that the LLC’s operating agreement precluded an implied equalization contract. The bankruptcy court properly relied on extrinsic evidence in finding such a contract. View "Dimas v. Stergiadis" on Justia Law