contracts

Ray Haluch Gravel Co. v. Central Pension Fund

Issues: 

Can a district court’s decision that does not resolve a request for contractual attorney’s fees be a “final decision” under 28 U.S.C. § 1291?

On June 17, 2011, a federal district court issued a decision on a dispute between Ray Haluch Gravel Company and the Central Pension Fund (“CPF”). Although this order addressed the central issue of whether or not Haluch owed certain contributions to CPF, it did not address attorney’s fees and costs. The district court issued a second order on June 25, 2011 on attorney’s fees and costs. CPF filed an appeal on both orders, but the thirty day statute of limitations for notice of appeal had expired on the first order. The First Circuit accepted the appeal, stating that the first order was not a “final judgment” under 28 U.S.C. § 1291 because the contractual attorney’s fees decided in the second order were an issue on the merits, rendering the second order the final judgment. Haluch argues that under Budinich v. Becton Dickinson & Company, attorney’s fees should always be considered collateral to the merits, and a separate judgment on the merits should be considered final. CPF argues that Budinich applies only to statutory fees, which are considered costs, whereas contractual fees are considered damages and therefore part of the merits, rendering any judgment that does not resolve an issue concerning the merits—i.e., damages in the form of contractual fees—a non-final judgment. The Court’s decision will clarify what constitutes a “final judgment” and guide litigants seeking to make timely appeals.

Questions as Framed for the Court by the Parties: 

In Budinich v. Becton Dickinson & Co., 486 U.S. 196 (1988), this Court held that a district court’s decision on the merits that left unresolved a request for statutory attorney’s fees was a “final decision” under 28 U.S.C. § 1291. The question presented in this case, on which there is an acknowledged conflict among nine circuits, is whether a district court’s decision on the merits that leaves unresolved a request for contractual attorney’s fees is a “final decision” under 28 U.S.C. § 1291. 

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Facts

Petitioner Ray Haluch Gravel Company (“Haluch” or “the Company”) began as a gravel company and later became a landscape supply company. See Cent. Pension Fund of Int’l Union of Operating Engineers & Participating Employers v. Ray Haluch Gravel Co., 695 F.3d 4 (1st Cir.

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Northwest, Inc. v. Ginsberg

Issues: 

Does the Airline Deregulation Act preempt a state claim for breach of an implied covenant of good faith and fair dealing concerning a frequent flyer program?

S. Binyomin Ginsberg sued Northwest Airlines, now Delta Airlines, after Northwest terminated his “WorldPerks” frequent flyer membership. Ginsberg asserted four state contract causes of action. Northwest argues that Ginsberg’s claims are preempted under the Airline Deregulation Act (“ADA”) of 1978, which preempts states from enacting or enforcing laws related to the price, route, or service of airline transportation. The District Court for the Southern District of California granted Northwest’s motion to dismiss the complaint. The Court of Appeals for the Ninth Circuit reversed, holding—in conflict with other circuit courts—that Ginsberg’s claim for breach of an implied covenant of good faith and fair dealing was not preempted. The Ninth Circuit reasoned that nothing in the ADA suggested that Congress intended to displace state common law contract claims that were only peripherally related to deregulation. The Supreme Court granted certiorari to resolve the circuit split over whether state contract claims are preempted by the Airline Deregulation Act. The Court will also determine whether the Act preempts claims arising out of frequent flyer programs. The Court’s decision will impact the balance of state and federal regulatory interests under the ADA, and the scope of other federal preemption regimes.

Questions as Framed for the Court by the Parties: 

Did the court of appeals err by holding, in conflict with the decisions of other Circuits, that respondent’s implied covenant of good faith and fair dealing claim was not preempted under the ADA because such claims are categorically unrelated to a price, route, or service, notwithstanding that respondent’s claim arises out of a frequent flyer program (the precise context of Wolens) and manifestly enlarged the terms of the parties’ voluntary undertakings, which allowed termination in Northwest’s sole discretion. 

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Facts

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Atlantic Marine Construction Co. v. United States District Court for the Western District of Texas

Issues: 
  1. Can forum-selection clauses render statutorily proper venue improper?
  2. How much weight should courts give forum-selection clauses under 28 U.S.C. § 1404(a)?

Petitioner, Atlantic, and Respondent, J-Crew, entered into a contract that included a forum-selection clause limiting venue to two courts in Virginia, including a federal court. Contrary to that provision, J-Crew filed suit in the Western District of Texas alleging breach of contract for nonpayment for contracted services. Atlantic asks the Supreme Court to reverse the lower courts and transfer the case to the venue specified by the contract. Atlantic argues that a valid forum-selection clause renders improper any venue not specified in the contract. In opposition, J-Crew contends that proper venue is defined by statute and that a forum-selection clause does not render improper a statutorily permissible forum. This case will resolve the circuit split regarding the enforceability of forum-selection clauses. Specifically, the Supreme Court will determine whether a § 1404(a) transfer is appropriate when a lawsuit is filed in violation of a valid forum-selection clause. This implicates the ability of private parties to contract around federal statutes, raising questions about the limits on the freedom of contract, the ability of plaintiffs to forum-shop, and the capacity for parties to secure a favorable choice-of-law by filing their case first.

Questions as Framed for the Court by the Parties: 

Following the Court's decision in M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1 (1972), the majority of federal circuit courts hold that a valid forum-selection clause renders venue “improper” in a forum other than the one designated by contract. In those circuits, forum-selection clauses are routinely enforced through motions to dismiss or transfer venue under Fed. R. Civ. P. 12(b)(3) and 28 U.S.C. § 1406. The Third, Fifth, and Sixth Circuits, however, follow a contrary rule. This Petition presents the following issues for review:

  1. Did the Court’s decision in Stewart Organization, Inc. v. Ricoh Corp., 487 U.S. 22 (1988), change the standard for enforcement of clauses that designate an alternative federal forum, limiting review of such clauses to a discretionary, balancing-of-conveniences analysis under 28 U.S.C. § 1404(a)?
  2. If so, how should district courts allocate the burdens of proof among parties seeking to enforce or to avoid a forum-selection clause?

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Facts

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Acknowledgments: 

The authors would like to thank Professor Kevin Clermont of Cornell Law School for his insight into the issues in this case.

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