Breach of Contract Cases

The plaintiff, an architectural firm owned by a licensed architect, C, sought to recover damages from the defendants for the unpaid work it had performed on four projects. The plaintiff alleged claims for breach of contract, quantum meruit and unjust enrichment regarding each of the four projects, and sought to pierce the corporate veil. C had a business relationship with K and the defendant R, who together oversaw the defendant business entities and owned the majority interest in nearly all of them. K and R managed their business entities by having the businesses owned by one limited liability company while being managed and controlled by another, and at the top of that corporate structure were the defendants P Co. and M Co. The trial court noted that K rationalized his refusal to pay the plaintiff for architectural services rendered for two of the projects, including a certain reservoir project, by claiming that the plaintiff was working ''on spec'' or without compen- sation for its services unless and until the projects were ultimately approved for funding. The court found, however, that there was no credible evidence that the plaintiff or C agreed to that arrangement. The court rendered judgment in part in favor of the plaintiff and found in favor of the plaintiff on three of its claims for breach of contract, as well as on its claim for quantum meruit as to the reservoir project. The trial court also pierced the corporate veil, holding K and R personally liable for damages awarded on each count found in favor of the plaintiff, and awarded prejudgment interest pursuant to statute (§ 37-3a) on all the damages. On the defendants' appeal to this court, held: 1. The defendants could not prevail on their claim that the trial court improp- erly pierced the corporate veil and held K and R personally liable under the identity rule, which was based on their claim that the court improp- erly found that the identity test was satisfied based solely on its finding that K and

The trial court did not abuse its discretion by entering default judgment against appellant and dismissing his counterclaims and third-party complaint as a sanction for discovery violations. Emails involving appellant, his former employer, and that employer's customers were highly relevant to issues disputed among the parties. After the trial court ordered appellant to produce for forensic examination a laptop computer he used for such emails, appellant reformatted that computer and installed software updates that deleted all information the employer sought through discovery requests. Although appellant belatedly claimed to have preserved the deleted information on "backups" held by his attorney, the employer's computer expert testified that such backups would not necessarily contain all data originally removed from the computer. The employer's motion seeking default judgment and dismissal as discovery sanctions provided adequate notice to appellant of the prospect of those sanctions. The sanctions imposed by the trial court also were not an abuse of discretion or disproportionate to the nature of appellant's violation, as evidence presented at the sanctions hearing supported the trial court's determination that appellant deliberately destroyed evidence, prejudicing the employer's ability both to prove its own claims and defend against appellant's claims. The court acted within its discretion in declining to require that employer's computer expert re-examine the computer after appellant's expert purportedly "restored" the missing data. Judgment affirmed.

The trial court did not err in entering summary judgment against the appellant on its complaint alleging breach of a written employment contract and a subsequent oral agreement. Under the terms of the written employment contract, the appellant, a law firm, was entitled to compensation if the appellee, a former employee, left the firm and took with him a client who was not a "direct client referral" of the employee. The uncontroverted evidence established that the client at issue was a "direct client referral." Therefore, the trial court correctly held that the appellant was not entitled to compensation as a matter of law. The trial court also correctly held that an alleged subsequent oral agreement between the parties providing for the appellant to be compensated was precluded by an integration clause in the written contract. Finally, the trial court did not err in denying reconsideration of its summary judgment ruling. Nothing in the appellee's testimony during a sanctions hearing provided any basis for reconsideration. Judgment affirmed. (Froelich, J., dissenting.)

A Canadian company hired an independent contractor domiciled in Tennessee to market its sportswear to golfers on the PGA Tour. After the Canadian company terminated the contract, the independent contractor filed a breach of contract action in Tennessee. The Canadian company moved to dismiss for lack of personal jurisdiction. Finding insufficient minimum contacts with Tennessee, the trial court dismissed the complaint. On appeal, we conclude that the plaintiff failed to establish sufficient minimum contacts for the exercise of general or specific jurisdiction over the nonresident defendant. So we affirm.

Avicanna Inc. is a Canadian corporation with its principal place of business in Ontario. It contracted with St. J Distribution LLC, a Colorado company, and several of its members to purchase certain assets. The asset purchase agreement included a choice of law and forum selection clause in favor of the laws of the Province of Ontario and the federal laws of Canada. Avicanna sued the contractual counterparties and Laughing Dog Group, LLC, which was owned and/or managed by one or more members of St. J Distribution. Two of the defendants, St. J Distribution and Robinson, then filed cross-claims against the remaining defendants, Mewhinney, Garcia, and Laughing Dog Group (collectively, the Mewhinney defendants) for breach of contract. The Mewhinney defendants moved to dismiss both the complaint and cross-claims for failure to state a claim upon which relief may be granted. Neither motion mentioned the forum selection clause. But in their reply to support their motion to dismiss, the Mewhinney defendants argued the forum selection clause deprived the trial court of jurisdiction over the dispute. Because the forum selection argument was raised in a reply, the district court declined to consider it. But the court sua sponte later invited briefing on the issue, and it granted the motion to enforce the forum selection clause and dismissed the case without prejudice. On appeal, Avicanna argued that the forum selection clause was intended for its sole benefit and Avicanna was therefore entitled to unilaterally waive its protections and file suit in Colorado. A forum selection clause in a contract will be enforced unless the party seeking to avoid its effect proves that enforcement of the clause would be unfair or unreasonable. Avicanna did not argue that the clause would be unfair or unreasonable or that the clause was ambiguous. Rather, Avicanna asserted that it was entitled to unilaterally waive enforcement of the clause because it was the only party that was an Ontario resid