Breach of Contract Cases

LEGAL MALPRACTICE - PROCEDURE/RULES - CIV.R. 56 - SUMMARY JUDGMENT: For purposes of determining the proper statute of limitations, a cause of action is determined not from the language or form of the complaint, but from the gist-the essential ground or object-of the complaint where plaintiffs' claims arose out of the manner in which they were represented by counsel within the attorney-client relationship, their claims sound in legal malpractice, despite being labeled otherwise. While the determination of whether a statute of limitations bars claims often presents a mixed question of fact and law, when no genuine issues of material fact remain, the application of a statute of limitations presents a question of law appropriate for resolution by summary judgment. Under R.C. 2305.11(A), a cause of action for legal malpractice accrues and the limitations period begins to run either (1) when there is a cognizable event by which the plaintiff discovers or should discover the injury giving rise to a claim and is put on notice of the need to pursue possible remedies against the attorney or (2) when the attorney-client relationship for that particular transaction terminates, whichever occurs later a cognizable event is "some noteworthy event" that would alert reasonable persons that they have been damaged as a result of improper representation, such as when a client learns of an adverse decision in litigation. A report, attached as an exhibit to a memorandum in opposition to summary judgment, which was not sworn to, certified, or incorporated by reference into a properly framed affidavit is not the type of evidentiary material contemplated under Civ.R. 56(C) or 56(E) a court may not consider evidence other than that specifically listed in Civ.R. 56 when an opposing party has made a timely objection to the use of that evidence. While sworn pleadings, like a verified complaint, constitute evidence for some purposes under Civ.R. 56, where a party moving for summary judgment has

This case involves a claim for procurement of breach of contract. The plaintiff and the defendants operate competing businesses that provide carriage rides for hire in Nashville, Tennessee. The plaintiff sued the defendants for violating Tenn. Code Ann. § 47-50-109 by procuring one of its carriage drivers to breach his noncompete agreement with the plaintiff by driving a carriage for the defendants' business. The trial court granted summary judgment in favor of the defendants upon the determination that the plaintiff could not prove an essential element of a procurement of breach of contract claim, that the underlying contract was enforceable. Agreeing with the determination that the noncompete agreement was not enforceable, we affirm.

CONTRACTS - DAMAGES: Where the parties' elevator-maintenance contract clearly and unambiguously provided that defendant would be responsible for paying the difference between plaintiff's regular and overtime billing rates if it requested that plaintiff perform services outside of the contractually specified dates and times, the trial court did not err in accepting testimony from plaintiff as to the amount plaintiff charged for regular and overtime services in a given year, or in awarding damages accordingly. Where the contract did not specify the hourly rate that defendant would be required to pay plaintiff for performing requested services that were not covered under the contract, the trial court did not err in awarding plaintiff damages for the services in the amount of plaintiff's standard rates. The trial court erred in awarding plaintiff the gross revenue that it would have received under the second year of the parties' contract where plaintiff stopped performing contractual services due to defendant's nonpayment the court should have awarded plaintiff its lost profits.

This is a breach of contract action in which the plaintiff employer filed suit against its employee, claiming that he was liable for balances on his commission and sales accounts and for breach of loyalty pursuant to the terms of the employment agreement. Following a bench trial, the court ruled in favor of the employee and ordered the employer to direct the redemption of his stock held in the parent company. We reverse, in part, and hold that the parent company is not obligated to redeem the stock and that the employer is entitled to $15,000 in damages for unearned compensation as a result of the employee's breach of loyalty. The court's judgment is affirmed in all other respects. We remand for the collection of attorney fees and costs.

This is a breach of contract action in which the plaintiff employer filed suit against its employee, claiming that he was liable for balances on his commission and sales accounts and for breach of loyalty pursuant to the terms of the employment agreement. Following a bench trial, the court ruled in favor of the employee and ordered the employer to direct the redemption of his stock held in the parent company. We reverse, in part, and hold that the parent company is not obligated to redeem the stock and that the employer is entitled to $15,000 in damages for unearned compensation as a result of the employee's breach of loyalty. The court's judgment is affirmed in all other respects. We remand for the collection of attorney fees and costs.

The plaintiff, Boghos Terzian, appealed from a June 12, 2015 final judgment entered following a bench decision in Providence County Superior Court, which granted the motions for summary judgment filed by the defendants, Laborers' International Union of North America, AFL-CIO, Public Service Employees' Local Union Number 1033 (the Union) and James J. Lombardi, in his capacity as Treasurer for the City of Providence. Mr. Terzian contended on appeal that the hearing justice erred in granting defendants' motions for summary judgment because, in his view, the City of Providence could not suspend and ultimately terminate him for off-duty conduct and because the Union did not comply with its duty to fairly represent him. The Supreme Court held that Mr. Terzian had waived his arguments on appeal because he failed to adequately brief them. Accordingly, the Supreme Court affirmed the judgment of the Superior Court.

Employment at-will Defamation

CONTRACTS: The trial court did not err in granting judgment in favor of defendant former employer on plaintiff real-estate broker's claim for breach of contract for failing to pay him a commission on two leases that neither party negotiated. Where the terms of the parties' severance agreement provided that if defendant did not receive a commission, plaintiff was not entitled to a commission and that defendant had the authority to determine whether to collect or enforce a claim for a commission, defendant did not breach the agreement by failing to pursue a claim for a commission or by not paying a commission to plaintiff. [But see DISSENT: The severance agreement prohibited defendant from waiving plaintiff's commission, and defendant's refusal to collect the commission constitutes a waiver of the commission in breach of the agreement.]

The dispositive issue in this case is whether Tennessee may exercise specific personal jurisdiction over the defendants. The plaintiff, a Tennessee company, filed this action against the defendants in Davidson County Chancery Court for breach of contract and unjust enrichment arising from security services it provided to facilitate the transfer of gold worth millions of dollars from Africa to Hong Kong. The defendants filed a motion to dismiss for, inter alia, lack of personal jurisdiction, contending a Tennessee court could not exercise personal jurisdiction over them because their contacts with the forum were too attenuated. The trial court granted the motion and dismissed the case. The plaintiff appealed, arguing the defendants' apparent agent had numerous and substantial contacts with the forum sufficient to establish specific personal jurisdiction in Tennessee. The defendants assert the individual with whom the plaintiff entered into a contract was an independent contractor, not an agent of the defendants, and that the defendants have not had sufficient contacts with Tennessee to subject them to the jurisdiction of a Tennessee court. The defendants also raise a separate issue, contending the trial court erred in denying their motion to dismiss the complaint for failure to state a claim. We have determined that the individual with whom the plaintiff principally communicated regarding the contract and services rendered by the plaintiff was an apparent agent of the defendants. Having applied the two-step analysis enunciated in State v. NV Sumatra Tobacco Trading Co., 403 S.W.3d 726 (Tenn. 2013), we have also determined that the nature and quality of the apparent agent's contacts, along with those of an officer of the defendant entities, were purposeful and of sufficient quantity with Tennessee to satisfy the minimum contacts requirement. Furthermore, the defendants failed to establish that it would be unreasonable or unfair for Tennessee to exercise specific perso

Action by City employee alleging that the City acted arbitrarily in failing to follow its established personnel policies when denying him a promotion appeal from trial court's grant of judgment on the pleadings in favor of the City whether plaintiff sufficiently alleged claims under Article I, Sections 1 and 19 of the state constitution.

Cross-motions for summary judgment. Breach of contract claims. Wrongful termination claim. Ambiguous contract language.