Second Circuit: JN Contemporary Art LLC v. Phillips Auctioneers LLC

 Force majeure clause could be invoked to cancel the contract; there was no obligation to reschedule or change the manner of performance.

The catch-all term of the force majeure clause justified the cancellation, even under strict construction; eusdem generis reading of the enumerated grounds implies that any societal disruption not due to fault or negligence and beyond the parties' control qualified.

Discretionary postponement of performance according to state advisory guidance was a de minimis breach, if at all, since by the time of scheduled performance, the state had issued compulsory guidance.

Absent explicit language of condition, courts can't look beyond integrated agreements to infer that one is conditional upon performance of the other.

Violation of the covenant of good faith and fair dealing doesn't state a claim where it is based on the same theory and facts as the breach claim.

JN Contemporary Art LLC v. Phillips Auctioneers LLC

Third Circuit: Dianoias Eatery LLC v. Motorists Mutual Insurance Co

 

The existence of unfiled potential legal claims arising from the same circumstances does not mean that a court lacks statutory jurisdiction to issue a requested declaratory judgment; under the statute, such claims aren't waived by seeking declaratory judgment as to the allocation of rights and responsibilities, and can be raised in a subsequent action.

Circuit precedent requiring the court to consider the redress from a federal court judgment doesn't implicate the effect of federal rulings on state law, but looks to the ability of a court to accord final relief to the parties.

Circuit precedent requiring the consideration of the litigation of identical issues in state court assumes identity of parties as well.

Even within the context of the pandemic, the issues raised here are generic issues of contract and policy exclusion interpretation, making a prudential remand on the ground of undetermined state law unjustified.

Since the state courts have no legislative priority in matters of public health, balancing policy exclusions against state public policy interests is not peculiarly within the jurisdiction of the state courts.

DISSENT

Factors relevant to prudential abstention aren't exhaustive; states need to fashion a comprehensive plan to recover from the pandemic; federal speculation on state law risks undue delay.

https://www2.ca3.uscourts.gov/opinarch/202954p.pdf