Justia Contracts Opinion Summaries

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This consolidated action began as four separate lawsuits arising from transactions involving a dairy operation. This appeal focused on the claims asserted by Jack McCall against Max Silva personally. Max Silva appeals from the judgment of the district court in Twin Falls County finding him personally liable for the purchase of 116 dairy cows. After a bench trial, the district court found Silva personally liable for the purchase of the cows and dismissed the other claims against him. Silva contended that the district court erred when it found him personally liable for the purchase. Silva also argued that the district court abused its discretion when it failed to award him attorney fees proportionate to the claims on which he prevailed at trial. Finding no reversible error, the Idaho Supreme Court affirmed. View "McCall v. Silva" on Justia Law

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Plaintiff Fat Bullies Farm, LLC (Fat Bullies), and the counterclaim defendants, Donald Gould and Peter Simmons, appealed certain superior court findings and rulings made during the course of litigation with defendants Alan and Donna Perkins and Lori and Bret Devenport, involving the sale of a 3.1 acre horse farm in North Hampton known as Runnymede Farm. When the Devenports purchased the property in 1998, they promised to operate it as a horse farm in perpetuity, and to allow the former owner to maintain an office on site. Simmons told the Devenports that he was interested in purchasing the property. The Devenports told Simmons they would only sell if the buyer agreed to the horse farm and on site office conditions. Simmons spoke with Gould about purchasing the property jointly with the intent to develop and/or resell it. The two created Fat Bullies “for the purpose of acquiring real estate for development or resale.” After amendments to the purchase contract, the Devenports reiterated that they would sell the property only if Fat Bullies committed to operating it as a horse farm. Despite their intentions to develop the property, Simmons and Gould agreed. The parties executed a sales agreement. No payment had been made on the property; word got back to Lori Devenport that Simmons had talked to others in North Hampton about purchasing the farm. The Devenports rescinded the agreement, believing Simmons lied to them about promising to operate Runnymede as a horse farm. Fat Bullies invoked an option, but the Devenports refused to sell. In 2011, the Devenports sold Runnymede to the Perkinses. After trial, the jury returned a verdict in favor of the Devenports on Fat Bullies’ breach of contract claim, finding that Fat Bullies failed to prove the existence of a contract by a preponderance of the evidence, and a verdict in favor of Fat Bullies, Simmons, and Gould on the Devenports’ fraudulent inducement claim. The New Hampshire Supreme Court reversed the trial court with respect to a Consumer Protection Act violation decision; the Court reversed with respect to attorney fees related to that Act decision. The Court affirmed in all other respects, and remanded for further proceedings. View "Fat Bullies Farm, LLC v. Devenport" on Justia Law

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Plaintiff filed suit against Scottsdale for coverage under a Business and Management Indemnity Policy. The Eighth Circuit affirmed the district court's grant of summary judgment to Scottsdale, holding that Food Market presented no evidence providing notice over seven months was "as soon as practicable." Where, as here, notice is a condition precedent to coverage, a showing of prejudice was not required. Finally, the district court properly found the policy unambiguous; Scottsdale expressly relied on the notice provision when denying coverage; and there was no waiver. View "Food Market Merchandising v. Scottsdale Indemnity" on Justia Law

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A jury found for Plaintiff on her claim for breach of contract and on her promissory-estoppel claim. The jury rendered verdicts against Defendants on their counterclaims. Defendants filed a motion for judgment notwithstanding the verdict (JNOV) or for a new trial. The trial court granted the motion, concluding that the jury verdicts were improper and inconsistent and that they should be set aside in favor of granting a new trial. The circuit court denied Plaintiff’s motion to reconsider. Plaintiff appealed. The Supreme Court dismissed the appeal for lack of appellate jurisdiction because Defendants’ motion for JNOV or a new trial was filed prior to the entry of the judgment. Therefore, the circuit court’s order granting a new trial was a nullity, and the posttrial motion was deemed denied thirty days after its filing date. Because neither party filed a notice of appeal after the judgment was entered the court had no timely or effective notice of appeal from the disposition of the posttrial motion. View "Worsham v. Day" on Justia Law

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Upon their divorce, Wife and Husband entered into a marital dissolution agreement (MDA) that contained a provision entitling the prevailing party to an award of appellate attorney’s fees in subsequent legal proceedings. The MDA was incorporated into the parties’ final divorce decree. Wife later filed a relocation motion seeking to modify the parties’ parenting plan. Wife then filed a motion for judgment against Husband for reimbursement of uncovered medical expenses. After a hearing, the trial court granted both motions filed by Wife and awarded Wife attorney’s fees based on the MDA. The court of appeals affirmed but declined Wife’s request for an award of fees and costs on appeal. Wife appealed, arguing that she was entitled to appellate attorney’s fees. The Supreme Court reversed, holding that Wife was entitled to an award of appellate attorney’s fees incurred before the court of appeals under the parties’ MDA. View "Eberbach v. Eberbach" on Justia Law

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Ridgeway was employed as a Stryker sales representative from 2001-2013. Stryker’s faxed employment offer stated Ridgeway’s employment was contingent on his signing and returning an offer letter, a form non-compete agreement, and a code of conduct. From 2000-2005, Stryker used the same form non-compete agreement with all employees, which included a one-year non-compete clause, a customer non-solicit clause, an employee non-solicit clause, and a Michigan choice-of-law clause and a Michigan forum-selection clause. Ridgeway signed and returned the documents. Despite becoming one of Stryker’s top performers, in 2013, Ridgeway considered working for Stryker’s competitor, Biomet. Ridgeway claims that Stryker indicated that he was not covered under a non-compete agreement. Stryker terminated his employment and Ridgeway began working for Biomet within his former Stryker Louisiana-based sales territories. Stryker filed suit. The district court denied Ridgeway’s motion to dismiss based on the forum-selection clause in the non-compete agreement. Biomet terminated Ridgeway for fear of liability. A jury returned a verdict in favor of Stryker on its breach-of-contract, breach-of-fiduciary-duty, and misappropriation-of-trade-secrets claims and awarded damages in the amount of $745,195. The Sixth Circuit affirmed, rejecting Ridgeway’s challenges to the authenticity of the agreement and to the choice of law provision. View "Stone Surgical LLC v. Stryker Corp." on Justia Law

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Some four years after Plaintiff suffered a casualty loss to his property, Plaintiff sued Nationwide Mutual Fire Insurance Company (Defendant), which insured the property pursuant to a policy that it had issued to Plaintiff, alleging breach of contract and bad faith. Defendant moved for judgment on the pleadings, arguing that the claim must fail because Plaintiff did not fully comply with the provisions of the policy and because Plaintiff brought suit more than two years after the date of loss, in contravention of the terms of the insurance contract. The hearing justice granted Defendant’s motion for judgment on the pleadings. The Supreme Court affirmed, holding that because Plaintiff failed to adhere to the two-year limitation provision, Plaintiff was not entitled to relief. View "Chase v. Nationwide Mutual Fire Insurance Co." on Justia Law

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United BioSource LLC (UBC) and Bracket Holding Corp. entered into a securities purchase agreement (SPA) pursuant to which Bracket purchased all equity interests and ownership interests in three subsidiaries of UBC, including P-Star Acquisition Co. Section 2.6(e) of the SPA governed the handling of certain tax refunds relating to pre-closing periods that may be received after the transaction’s closing. UBC later filed this complaint asserting a claim for specific performance. The complaint asserted that Bracket breached section 2.6(e) of the SPA by failing to forward a Pennsylvania tax refund to UBC within fifteen days of P-Star’s receipt of the refund. The Court of Chancery granted UBC’s motion for summary judgment seeking an order requiring Bracket to immediately forward the tax refund to UBC, holding that UBC clearly established that Bracket breached section 2.6 of the EPA based on undisputed facts, and Bracket’s affirmative defenses failed as a matter of law. View "United BioSource LLC v. Bracket Holding Corp." on Justia Law

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Certain minority shareholders filed suit in a Texas court alleging dilution of equity interests. Defendants responded by invoking a forum-selection clause designating Delaware as the proper forum for disputes arising out of a shareholders agreement. The court of appeals reversed the trial court’s grant of Defendants’ motion to dismiss, concluding that the forum-selection clause did not control because the shareholders’ extracontractual claims did not allege noncompliance or interference with any rights or obligations derived from the shareholders agreement. The Supreme Court reversed and dismissed the shareholders’ claims in part, holding (1) the shareholders’ statutory and common-law tort claims evidence a “dispute arising out of” the shareholders agreement; and (2) the shareholders’ noncontractual claims fell within the forum-selection clause’s scope. View "Pinto Technology Ventures, LP v. Sheldon" on Justia Law

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Respondent was a party to an oil and gas lease that restricted its use of the surface estate and required it to drill from off-site locations when feasible. Briscoe Ranch, Inc. owed an adjacent surface estate and agreed that Respondent could use horizontal drilling to drill from the surface of the Ranch in order to produce minerals from Respondent’s lease. The lessee of the minerals underlying the Ranch (Petitioner) was not a party to the agreement and sought to enjoin Respondent from drilling on the Ranch and asserted claims for both trespass and tortious interference with a contract. Petitioner claimed that its consent was necessary before Respondent could drill through the Ranch’s subsurface covered by its mineral lease. The district court dismissed the claim. The Supreme Court affirmed, holding (1) the loss of minerals Petitioner will suffer by a well being drilled through its mineral estate is not a sufficient injury to support a claim for trespass; and (2) Respondent’s drilling plans did not tortiously interfere with Petitioner’s contractual lease rights. View "Lightning Oil Co. v. Anadarko E&P Onshore, LLC" on Justia Law