Justia Contracts Opinion Summaries

A small Indiana telecommunications engineering company entered into a master services agreement with a larger firm, Crown Castle, for potential construction work on cell tower sites. The agreement did not guarantee specific work or payment, and required approval of any subcontractors. Before the agreement was signed, the company began discussions with a group including the defendants about subcontracting the construction work because it lacked sufficient resources. Communications between the parties included a draft proposal but no finalized agreement. Nevertheless, work commenced, with the defendants providing crews, equipment, and funding, and the plaintiff company also supplying resources and covering expenses. Throughout the project, both parties disputed their responsibilities, and payments were made and later charged back. Eventually, the defendants contacted Crown Castle directly seeking payment, and the project ended with Crown Castle terminating its contract with the plaintiff due to poor work quality.The United States District Court for the Northern District of Indiana granted summary judgment for all defendants. The court found there was no enforceable contract, as both sides admitted no final agreement was reached and essential terms were missing. The court also rejected the plaintiff’s claims for fraudulent inducement, fraud, and negligent misrepresentation, finding no actionable reliance or advisory relationship. The claim for unjust enrichment failed because no benefit was conferred that would make retention unjust. The claim of tortious interference with business relations was dismissed because the defendants’ actions were justified by their legitimate interest in payment. The district court accordingly granted summary judgment to the insurers as well.The United States Court of Appeals for the Seventh Circuit affirmed the district court’s judgment. The appellate court held there was no enforceable contract, no actionable fraud or misrepresentation, no unjust enrichment, and no tortious interference, and upheld summary judgment for all defendants. View "Peters Broadcast Engineering, Inc. v PEM Consulting Group, LLC" on Justia Law

A developer owned all property in a residential community and petitioned a town to create a public improvement district to finance and construct infrastructure improvements, such as roads and water lines. The district’s board, composed of representatives of the developer, was authorized to levy assessments and issue bonds to fund construction. The developer and the district entered a development agreement requiring the developer to fund the improvements, and the district contracted with a construction company to perform the work. After most of the work was done, a payment dispute arose. The construction company obtained an arbitration award against the district but was not fully paid. The construction company then sued the developer and related entities for unjust enrichment, asserting that the developer received the benefit of infrastructure improvements without paying for them.The Superior Court in Maricopa County granted the developer’s motion to dismiss, concluding that, under Arizona law as interpreted in Wang Electric, Inc. v. Smoke Tree Resort, a plaintiff in an unjust enrichment claim must allege improper conduct by the property owner, and the construction company had not done so. The court also denied the construction company’s request to file an amended complaint. The Arizona Court of Appeals reversed, holding that the improper conduct requirement applied only in landlord-tenant-contractor cases, and allowed the construction company to amend its complaint.The Supreme Court of the State of Arizona reviewed the case to clarify when the improper conduct requirement applies to unjust enrichment claims. The court held that the requirement only applies when the owner is a landlord and the improvements are made at the tenant’s direction. It does not extend to situations where the owner directly arranges for improvements and pays no one for them. The court concluded that the construction company’s allegations were sufficient to state a claim for unjust enrichment against the developer. The court vacated the decision of the court of appeals, reversed the superior court’s dismissal, and remanded for further proceedings. View "MARKHAM v. CAHAVA" on Justia Law

Samantha Pinto was involved in a car accident in December 2020, after which she claimed to have suffered various physical and cognitive injuries, including a concussion and related mental health issues. At the time, she was employed by United Services Automobile Association (USAA), her insurer, and asserted a claim for uninsured motorist (UM) benefits. Pinto alleged significant lost wages and benefits following her termination from USAA, which she attributed to her accident-related health issues. She received $500,000 from the other driver’s insurer but claimed that her damages exceeded that amount, seeking additional recovery from USAA under her UM policy.After USAA denied her UM claim, valuing it at less than what she had already recovered, Pinto filed a breach of contract lawsuit against the company. During discovery in the El Paso County District Court, USAA requested Pinto’s unredacted medical records, documents relating to a subsequent 2022 accident, and required her to submit to an independent medical examination (IME). Pinto objected, arguing that under Schultz v. GEICO Casualty Co., USAA should be limited to the evidence available at the time of its coverage decision. The district court distinguished Schultz, finding the requested information relevant and discoverable for the contract claim, and ordered Pinto to comply.The Supreme Court of Colorado reviewed the district court’s order under its original jurisdiction. It held that the rule from Schultz, which limits review to evidence available when the insurer made its decision, applies only to bad faith claims, not to breach of contract claims. The court further held that the district court did not abuse its discretion in compelling production of Pinto’s medical records and insurance documents, and in ordering her to undergo an IME. The order to show cause was discharged. View "Pinto v. United Servs. Auto. Ass'n" on Justia Law

Mark and Courtney Wightman, who own a dental clinic in Louisiana, entered into an agreement with DenteMax, a preferred provider organization (PPO), allowing DenteMax to offer their services at discounted rates to its network subscribers in exchange for access to more patients. Unbeknownst to the Wightmans, DenteMax also entered into a separate agreement with Ameritas Life Insurance Corporation, which permitted Ameritas to pay DenteMax’s network providers, including the Wightmans, at the same discounted rates. The Wightmans only became aware of this arrangement when Ameritas reimbursed them at the discounted rates rather than their standard rates for services rendered to Ameritas-insured patients.The Wightmans filed suit in the United States District Court for the Eastern District of Louisiana against Ameritas and DenteMax, alleging breach of contract, violations of Louisiana’s Preferred Provider Organization Act (PPO Act), and unjust enrichment. The district court initially dismissed several claims, partly on the ground that the suit was prescribed (time-barred). On appeal, the United States Court of Appeals for the Fifth Circuit certified a question to the Louisiana Supreme Court, which held that PPO Act claims are contractual for prescriptive purposes, making the claims timely. The Fifth Circuit reversed the district court’s prior dismissal. DenteMax settled, and on remand, the district court granted summary judgment to Ameritas, concluding that dental services are not “healthcare services” under the PPO Act, and that the Wightmans had abandoned their non-PPO Act claims.On further appeal, the United States Court of Appeals for the Fifth Circuit held that dental services are “healthcare” under the PPO Act, reversing the district court’s grant of summary judgment on those claims. The court also found error in the district court’s treatment of the abandonment of non-PPO Act claims and remanded for further proceedings. The denial of leave to amend was affirmed. View "Wightman v. Ameritas Life Ins" on Justia Law

A Texas city created a local government corporation to finance public improvements in a designated district. The corporation borrowed $17.4 million from a Wisconsin bond issuer, which funded the construction of improvements, with the city agreeing to purchase those improvements over time using assessments levied within the district. The financing structure involved a promissory note and other contracts, but the corporation did not submit these documents to the Texas Attorney General for required examination and approval. After a change in city leadership and financial difficulties, the city and corporation sued the bondholder and related parties, arguing that the failure to obtain Attorney General approval rendered the transaction void and that the financing arrangement violated provisions of the Public Improvement District (PID) Act.The trial court (District Court of Williamson County) granted summary judgment for the bondholder and other defendants, holding that while submission to the Attorney General was required, failure to do so did not void the transaction. The court also determined that the PID Act had not been violated, and it rejected challenges to certain evidence and to the award of attorney’s fees. The Court of Appeals for the Third District of Texas affirmed, agreeing that the note and contracts were not void and that statutory requirements regarding bond issuance did not apply to the transaction.The Supreme Court of Texas reviewed the case and affirmed the judgment of the court of appeals. The court held that failing to submit the promissory note and supporting contracts to the Attorney General removes the statutory defense of incontestability but does not render the transaction void or unenforceable. It further held that the transaction did not violate the PID Act because the relevant restrictions applied only to bonds issued by the city or its corporation, which was not the case here. The court also found no reversible error regarding evidentiary rulings or the award of attorney’s fees. View "RIVER CREEK DEVELOPMENT CORPORATION v. PRESTON HOLLOW CAPITAL, LLC" on Justia Law

A group of developers and the City of Des Moines entered into a development agreement for a multi-use project in downtown Des Moines, including a parking garage, a residential tower, and a theater. The project was delayed multiple times due to issues with property title, design changes, and the COVID-19 pandemic. The developers notified the City of enforced delays under the agreement’s force majeure clause. Despite ongoing negotiations for contract amendments, the City issued default notices in June 2020 for failure to meet construction deadlines, which caused the project's lender to initiate foreclosure. The City later purchased the garage at foreclosure, extinguishing the developers’ debt but preventing them from completing the project and realizing contractual gains.The Iowa District Court for Polk County found the City breached the development agreement by issuing default notices without providing the required opportunity to cure and during an enforceable pandemic-related delay. The court awarded the developers over $4.3 million in damages for lost contractual benefits. The court also found the City liable for tortious interference with the developers’ loan agreement but denied other claims by both sides, including additional damages sought by the developers and fraud and unjust enrichment claims by the City.The Supreme Court of Iowa reviewed the case for errors at law. It affirmed the district court’s finding that the City, not the developers, breached the agreement, upholding the damages award for breach of contract. However, it reversed the judgment against the City for tortious interference with contract, holding that a breach of contract alone, without additional improper conduct, does not support such a tort claim. The court affirmed the denial of all additional damages sought by the developers and rejected the City’s arguments for immunity, damages limitations, and reclaiming property titles. The developers’ cross-appeal was denied. View "5th and Walnut Parking, LLC v. City of Des Moines" on Justia Law

Two businesses and their principals were involved in the sale of a cigar company. The sale was governed by a written agreement which expressly reserved three registered trademarks for the sellers, and did not mention other closely related marks. After the sale, the buyers’ company launched new cigar products and marketing campaigns referencing the history and reputation of the reserved marks and associated product lines. The sellers objected, claiming infringement of their reserved trademark interests and associated goodwill. When attempts to resolve the dispute failed, the sellers filed a federal trademark infringement lawsuit.The first lawsuit was brought in the United States District Court for the Southern District of Florida. That court did not address the merits of the trademark claims. Instead, it found that the claims arose out of the sales agreement, which contained a forum selection clause requiring venue in state court in Lawrence County, South Dakota. On that basis, the Florida district court dismissed the case on forum non conveniens grounds. Subsequently, the buyers initiated a related contract lawsuit in South Dakota state court. The sellers then filed the present lawsuit in the United States District Court for the District of South Dakota, asserting only federal Lanham Act claims and omitting the sales agreement from their initial filings.The United States Court of Appeals for the Eighth Circuit held that the federal trademark claims arose out of the sales agreement, because resolving them would require analyzing the parties’ contractual allocation of trademark rights and goodwill. The court further held that the forum selection clause in the agreement was valid, mandatory, and enforceable under South Dakota law and federal law, and that it required litigation to proceed in state court in Lawrence County, South Dakota. The Eighth Circuit also concluded that state courts have concurrent jurisdiction over federal Lanham Act claims. Accordingly, the Eighth Circuit affirmed the district court’s dismissal. View "Vaughn Boyd v. Deadwood Tobacco Co." on Justia Law

Deque Systems Inc., a company specializing in web accessibility software, developed and registered multiple versions of its DevTools and Rules Help Pages products. To access these, users agreed not to copy, reverse-engineer, or otherwise misuse the software or its documentation. In 2021, BrowserStack, a competing firm, sought to develop its own accessibility testing tools. More than 100 BrowserStack employees created accounts with Deque—agreeing to Deque’s terms—and later, BrowserStack released an Accessibility Toolkit, which Deque alleged was developed by unlawfully copying and reverse-engineering DevTools and the Rules Help Pages.Deque filed suit in the United States District Court for the Eastern District of Virginia, claiming copyright infringement, false advertising, breach of contract, and unjust enrichment, and sought injunctive relief, damages, and other remedies. During discovery, Deque repeatedly failed to properly disclose its damages calculations and supporting evidence by the deadlines set in the court’s scheduling order. Despite several opportunities to supplement its disclosures and a late attempt to introduce expert testimony, Deque did not timely provide the required information. BrowserStack moved to exclude Deque’s damages evidence and for summary judgment. The district court granted these motions, finding that Deque’s noncompliance with disclosure rules was neither substantially justified nor harmless, and that Deque presented no evidence supporting injunctive or other relief.On appeal, the United States Court of Appeals for the Fourth Circuit reviewed and affirmed the district court’s judgment. The Fourth Circuit held that the district court did not abuse its discretion in excluding all evidence of Deque’s damages under Federal Rule of Civil Procedure 37(c)(1) due to repeated and unjustified failures to comply with disclosure requirements. The court also held that summary judgment for BrowserStack was warranted because Deque could not establish entitlement to injunctive, declaratory, or monetary relief. View "Deque Systems Inc. v. Browserstack, Inc." on Justia Law

After divorcing by mutual agreement, the parties executed a property settlement agreement incorporated into their judgment of divorce. The agreement required one party, Louise, to be responsible for a Trustmark National Bank judgment and to hold the other party, Corey, harmless from liability. Subsequently, Trustmark National Bank began garnishing Louise’s wages to satisfy the judgment. Later, Corey discovered a lien from the Trustmark judgment on property he received in the divorce. To complete a sale of that property, Corey paid the remaining balance of the judgment in a lump sum, without notifying Louise of the lien or his payment. Louise learned the judgment had been released but did not know Corey had paid it.Corey then filed a contempt action in Pike County Chancery Court, alleging that Louise willfully violated the property settlement agreement by failing to fully satisfy the debt and reimburse him. After a hearing, the chancellor held Louise in willful contempt, ordering her to pay Corey the amount he had paid to release the lien, plus interest, in a lump sum within ninety days, and to pay $4,000 in attorneys’ fees within sixty days. Louise appealed to the Mississippi Court of Appeals, which affirmed the chancellor’s decision, concluding the agreement required Louise to reimburse Corey and that the chancellor did not clearly err in finding contempt.The Supreme Court of Mississippi granted certiorari. It held that there was no clear and convincing evidence that Louise willfully or deliberately violated the court’s order, as she was paying the debt through wage garnishment and was unaware of Corey’s payment. The court also found the agreement was vague regarding the manner and timing of reimbursement. The Supreme Court reversed and rendered the contempt and attorneys’ fee awards, and remanded to the chancery court to determine the timing and manner of reimbursement. View "Gombako-Amos v. Amos" on Justia Law

The dispute centers on two business partners, Hofer and Paulson, who jointly owned multiple entities, including Imaging Solutions, Inc. (ISI). After several ventures failed, both partners assumed significant individual debts to ISI. In 2016, as Paulson sought to separate his interests, the parties negotiated a "Takeout" through their chief financial officer, Heier. Hofer agreed to assume Paulson’s $1.9 million debt to ISI. Multiple agreements were executed, including an oral assumption agreement, a Master Redemption Agreement, and an ISI Redemption Agreement. Hofer later claimed he was unaware of assuming the debt, citing written assumption agreements with stamped signatures that he alleged were unauthorized.The District Court of Cass County held a bench trial in November 2024. It found the oral assumption agreement valid and enforceable, concluding Hofer had indeed assumed Paulson’s debt as part of the Takeout. The court declared the written assumption agreements invalid, dismissed Hofer’s claims for fraud, breach of fiduciary duty, civil conspiracy, rescission, and other causes of action, and awarded statutory costs to Paulson and Heier. Paulson’s counterclaims, other than the request for declaratory judgment, were also dismissed.The Supreme Court of North Dakota reviewed the appeal and applied a clearly erroneous standard to factual findings. It held the oral assumption agreement was not subject to the statute of frauds under N.D.C.C. § 9-06-04(2) or (5), because the agreement constituted an assumption rather than a guaranty and did not alter terms of repayment. The court found sufficient evidence of mutual consent and affirmed the district court’s judgment, upholding the validity and enforceability of the oral assumption agreement. View "Hofer v. Paulson" on Justia Law