Justia Contracts Opinion Summaries

Clinton Mahoney, the sole member and manager of Mahoney & Associates, LLC, signed an agreement obligating the company to contribute to the Railroad Maintenance and Industrial Health and Welfare Fund, an employee benefit fund. When the Fund could not collect delinquent contributions from Mahoney & Associates, it sued Mahoney personally, citing a personal liability clause in the agreement. The district court granted summary judgment to the Fund, concluding that Mahoney was personally liable based on the clause.The United States District Court for the Central District of Illinois initially entered judgment on July 31, but it did not comply with Federal Rule of Civil Procedure 58. Mahoney filed a notice of appeal on September 26, and the district court later entered a corrected judgment on October 11. Mahoney filed a second notice of appeal the same day. The district court had awarded the Fund attorneys’ fees based on the trust agreement.The United States Court of Appeals for the Seventh Circuit reviewed the case de novo. The court found that there was a genuine dispute of material fact regarding Mahoney’s intent to be personally bound by the trust agreement, as he signed the memorandum in a representative capacity, which conflicted with the personal liability clause. The court concluded that this issue could not be resolved at summary judgment. The court also addressed Mahoney’s laches defense but found it waived due to his failure to address relevant complications. Consequently, the Seventh Circuit reversed the district court’s grant of summary judgment and vacated the award of attorneys’ fees, remanding the case for further proceedings. View "Railroad Maintenance and Industrial Health & Welfare Fund v. Mahoney" on Justia Law

Roy McAlister invented and patented technologies related to clean fuels and incorporated McAlister Technologies, L.L.C. (MT) to hold and license these patents. In 2009, MT entered into a licensing agreement with Advanced Green Technologies, L.L.C. (AGT), which later retained Loeb & Loeb, L.L.P. for patent matters. Conflicts arose, leading McAlister to terminate the agreement, alleging AGT's breach. McAlister and MT claimed that Loeb & Loeb's actions clouded their patents, causing prospective licensees to back out, resulting in lost profits.The Superior Court in Maricopa County granted summary judgment in favor of Loeb & Loeb on the lost profit damages, finding the plaintiffs' evidence speculative and lacking reasonable certainty. The court excluded the plaintiffs' expert testimony on damages and ruled against them on claims for trespass to chattel, slander of title, and aiding and abetting, but allowed claims for breach of fiduciary duty and negligent supervision to proceed. Plaintiffs conceded no triable damages remained and stipulated to final judgment against them.The Arizona Court of Appeals affirmed the exclusion of the expert testimony and the summary judgment on most lost profit claims but reversed on a $5 million initial payment claim, remanding for further proceedings. It also reversed the summary judgment on trespass to chattel and slander of title claims.The Arizona Supreme Court reviewed the case, focusing on the lost profit damages and trespass to chattel claim. It concluded that the plaintiffs failed to prove the lost profit damages with reasonable certainty, as material terms of the prospective licensing agreement were unresolved. Consequently, the court affirmed the summary judgment in favor of Loeb & Loeb on the lost profit damages and trespass to chattel claim, vacating the relevant parts of the Court of Appeals' decision. The case was remanded to the Superior Court for further proceedings on the slander of title claim. View "McAlister v. Loeb" on Justia Law

The case involves a dispute between Peter Lowes and Amy Thompson, formerly Amy Lowes, regarding a nondisparagement clause in their stipulated divorce judgment. Lowes alleged that Thompson breached this clause by describing him as her "abuser" during a political campaign interview. Thompson filed a special motion to strike the breach of contract claim under Oregon’s anti-SLAPP statute, which aims to quickly dismiss nonmeritorious claims arising from protected speech. The trial court granted Thompson’s motion, but the Court of Appeals reversed, concluding that the nondisparagement clause waived Thompson’s right to the anti-SLAPP statute’s protections.The Deschutes County Circuit Court initially granted Thompson’s special motion to strike, finding that her statements were protected under the anti-SLAPP statute and that Lowes failed to show a probability of prevailing on his claim. The Court of Appeals reversed this decision, holding that the nondisparagement clause constituted a waiver of Thompson’s anti-SLAPP protections, thus making it unnecessary to evaluate whether Lowes could prevail on his claim.The Oregon Supreme Court reviewed the case and disagreed with the Court of Appeals. The Supreme Court held that the nondisparagement clause did not clearly indicate an intention to waive the procedural protections of the anti-SLAPP statute. Therefore, the clause alone could not defeat Thompson’s special motion to strike. The Supreme Court reversed the Court of Appeals' decision in part and remanded the case back to the Court of Appeals to determine whether Lowes met his burden of establishing a probability of prevailing on his breach of contract claim. View "Lowes v. Thompson" on Justia Law

Anthony Rojas, a student at the University of Florida, filed a class action lawsuit against the University of Florida Board of Trustees. Rojas claimed that the University breached its contract by suspending on-campus services and closing facilities during the COVID-19 pandemic, despite students being required to pay mandatory fees for these services. He also alleged that the University failed to refund these fees. The complaint included a spring 2020 tuition statement, a general statement of tuition and fee estimates for the 2019-2020 academic year, and the University’s financial liability agreement.The trial court dismissed the unjust enrichment claim but denied the University’s motion to dismiss the breach of contract claim, ruling that the complaint adequately pleaded the existence of an express contract. The University appealed, and the First District Court of Appeal reversed the trial court’s decision, holding that the claims were barred by sovereign immunity. The First District concluded that the contract alleged by Rojas did not constitute an express written contract sufficient to overcome sovereign immunity.The Supreme Court of Florida reviewed the case and quashed the First District’s decision. The Court held that the waiver-by-contract doctrine does not preclude claims based on the breach of implied covenants or conditions that do not conflict with express contract provisions. The Court found that the First District erred in requiring extraordinary specificity in government contracts and in failing to recognize permissible implied covenants. The case was remanded for further proceedings consistent with this opinion. View "Rojas v. University of Florida Board of Trustees" on Justia Law

In this case, Donald Neuens entered into a contract for deed with Dorothy Czajkowski for the sale of property in Golden Valley County, North Dakota. Czajkowski agreed to pay $60,000 for the property, with a down payment and the remaining balance to be paid in monthly installments at an interest rate of 6%, along with property taxes. After Neuens passed away, the Axvigs purchased his interest from his estate. The Axvigs then initiated a quiet title action against Czajkowski to cancel the contract for deed, alleging that Czajkowski had abandoned the property, failed to make the required payments, and failed to pay the property taxes.The District Court of Golden Valley County awarded summary judgment in favor of the Axvigs, concluding that the contract for deed was canceled and awarding the property to the Axvigs. The court found that the contract allowed the Axvigs to proceed with a court action without providing notice and an opportunity to cure the default. Czajkowski appealed, arguing that the court erred in its interpretation of the contract and failed to allow a redemption period.The North Dakota Supreme Court reviewed the case and reversed the amended judgment. The court held that the contract for deed was unambiguous and required the seller to provide notice of default and an opportunity to cure before seeking cancellation. The court found that the district court misinterpreted the contract by allowing the Axvigs to proceed with the cancellation action without first providing the required notice and time to cure the default. The Supreme Court concluded that the Axvigs breached the contract by not providing the necessary notice of default before initiating the cancellation action. View "Axvig v. Czajkowski" on Justia Law

E.H. Turf Supply Company, Inc. filed a small-claims action against Roger Tavares, alleging that Tavares stopped payment on a check for services performed on his tractor. Tavares denied the allegations and counterclaimed for $2,500, asserting that the services were not rendered. The District Court ruled in favor of E.H. Turf Supply, awarding $1,500 plus costs. Tavares appealed to the Superior Court, arguing procedural errors and bias.The Superior Court held a de novo bench trial. E.H. Turf Supply presented testimony from its president, Erik Hagenstein, who detailed the company's repair process and confirmed that Tavares had approved and paid for the services before stopping payment. Tavares cross-examined Hagenstein and attempted to introduce invoices from other repair shops to show that the repairs were not properly done. The trial justice excluded these invoices as hearsay but allowed Tavares to testify about his experience.The Superior Court found in favor of E.H. Turf Supply, awarding $1,703.71. Tavares appealed to the Rhode Island Supreme Court, arguing that the Superior Court erred in allowing E.H. Turf Supply to present its case first, excluding his evidence, and not considering his status as a self-represented litigant.The Rhode Island Supreme Court reviewed the case and found no merit in Tavares's arguments. The Court held that E.H. Turf Supply, as the plaintiff, was correctly allowed to present its case first. The exclusion of the invoices was proper as they were hearsay, and the trial justice provided Tavares with ample opportunity to present his case. The Court affirmed the judgment of the Superior Court. View "E.H. Turf Supply Co. v. Tavares" on Justia Law

Claudia Horn worked for Insure Idaho, LLC for over six years and signed a non-solicitation agreement prohibiting her from soliciting Insure Idaho customers. After leaving Insure Idaho to work for Henry Insurance Agency, LLC, several Insure Idaho customers followed her. Insure Idaho sought a preliminary injunction to prevent Horn and Henry Insurance from soliciting its customers, which the district court granted. The district court later found Horn in contempt for violating the preliminary injunction when another former Insure Idaho customer moved its business to Henry Insurance.The district court granted the preliminary injunction and found Horn in contempt, but did not impose any sanctions. Henry Insurance was dismissed from the contempt proceedings and awarded attorney fees. Horn appealed the contempt judgment, and both Henry Insurance and Insure Idaho cross-appealed.The Supreme Court of Idaho reviewed the case and determined that the district court erred in finding Horn in contempt, as it lacked the ability to impose any sanction. The court also found that the district court misinterpreted the term "solicitation" and that Horn's actions did not constitute solicitation under the plain meaning of the term. The court held that the district court abused its discretion by granting the preliminary injunction without adequately addressing whether Insure Idaho was likely to succeed on the merits of its claims.The Supreme Court of Idaho reversed the judgment of contempt, vacated the preliminary injunction, and remanded the case for further proceedings. The court affirmed the district court's dismissal of Henry Insurance from the contempt proceedings and awarded attorney fees to Henry Insurance. The court also awarded Horn attorney fees for the contempt trial and appellate attorney fees for both Horn and Henry Insurance. View "Insure Idaho v. Horn" on Justia Law

During the COVID-19 pandemic, K7 Design Group, Inc. (K7) offered to sell hand sanitizer to Walmart, Inc., doing business as Sam’s Club (Sam’s Club). K7 and Sam’s Club discussed and agreed upon the product, price, quantity, and delivery terms for various hand sanitizer products through email communications. K7 delivered over 1,000,000 units of hand sanitizer to Sam’s Club, which paid approximately $17.5 million. However, Sam’s Club did not collect or pay for the remaining hand sanitizer, leading to storage issues for K7.The United States District Court for the Western District of Arkansas held a jury trial, where the jury found in favor of K7 on its breach of contract claim and awarded $7,157,426.14 in damages. Sam’s Club’s motions for judgment as a matter of law and for a new trial were denied by the district court.The United States Court of Appeals for the Eighth Circuit reviewed the case. Sam’s Club argued that K7 failed to present sufficient evidence of an obligation to pay for the products, the jury’s verdict was against the weight of the evidence, and the district court abused its discretion in instructing the jury. The Eighth Circuit affirmed the district court’s decision, holding that the communications between K7 and Sam’s Club constituted binding orders under Arkansas’s Uniform Commercial Code (UCC). The court found that the evidence supported the jury’s verdict and that the district court did not abuse its discretion in its jury instructions or in denying Sam’s Club’s motions. The court also affirmed the district court’s award of prejudgment interest and attorney fees and costs. View "K7 Design Group, Inc. v. Walmart, Inc." on Justia Law

Hexagon US Federal, Inc. ("HexFed") leased a portion of a building, which was later sold to CBS Holdings, LLC. A dispute arose regarding the lease's renewal, leading HexFed to file a lawsuit against CBS Holdings for breach of lease. CBS Holdings counterclaimed. The Madison Circuit Court ruled in favor of HexFed on all claims and awarded costs and attorney fees to be determined later. CBS Holdings appealed, and the Supreme Court of Alabama affirmed the trial court's judgment, including the award of costs and attorney fees.After an evidentiary hearing, the Madison Circuit Court awarded HexFed $174,987.45 in costs and attorney fees. CBS Holdings appealed, arguing that HexFed's application for attorney fees was inadequately supported due to redacted descriptions of legal work and that the trial court's order lacked sufficient detail for meaningful appellate review.The Supreme Court of Alabama reviewed the case and agreed with CBS Holdings. The court found that HexFed's heavily redacted invoices did not provide enough information to determine the reasonableness and necessity of the attorney fees. The court emphasized that a trial court's order must allow for meaningful appellate review by articulating the decisions made, the reasons supporting those decisions, and how the attorney fee was calculated, considering all the Peebles factors.The Supreme Court of Alabama reversed the trial court's order and remanded the case for HexFed to provide adequate support for its application for costs and attorney fees. The trial court was instructed to accept any necessary information or evidence to confirm the requested attorney fees and to enter a detailed order showing how it calculated the amount awarded and how it considered the Peebles factors. View "CBS Holdings, LLC v. Hexagon US Federal, Inc." on Justia Law

A resident taxpayer of Omaha challenged the City of Omaha's contract for residential solid waste collection, alleging it was an illegal expenditure of public funds and violated the Integrated Solid Waste Management Act (ISWMA). The contract, awarded to FCC Environmental Services Nebraska, LLC (FCC-Nebraska), included a yard waste sticker program where residents could purchase stickers for additional yard waste disposal.The district court for Douglas County granted summary judgment in favor of the City and FCC-Nebraska, dismissing the taxpayer's claims. The court found that the City acted within its discretion in seeking a postopening bid clarification from FCC-Spain (the original bidder) to standardize the unit price for yard waste stickers, which did not materially alter the bid or give FCC an unfair advantage. The court also determined that the yard waste sticker fee charged by FCC did not require voter approval under § 13-2020(4) of the ISWMA, as the fee was charged by and paid to the contractor, not the City.The Nebraska Supreme Court affirmed the district court's decision. It held that the City did not act in bad faith or with favoritism in seeking the bid clarification and that the clarification did not result in a material variance from FCC's original bid. The court also agreed that the voter approval requirement in § 13-2020(4) did not apply to the yard waste sticker fee, as it was governed by § 13-2020(5), which allows contractors to charge service rates without voter approval. The court concluded that the district court did not abuse its discretion in denying the taxpayer's motion to amend the complaint to add a new theory of invalidity based on the identity of the contracting party. View "Johnson v. City of Omaha" on Justia Law