Justia Contracts Opinion Summaries

This appeal stemmed from an unlawful-detainer and breach-of-contract action filed by Caldwell Land and Cattle, LLC, (“CLC”) after purchasing a building where the holdover tenant, Johnson Thermal Systems (“JTS”), asserted a right to remain on the property. The dispute centered on the interpretation of a lease between JTS and the original property owner which granted JTS an option to extend the lease. JTS contended it properly exercised the option; CLC contends JTS did not. The district court held that JTS failed to exercise the option and thus became a holdover tenant. The court further held that when JTS did not vacate within the proper timeframe, JTS unlawfully detained the premises and was liable for the ensuing damages. JTS appealed, but finding no reversible error, the Idaho Supreme Court affirmed. The district court’s amended final judgment and its order of attorney’s fees was remanded, however, for reentry of damages consistent with the Supreme Court’s opinion , and for reconsideration of attorney’s fees. View "Caldwell Land & Cattle v. Johnson Thermal" on Justia Law

The Supreme Court vacated the judgment of the district court in this action alleging breach of contract, conversion, and tortious interference with a business relationship of expectation, holding that Plaintiff lacked standing to bring the action in his own name. Kim Hawley, the only named plaintiff, brought this action against John Skradski alleging that he purchased a heating and air conditioning (HVAC) business from an entity affiliated with Skradski and that, after Hawley ceased operating the business, Skradski began operating the business and converted the business's assets to his use. During trial, an asset purchase agreement was received into evidence showing that the HVAC business was purchased by KNR Capital Corp. and not by Hawley individually. The district court granted Skradksi's motion for a directed verdict, finding that there was insufficient evidence of any of the three theories of recovery. The Supreme Court vacated the district court's judgment and dismissed the appeal for lack of subject matter jurisdiction, holding that Hawley failed to prove his standing to bring this suit in his own name, and therefore, the district court lacked subject matter jurisdiction over the matter. View "Hawley v. Skradski" on Justia Law

In this breach of contract action, the parties dispute the district court's damages award. The Fifth Circuit affirmed the district court's holding that Bank of the West was not entitled to contractual liquidated damages, but vacated the district court's alternative damages award and remanded for recalculation. Although the court agreed with the district court that the liquidated damages provision of the parties' contract was unenforceable because it contravened the Louisiana Lease of Movables Act, the court held that the district court erred by basing its alternative damages calculation on the expectations of the lessor's assignee, Bank of the West, rather than those of the original lessor, Summit Funding Group. View "Bank of the West v. Prince" on Justia Law

In this litigation arising from a transaction in goods governed by the Uniform Commercial Code (UCC) the Supreme Court affirmed the trial court order denying summary judgment, holding that there remained genuine issues of material fact precluding summary judgment. An agreement governing the sale of forty dump trucks contained a warranty and a one-year limitations period for filing a breach of contract suit. Buyers sued for breach of warranty several years later. The Supreme Court held (1) under the express terms of their agreement, the parties contracted for a future-performance warranty, and any breach of warranty claims did not accrue until the buyers knew, or should have known, of the breach; (2) under the equitable estoppel doctrine, a party's conduct may toll a contractually agreed-upon limitations period; and (3) in the instant case, genuine issues of material fact remained relating to the above two issues, precluding summary judgment. View "Kenworth of Indianapolis, Inc. v. Seventy-Seven Limited" on Justia Law

After plaintiff, an employee of Centaur, was injured while offloading a generator from a crew boat to a barge, he filed suit against the owner and operator of the boat (River Ventures) and Centaur for vessel negligence under general maritime law and the Jones Act. River Ventures cross-claimed against Centaur for contractual indemnity, and the district court granted summary judgment to Centaur. The Fifth Circuit reversed, holding that the district court misapplied In re Larry Doiron, Inc., 879 F.3d 568 (5th Cir.) (en banc), cert. denied, 138 S. Ct. 2033 (2018), and erroneously concluded that the Dock Contract at issue was non-maritime. The court held that Doiron's two-part test applied as written to all mixed-services contracts: in order to be maritime, a contract must be for services to facilitate activity on navigable waters and must provide, or the parties must expect, that a vessel will play a substantial role in the completion of the contract. Applying the Doiron test, the court held that the Dock Contract at issue required services to be performed to facilitate the loading, offloading, and transportation of coal and petroleum coke via vessels on navigable waters. Furthermore, Doiron's second prong was satisfied where the Dock Contract made clear that the parties expected DB-582 to play a significant role in the completion of the work. Accordingly, the court remanded for further proceedings. View "Barrios v. Centaur, LLC" on Justia Law

In this appeal from ongoing litigation involving adjoining property owners the Supreme Judicial Court vacated the motion judge's order denying plaintiff developer's special motion to dismiss defendant abutters' counterclaims, holding that the abutters could not demonstrate that their claims were not strategic lawsuits against public participation (SLAPP suits). The developer filed a complaint against the abutters alleging abuse of process and violation of Mass. Gen. Laws ch. 93A. Both parties were then involved in motions filed under the anti-SLAPP act, Mass. Gen. Laws ch. 231, 59H. Here, the developer appealed from the denial of its special motion to dismiss the abutters' counterclaims alleging breach of the implied covenant of good faith and fair dealing, abuse of process, and violation of chapter 93A. The Supreme Judicial Court remanded the case for entry of an order allowing the special motion to dismiss, holding (1) none of the abutters' contract-based counterclaims was colorable; and (2) the abutters failed to demonstrate that any of their remaining counterclaims were not retaliatory. View "477 Harrison Avenue, LLC v. JACE Boston, LLC" on Justia Law

A storm caused minor hail damage at the Winding Ridge condominium complex located in Indiana, which was not discovered until almost a year later when a contractor inspected the property to estimate the cost of roof replacement. Winding Ridge submitted an insurance claim to State Farm. The parties inspected the property and exchanged estimates but could not reach an agreement. Winding Ridge demanded an appraisal under the insurance policy. State Farm complied. After exchanging competing appraisals, the umpire upon whom both sides agreed issued an award, which became binding. Winding Ridge filed suit alleging breach of contract, bad faith, and promissory estoppel. The Seventh Circuit held that the appraisal clause is unambiguous and enforceable; there is no evidence that State Farm breached the policy or acted in bad faith when resolving the claim. Winding Ridge’s own appraiser found no hail damage to the roofing shingles on 20 buildings. The fact that Winding Ridge independently replaced the shingles on all 33 buildings for $1.5 million while its claim was pending does not obligate State Farm under the policy or mean State Farm breached the policy. There is no evidence that State Farm delayed payment, deceived Winding Ridge, or exercised an unfair advantage to pressure Winding Ridge to settle. View "Villas at Winding Ridge v. State Farm Fire and Casualty Co." on Justia Law

Plaintiffs, Lofts Essex, LLC and the Wilson Inn, Inc. (collectively, the Lofts), appeal the trial court’s pretrial denial of summary judgment and the court’s final decision ruling in favor of defendant, Strategis Floor and Décor, Inc. The dispute between the parties arose from a warranty claim made on laminate flooring in a 54-apartment unit complex. The Vermont Supreme Court concluded that the trial court’s pretrial denial of summary judgment was not reviewable and affirmed the final decision granting judgment to Strategis. View "The Lofts Essex, LLC v. Strategis Floor Decor Inc." on Justia Law

A general contractor and subcontractor filed suit against each other, and at issue was the "retention" clause in the parties' contract. The Court of Appeal held that the trial court properly granted summary judgment for the general contractor and dismissed the subcontractor's cross-claims. The court held that the purpose of the retention clause was, as the subcontractor put it in oral argument, to "ensure proper performance." In this case, the subcontractor did not finish the job swiftly and must suffer the consequences of its contractual failing. Finally, the court held that the trial court properly awarded attorney fees to the general contractor, as the prevailing party. View "Regency Midland Construction, Inc. v. Legendary Structures Inc." on Justia Law

Plaintiffs and counterclaim-defendants Mrs. Fields Famous Brands, LLC (Famous Brands) and Mrs. Fields Franchising, LLC (Fields Franchising) appealed a district court order granting a preliminary injunction in favor of defendant and counterclaim-plaintiff MFGPC Inc. (MFGPC). The sole member of Famous Brands is Mrs. Fields Original Cookies, Inc. (MFOC). MFOC entered into a Trademark License Agreement (License Agreement) with LHF, Inc. (LHF), an affiliate of MFGPC. In 2003, LHF assigned all rights under the License Agreement to MFGPC, and MFGPC agreed to be bound by and perform in accordance with the License Agreement. The License Agreement granted MFGPC a license to develop, manufacture, package, distribute and sell prepackaged popcorn products bearing the “Mrs. Fields” trademark through all areas of general retail distribution. A dispute arose after Fields Franchising allowed MFGPC to be late with a royalty payment because of a fire that destroyed some of MFGPC’s operations. The franchisor sought to terminate the licensing agreement and collect the royalties owed. Fields Franchising filed suit against MFGPC. In August 2018, the district court entered partial summary judgment in favor of MFGPC on its counterclaim for breach of a trademark license agreement that afforded MFGPC the exclusive use of the “Mrs. Fields” trademark on popcorn products. The district court’s summary judgment order left only the question of remedy to be decided at trial. MFGPC then moved for a preliminary injunction, arguing that there was a substantial likelihood that it would prevail at trial on the remedy of specific performance. After conducting a hearing, the district court granted MFGPC’s motion and ordered Fields Franchising to terminate any licenses it had entered into with other companies for the use of the Mrs. Fields trademark on popcorn products, and to instead comply with the terms of the licensing agreement it had previously entered into with MFGPC. Famous Brands and Fields Franchising argued in this appeal that the district court erred in a number of respects in granting MFGPC’s motion for preliminary injunction. The Tenth Circuit agreed with appellants, and consequently reversed the district court’s grant of a preliminary injunction in favor of MFGPC. View "Mrs. Fields Famous Brands v. MFGPC" on Justia Law