Justia Contracts Opinion Summaries

After plaintiff made four purchases of precious metals from defendants, he filed suit alleging that defendants misled him. Plaintiff, as trustee for the Dennison Family Trust, purchased the precious metals after seeing television commercials promoting such investments. The Court of Appeal held that the arbitration agreement does not clearly and unmistakably delegate authority to the arbitrator to decide unconscionability; the arbitration agreement is unconscionable based on lack of mutuality, limitations on defendants' liability, and the statute of limitations; and the court could not save the arbitration agreement by severing a single offending clause because the agreement is permeated with unconscionable terms. Accordingly, the court affirmed the trial court's judgment. View "Dennison v. Rosland Capital LLC" on Justia Law

In January 2017, plaintiffs Lori Dougherty and Julie Lee's 89-year-old father passed away while living in Somerford Place, an elder residential care facility owned and operated by defendants Roseville Heritage Partners, Somerford Place, LLC, Five Star Quality Care, Inc., and Five Star Quality Care-Somerford, LLC. In July 2017, plaintiffs sued defendants, alleging elder abuse and wrongful death based upon the reckless and negligent care their father received while residing in defendants’ facility. Defendants appealed the trial court’s denial of their motion to compel arbitration and stay the action, contending the arbitration agreement did not contain any unconscionable or unlawful provisions. Alternatively, defendants argued the court abused its discretion by invalidating the agreement as a whole, rather than severing the offending provisions. The Court of Appeal found the arbitration agreement at issue here was "buried within the packet at pages 43 through 45," and "[b]ased on the adhesiveness of the agreement, and the oppression and surprise present," the Court concluded the trial court properly found the Agreement was imposed on a “take it or leave it” basis and evinced a high degree of procedural unconscionability. Under the sliding scale approach, only a low level of substantive unconscionability was required to render the arbitration agreement unenforceable. Likewise, the Court concurred that the arbitration agreement was substantively unconscionable, "particularly given the accompanying evidence of procedural unconscionability." The Court found no abuse of discretion in the trial court's declination to sever the offending provisions of the agreement, rather than invalidate the entire agreement. View "Dougherty v. Roseville Heritage Partners" on Justia Law

CARCO sub-chartered an oil tanker from tanker operator Star, which had chartered it from Frescati. During the tanker’s journey, an abandoned ship anchor punctured the tanker’s hull, causing 264,000 gallons of heavy crude oil to spill into the Delaware River. The 1990 Oil Pollution Act, 33 U.S.C. 2702(a), required Frescati, the vessel’s owner, to cover the cleanup costs. Frescati’s liability was limited to $45 million. The federal Oil Spill Liability Trust Fund reimbursed Frescati for an additional $88 million in cleanup costs. Frescati and the government sued, claiming that CARCO had breached a clause in the subcharter agreement that obligated CARCO to select a berth that would allow the vessel to come and go “always safely afloat,” and that obligation amounted to a warranty regarding the safety of the selected berth. Finding that Frescati was an implied third-party beneficiary of the safe-berth clause, the Third Circuit held that the clause embodied an express warranty of safety. The Supreme Court affirmed. The safe-berth clause's unqualified plain language establishes an absolute warranty of safety. That the clause does not expressly invoke the term “warranty” does not alter the charterer’s duty, which is not subject to qualifications or conditions. Under contract law, an obligor is strictly liable for a breach of contract, regardless of fault or diligence. While parties are free to contract for limitations on liability, these parties did not. A limitation on the charterer’s liability for losses due to “perils of the seas,” does not apply nor does a clause requiring Star to obtain oil-pollution insurance relieve CARCO of liability. View "CITGO Asphalt Refining Co. v. Frescati Shipping Co." on Justia Law

Rembrandt contracted to supply Rexing with 3,240,000 cage-free eggs every week for a year. Eight months later, Rexing claimed that Rembrandt failed to provide eggs that met the specified quality standards. Rexing sought a declaration that it was excused from accepting any more eggs, and incidental and consequential damages. Rembrandt counterclaimed, seeking damages. The trial court determined that Rexing had unilaterally terminated the contract and that the breach was not excused. Rembrandt was awarded $1,522,302.61 in damages. Rexing voluntarily dismissed its subsequent appeal and filed suit in state court, alleging conversion and deception. Rexing claimed that Rembrandt had refused to return reusable shipping materials, the “EggsCargoSystem,” Rexing had provided. In the first suit, Rexing had sought the value of the EggsCargoSystem as part of the start-up costs that it allegedly incurred in reliance on the agreement. Rembrandt removed the second suit to federal court and argued that the claims were barred by claim-preclusion in light of the district court’s grant of summary judgment in the first suit and that Rexing had improperly split its claims between the two cases. The Seventh Circuit affirmed the dismissal of the second suit. Rexing impermissibly split its claims. Both suits centered around the same controversy. Under Indiana’s doctrine prohibiting claim splitting, a plaintiff cannot bring a new lawsuit based upon the same transaction or occurrence that underlies claims brought in another lawsuit. View "Rexing Quality Eggs v. Rembrandt Enterprises, Inc." on Justia Law

In August 2004, the Askinses purchased a used car by entering into a retail installment contract with East Sprague Motors & R.V.'s, Inc. for $13,713.44 at an interest rate of 18.95% per year. The contract was contemporaneously assigned to Fireside Bank (formerly known as Fireside Thrift Co.). The Askinses made two years of regular payments, then returned the car to Fireside in an attempt to satisfy the loan. However, the loan was never satisfied. Fireside sold the car for less than the remaining balance owed, leaving the Askinses with an ongoing obligation. Fireside then sued the Askinses for the remaining balance of the loan. The Askinses did not appear, and the court entered a default judgment against them, which included prejudgment interest, costs and attorney fees. Fireside assigned the debt to Cavalry Investments, LLC, in 2012. For the next 8 years, the Askinses were subjected to 14 writs of garnishment and several unsuccessful attempts at garnishment by Fireside and Cavalry. Approximately $10,849.16 was collected over the course of the garnishment proceedings. Fireside and Cavalry did not file any satisfactions of the garnishment judgments or partial satisfactions of the underlying judgment. Cavalry’s final writ of garnishment, obtained on August 3, 2015, stated that the Askinses still owed $11,158.94. This case presented an opportunity for the Washington Supreme Court to discuss the limits of CR60, in cases where a creditor uses the garnishment process to enforce a default judgment against a debtor. The Court held CR 60 may not be used to prosecute an independent cause of action separate and apart from the underlying cause of action in which the original order or judgment was filed. The Court held the trial court properly considered argument and evidence relevant to the questions of what was still owed on the underlying existing judgment and whether that judgment had been satisfied. The trial court correctly ruled that the judgment had been satisfied and ordered that the Askinses were entitled to prospective relief. View "Fireside Bank v. Askins" on Justia Law

The Supreme Court affirmed the judgment of the court of appeals reversing the decision of the trial court granting partial summary judgment in favor of Paul Mostert and partially dismissing The Mostert Group, LLC's (TMG) breach of contract claims, holding that partial summary judgment in favor of Mostert was improper. Mostert agreed to transfer certain computer technology to TMG in exchange for TMG stock, cash, and a promissory note payable in installments. When Mostert refused to deliver to TMG the source code, which was essential to maintaining and updating the software technology, TMG refused to make the final promissory note payment to Mostert. TMG filed two lawsuits against Mostert. The circuit court granted Mostert's motion for partial summary judgment on the grounds that TMG's allegations against Mostert arose after the note was executed and the trial court previously established that Mostert had a security interest in and therefore a right to possess the collateral. The court of appeals reversed, holding that Mostert possessed a security interest in the software but not the source code. The Supreme Court affirmed, holding that Mostert breached the parties' contract, which excused TMG's obligation to further perform under the contribution agreement. View "Mostert v. Mostert Group, LLC" on Justia Law

The First Circuit affirmed the judgment of the district court granting Defendants' motion to dismiss Plaintiffs' complaint alleging that Defendants knew that Mount Ida College was on the brink of insolvency but concealed this information, holding that Plaintiffs' claims were properly dismissed. Mount Ida, a higher education institution in Massachusetts, permanently closed after providing its students six weeks' notice that it was closing. Plaintiffs, current and prospective students, brought a putative class action against Mount Ida, its board of trustees, and five Mount Ida administrators (collectively, Defendants), alleging seven Massachusetts state law claims. The district court dismissed the complaint. The First Circuit affirmed, holding (1) Plaintiffs' breach of fiduciary duty claim failed; (2) the district court did not err in dismissing Plaintiffs' violation of privacy claim; (3) no claims were stated for fraud, negligent misrepresentation, or fraud in the inducement; (4) Plaintiffs' allegations did not plausibly allege a breach of implied contract; and (5) the district court properly dismissed Plaintiffs' Mass. Gen. Laws ch. 93A claim. View "Squeri v. Mount Ida College" on Justia Law

In this dispute over the handling of brokerage accounts the First Circuit affirmed the judgment of the federal district court dismissing Plaintiffs' complaint against the Financial Industry Regulatory Authority (FINRA) for failure to state a claim, holding that Plaintiffs' complaint failed to state a plausible claim for breach of the covenant of good faith and fair dealing implied under Massachusetts law. Plaintiffs, a married couple, submitted their dispute with their quondam stockbroker over the handling of their brokerage accounts to FINRA for arbitration. A panel of arbitrators summarily dismissed Plaintiffs' claims. Plaintiffs then brought this action claiming that the arbitrators' failure to state an explained decision breached the implied covenant of good faith and fair dealing. The First Circuit affirmed, holding that the district court appropriately dismissed Plaintiffs' complaint because Plaintiffs did not plausibly allege a breach of the implied covenant. View "Lanza v. Financial Industry Regulatory Authority" on Justia Law

Attorney Robert Reeve sued attorney Kenneth Meleyco to enforce a referral fee agreement after Reeve referred a client to Meleyco but Meleyco did not pay the referral fee. A jury found that Reeve was entitled to recover for breach of contract and also under a quantum meruit theory, and the trial court awarded Reeve prejudgment interest. Meleyco appealed, arguing among other things that Reeve could not recover for breach of contract because the client did not provide written consent to the arrangement, the quantum meruit claim was barred by the applicable statute of limitations, and Reeve was not entitled to prejudgment interest. The Court of Appeal determined Meleyco wrote a letter to the client explaining that the referral fee would not come from the client’s percentage of any settlement, and the client signed an acknowledgement at the bottom of the letter indicating that he received the letter and understood its contents. The client subsequently testified that his acknowledgement expressed his agreement that the referral fee could be paid to Reeve. The Court found the client’s written acknowledgement that he received and understood the letter did not constitute written consent to the referral fee agreement under former California Bar Rule of Professional Conduct 2-200, and the client’s subsequent testimony did not remedy the deficiency. The referral fee agreement was unenforceable as against public policy and Reeve could not recover for breach of contract. Furthermore, the Court agreed with Meleyco that Reeve’s quantum meruit claim was barred by the two-year limitations period. View "Reeve v. Meleyco" on Justia Law

In this dispute over the ownership of a criminal justice center the Supreme Court affirmed the judgment of the trial court ordering that the title of the center be given to Floyd County, holding that the turn-over provision in the lease between the County and the Building Authority was valid and enforceable. In 1991, the New Albany, Floyd County Indiana Building Authority issued bonds to finance a criminal justice center (the Center). Pursuant to an inter-local agreement, the Building Authority would own the Center, the County would lease it, and the City of New Albany would sublease space from the County. In 1992, the County and the Building Authority executed a lease with a fifteen-year term. The lease included a turn-over provision providing that if the County did not exercise its option to purchase the Center and to renew the lease then upon expiration of the lease the Center should become property of the County. After the lease expired the Building Authority declined to transfer title. The County filed suit seeking declaratory judgment and specific performance. The Supreme Court held that the turn-over provision in the lease was valid and required that title be given to the County. View "City of New Albany v. Board of Commissioners of County of Floyd" on Justia Law