The Court of Chancery found for Plaintiff on all counts and counterclaim counts in this case involving affordable rental housing property held by a limited partnership, holding that the new limited partner lacked caused to remove the general partner.At issue was affordable housing projects in a federal program that were held by a Delaware limited partnership. Plaintiffs were the partnership and general partner and Defendant was a new limited partner. Defendant sought either a sale of the property or a buyout of its partnership interests, and when the general partner refused to cooperate, the limited partner attempted to remove the general partner for cause. The general partner sought a declaratory judgment that its removal was invalid, and the limited partner asserted counterclaims for, inter alia, breach of contract. The Court of Chancery found in favor of Plaintiffs on all counts, holding (1) the limited partner failed to prove that the general partner breached its modified judiciary duties or the limited partnership agreement; and (2) therefore, the limited partner lacked cause to remove the general partner. View "JER Hudson GP XXI LLC v. DLE Investors, LP" on Justia Law

The Supreme Court reversed the decision of the court of appeals affirming in part and reversing in part the judgment of the trial court holding that the settlement agreement between the parties in this case barred the claims asserted in this suit and in an arbitration proceeding, holding that the trial court did not err.A billion-dollar break-up between two large corporations engaged in the international petroleum business resulted in numerous claims and lawsuits, which the parties finally resolved through a comprehensive settlement agreement. The trial court concluded that the settlement agreement, including its release provisions and a disclaimer of reliance, were valid and enforceable and barred the claims asserted in both this lawsuit and in the arbitration proceeding. The court of appeals reversed in part, concluding that the settlement agreement did not bar certain claims. The Supreme Court reversed and reinstated the final judgment of the trial court, holding that the parties fully and finally resolved the current claims through their comprehensive settlement agreement. View "Transcor Astra Group S.A. v. Petrobras America Inc." on Justia Law

The Supreme Court reversed the district court's grant of summary judgment in favor of Plaintiff in this real estate dispute, holding that Plaintiff offered sufficient evidence to survive Defendants' motion for summary judgment.A few months after purchasing a home Plaintiff discovered water in the basement. Plaintiff later sued the sellers, her real estate agent, the seller's real estate agent, and a home inspector, alleging that they had misrepresented the condition of the house. The district court granted summary judgment for Defendants based on Plaintiff's failure to designate an expert on causation and damages. The court of appeals affirmed. The Supreme Court vacated the opinion of the court of appeals and reversed the summary judgment, holding that expert testimony was not required for Plaintiff to survive Defendants' motion for summary judgment on either causation or damages. View "Putman v. Walther" on Justia Law

The Supreme Court affirmed the judgment of the district court denying a motion to vacate a decree of specific performance that also sought an order of joinder, holding the there was no error.Wilkinson Development, Inc. brought an action against Ford & Ford Investments for specific performance of a real estate contract concerning the purchase of commercial real estate. The district court granted Wilkinson's complaint for specific performance. PSK, LLC, a subsequent purchaser of the subject real estate, later filed the motion at issue on appeal seeking vacation of the degree and an order of joinder. The district court denied the motion. The Supreme Court affirmed, holding that there was no merit to any of PSK's assignments of error. View "Wilkinson Development, Inc. v. Ford & Ford Investments" on Justia Law

The Supreme Judicial Court affirmed the judgments of the trial court entering summary judgment in favor of Defendants and denying Plaintiffs' motion to amend their complaint, holding that the trial court did not err or abuse its discretion.The Masonic Temple Association of Quincy, Inc. entered into a purchase and sale agreement with a trust under which the trust would develop the Mason's temple building into two condominium units, with the trust becoming the owner of one unit. The trust later assigned its interest to Jay Patel, the president and sole owner of Dipika, Inc. Later a fire broke out at the site. The Masons brought negligence claims against Patel and Dipika. Dipika brought third-party claims against Union Insurance Company for wrongful denial of coverage and Roblin Insurance Agency for professional negligence. The Masons then amended their complaint to assert claims against Union and Roblin. The superior court granted summary judgment in favor of Union and Roblin on all counts. The Supreme Judicial Court affirmed, holding (1) Dipika's putative liabilities arising from the fire were not covered by its general liability insurance policy; and (2) Dipika's insurance broker did not commit a breach of its duty of care. View "Masonic Temple Ass'n of Quincy, Inc. v. Patel" on Justia Law

Plaintiff sued PetroTel Oman, LLC (“PetroTel”) and affiliated entities in Texas state court, alleging that they breached an oral contract to compensate him for helping them raise funds for an oil and gas project in Oman. The PetroTel entities removed the action to federal court, arguing that removal was proper under the federal officer removal statute because they “acted under” a federal agency by partnering with the United States International Development Finance Corporation  (“DFC”) to raise funds for the project. The district court remanded the action, rejecting both grounds for removal offered by the PetroTel entities.   The Fifth Circuit affirmed the district court’s finding rejecting Defendant’s grounds for removal to federal court. The court held that the federal officer removal statute nor the Grable doctrine provides a basis for federal subject-matter jurisdiction in Plaintiff’s breach of contract action against Defendant.   First, the court reasoned that PetroTel did not assist or help the DFC carry out a task that the DFC—or any federal superior—otherwise would have had to do itself. Accordingly, PetroTel did not act under the DFC, so it was not entitled to remove under Sec. 1442(a)(1).  Next, the court held that because Plaintiff’s state court petition does not satisfy the well-pleaded complaint rule, the district court correctly determined that Grable does not provide a basis for federal jurisdiction. View "Box v. PetroTel" on Justia Law

Plaintiffs the Civil Service Employees Association (“CSEA”) and certain of its officers and retired former members (collectively, “the CSEA Plaintiffs”) brought a breach of contract action and unconstitutional impairment of contractual obligations claim against various New York State officials (collectively, “the State”), based on the State’s 2011 decision to reduce its contributions to certain retired former employees’ health insurance premiums. The district court granted summary judgment to the State on the CSEA Plaintiffs’ Contract Clause claim.After certifying questions to the New York Court of appeals regarding CBA provisions, the Second Circuit affirmed the district court’s judgment and found that the State’s adjustment of contribution rates for retirees neither breached any of the contractual provisions that the CSEA Plaintiffs identified nor impaired any constitutionally protected contractual obligations. The court reasoned that in light of the answers to its certified questions the CBA provisions that the CSEA Plaintiffs cite unambiguously do not provide a vested lifetime right to fixed contribution rates for retirees, and thus the reduction in contribution rates could not have breached the CBAs. Further, the court held that the State’s adjustment of retirees’ contribution rates did not violate the Contract Clause because the CSEA Plaintiffs lacked any contractual right to a vested lifetime contribution rate. View "Donohue v. The State of New York" on Justia Law

Hospitals provided emergency medical services to members of the county’s health plan, which is licensed and regulated by the state Department of Managed Health Care under the Knox-Keene Health Care Service Plan Act, Health & Saf. Code 1340. The county reimbursed the Hospitals for $28,500 of a claimed $144,000. The Hospitals sued, alleging breach of an implied-in-fact or implied-in-law contract. The trial court rejected the county’s argument that it is immune from the Hospitals’ suit under the Government Claims Act (Gov. Code 810).The court of appeal reversed. The county is immune from common law claims under the Government Claims Act and the Hospitals did not state a claim for breach of an implied-in-fact contract. The county does not contest its obligation to reimburse the Hospitals for the reasonable and customary value of the services; the issue is what remedies may be pursued against the county when the reasonableness of the reimbursement is disputed. The Knox-Keene Act provides alternative mechanisms to challenge the amount of emergency medical services reimbursements. A health care service plan has greater remedies against a private health care service plan than it does against a public entity health care service plan, a result driven by the Legislature broadly immunizing public entities from common law claims and electing not to abrogate that immunity in this context. View "County of Santa Clara v. Superior Court" on Justia Law

The Supreme Court vacated the order of the circuit court entering summary judgment in favor of Alexis Still in this dispute over whether there was a settlement agreement between the parties, holding that there was no settlement agreement between the parties.Clifton Jameson and Still were involved in an automobile accident. Jameson sent MetLife, Still's insurer, an offer to settle. MetLife made a counteroffer. Jameson took the counteroffer as a rejection of his offer to settle and sued Still for damages arising from the accident. MetLife then attempted to accept Jameson's original settlement offer. The circuit court granted summary judgment for Still, concluding that MetLife's counteroffer did not terminate the settlement offer and that its subsequent letter of acceptance created a settlement agreement between the two parties. The Supreme Court vacated the judgment, holding that that the circuit court erred in granting summary judgment on the basis of settlement because no settlement agreement was reached. View "Jameson v. Still" on Justia Law

The Supreme Court reversed the order of the circuit court denying Resources Limited, LLC's motion to set aside the default judgment in this case, holding that the circuit court abused its discretion in denying Resources Limited's motion to set aside the default judgment.New Trinity Coal, Inc. filed a complaint against Resources Limited asserting claims of breach of contract and unjust enrichment. New Trinity later filed a motion for default judgment, which the circuit court granted. Resources Limited filed a motion to set aside the default judgment. The circuit court denied the motion, finding that there was no evidence of excusable neglect. The Supreme Court reversed, holding that Resources Limited's motion to set aside the default judgment should have been granted. View "Resources Limited, LLC v. New Trinity Coal, Inc." on Justia Law