Justia Contracts Opinion Summaries

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Mortenson brought this action to compel arbitration with Saunders concerning a dispute arising out of a wind turbine project. The district court granted the motion and Saunders appealed. The court affirmed, concluding that section 21.2 of the subcontract between the parties was a separate provision containing a specific agreement to arbitrate and was not unconscionable.

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This appeal concerned the 2003 fire that occurred at the Station nightclub, wherein one hundred people died. The nightclub was co-owned by Plaintiffs, Michael and Jeffrey Derderian. A grand jury returned separate criminal indictments against Plaintiffs on charges of involuntary manslaughter. Prior to the fire, Essex Insurance Company had issued an insurance policy to Michael. Plaintiffs demanded, pursuant to R.I. Gen. Laws 12-28-5 and the policy, that Essex afford them a defense against the criminal prosecutions. When Essex refused, Plaintiffs filed a complaint against Essex, seeking a declaratory judgment that the grand jury indictments against them constituted a suit as defined in the Essex policy and that, accordingly, Essex had a duty to provide them with a defense in the related criminal proceedings. The superior court granted summary judgment in favor of Essex. The Supreme Court affirmed, holding that the language of the policy clearly showed that the parties' intention when entering into the contract was that Essex would provide Plaintiffs with a defense only in civil proceedings in which bodily injury or property damage were alleged, and therefore, Essex had no duty to defend Plaintiffs in their criminal prosecutions.

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In 1999, the Baltimore City Council enacted an urban renewal plan (Plan) to renew a portion of Baltimore City. A five-block area located in the renewal area was the subject of protracted litigation between 120 West Fayette, LLLP and the Mayor and City Council of Baltimore. The current iteration of the litigation focused on a memorandum of agreement (MOA) between the City and the Maryland Historical Trust relating to the treatment of historic properties in connection with the Plan. The MOA required the City to submit redevelopment plans to the Trust for approval. After the Trust's director provided conditional approval of a fifth set of plans 120 West Fayette (Appellant) filed a complaint seeking a declaration of rights interpreting the terms of the MOA. The circuit court dismissed the complaint, finding that Appellant was neither a party to, nor an intended beneficiary of, the MOA, and therefore, Appellant failed to state a claim upon which relief could be granted. The Court of Appeals affirmed, holding that Appellant, at best an incidental beneficiary to the MOA, could not file a suit requesting declaratory judgment that interprets and enforces an agreement to which it had no part.

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After allowing discovery on the issue of whether Kansas courts could exercise personal jurisdiction over some of the defendants in this case, the district court granted defendant Tel-Instrument Electronics Corp.'s (TIC) motion to dismiss for lack of personal jurisdiction. At issue on interlocutory appeal was the correct standard for judging a motion to dismiss for lack of personal jurisdiction when that motion is decided after discovery but without an evidentiary hearing. The Supreme Court reversed, holding (1) plaintiff Aeroflex Wichita, as the party with the ultimate burden of establishing jurisdiction and as the party responding to a motion to dismiss presented to the court without an evidentiary hearing, need only establish a prima facie basis for jurisdiction; (2) in determining if that prima facie burden has been met, a district court should view factual disputes in the light most favorable to the nonmoving party, and an appellate court applies the same standard de novo; and (3) in this case, the district court erred erred by weighing the evidence rather than granting all favorable inferences to Aeroflex, and Aeroflex presented a prima facie case of jurisdiction based on a conspiracy between TIC and its codefendants, over whom the court had jurisdiction.

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The center provided care for children of low-income parents and sought license renewal in 2005. The application remained pending for 15 months. During that period, the state agency, ODJFS, reduced its capacity from 88 to 38 children. The agency responsible for funding under Title XX, which provides government assistance for child care, 42 U.S.C. 1397, discontinued public assistance for its services, based on a proposed adjudication, which would reject the renewal application based on alleged improper use of physical discipline and failure to adequately ensure that employees did not have disqualifying criminal convictions. While the matter was pending, the center experienced difficulty with third-party contracts, including liability insurance and workers compensation renewal certification, and went out of business. The center sued under 42 U.S.C. 1983 and state law, claiming tortious interference with business relationships, based on racial animus. After the center also filed in the Ohio Court of Claims, the district court dismissed the claims against ODJFS. The center continued to amend its federal pleadings, including addition of an antitrust claim, but the claims were ultimately dismissed. The Sixth Circuit affirmed, finding that any unwaived claims were barred by the Local Government Antitrust Act.

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Heidi Schumacher signed a renewed lease with Meadowland Apartments. Meadowland later filed an eviction action against Schumacher, alleging that she was in material non-compliance with the lease because Schumacher kept a disruptive dog in her apartment. The magistrate court found that Schumacher's conduct constituted sufficient grounds for termination of the lease. The circuit court affirmed. The Supreme Court affirmed, holding that the magistrate court (1) did not abuse its discretion in denying Schumacher's motion for a continuance, as Schumacher was given a reasonable opportunity to secure evidence on her behalf; (2) did not abuse its discretion in considering evidence of incidents that occurred prior to the term of Schumacher's most recent lease with Meadowland; and (3) did not err in finding that Meadowland provided reasonable accommodations for Schumacher's disability as required under the Fair Housing Amendments Act.

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Appellants Michael and Analisa Jones purchased a home with a loan from a mortgage company, which assigned the note and deed of trust to SunTrust Mortgage. After the Joneses defaulted on their mortgage, the Joneses elected to participate in the Foreclosure Mediation Program (FMP) provided for in Nev. Rev. Stat. 107.086. SunTrust and the Joneses resolved the pending foreclosure by agreeing to a short sale of the Joneses' home. The Joneses, however, never returned the short-sale documents and instead filed a petition for judicial review in the district court, requesting that the court impose sanctions against SunTrust because SunTrust violated section 107.086 and foreclosure mediation rules (FMRs) by failing to provide required documents and mediating in bad faith. The district court (1) denied the petition, finding that the Joneses entered into an enforceable short-sale agreement and therefore waived any claims under section 107.086 and the FMRs; and (2) allowed SunTrust to seek a certificate from the FMP to proceed with the foreclosure based on the terms of the short-sale agreement. The Supreme Court affirmed, holding that the short-sale agreement was an enforceable settlement agreement, and the district court did not abuse its discretion by refusing to impose sanctions against SunTrust.

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Defendant Roberta Shore retained attorney third-party Defendant Nicholas Bokides to represent her in her divorce from William Shore. Pursuant to the divorce decree, William took all interest in the couple's business, Bear River Equipment, Inc., a farm equipment dealership. Roberta had instructed Bokides to provide notice to McCormick International USA, Inc, a Bear River creditor, that she would no longer personally guarantee its advances. Bokides never provided the notice, and McCormick sued Roberta to enforce the guarantee. Roberta brought a third party complaint against Bokides for malpractice. Bokides did not deny the malpractice claim, but alleged that Roberta failed to mitigate her damages because she did not seek to enforce the divorce decree’s mandate that William hold her harmless from all Bear River debts. Bokides appealed the trial court's judgment in Roberta's favor. Roberta cross-appealed the district court's determination that her damages were limited to advances made after entry of the divorce decree. Upon review of the matter, the Supreme Court affirmed: "substantial and competent evidence in the record supports the district court's finding that Roberta reasonably concluded that William was judgment proof and that it would therefore be futile to enforce the divorce decree against him. An implicit corollary of that finding is the finding that McCormick could not successfully seek compensation from William. Thus substantial, competent evidence supports the district court’s determination of the extent of Roberta's damages."

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Gary Fordham, David Thompson, and Venture Sales, LLC appealed a chancery court order that dissolved Venture Sales pursuant to Mississippi Code Section 79-29-802 (Rev. 2009). Walter Ray Perkins owned 27.7 acres of land. Sometime in the late 90s, he was approached by Fordham and Thompson about a potential business venture involving his land. Perkins, Fordham, and Thompson eventually agreed that Fordham and Thompson would acquire the 438 acres of land that adjoined Perkins's land; the parties would combine their respective land, along with some cash, and form a venture to develop the land. Following the contributions, the operating agreement of Venture Sales was revised to reflect the arrangement. The parties signed the new operating agreement in 2000. In February 2010, Perkins filed an application for judicial dissolution of Venture Sales. Following a trial, the chancellor found that, based on the property's history, the company's inability to get funding for development, and the uncertainty regarding the economic climate in the area, it was not reasonably practicable to carry on the business of Venture Sales. The chancellor therefore ordered the company dissolved. Upon review, the Supreme Court determined that the chancellor's decision to order the dissolution of Venture Sales was not an abuse of discretion: substantial evidence existed supporting the chancellor's determination that it was not reasonably practicable for Venture Sales to carry on business in conformity with its operating agreement.

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Defendant-Respondent High Mark Development, LLC owned a commercial building located in the City of Ammon. In 2006, it had leased a portion of the building to The Children's Center, Inc., for a period of ten years. In 2007, High Mark listed the real property for sale through its realtor. Plaintiff-Appellant Thomas O'Shea, a resident of California, learned of the property through a realtor friend in Boise. Appellant and his wife were trustees of the "Thomas and Anne O'Shea Trust u/d/t Dated November 2, 1998," which they had formed to protect their assets and provide for their children. They decided to purchase the real property. The Trust entered into a real estate contract agreeing to purchase the property from Defendant High Mark for $3.7 million. The sale closed late 2007. The Children's Center made no payments to Plaintiffs after they acquired the property. Shortly thereafter, the Children's Center vacated the property, and went out of business. Plaintiffs filed suit against High Mark and two of its principals, Gordon, Benjamin and Jared Arave arguing Defendants had induced them to acquire the property by providing false information that the Children's Center was current in its payments of rent and/or concealing or failing to disclose that the Center had failed to pay all rent due under the lease. Plaintiffs alleged claims for breach of contract and fraud by misrepresentation and nondisclosure against all of the Defendants, but the issues were narrowed after cross motions for summary judgment. The case was tried to a jury on the issues of: High Mark's breach of contract; High Mark's alleged fraud by misrepresentation and nondisclosure; Gordon Arave's alleged fraud by misrepresentation and nondisclosure; and Benjamin Arave's alleged fraud by nondisclosure. The jury returned verdicts in favor of all of those Defendants. The Plaintiffs filed a motion for a judgment notwithstanding the verdict on the issue of liability or, in the alternative, for a new trial, which the district court denied. The Plaintiffs then timely appealed. Upon review, the Supreme Court concluded that the jury could reasonably have determined that the Plaintiffs failed to prove that they were damaged by the breach and that they failed to prove that the breach of contract caused any damages. In addition, the jury could have found that the breach did not cause any damages because the Plaintiffs did not have the right to terminate the contract for the misrepresentation in an estoppel certificate. Therefore, the district court did not err in denying the motion for a judgment notwithstanding the verdict on the breach of contract claim.