Justia Contracts Opinion Summaries

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After Hospital declined to renew the privileges of Physician due to repeated complaints about Physician, Physician sued for damages. Hospital claimed immunity under the Health Care Quality Improvement Act (HCQIA). The circuit court granted summary judgment to Hospital, and the court of special appeals affirmed. The Court of Appeals granted certiorari to answer whether in the context of a summary judgment proceeding, the presumption of HCQIA immunity is rebutted upon the showing of material facts in dispute regarding the physician's reporting of substandard medical care and attempts to improve the quality of the care in the hospital system. The Court affirmed, holding (1) evidence of retaliation will not prevent summary judgment on HCQIA immunity unless it can permit a rational trier of fact to conclude that (i) the defendant failed to comply with the standards for immunity set forth in 42 U.S.C. 11112(a), or (ii) the action was not a "professional review action" under 42 U.S.C. 11151(9); and (2) in this instance, Physician did not produce evidence sufficient to convince a rational trier of fact that Hospital failed to satisfy the standards for immunity set forth in HCQIA, and therefore, summary judgment was warranted.

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In this appeal, the Supreme Court reviewed the court of appeals' determination that Thomas Banner's assignment of his voting rights and right to receive distributions to Plaintiff Elizabeth Condo was ineffective because it violated an anti-assignment clause in the "Hut at Avon, LLC’s" (Hut Group) operating agreement. Plaintiff brought a tort action against the other members of the Hut Group, Thomas Conners and George Roberts, and the attorney who allegedly assisted them in purchasing Banner's membership interest in the Hut Group. She claimed that Defendants' purchase of Banner's membership interest tortiously interfered with his prior assignment to her and that that interference amounted to civil conspiracy because it was intended to destroy the value of her assignment. The Supreme Court held that the attempted assignment of the member's right to receive distributions and effective transfer of voting rights was invalid because it was made without the consent of the other members of the LLC, in violation of the anti-assignment clause in the operating agreement. Furthermore, because the Colorado LLC statute evinced a preference for the freedom of contract, the Court held that the anti-assignment clause at issue here rendered each LLC member powerless to make an assignment without the consent of all members and therefore was without any legal effect.

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Anthony Alsidez died in a single-car accident after a passenger, Gregory Segura, grabbed the steering wheel of the Jeep Anthony was driving. The Jeep was owned by Melissa Alsidez, Anthony's mother, who had a policy with American Family Mutual Insurance Company. Melissa filed a negligence suit against Segura, combined with a coverage action against American Family. After Melissa settled with Segura at an amount that did not compensate her for her claimed loss, Melissa sought to recover underinsured motorist coverage from American Family. The district court granted summary judgment in favor of Melissa, holding, among other things, that the exclusion from the underinsured coverage in Melissa's policy for vehicles "owned by or furnished or available for the regular use of you or a relative" was not void as against public policy. The Supreme Court affirmed, holding that the district court did not err in its judgment where (1) the Jeep was not an "underinsured vehicle" under the policy, and (2) the "regular use" exclusion was consistent with the Uninsured and Underinsured Motorist Insurance Coverage Act and not void as against public policy.

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Brian Fitzgerald appealed for a second time the district court's award to him of $33,333 in quantum meruit - for his services in a medical malpractice case appellee had settled on behalf of Wende Nostro, a client Fitzgerald had referred to appellee - based on the unjust enrichment he conferred on appellee. The court held that the initial measure of Fitzgerald's quantum meruit award was one-third of appellee's $500,000 recovery from the Nostro settlement, or $166,666. The court further held that the $166,666 amount should be reduced to the extent Fitzgerald decreased the overall value to appellee of the Nostro case. Accordingly, the court vacated the district court's order and remanded with instructions that the district court enter a final quantum meruit award of $100,000 for Fitzgerald.

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Border States Paving was awarded the prime contract by the state DOT for a road project. Border States entered into a subcontract with Morris, Inc. for aggregates and work on the project. During work on the project, the DOT orally informed Morris that certain materials passed the soundness test. However, the materials actually failed. Ultimately, the paving was not completed by the seasonal deadline. When the project was completed the next year, the DOT paid Border States in full. Border States withheld several thousand dollars from Morris for costs associated with the project because it believed Morris defaulted in its contractual obligations under the subcontract. Morris brought suit against the DOT, alleging that the DOT breached its express and implied contractual obligations owed to Morris and that the DOT breached its implied contractual obligation of good faith and fair dealing. The circuit court ruled in favor of Morris and awarded Morris damages. The Supreme Court reversed, holding that there was insufficient evidence that the DOT's erroneous pass report proximately damaged Morris where there was no evidence in the record that this error alone caused the project to not get completed by the deadline.

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After Leon Coleman failed to perform eight construction contracts for detached homes, he was convicted of eight counts of theft by deception and eight counts of failure to escrow under Deposits on New Homes Subtitle (Act). The court of special appeals reversed, holding that the Act did not apply and that there was insufficient evidence of intent to support the theft convictions. The Court of Appeals affirmed, holding (1) the evidence was insufficient to conclude that Coleman intentionally deprived buyers of their property, as required under the theft statute; and (2) the plain meaning of the Act indicated that it did not apply to Coleman.

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Roy Allen died in 2005. After a drawn-out legal struggle, the orphans' court approved an account of his estate in 2009. Before the personal representative (Appellee) would make the distribution under that account, she required that Allen's children sign a document releasing her from liability related to her duties as personal representative. Allen's sons (Appellants) refused to sign and return the document. The orphans' court ordered Appellants to sign, but they again refused. The court of special appeals affirmed the order of the orphans' court. The Court of Appeals affirmed, holding (1) Md. Code Ann. Est. & Trusts 9-111 entitles a personal representative to obtain a release when she requests one; and (2) an orphans' court may order heirs and legatees to sign such releases when requested.

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Liberty Group (Liberty) retained Reliable Copy Service (Reliable) to provide services in connection with litigation. Later, Reliable filed a complaint in a Pennsylvania court of common pleas in an effort to collect on the sums owed. The Pennsylvania court subsequently entered a default judgment against Liberty. Following the end of the litigation in the Pennsylvania court, a Maine superior court entered a judgment in favor of Reliable and issued a writ of execution at Reliable's request. Liberty filed a motion for relief from judgment, arguing that the Pennsylvania default judgment was not enforceable in Maine because the Pennsylvania default judgment was void. The superior court denied the motion. The Supreme Court affirmed, holding (1) the Pennsylvania judgment suffered from no jurisdiction defect or due process impediment that would render it void pursuant to Me. R. Civ. P. 60(b)(4); and (2) Liberty's procedural due process rights were not violated when Reliable requested and received from the Pennsylvania court an increased damages award.

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After Tenants failed to pay rent for the last four months of living in a home owned by Landlord, Landlord commenced a forcible entry and detainer action against Tenants. Landlord did not respond to Tenants' request for a return of their security deposit. Tenants subsequently commenced a small claims action against Landlord seeking to recover double damages for their security deposit. Landlord, in turn, filed a small claims action against Tenants seeking damages for unpaid rent and late fees. The district court awarded Landlord four months of unpaid rent and late fees and awarded Tenants the amount of their security deposit. The superior court affirmed. Tenants appealed, contending, inter alia, that Landlord's competing small claims action should not have been permitted to proceed until she returned their security deposit. The Supreme Court affirmed, holding (1) because neither the security deposit statute nor the lease prohibited Landlord from bringing a separate claim for breach of other terms of the rental agreement, the district court did not err in considering Landlord's small claims action simultaneously with Tenants' claim; and (2) the district court did not err in refusing to impose double damages, attorney fees, and costs.

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JB Mineral Services, LLC (JB), appealed the grant of summary judgment declaring an oil and gas lease terminated and awarding statutory damages, costs, and attorney fees to Dahn P. Beaudoin and J. Willard Beaudoin, as trustees of the William Beaudoin Irrevocable Mineral Trust (Beaudoins). JB sought to lease the Beaudoins' oil and gas interests, and sent a lease, a supplemental agreement and a document it alleged was a "120-say sight draft" for $165,000. Later, JB sent a revised lease and a 25-day sight draft to Beaudoins, reflecting JB's claim that Beaudoins owned 3.68 fewer mineral acres than covered in the original lease. The revised lease would also have extended the term of the lease approximately six months longer than a July 2009 lease. Beaudoins never executed or agreed to the revised lease and did not present the second sight draft for payment. Beaudoins claim that the "termination date" under the supplemental agreement was January 12, 2010, which was 120 business days after they signed the lease and supplemental agreement in July, 2009. JB's position was that it had until January 20, 2010, to pay a supplemental bonus payment by funding the July 2009 sight draft. Beaudoins' counsel responded by faxed letter dated January 20, 2010, reiterating that the lease had already terminated and was invalid. JB never authorized payment of the July 2009 sight draft, but recorded the original July 2009 lease on January 20, 2010. Beaudoins sued JB to have the lease declared invalid and for statutory damages, costs, and attorney fees. Upon review, the Supreme Court affirmed summary judgment in favor of the Beaudoins, finding the district court did not err in concluding JB failed to timely pay or tender the sum required to continue the 2009 lease and that the lease automatically terminated by its express terms.