
Justia
Justia Contracts Opinion Summaries
Randall v. Randall
Esther Randall, the mother of plaintiff Elton Randall and defendant Deborah Randall, executed a will leaving her residuary estate to her four children. After Esther's death, Deborah, as executrix of her mother's estate, filed in probate court a petition for the sale of real property in the estate. Elton then filed a claim to the property, alleging that his parents had made an agreement with him before their deaths that the premises would pass to him. The probate court granted the petition to sell the property and disallowed Elton's claim to the property. Elton appealed to the superior court. The court dismissed Elton's appeal, finding that Elton failed to prove by clear and convincing evidence the existence of the oral contract with his parents and, therefore, Elton's claim to the property was barred by the statute of frauds. On appeal, the Supreme Court affirmed, holding that the trial justice did not clearly err in concluding that Elton had failed to prove the existence of an oral agreement with his parents.
Marsh USA Inc., et al. v. Cook
Petitioner filed suit against respondent for breach of contract and breach of fiduciary duty. Respondent had been employed by petitioner since 1983 and rose to become a managing director. In 2005, respondent signed a Non-Solicitation Agreement and notice form stating that he wanted to exercise a stock option to acquire 3000 shares of stock of petitioner's parent company. At issue was whether a covenant not to compete signed by a valued employee in consideration for stock options, designed to give the employee a greater stake in the company's performance, was unenforceable as a matter of law because the stock options did not give rise to an interest in restraining competition. The court held that, under the terms of the Covenants Not to Compete Act (Act), Tex. Bus. & Com. Code 15.50, 52, the consideration for the noncompete agreement (stock options) was reasonably related to the company's interest in protecting its goodwill, a business interest the Act recognized as worthy of protection. Therefore, the noncompete was not unenforceable on that basis. Accordingly, the court reversed the court of appeal's judgment and remanded to the trial court for further proceedings.
Branded Trailer Sales, Inc. v. Universal Truckload Services, Inc.
Plaintiff Branded Trailer Sales, Inc. (Branded) appealed a circuit court judgment that dismissed its case against Universal Truckload Services for lack of personal jurisdiction. A customer contacted Branded about having some flatbed trailers designed and manufactured. Branded contacted Universal for a recommendation for companies that could do the work. Universal recommended Liddell Trailers, LLC to design and manufacture the trailers. Branded entered into a contract with Liddell. The contract provided that Universal would buy several of the specially-designed trailers from Branded. Liddell later contacted Branded that the price for each trailer would increase from their previously-agreed cost, and that it would take longer for the components to be assembled. Branded would later learn that Universal negotiated a deal directly with Liddell to provide the same trailers at a lower price, excluding Branded from the agreement. Branded filed suit alleging that Universal and Liddell had intentionally interfered with the Branded-Liddell contract. Upon review, the Supreme Court found sufficient evidence that Branded made detailed assertions regarding its theories of personal jurisdiction, and the record reflected Branded presented that evidence to support those assertions. Therefore, the Court found that the trial court exceeded its discretion when it granted Universal's motion to dismiss. The Court reversed the trial court's judgment and remanded the case for further proceedings.
Commodity Futures Trading Commission v. Walsh, et al.
Plaintiffs sued the former spouse of Stephen Walsh, who was a defendant in related actions brought by plaintiffs, alleging that the property derived from Walsh's illegal securities activities went into the former spouse's possession under the parties' separation agreement and divorce decree. At issue, in certified questions to the court, was whether the former spouse had a legitimate claim to those funds, which would prevent plaintiffs from obtaining disgorgement from her. The court held that an innocent spouse who received possession of tainted property in good faith and gave fair consideration for it should prevail over the claims of the original owner or owners consistent with the state's strong public policy of ensuring finality in divorce proceedings.
Hunter v. Reece
Ron and Linda Reece and Greg and Staci Hunter agreed to flip a house and put their agreement in writing. Mr. Reece supplied the labor and submitted invoices for expenses incurred to Mrs. Hunter. Later, the Hunters became dissatisfied with the progress on the project, told Mr. Reece to stop working on the project, and hired other contractors to complete the project. The Reeces then filed suit against the Hunters, alleging that, under the contract, the Reeces were entitled to payment for Mr. Reece's labor on the project in addition to one half of the profits. The district court found that the parties' contract was not valid because there had been no meeting of the minds regarding an essential term of the agreement, that being whether Mr. Reece was to be paid for his work in addition to receiving one half of the profits. The court then invoked the theory of unjust enrichment to award all of the profits to the Reeces. The Hunters appealed. The Supreme Court reversed, holding that, given the language of the written agreement and the parties' stipulation that it was a valid contract, the district court erred in finding there was no contract.
State ex rel. Mylan, Inc. v. Zakaib
In two consolidated original jurisdiction actions, petitioners Mylan, Inc., Mylan Pharmaceuticals, Inc., and Mylan Technologies, Inc. sought writs of prohibition in two actions pending in the circuit court of Kanawha County. In each action, the circuit court denied a motion filed by petitioners to dismiss the case on the basis of forum non conveniens. Petitioners filed a petition for a writ of prohibition, asserting that each of the circuit judges erred in applying the forum non conveniens statute, W. Va. Code 56-1-1a, and seeking to prohibit the circuit court from refusing to dismiss their actions. In a show cause order, the Supreme Court held that the circuit court erred in failing to make findings of fact and conclusions of law regarding the eight factors listed for consideration in Section 56-1-1a. The Court, therefore, granted the writs and remanded the actions.
The RGH Liquidating Trust v. Deloitte & Touche LLP, et al.
This case stemmed from Reliance Group Holdings, Inc.'s ("RGH") and Reliance Financial Services Corporation's ("RFS") voluntary petitions in Bankruptcy Court seeking Chapter 11 bankruptcy protection and the trust that was established as a result. The trust subsequently filed an amended complaint alleging actuarial fraud and accounting fraud against respondents. At issue was whether the trust qualified for the so-called single-entity exemption that the Securities Litigation Uniform Standards Act of 1998 ("SLUSA"), 15 U.S.C. 77p(f)(2)(C); 78bb(f)(5)(D), afforded certain entities. The court held that the trust, established under the bankruptcy reorganization plan of RGH as the debtor's successor, was "one person" within the meaning of the single-entity exemption in SLUSA. As a result, SLUSA did not preclude the Supreme Court from adjudicating the state common law fraud claims that the trust had brought against respondents for the benefit of RGH's and RFS's bondholders. Accordingly, the court reversed and reinstated the order of the Supreme Court.
Dairyland Power Coop. v. United States
The U.S. Department of Energy breached its agreement to accept spent nuclear fuel from nuclear power utilities, including plaintiff, a Wisconsin power cooperative, no longer in operation. Plaintiff maintains 38 metric tons of spent uranium on its property. Had DOE not breached the agreement, the material would have been removed in 2006. Plaintiff joined a consortium of 11 utilities to develop a private repository. The district court awarded about $37.6 million: $16.6 million for maintaining the fuel on-site from 1998 to 2006, $12 million for investment in the consortium, and $6.1 million for various overhead costs associated with mitigation. The Federal Circuit vacated in part. The claims court properly determined that plaintiff was entitled to damages for the entire period, 1999-2006; properly awarded overhead; properly offset the consortium costs; but should have limited the award with respect to the consortium to expenses incurred for mitigation.
House of Flavors, Inc. v. TFG-Michigan, L.P.
Plaintiff financed an ice cream hardening system. The lender held title and leased the equipment to plaintiff, but refused to set an end-of-lease purchase price. The final agreement did not refer to an estimate in a side letter or conversations concerning the lease price. Two years after the equipment was installed, plaintiff suggested an early buy-out. When the parties were unable to agree to a price, plaintiff filed suit alleging breach of contract and the covenant of good faith and fair dealing, violation of the Utah Unfair Practices Act, promissory estoppel and fraud. The district court rejected other claims, but held that the lender had fraudulently professed, in a side letter, to have estimated 12 percent as the price when, in fact, it had no estimate. The court ordered the lender to convey the equipment and refund to plaintiff part of the payments made under the agreement. The First Circuit affirmed the award of title, but remanded for recalculation of the refund. The transfer of title was an expected outcome of the contract and the evidence supported a finding of fraud.
Gemini Investors Inc. v. Ameripark, Inc.
Defendant is a valet parking business and executed a letter of intent to buy a competing company for $16 millions. An outline of a financing agreement under negotiation with a private equity group contained exclusivity and confidentiality provisions. While that agreement was in effect, the defendant's founder negotiated financing from a company that owned 24.9 % of defendant company. The private equity company sued. The district court entered judgment in favor of defendant. The First Circuit affirmed. The district court properly declined to instruct the jury on the lost opportunity theory of causation and damages; at most, the equity group was deprived of a contractually guaranteed right to prevent defendant from negotiating financing with others. The court properly instructed the jury that the exclusivity provision reference to discussing financing with "any person or entity" was ambiguous.