Justia Contracts Opinion Summaries

Kerry and Jeanie Cooper entered into a five-year lease agreement with James and Melisa Crouch to lease farmland for pasturing cattle and growing crops. The lease was set to expire in February 2022, but the Crouches terminated it early, citing the Coopers' failure to employ standard best management practices. The Coopers filed a lawsuit for breach of contract, claiming they were not given adequate notice or an opportunity to cure any alleged default as required by the lease.The District Court of Fremont County found that the Crouches breached the lease by failing to provide the required notice and opportunity to cure. The court awarded the Coopers $153,772.05 in damages, which included costs for feed, supplements, trucking, and replacement pasture. The court also reduced the damages by $24,650.35 for the Coopers' failure to mitigate damages by selling leftover hay.The Supreme Court of Wyoming reviewed the case and affirmed the district court's findings. The court held that the Crouches did not provide the Coopers with a meaningful opportunity to cure the alleged default, as the termination letter did not specify how to remedy the issues. The court also rejected the Crouches' first-to-breach defense, stating that they could not rely on the Coopers' alleged breach to excuse their own failure to provide proper notice.However, the Supreme Court found that the district court had erroneously included the costs of the pasture leases twice in its damages calculation. The court remanded the case with instructions to reduce the damages award by $2,660.60, affirming the decision in all other respects. View "Crouch v. Cooper" on Justia Law

JES Farms Partnership sold crops through Indigo Ag's digital platform. In 2021, JES initiated arbitration against Indigo, alleging breach of a marketplace seller agreement and trade rule violations. Indigo counterclaimed, alleging JES breached the agreement and its addenda. JES then sought a federal court's declaratory judgment that Indigo’s counterclaims were not arbitrable and that some addenda were invalid. Indigo moved to compel arbitration based on the agreement's arbitration clause.The United States District Court for the District of South Dakota partially denied Indigo's motion. The court agreed that Indigo’s counterclaims were arbitrable but ruled that the enforceability of the addenda was not arbitrable under the marketplace seller agreement. The court found the arbitration clause "narrow" and concluded that disputes about the addenda's enforceability did not relate to crop transactions. Indigo appealed this decision.The United States Court of Appeals for the Eighth Circuit reviewed the case de novo. The court determined that the arbitration clause in the marketplace seller agreement was broad, covering "any dispute" related to the agreement or transactions under it. The court found that the enforceability of the addenda was indeed a dispute "relating to crop transactions" and thus fell within the scope of the arbitration clause. Consequently, the Eighth Circuit reversed the district court's decision and directed it to grant Indigo’s motion to compel arbitration and address the case's status pending arbitration. View "JES Farms Partnership v. Indigo Ag Inc." on Justia Law

The case involves a dispute between Mary Roth and Gary Meyer, who were in a long-term relationship but never married. They cohabitated and ran a cattle operation together on a property that had a complex ownership history involving various members of Meyer's family. The couple's relationship ended, and Roth sued Meyer, alleging that he had converted some of her cattle and failed to repay loans she had given him.The District Court of Grant County, South Central Judicial District, found in favor of Roth. It ruled that Meyer had gained title to the disputed property through adverse possession and had transferred it to Roth in 2010. The court also found that Meyer had converted 13 of Roth's cattle and breached oral loan agreements with her, ordering him to pay her $52,500.On appeal, the Supreme Court of North Dakota reversed the lower court's decision. It found that the lower court had erred in its findings on adverse possession, the admissibility of certain evidence, the timing of the alleged conversion of cattle, the valuation of the converted cattle, and the enforceability of the loan contracts. The Supreme Court remanded the case to the lower court for further proceedings, instructing it to make new findings based on the existing record. View "Roth v. Meyer" on Justia Law

Nodak Insurance Company (“Nodak”) appealed, and John D. Miller, Jr. d/b/a John Miller Farms, Inc. and JD Miller, Inc. (collectively, “Miller”) cross-appealed a judgment determining Miller’s insurance policy with Nodak provided coverage and awarding Miller damages. The dispute arose from Miller’s sale of seed potatoes to Johnson Farming Association, Inc. (“Johnson”). Miller operated a farm in Minto, North Dakota. During the 2015 planting season, Miller planted seed potatoes. Miller claimed a North Dakota State Seed Department representative inspected the field where the seed was being grown on July 13, July 26, and September 3, 2015, which indicated no problems with the seed crop. On or about September 3, 2015, Miller “killed the vines” in anticipation of and as required to harvest the seed crop. Miller harvested the seed crop between September 18 and September 25, 2015, and the harvested seed crop was immediately taken from the field to Miller’s storage facility south of Minto. n December 31, 2015, Miller and Johnson entered into a contract for the sale of seed potatoes. The contract for sale disclaimed any express or implied warranty of merchantability or fitness for a particular purpose and contained a limitation of consequential damages and remedies. In June or July 2016, Johnson informed Miller of problems with some of the seed potatoes he had purchased. Johnson stated an analysis definitively showed very high levels of the herbicide glyphosate, which caused the problems with the seed potatoes. The seed potatoes did not grow properly, and Johnson alleged damages as a result. It was undisputed the seed potatoes were damaged because an employee of Miller inadvertently contaminated the seed potatoes with glyphosate while they were growing on Miller’s Farm. In July 2016, Miller sought coverage for the loss from Nodak. Because the North Dakota Supreme Court concluded a policy exclusion applied and precluded coverage, the North Dakota Supreme Court reversed the district court's judgment. View "Miller, et al. v. Nodak Ins. Co." on Justia Law

The Supreme Court affirmed the decision of the district court granting summary judgment in favor of Security State Bank (SSB) on Plaintiff's claims and SSB's breach of contract counterclaim, holding that there was no error.When Plaintiff defaulted on several agricultural loans she had obtained from SSB, SSB foreclosed on some of the collateral Plaintiff pledged to secure those loans. Plaintiff then brought this action, alleging, among other things, negligent lending and negligent advising. SSB counterclaimed, alleging, among other things, breach of contract. The district court granted summary judgment in favor of SSB on all claims. The Supreme Court affirmed, holding (1) this Court declines to recognize new causes of action for negligent lending or negligence advising; (2) there were no questions of material fact barring summary judgment on Plaintiff's breach of good faith and fair dealing claim; and (3) the district court did not err in finding that equitable defenses did not preclude entering summary judgment in favor of SSB on his counterclaim for breach of contract. View "Wilcox v. Security State Bank" on Justia Law

Jeff Trosen appealed a judgment and amended judgment awarding damages for a breach of contract claim to the Estate of Shirley Trosen and the Trosen Family Trust and dismissing Jeff’s counterclaim and third-party complaint. A dispute arose over Jeff’s lease of farmland from Shirley. The lease covered the farming seasons of 2017 through 2022. Partial payments were made in 2020 and 2021, leaving balances owed for those years. Shirley and the Trust sued Jeff for breach of contract and to cancel the lease. Jeff argued the district court erred in granting summary judgment on the breach of contract claim and by dismissing his counterclaim and third-party complaint. Finding no reversible error, the North Dakota Supreme Court affirmed the judgments. View "Trosen, et al. v. Trosen, et al." on Justia Law

The Supreme Court reversed the circuit court's order reflecting a jury verdict awarding almost $6 million in compensatory damages, jointly and severally, against KBX, Inc. and three KBX individuals (collectively, Appellants) and other defendants and reversed the court's award of attorney's fees, holding that the court erred in part.In this case involving certain farmers' dispute with KBX, a grain exporter and merchandiser, and the KBX individuals over a series of written contracts for the purchase of rice, the circuit court entered a judgment reflecting the jury's award of compensatory damages against Appellants and other defendants. The court assessed attorney's fees and costs against Appellants as a sanction for alleged spoliation of evidence. The Supreme Court reversed in part, holding (1) without any evidence of deceit in the form of a false representation by KBX or the KBX individuals to the farmers, substantial evidence did not support the jury's verdict on deceit; (2) substantial evidence did not support the jury's verdict on constructive fraud or the farmers' conspiracy claim; (3) the circuit court erred as a matter of law in denying Appellants' motion for directed verdict on the farmers' unjust enrichment claim; and (4) remand was required on the issue of attorney's fees for recalculation of an award consistent with this opinion. View "KBX, Inc. v. Zero Grade Farms" on Justia Law

Defendant appealed from so much of the district court's judgment that orders him, jointly and severally with his codefendants Orel, to pay plaintiffs, suppliers of perishable goods, a total of $606,664.87, including principal amounts totaling $473,268.82, plus interest and attorneys' fees, because Orel failed to pay plaintiffs for goods purchased, and because of the dissipation of the statutory trust imposed on Orel's assets for the benefit of unpaid suppliers, in violation of the Perishable Agricultural Commodities Act (PACA). The district court granted plaintiffs' motion for summary judgment holding defendant liable on the ground that he was a person in control of the trust assets.The Second Circuit concluded that partial summary judgment was appropriate with respect to $40,000 of PACA trust assets that were placed in defendant's personal bank account, but that whether he had the necessary degree of control over other assets could not be resolved as a matter of law. In this case, defendant was neither an owner nor an officer of Orel. Accordingly, the court vacated the judgment in part and remanded for trial on the issue of defendant's control over other Orel assets. View "S. Katzman Produce Inc. v. Yadid" on Justia Law

Phytelligence, an agricultural biotechnology company that used tissue culture to grow trees, and Washington State University (WSU) contracted for the propagation of WSU's patented “WA 38” apple trees. Section 4 of the agreement was entitled “option to participate as a provider and/or seller in [WSU] licensing programs.” The parties acknowledged that WSU would need to “grant a separate license for the purpose of selling.” Phytelligence expressed concern about the “wispy forward commitment.” WSU responded that “Phytelligence and others would have a shot at securing commercial licenses.”WSU later requested proposals for commercializing WA 38. Phytelligence did not submit a proposal. WSU accepted PVM’s proposal, granting PVM an exclusive license that required PVM to subcontract exclusively with NNII, a fruit tree nursery association, to propagate and sell WA 38 trees. Phytelligence later notified WSU that it wanted to exercise its option. WSU responded that PVM was WSU’s “agent.” Phytelligence rejected PVM’s requirement to become an NNII member and two non-membership proposals for obtaining commercial rights to WA 38. WSU terminated the Propagation Agreement, alleging that Phytelligence breached the Agreement when it sold WA 38 to a third-party without a license and that such actions infringed its plant patent and its COSMIC CRISP trademark.Phytelligence sued, alleging breach of the Agreement. The Federal Circuit affirmed summary judgment in favor of WSU. Section 4 is an unenforceable agreement to agree. WSU did not commit to any definite terms of a future license. View "Phytelligence Inc. v. Washington State University" on Justia Law

The United States District Court for the Southern District of Georgia certified three questions to the Georgia Supreme Court regarding the scope of the Georgia Dealers in Agricultural Products Act, Ga. L. 1956, p. 617 (codified as amended at OCGA sections 2-9-1 to 2-9-16) (“the Act”). At issue was the effect of the Act’s provisions upon contracts entered into by an agricultural products dealer that failed to obtain a license from the Georgia Commissioner of Agriculture: in this case, a contract entered into between San Miguel Produce, Inc. (“San Miguel”), a California corporation, and L. G. Herndon Jr. Farms, Inc. (“Herndon Farms”), a Georgia corporation. The Supreme Court concluded: (1) an entity as described by the district court did qualify as a dealer in agricultural products under the Act and was not exempt under OCGA 2-9-15 (a) (1), with the limited exception of specific transactions “in the sale of agricultural products grown by [itself];” (2) the Act’s licensing requirements were part of a comprehensive regulatory scheme in the public interest and not merely a revenue measure; and (3) if a dealer has failed to obtain a license as required by OCGA 2-9-2, it may not recover under a contract to the extent that the contract relates to business coming within the terms of the Act. View "San Miguel Produce, Inc. v. L.G. Herndon, Jr. Farms, Inc." on Justia Law