Justia Contracts Opinion Summaries

Girdwood Mining Company transferred stock and mineral royalty interests to Comsult LLC pursuant to a contract between the parties. Girdwood Mining later refused to perform its obligations with respect to the stock and royalty interests, arguing that the contract transferring the stock and royalty interests was illegal. The superior court ruled that because the contract was illegal, it would not grant relief to either party. Comsult appealed seeking enforcement of its stock and royalty interests. the Alaska Supreme Court held that Comsult’s stock and royalty interests and its rights to enforce them remained valid, and therefore reversed the superior court’s decision. View "Comsult LLC v. Girdwood Mining Company" on Justia Law

This case involved a cancelled contract between Richard Feeney and Alaskan Wind Industries (AWI), a renewable energy contractor, for the sale and installation of a wind turbine on Feeney’s property in Homer. Feeney cancelled a contract to install a wind turbine on his property and sued AWI to recover his down payment. The contractor filed a counterclaim for breach of contract. The superior court concluded that the contractor was required to be licensed by the State and had misrepresented its licensing status. It also concluded that the contractor could not maintain the counterclaim because the contractor was unregistered. The court ordered the contract rescinded and the contractor to return the down payment less a setoff covering costs incurred in the transaction. The contractor failed to pay and the court amended the judgment to include the contractor’s individual owners and a successor company. The contractor’s individual owners appealed the licensing determination and the amended judgment. The property owner cross-appeals the setoff calculation. The Alaska Supreme Court concluded that the court erred only in its setoff calculation. View "Daggett v. Feeney" on Justia Law

Tok Hwang owned a lessee interest in, and related improvements on, a commercial lot (the leasehold) near the Denali National Park entrance. Hwang leased the lot from a third party for $20,000 annually. Hwang subleased the leasehold to Alaska Fur Gallery, Inc. in April 2012. The sublease (the lease) provided that Alaska Fur would pay $55,000 annual rent for a three-summer term. The disputed provision stated, in full: “Lease includes an option to purchase premises with lease amount to be applied to negotiated purchase price.” When the sublessee attempted to exercise the option the lessee declined to sell, claiming the option was unenforceable. The sublessee sued, seeking, among other things, to enforce the option provision. The superior court held that the provision was too uncertain to enforce either as an option or as an agreement to negotiate. The sublessee appealed; but finding no reversible error in the superior court’s decision, the Supreme Court affirmed. View "Alaska Fur Gallery, Inc. v. Hwang" on Justia Law

A tour company hired an Ronald Burton ("employee") to work the tourist season as one of its representatives at a Fairbanks hotel where he had worked seasonally in the past. During training, hotel management recalled that the employee had been difficult to work with. They told the tour company they did not want him working at their hotel and, in explaining their decision, made several unfounded statements about him. When the tour company was unable to place the employee at a different hotel because of his limited transportation, it terminated his employment. The employee sued the hotel for defamation and for tortious interference with his prospective business relationship with his employer. Following a bench trial the superior court rejected the tortious interference claim based on lack of causation but found that several of the hotel’s statements were defamatory per se, justifying an award of general damages but not special or punitive damages. The court also denied the employee’s motion to amend his complaint to add a new defamation claim based on events that arose mid-trial. The employee appealed. After its review, the Alaska Supreme Court concluded: (1) the superior court did not abuse its discretion in denying the employee’s post-trial motion to amend his complaint; (2) the court did not clearly err in its application of a conditional business privilege or in its finding that the defamation did not cause the employee’s damages; and (3) the court did not clearly err in its award of damages. View "Burton v. Fountainhead Development, Inc." on Justia Law

A woman was admitted to a hospital emergency room with pregnancy-related complications. The attending physician recommended that she be transported by medivac to a different facility. The woman and her husband informed the physician that they needed their insurer’s preauthorization for that course of action or they could be personally liable for the costs. The physician allegedly promised to call the insurer and, if it would not approve the medivac, have the hospital bear the costs itself. But the physician failed to contact the insurer until much later, and the insurer declined coverage. The couple sued the physician and the hospital, alleging that the physician breached her fiduciary duty by failing to obtain preauthorization as promised; that her promise created an enforceable contract, which was breached; and that if there was no contract the physician’s promise should be enforced through the doctrine of promissory estoppel. The superior court granted summary judgment to the physician and hospital. The couple appealed. After review, the Alaska Supreme Court held that the superior court did not err when it ruled in favor of the physician and hospital on the claims for breach of fiduciary duty and breach of contract, but that genuine issues of material fact precluded summary judgment on the claim for promissory estoppel. The Court reversed and remanded for further proceedings. View "Thomas v. Archer" on Justia Law

Williams Alaska Petroleum owned the North Pole refinery until 2004. Williams knew that the then-unregulated chemical sulfolane was present in refinery property groundwater, but it did not know that the sulfolane had migrated off the refinery property via underground water flow. Flint Hills Resources Alaska bought the North Pole refinery from Williams in 2004 pursuant to a contract that contained detailed terms regarding environmental liabilities, indemnification, and damages caps. Almost immediately the Alaska Department of Environmental Conservation informed Flint Hills that sulfolane was to be a regulated chemical and that Flint Hills needed to find the source of the sulfolane in the groundwater. The Department contacted Flint Hills again in 2006. Flint Hills’s environmental contractor repeatedly warned Flint Hills that sulfolane could be leaving the refinery property and that more work was necessary to ascertain the extent of the problem. In 2008, Flint Hills drilled perimeter wells and discovered the sulfolane was migrating beyond its property and had contaminated drinking water in North Pole. A North Pole resident sued Flint Hills and Williams, and Flint Hills cross-claimed against Williams for indemnification. After extensive motion practice the superior court dismissed all of Flint Hills’s claims against Williams as time-barred. Flint Hills appealed. After review, the Supreme Court held that the superior court correctly applied the contract’s damages cap provision, but concluded that the court erred in finding Flint Hills’s contractual indemnification claims and part of its statutory claims were time-barred. The Court also affirmed the court’s dismissal of Flint Hills’s equitable claims. View "Flint Hills Resources Alaska, LLC v. Williams Alaska Petroleum, Inc." on Justia Law

A mining company contracted with a consultant to help the company obtain new capital investments. The company later brought suit against the consultant, seeking a declaratory judgment that the contract violated Alaska securities law. The company also sought equitable rescission of the contract and cancellation of shares of stock and royalty interests granted under the contract. The superior court granted summary judgment to the consultant on two grounds: (1) the company’s suit was barred as a matter of law by AS 45.55.930(g); and (2) the company’s suit was barred as a matter of law by res judicata in light of a prior suit instituted by the consultant against the company in which the company did not raise its present claims defensively. Upon review of the trial court record, the Supreme Court reversed the superior court’s grant of summary judgment on both grounds, finding questions of fact still existed. View "Girdwood Mining Company v. Comsult LLC" on Justia Law

This appeal stemmed from a 1984 gravel lease, a later sublease, and overriding royalty payments under the sublease. The Supreme Court had vacated a judgment in favor of Alicia Totaro, the sublease’s overriding royalty interest holder, and remanded for a determination whether the original gravel lease between Herman Ramirez and Bill Nelson (d/b/a Cosmos Developers, Inc.), was an exclusive lease for purposes of gravel removal. The superior court conducted an evidentiary hearing and found that Ramirez and Nelson intended the original gravel lease to be an exclusive lease. That finding led to the conclusion that the sublease from Cosmos to AAA Valley Gravel, Inc. was exclusive and that AAA Valley Gravel’s gravel extraction under the sublease triggered continued overriding royalty obligations to Totaro. Because AAA Valley Gravel had discontinued the overriding royalty payments to Totaro in 1998 when it purchased the property from Ramirez, the superior court entered judgment in favor of Totaro for nearly $1 million in past royalty payments, interest, costs, and attorney’s fees. AAA Valley Gravel appealed, arguing that the superior court erred by: (1) failing to rule that the original gravel lease’s failure to mention exclusivity rendered the gravel lease non-exclusive as a matter of law; (2) implying exclusivity in the original gravel lease as a matter of law; (3) placing the burden of persuasion on the exclusivity issue on AAA Valley Gravel; (4) finding that the original gravel lease conveyed an exclusive right to extract gravel from Ramirez’s property; (5) failing to find that the original gravel lease expired 10 to 12 years after its inception; and (6) failing to specify in the final judgment when the original gravel lease would terminate. Ramirez, nominally an appellee in this appeal, also contended that the superior court erred; Ramirez essentially joined in most of AAA Valley Gravel’s arguments. The Supreme Court affirmed the superior court’s judgment. View "AAA Valley Gravel, Inc. v. Totaro" on Justia Law

A client sued his lawyer for breach of contract, breach of fiduciary duty, misrepresentation, and professional negligence in a fee agreement dispute. After a jury found in favor of the lawyer and judgment was entered, the client appealed, arguing that the superior court erred by issuing certain jury instructions regarding contract interpretation and by denying the client's motion for a new trial or judgment notwithstanding the verdict. Upon review, the Supreme Court concluded that any error in the superior court's jury instructions was not prejudicial, and affirmed the superior court's decision to deny the client's post-trial motions because there was sufficient evidence for the jury to find for the lawyer on each of the claims. View "Zamarello v. Reges" on Justia Law

In 2005, appellants Max and Peggy Espeland refinanced their home with E-Loan, Inc. Shortly thereafter, their loan was purchased by another bank and securitized. The Espelands eventually defaulted on the loan and their home was sold in a non-judicial deed of trust foreclosure. The Espelands brought an action in the superior court to void the sale, arguing mainly that inconsistencies in and multiple transfers of the loan and security documents caused defects in the chain of title. The superior court disagreed and granted summary judgment against the Espelands. The Espelands appealed. Thereafter, the Espelands moved for relief from judgment, citing fraud by the defendants. The superior court denied this motion. The Espelands filed a second appeal, and the Supreme Court consolidated the two appeals for decision. Because the Espelands did not produce any evidence of defects with the chain of title or with the foreclosure, the Supreme Court affirmed the superior court’s grant of summary judgment. Because after reviewing the record the Court saw no evidence of fraud or malfeasance, it affirmed the superior court’s denial of the motion for relief from judgment. View "Espeland v. OneWest Bank, FSB" on Justia Law