Justia Contracts Opinion Summaries

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

Williams Alaska Petroleum owned and operated a refinery, which ConocoPhillips Alaska supplied with crude oil. ConocoPhillips demanded that Williams tender a payment of $31 million as adequate assurances of Williams’s ability to perform if an ongoing administrative rate-making process resulted in a large retroactive increase in payments that Williams would owe ConocoPhillips under the Exchange Agreement. ConocoPhillips offered to credit Williams with a certain rate of interest on that principal payment against a future retroactive invoice. Williams transferred the principal of $31 million but demanded, among other terms, credit corresponding to a higher rate of interest. Williams stated that acceptance and retention of the funds would constitute acceptance of all of its terms. ConocoPhillips received and retained the funds, rejecting only one particular term in Williams’s latest offer but remaining silent as to which rate of interest would apply. Years later, after the conclusion of the regulatory process, ConocoPhillips invoiced Williams retroactively pursuant to their agreement. ConocoPhillips credited Williams for the $31 million principal already paid as well as $5 million in interest calculated using the lower of the two interest rates. Williams sued ConocoPhillips, arguing that a contract had been formed for the higher rate of interest and that it was therefore owed a credit for $10 million in interest on the $31 million principal. The superior court initially ruled for Williams, concluding that a contract for the higher rate of interest had formed under the Uniform Commercial Code when ConocoPhillips retained the $31 million while rejecting one offered term but voiced no objection to Williams’s specified interest term. On reconsideration, the superior court again ruled for Williams, this time determining that a contract for the higher rate of interest had formed based on the behavior of the parties after negotiation under the UCC, or, in the alternative, that Williams was entitled to a credit for a different, third rate of interest in quantum meruit. The superior court also ruled in favor of Williams on all issues related to attorney’s fees and court costs. ConocoPhillips and Williams both appealed. Upon review, the Supreme Court concluded that the superior court was right the first time and that the parties entered into a contract for the higher rate of interest under the UCC. View "ConocoPhillips Alaska, Inc. v. Williams Alaska Petroleum, Inc." on Justia Law

When Appellant Todd Christianson was sued by a former employee for severe personal injuries suffered while working for appellant's landscaping business, appellant tendered his defense to his general liability insurer. It did not accept his tender - instead, it sent him a letter that told him he should defend himself, noting an exclusion for claims of employees. Appellant then began to incur defense expenses. No insurer on the policies obtained by appellant's insurance broker, Conrad-Houston Insurance (CHI), ever defended him in the lawsuit. Nearly four years after receiving the insurer’s letter, appellant sued CHI for malpractice. After conducting an evidentiary hearing, the superior court applied the discovery rule and dismissed the malpractice lawsuit because it was filed after the applicable three-year statute of limitations had run. The superior court ruled that because the insurer’s letter put appellant on notice he might have a claim against CHI, the statute of limitations had begun to run more than three years before appellant sued CHI. Finding no reversible error, the Supreme Court affirmed the superior court. View "Christianson v. Conrad-Houston Insurance" on Justia Law

Bachner Company and Bowers Investment Company were unsuccessful bidders on a public contract proposal. They filed a claim for intentional interference with prospective economic opportunity against four individual procurement committee members. The superior court found that the bidders failed to present a genuine issue of material fact regarding the committee members' alleged bad faith conduct. The superior court then held that the committee members were protected by qualified immunity and that the lawsuit was barred by the exclusive remedy statute. The bidders thereafter appealed. Upon review, the Supreme Court concluded that the bidders indeed failed to present a genuine issue of material fact regarding the committee members' alleged bad faith. Furthermore, the exclusive remedy statute barred the bidders' suit. Accordingly, the Court affirmed the trial court's decision. View "Bachner Company, Inc. v. Weed" on Justia Law

Michele Beach sued a clinic and its executive director, alleging that they had breached the implied covenant of good faith and fair dealing by conducting an unfair investigation and unlawfully retaliating against Beach for her suggestions about improvements in security systems. Beach had worked for the clinic when the clinic's executive director concluded that prescription drug records had been systematically falsified and that Beach was responsible. The superior court granted summary judgment to the defendants, and Beach appealed. Finding no reversible error, the Supreme Court affirmed the superior court. View "Beach v. Handforth-Kome" on Justia Law

The issue on appeal before the Supreme Court concerned a contract dispute between Appellant North Pacific Erectors, Inc. and the Alaska Department of Administration. North Pacific and the Department contracted for a renovation and asbestos removal project in a State office building. After work began, North Pacific requested additional payment for the asbestos removal, claiming there was a differing site condition that made the project more labor-intensive than it had expected. The Department denied the differing site condition claim, and North Pacific filed an administrative appeal. A hearing officer recommended that North Pacific was entitled to additional compensation. But the hearing officer's recommendation was rejected, and a final agency decision was issued denying North Pacific's claim for additional compensation. North Pacific challenged the agency decision in superior court, arguing that the agency decision was procedurally flawed and incorrectly resolved the contract issues. The superior court affirmed the agency decision. North Pacific appealed. The Supreme Court concluded that even if North Pacific could prevail on its differing site condition claim or its procedural claims, its failure to comply with express provisions of the contract would have barred recovery. Therefore, the Court affirmed the superior court's decision affirming the agency decision. View "North Pacific Erectors, Inc v. Alaska" on Justia Law

The Aleut Corporation terminated its chief executive officer, Troy Johnson. He challenged the termination, and according to his employment contract, the matter was submitted to binding arbitration. That agreement contained a broad arbitration clause providing that "[a]ny and all disputes . . . arising out of, relating in any way to or in connection with this Agreement and/or Executive's employment with or termination of employment from the Company . . . shall be solely settled by an arbitration." The parties disputed whether the Corporation had violated the contract by terminating Johnson and whether Johnson's alleged breach of contract justified the termination. The arbitrator awarded damages to Johnson, finding the Corporation violated the contract. The Aleut Corporation petitioned the superior court to vacate the arbitrator's decision, claiming that the arbitrator had addressed an issue that was never submitted to arbitration and was thus not arbitrable. The superior court vacated the arbitration award, concluding that the arbitrator had exceeded his authority, and Johnson appealed. Because the dispute was arbitrable, the Supreme Court concluded that the arbitrator did not exceed his authority, and therefore reversed the superior court's decision to vacate the award. View "Johnson v. The Aleut Corporation" on Justia Law