Justia Contracts Opinion Summaries

U.S. Bank National Association and U.S. Bancorp sought a writ of mandamus ordering the Jefferson Circuit Court to dismiss the malicious-prosecution case filed against them by Sterne, Agee & Leach, Inc. that arose out of a lawsuit prosecuted by U.S. Bank entirely in the State of Washington. The principle of "lex loci delicti" requires that the law of the state in which the antecedent lawsuit was terminated in favor of the complaining party governs a malicious-prosecution claim. Thus, Washington law governed Sterne Agee's claim of malicious prosecution. Accordingly, U.S. Bank's petition for writ for mandamus was granted, and the circuit court was ordered to dismiss Sterne Agee's malicious-prosecution case. View "Sterne, Agee & Leach, Inc. v. U.S. Bank National Association" on Justia Law

In 2007, Plaintiff Chris Snopek proposed working on the concept of a multi-use sports complex to be built on land in Madison. The parties collaborated over the designs and plans for the complex, and entered into a letter of intent. The letter of intent expired, but Snopek alleged that the parties continued to move forward with the project. Years later, Snopek contacted D1 TN, a Tennessee company, with regard to working on the project. Snopek introduced D1 TN to St. Dominic. In late 2011, D1 TN published its collaboration with D1 TN in the building of the facility in Madison, with no mention of Snopek (or his companies, Joshua Properties, LLC and Performance Sports Academy, LLC). Snopek filed suit against St. Dominic, D1 TN, alleging breach of fiduciary duties, misappropriation of trade secrets, tortious interference with prospective advantage, unfair competition, civil conspiracy and usurpation of business opportunity. On interlocutory appeal to the Supreme Court, Snopek argued the trial court erred in dismissing D1 TN for lack of personal jurisdiction. Finding that personal jurisdiction existed over D1 TN, the Supreme Court reversed the trial court’s order. View "Joshua Properties, LLC v. D1 Sports Holdings, LLC" on Justia Law

Following the bankruptcy of BioBased Technologies, LLC, certain members of BioBased (Appellants) brought an action against other members, the members’ lawyers, and the managers of the corporation for fraud, breach of duty to disclose company information, conversion of membership interest, civil conspiracy, and breach of contract. The circuit court granted summary judgment on some claims, dismissed some claims, and found that the remainder of the claims were barred by collateral estoppel and res judicata. The Supreme Court reversed, holding (1) the circuit court erred in granting summary judgment on Appellants’ claims for fraud, breach of duty to disclose company information, and conversion of membership interest claims based on Appellants’ lack of standing, as Appellants had standing to assert their claims; (2) the circuit court erred in granting summary judgment on Appellants’ fraud claim against certain defendants on the basis that Appellants “failed to meet proof with proof” to show that the defendants made false representations of fact; (3) the circuit court erred in dismissing claims for lack of subject-matter jurisdiction; and (4) the circuit court erred in concluding that the bankruptcy proceeding had res judicata or collateral estoppel effect on Appellants’ state-law claims. Remanded. View "Muccio v. Hunt" on Justia Law

IMCC loaned Harbins $60 million to buy Georgia land to construct a shopping center. In addition to a mortgage, IMCC obtained a guaranty from Chivas, providing that if IMCC “forecloses … the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price.” Harbins defaulted; IMCC foreclosed in a nonjudicial proceeding, involving a public auction conducted by the sheriff after public notice. IMCC successfully bid $7 million and filed a petition to confirm the auction. Unless such a petition is granted, a mortgagee who obtains property in a nonjudicial foreclosure cannot obtain a deficiency judgment if the property is worth less than the mortgage balance owed. A Georgia court denied confirmation. Chivas refused to honor the guaranty. A district court in Chicago awarded IMCC $17 million. The Seventh Circuit affirmed, noting that the Georgia statute “is odd by modern standards,” but does not prevent a suit against a guarantor. The agreement guaranteed IMCC the difference between what it paid for the land and the unpaid balance of the loan, even if the land is worth more than what IMCC paid for it. The agreement is lawful under Georgia and Illinois law. View "Inland Mortg. Capital Corp v. Chivas Retail Partners, LLC" on Justia Law

Plaintiff Robert Bonnet is a petroleum landman who conducted business through Bobby Bonnet Land Services. In 2008, Plaintiffs entered into a written contract with the Energy and Minerals Department of the Ute Indian Tribe of the Uintah and Ouray Reservation to serve collectively as an independent contractor and consultant. When the Tribe terminated this contract in 2009, Plaintiffs sued various companies and individuals (but not the Tribe) in federal court, alleging these defendants caused the Tribe to terminate this contract prematurely. Plaintiffs served the Tribe with a non-party subpoena duces tecum requesting documents relevant to their suit. The Tribe moved to quash the subpoena based on the doctrine of tribal sovereign immunity. The district court denied the Tribe's motion, but modified the subpoena to limit or strike requests it deemed overbroad. The Tribe appealed. The issue before the Tenth Circuit was whether a subpoena duces tecum served on a non-party Tribe seeking documents relevant to a civil suit in federal court is itself a "suit" against the Tribe triggering tribal sovereign immunity. Pursuant to the collateral order doctrine, the Court concluded, yes, it is a "suit" against the Tribe. Therefore the Court reversed the district court's denial of the Tribe's motion to quash based on tribal immunity. View "Bonnet v. Ute Indian Tribe" on Justia Law

The issue before the Supreme Court in this case centered on whether a minority stockholder in a closely held corporation had a right to a non-conflicted board decision on whether to repurchase her shares. That stockholder argued that such a right exists, under common law fiduciary duty principles and under the implied covenant of good faith and fair dealing. The Court of Chancery found that the common law did not impose any duties on directors to consider buying out minority stockholders. The trial court also found that, given the language in the repurchase provision of the stockholders agreement, the implied covenant of good faith and fair dealing did not create any duty to negotiate a reasonable repurchase price. The Supreme Court agreed and affirmed the trial court. View "Blaustein v. Lord Baltimore Capital Corp." on Justia Law

In November 2004, Dr. Ashard Yousuf sued Dr. George Cohlmia and Cardiovascular Surgical Specialists Corporation (CVSS) in Oklahoma state court for defamation, tortious interference with business relations/contract, intentional infliction of emotional distress/outrage, negligence, and breach of contract. Dr. Yousuf alleged that Dr. Cohlmia made a series of false statements to local media disparaging Dr. Yousuf's professional reputation. Dr. Cohlmia denied that the statements he made were false. CVSS held a professional liability policy with Physicians Liability Insurance Company (PLICO) and two identical general commercial liability policies with American National Property and Casualty Company (ANPAC, one for each business location), each of which covered Dr. Cohlmia as an additional insured. Dr. Cohlmia demanded that both insurers provide for his defense, pursuant to their respective policies. PLICO agreed to defend the lawsuit under a reservation of rights and requested ANPAC to share in the defense. ANPAC refused, contending its policy did not cover the alleged wrongdoing and that it owed no duty to defend. ANPAC further claimed that even if it erred in refusing to defend Dr. Cohlmia, PLICO had no right to indemnification or contribution for the defense costs it incurred. ANPAC appealed the district court's grant of summary judgment in favor of PLICO in a dispute regarding ANPAC's breach of its duty to defend a co-insured. PLICO cross-appealed the district court's denial of its motion for prejudgment interest. Finding no reversible error, the Tenth Circuit affirmed the district court's decision. View "Yousuf v. Cohlmia" on Justia Law

In 2006, DLI Properties, LLC (DLI), hired Allen Tate, a real estate brokerage firm, and Faile, Allen Tate's licensee, to serve as its agents in connection with the sale of certain real property in Lancaster, South Carolina. Petitioners, using Sharon Davis of Davis Integrity Realty, Inc. as their broker, offered to purchase the property. Petitioners sued Respondents alleging fraud, negligent misrepresentation, and violations of the South Carolina Unfair Trade Practices Act (the SCUTPA) based on DLI's acceptance of an offer on the property and Faile's representation that DLI would accept Petitioner's offer. Petitioners claimed Respondents made misrepresentations concerning the validity and effectiveness of their agreement to purchase the property. Petitioners asserted Respondents had a duty of care to communicate truthful information to Petitioners, and breached that duty by failing to disclose the ultimately successful offer, and the fact that DLI had not signed Petitioners' offer. Petitioners further alleged Respondents demonstrated a pattern of behavior sufficient to establish a SCUTPA violation. Petitioners appealed the circuit court's decision that granted summary judgment in favor of the Respondents. After careful consideration of the circumstances of the deal, the Supreme Court affirmed, noting that the appellate court erred only by not addressing the merits of Petitioners' appeal. On the merits, the Court affirmed the circuit court as modified. View "Woodson v. DLI Properties" on Justia Law

Charles Gower petitioned the Supreme Court to vacate an arbitration award in favor of Turquoise Properties Gulf, Inc., Caribe Realty, Inc., Larry Wireman, and Judy Ramsey Wireman(collectively, "Turquoise"). The underlying dispute arose from Gower's preconstruction agreement to purchase a condominium unit in a complex developed by Turquoise. The arbitrator's decision was based in large part on Turqoise's successfully raising a statute-of-limitations defense to Gower's claims. The Supreme Court found that Turquoise expressly argued, and then abandoned, one specific statute-of-limitations defense and then it never again urged the arbitrator to apply a statute of limitations to the various claims actually brought by the claimants. Through its arguments, Turquoise distilled the issues and arguments submitted to the arbitrator for consideration. Gower argued, and the Supreme Court agreed, that Turquoise "affirmatively chose to forgo any statute of limitations defense to the [c]laimants' ... claims and therefore did not submit [the] same to the Arbitrator for decision." Therefore, the Supreme Court concluded that because the issue of the applicability of a statute of limitations was not submitted to the arbitrator for decision, the arbitrator exceeded his powers in applying a statute of limitations to Gower's claims. The Court reversed the judgment entered on the arbitrator's award, and remanded the case for further proceedings. View "Gower v. Turquoise Properties Gulf, Inc., et al. " on Justia Law

Immunosciences developed and sold medical tests and testing materials. In 2007, NeuroSciences wanted to expand its offerings. Immunosciences and NeuroScience decided to collaborate, but the relationship fell apart within two years. Immunosciences sued. In the first trial, a jury rejected a claim that NeuroScience did not pay what it had contracted to pay for medical testing materials, but the district judge ordered a new trial, concluding that the verdict was undermined by flawed special verdict questions. The jury in the second trial found for Immunosciences but awarded much less money than it was seeking. NeuroScience appealed, claiming that the court’s grant of a new trial was an abuse of discretion. Immunosciences argued that the court abused its discretion by allowing NeuroScience to argue in the new trial that the parties had orally modified their written contract and that NeuroScience breached a separate confidentiality agreement by continuing to use Immunosciences’ testing methods after the parties ended their business relationship. The jury in the first trial had awarded nearly $1.2 million on that claim, but the district court granted judgment as a matter of law for NeuroScience, explaining that Immunosciences had relied on an impermissible damages theory. The Seventh Circuit affirmed. View "Vojdani v. Pharmasan Labs, Inc." on Justia Law