Justia Contracts Opinion Summaries

Dr. Adolfo P. Morales sued Jackson HMA, LLC., d/b/a Central Mississippi Medical Center (Jackson HMA) for breach of contract. A jury awarded Morales substantial damages. Jackson HMA filed a "Motion for Judgment Notwithstanding the Verdict, and, in the alternative, For a New Trial" and a "Motion for Amendment of Judgment." The Circuit Court denied the post-trial motions and Jackson HMA filed this appeal. In 2004, a recruiter for Jacksom HMA sent Morales a "letter of intent" outlining Jackson HMA's proposed offer. The letter twice stated that the proposed offer required "preapproval" by "Corporate" (HMA). Although not requested or provided for, Morales signed and returned the letter. On it he wrote "I agree to all and accept the terms of your offer." At trial, Morales acknowledged that this letter was not a contract, as it "no doubt" required preapproval from the corporate office. Subsequently, Jackson HMA sought approval from corporate HMA, but corporate did not approve the terms. Jackson HMA's CEO impressed upon corporate the need for an ophthalmologist and suggested new terms to corporate which reduced the guaranteed amount and period by half. The CEO received approval of these reduced terms from an HMA vice-president for the eastern part of the United States. Thereafter, the recruiter sent Morales a second letter detailing the new "terms of our offer" which reflected the reduced guarantees approved by corporate HMA. The letter lacked the phrase "letter of intent" and also made no reference to a requirement of corporate approval of the terms. The letter included the language, "[b]y signing and returning this letter, you will confirm your commitment to entering into a contractual agreement . . . . Accordingly we will begin the process of assimilating contract documents for your review." Morales signed the document, but approval never arrived. In early March 2005, the recruiter informed Morales that the contract had not been approved. In late 2005, Morales filed suit alleging that Jackson HMA had breached its contract with him. The jury returned a verdict in favor of Morales. Jackson HMA appealed. After its review, the Supreme Court concluded that Morales presented sufficient evidence for the jury to find that a contract existed. However, Morales presented insufficient evidence to support the jury's damages award. The Court affirmed the judgment for Dr. Morales, but reversed on the issue of damages and remanded this case to the Circuit Court for a new trial solely on damages. View "Jackson HMA, LLC v. Morales" on Justia Law

Ligon Capital, LLC, and its subsidiary HTI Hydraulic Technologies, LLC, sued CNH America, LLC, asserting breach-of-contract, fraudulent-misrepresentation, and fraudulent suppression claims stemming from CNH's decision to stop using HTI as a supplier of hydraulic cylinders. Following a two week trial, the jury returned a verdict in favor of Ligon and HTI on their fraudulent-suppression claims, awarding them $3.8 million in compensatory damages and $7.6 million in punitive damages. The trial court entered a judgment on that verdict, and CNH appealed. Finding no error, the Supreme Court affirmed. View "CNH America, LLC v. Ligon Capital, LLC" on Justia Law

Appellant Quadrant Structured Products Company appealed the Court of Chancery's dismissal of its complaint. Quadrant holds certain Notes issued by Athilon Capital Corp., an allegedly insolvent Delaware corporation. The Notes are long term obligations covered by two separate trust indentures that are governed by New York law. Defendants EBF & Associates, LP, Athilon Structured Investment Advisors ('ASIA'), an affiliated EBF entity, Athilon's board of directors, and Athilon itself, all which indirectly own 100% of Athilon's equity. The Court of Chancery granted defendants' motion to dismiss Quadrant's complaint on the ground that all claims alleged were barred for failure to comply with the 'no-action' clauses in the Athilon trust indentures. In both cases the cited by the Court of Chancery applied New York law, and held that those bondholder actions were barred by the no-action clauses of the respective trust indentures that governed the bonds at issue. Quadrant appealed to the Delaware Supreme Court. The Delaware Court remanded the case to the Court of Chancery with directions to analyze the significance under New York law (if any) of the differences between the wording of the no-action clauses at issue in the two cited cases and in this case. In its Report, the Court of Chancery held that: (i) 'the language of the Athilon no-action clause distinguishe[d] this case from [the two cited cases],' and (ii) the motion to dismiss should have been denied except as to two (and part of a third) of the ten Counts of the Quadrant complaint. After its re-review, the Delware Supreme Court concluded that the resolution of this case depended on dispositive and unsettled questions of New York law that, in its view, were properly answered in the first instance by the New York Court of Appeals. View "Quadrant Structured Products Co., Ltd. v. Vertin, et al." on Justia Law

Plaintiff Bjorn Myklatun and his company, Plaintiff Oil Innovation, brought claims of tortious interference, fraud, and civil conspiracy against Chemical Equipment and Specialties, Inc. (CESI); its parent company, Flotek Industries; Flotek president Todd Sanner; and former Flotek CEO Jerry Dumas. The district court granted partial summary judgment in favor of Defendants on the claim of tortious interference and one of Plaintiffs’ two theories of fraud. A jury entered a verdict in favor of all Defendants on the civil conspiracy claim. The jury also found in favor of Sanner and Dumas on the narrowed claim of fraud, but it found for Plaintiffs on the fraud claim against CESI and Flotek. Plaintiffs appealed, also raising various evidentiary and other challenges relating to their damages on the fraud claim, and they contended the jury’s verdict on the civil conspiracy and fraud claims was facially inconsistent and required a new trial. Because the Tenth Circuit agreed with the district court that Defendants were entitled to judgment as a matter of law, the Court did not address those other arguments. View "Myklatun, et al v. Halliburton Energy Services, et al" on Justia Law

Sasafrasnet, an authorized distributor of BP products, provided Joseph with notice of its intent to terminate his franchise based on three occasions when Sasafrasnet attempted to debit Joseph’s bank account to pay for fuel deliveries but payment was denied for insufficient funds. The district court denied Joseph a preliminary injunction, finding that Joseph failed to meet his burden for a preliminary injunction under the Petroleum Marketing Practices Act 15 U.S.C. 2805(b)(2)(A)(ii). After a remand, the district court found that two of Joseph’s NSFs should count as “failures” under the PMPA justifying termination, at least for purposes of showing that he was not entitled to preliminary injunctive relief. The Seventh Circuit affirmed. Joseph’s bank account was not adequately funded for the debit on two occasions because Joseph had decided to change banks, circumstances entirely within Joseph’s control. Given Joseph’s history of making late payments in substantial amounts because of insufficient funds (each was more than $22,000), the delinquent payments were not “technical” or “unimportant.” View "Joseph v. Sasafrasnet, LLC" on Justia Law

James Leach, IDA Marketing Corporation, and IDA of Moorhead Corporation appealed a judgment holding them jointly and severally liable to Reed Danuser for claims involving Danuser's termination as president and chief executive officer of the corporations and Leach's breach of a fiduciary duty to Danuser and requiring IDA Moorhead to pay Danuser for loans he made to IDA Moorhead. Upon careful analysis of the inter-company agreements and facts presented at the district court, the Supreme Court affirmed, finding: (1) James Leach was responsible for freezing out Danuser's interests in the corporations, which, as found by the court, involved more than just the wrongful termination of Danuser's employment; (2) Leach was not a party to a stock buy-sell agreement, and under the circumstances of this case as found by the district court involving the freeze out of Danuser's interests in the intertwined corporations, the court's determination of damages was not a misapplication of the law and was not arbitrary, unreasonable, or unconscionable; (3) both James Leach and IDA Moorhead gained from James Leach's actions, which were attributable to the corporation. The district court decided James Leach had control of the corporations when he breached his fiduciary duties to Danuser. Therefore, the district court did not misapply the law in deciding James Leach and the corporations were jointly and severally liable for Danuser's damages and the court's decision was not arbitrary, unreasonable, or unconscionable. View "Danuser v. IDA Marketing Corp." on Justia Law

After Plaintiff obtained a judgment against Logs Unlimited, Inc., the corporation transferred its assets to Thomas Schramel, Schramel's daughter, and another corporation. Schramel was the sole shareholder, director, and officer of both corporations. Proceeds from the transfer were used to pay some of Logs Unlimited's creditors, but Plaintiff was not among the creditors paid. Plaintiffs sued Logs Unlimited, claiming that it had fraudulently transferred its assets. The circuit court set aside the transfer, concluding that Logs Unlimited fraudulently transferred its assets to prevent satisfaction of Plaintiff's judgment. The Supreme Court affirmed, holding that, upon consideration of the relevant factors, the transfer was fraudulent under S.D. Codified Laws 54-8A-4(a)(1). View "Nielsen v. Logs Unlimited, Inc." on Justia Law

Plaintiff-Appellant Mastercraft Floor Covering, filed a lawsuit against Charlotte Flooring (CFI), a North Carolina corporation, in Oklahoma. Mastercraft alleged that CFI had hired it to install carpet in a North Carolina casino, but that after the work was completed, CFI failed to pay for the labor, services, and materials. CFI entered a special entry of appearance to object to Oklahoma having jurisdiction to decide the cause because CFI lacked the requisite minimum contacts to be sued in the State of Oklahoma. The trial judge, determined that Mastercraft failed to prove that CFI had sufficient minimum contacts to permit Oklahoma to exercise jurisdiction over CFI without offending conventional notions of fair play and substantial justice. Mastercraft appealed, and the Court of Civil Appeals affirmed. Upon review, the Supreme Court concluded that because of the totality of contacts with the Oklahoma-based corporation, the trial court had personal jurisdiction. View "Mastercraft Floor Covering, Inc. v. Charlotte Flooring, Inc." on Justia Law

C.R. Weaver formed Mikart Transport, LLC in January 2011. At that time, the articles of organization named Weaver and Michael Smith as members or managers. In March 2011, Smith submitted a credit application with Tri-County Implement, Inc. After Smith failed to pay Tri-County for work it performed on two vehicles, including a Volvo semi-truck titled in Weaver's name, Tri-County refused to release the Volvo from its possession pursuant to its asserted agisters' lien on the vehicle. Weaver subsequently filed a complaint against Tri-County. In response, Tri-County filed a counterclaim against Weaver and a third-party complaint against Mikart. The district court entered judgment against Mikart, ordering it to pay for the work it performed, and awarded Tri-County attorney fees and costs. The court also held Mikart, Smith, and Weaver jointly and severally liable for these amounts. The Supreme Court reversed the portion of the district court's imposition of personal liability on Weaver for the work performed on the two vehicles, as there was no basis to hold Weaver individually liable for the obligations of Mikart to Tri-County. Remanded. View "Tri-County Implement, Inc. v. Weaver" on Justia Law

Bank and Lumber Company had business and financial relationships with Sawmill. A few years into its operation, Sawmill began experiencing serious financial difficulties. Sawmill defaulted on approximately $1.4 million in loan obligations to Bank and owed Lumber Company approximately $900,000. Proceedings were initiated in bankruptcy court and district court. While the cases were pending, Sawmill was destroyed by fire. Bank recovered approximately $980,000 from Sawmill's insurance proceeds. In a subsequent case between Bank and Lumber Company, the jury determined that neither Bank nor Lumber Company was entitled to recover damages from the other. The Supreme Court affirmed, holding that the district court did not abuse its discretion in refusing to admit into evidence a particular letter written by the Bank president. View "H.E. Simpson Lumber Co. v. Three Rivers Bank of Mont." on Justia Law