Justia Contracts Opinion Summaries

The Board of Supervisors of Fluvanna County filed a complaint against Davenport & Company asserting that Davenport, which served as the financial advisor to the Board, knowingly made false representations and used its fiduciary position to persuade the Board to hire Davenport as an advisor regarding the financing of the construction of a new high school. Davenport filed a demurrer to the complaint, which the circuit court granted on the basis that the separation of powers doctrine prevented the court from resolving the controversy because the court would have to inquire into the motives of the Board's legislative decision making. The Supreme Court reversed, holding that the Board effectively waived its common law legislative immunity from civil liability and the burden of litigation, and therefore the circuit court erred in sustaining Davenport's demurrer on these grounds. View "Bd. of Supervisors of Fluvanna County v. Davenport & Co. LLC" on Justia Law

This case arose out of several business transactions entered into by parties involved in the development of condominiums on Hauser Lake. Cherrad, Merritt & Marie, and Max & V (the Hale interests) were limited liability companies owned by Conrad and Cheryl Hale. Craig Kinnaman was sole proprietor of a business called CK Design. Merritt & Marie purchased the Hauser Lake property. Subsequently, the Hales and Kinnaman agreed to develop a portion of the property. Cherrad was the developer, and Mountain West Bank (MWB) made three loans to Cherrad to develop the project. CK Design suffered delays in the project and later left the project. In 2007, Kinnaman committed suicide, and the Estate recorded a $3.3 million construction lien on the condominiums. MWB brought this action 2008 against the Hale interests and the Estate seeking foreclosure on the three secured loans. The Hale interests and the Estate cross-claimed against each other. The district court (1) declared the Estate's construction lien invalid; and (2) determined Cherrad owed the Estate $76,278 for work that CK Design performed on the project. Finding no error, the Supreme Court affirmed. View "Mountain West Bank, N.A. v. Cherrad, LLC" on Justia Law

After Defendant failed to repay a loan Plaintiff made to him in the amount of $8,500, Plaintiff filed a complaint against Defendant alleging breach of contract and breach of an implied-in-fact contract. Plaintiff later amended his complaint to include a claim for failure to repay based on book account. After a jury, the trial justice ordered Defendant to pay damages to Plaintiff in the amount of $8,500. Defendant appealed, contending that the trial justice erred in finding that Plaintiff was a credible witness and in failing to find that the transaction was void because Plaintiff had allegedly advanced the money to Defendant with the knowledge that it would be used for gambling. The Supreme Court affirmed, holding that the Court had no choice but to uphold the lower court's findings because the Court was not provided with a transcript of the trial below and therefore was unable to properly engage in a review of the trial justice's factual findings. View "Vogel v. Catala" on Justia Law

Respondent Nissan North America, Inc. (Nissan) appealed a superior court decision that vacated decision of the New Hampshire Motor Vehicle Industry Board (Board) and ruled that RSA chapter 357-C rendered unenforceable a provision of a written settlement agreement between Nissan and petitioner, Strike Four, LLC, a Nissan dealer. Nissan also appealed the superior court's ruling that it was entitled to neither specific performance of the settlement agreement nor attorney's fees. Upon review, the Supreme Court affirmed the Superior Court's decision, but vacated that court's dismissal of Nissan's claim for attorney fees. The case was remanded for further proceedings. View "Strike Four, LLC v. Nissan North America, Inc." on Justia Law

Grigoleit supplied knobs for Whirlpool’s washing machines and dryers for several years, and sought to increase prices and amend the parties’ purchase contracts in 2004. The parties reached an amended agreement in 2005, which Whirlpool terminated later that year. When Grigoleit demanded final payment, Whirlpool sued, arguing the contract was unenforceable. The district court upheld the contract but found some aspects of it unconscionable. The Seventh Circuit agreed that the contract was enforceable. Under Michigan law both substantive and procedural unconscionability are required to hold an agreement unenforceable. Refusing to certify questions to the state’s supreme court, the Sixth Circuit reversed the holding that a $40,000 flat fee and 8% increase are unconscionable. Whirlpool created the urgent and unfavorable conditions under which it proposed these terms, and had ample time and opportunity to negotiate more favorable terms. Whirlpool had the resources, experience, and ability to avoid the terms entirely, yet chose not to do so. View "Whirlpool Corp. v. Grigoleit Co." on Justia Law

K & L Homes, Inc. ("K & L") appealed the trial court's summary judgment declaring no coverage existed under K & L's commercial general liability ("CGL") policy with American Family Mutual Insurance Company ("American Family") for damages awarded against K & L in an underlying action. Upon review of the applicable case law pertinent to this matter, the Supreme Court concluded there could be an "occurrence" under the CGL policy at issue in this case. Therefore, the Court reversed the summary judgment and remanded the case for further proceedings. View "K & L Homes, Inc. v. American Family Mutual Ins. Co." on Justia Law

The Whites were dealers of Kinkade’s artwork. The parties agreed to arbitrate disputes in accordance with the Commercial Arbitration Rules of the American Arbitration Association. In 2002, they commenced arbitration in which Kinkade claimed that the Whites had not paid hundreds of thousands of dollars, and the Whites counterclaimed that they had been fraudulently induced to enter the agreements. Kinkade chose Ansell as its arbitrator; the Whites chose Morganroth. Together Ansell and Morganroth chose Kowalsky as the neutral who would chair the panel. The arbitration dragged on; in 2006, Kinkade discovered that the Whites’ counsel, Ejbeh, had surreptitiously sent a live feed of the hearing to a hotel room. Ejbeh’s replacement departed after being convicted of tax fraud. The Whites did not comply with discovery requests, but after closing arguments and over objections, the panel requested that the Whites supply additional briefs. The Whites and their associates then began showering Kowalsky’s law firm with business. Kinkade objected, to no avail. A series of arbitration irregularities followed, all favoring the Whites. Kowalsky entered a $1.4 million award in the Whites’ favor. The district court vacated the award on grounds of Kowalsky’s “evident partiality.” The Sixth Circuit affirmed. View "Thomas Kinkade Co. v. White" on Justia Law

The issue before the Supreme Court in this case concerned the grant of summary judgment dismissing an action to enforce an oral agreement to guaranty the debt of another on the ground that the agreement was barred by the statute of frauds. Sunshine Secretarial Services subleased office space from Accelerated Paving, Inc., and at times provided it with secretarial services. Accelerated Paving owed Plaintiff-Appellant Mickelsen Construction, Inc. money ($34,980.00) for providing asphalt to an Accelerated jobsite. Mickelsen threatened to file a materialmen’s lien against the real property on which the work was being done, and Accelerated's vice president asked that it not do so because that would delay the receipt of payment for the construction job. The vice president offered to pay the debt with an American Express credit card, but Mickelsen responded that it did not accept American Express credit cards. There was disagreement as to what happened next: Accelerate's vice president said there was not enough credit on the card to fund the payment, but when Accelerated received payment for the project it would pay down the balance so that there was enough credit to pay Mickelsen with the card. Mickelsen agreed not to file the lien if Accelerated could find someone to guaranty the payment by the credit card. Defendant-Respondent Lesa Horrocks of Sunshine agreed to do so and gave Mickelsen a check in the amount owed, drawn on Sunshine's account. Sunshine had a credit card machine that was capable of transacting with several credit cards including American Express credit cards. They told her that American Express had approved the transaction and asked her to use Sunshine credit card machine to run the transaction. It appeared to her that the transaction had been approved by American Express. issued the check. Several days later, Accelerated informed her that American Express had not approved the transaction. Accelerated then filed for bankruptcy. Mickelsen then sued Ms. Horrocks and Sunshine alleging that they had agreed to guaranty the credit card payment and so issued the check. The Defendants filed a motion for summary judgment, arguing that the alleged guaranty was barred by the statute of limitations in Idaho Code section 9-505. In response, Mickelsen argued that the check was a sufficient writing under the statute of frauds and, if not, that the transaction was governed by Idaho Code section 9-506 and therefore exempt from the statute of frauds. The district court held that the check was an insufficient writing and that section 9-506 did not apply because the Defendants did not receive any direct benefit. The court granted the motion for summary judgment and entered a judgment dismissing this action. Mickelsen then appealed. Finding no error with the district court's decision, the Supreme Court affirmed. View "Mickelsen Const v. Horrocks" on Justia Law

Biolitec, Inc. (BI), a U.S.-based subsidiary of Biolitec AG (BAG), sold medical equipment to Plaintiff AngioDynamics, Inc. (ADI) and agreed to indemnify ADI or any patent infringement claims. Patent infringement claims were subsequently brought against ADI, and ADI settled the claims. In a separate lawsuit, ADI obtained a $23 million judgment against BI under the indemnification clause. Attempting to secure payment on that judgment, ADI sued BAG, BI, and other related entities (collectively, Defendants) on claims including corporate veil-piercing and violation of the Massachusetts Uniform Fraudulent Transfers Act MUFTA), alleging that BAG looted more than $18 million from BI to move BI's assets beyond reach. The district court granted ADI a preliminary injunction barring Defendants from carrying out the proposed downstream merger of BAG with its Austrian subsidiary and from transferring any ownership interest the held in any other defendant. The First Circuit Court of Appeals affirmed, holding (1) as a matter of law, preliminary injunctive relief was not barred in this case; and (2) the district court did not err in finding that ADI had demonstrated likelihood of success on the merits and irreparable harm. View "AngioDynamics, Inc. v. Biolitec AG" on Justia Law

Video King had its principal place of business in Nebraska. Melange Computer Services (Melange) had a business relationship with Video King since 2000. In 2006, Melange was acquired by Planet Bingo and became a wholly owned subsidiary of Planet Bingo. Video King subsequently filed an action against Melange and Planet Bingo (Defendants) in the district court seeking a declaration of the rights, status, and other legal obligations of the parties with respect to confidentiality agreements between the parties. The district court dismissed the action for lack of personal jurisdiction, noting that both Planet Bingo and Melange were foreign corporations with no agent for service of process in Nebraska. The Supreme Court reversed, holding (1) the district court had specific personal jurisdiction over Defendants, and therefore, it erred in granting Defendants' motion to dismiss; and (2) Nebraska's exercise of specific personal jurisdiction over Defendants in this action would not offend notions of fair play and substantial justice. View "VKGS, LLC v. Planet Bingo, LLC" on Justia Law