Justia Contracts Opinion Summaries

In one agreement, Cammeby's Equity Holdings LLC (Cam Equity) received an option to acquire 99.99 percent of the ownership units of SVCare at the strike price of $100 million. In a second agreement, Cammeby's Funding III LLC (Cam III) agreed to lend $100 million to SVCare. Cam III and Cam Equity were controlled by the same person. In anticipation that Cam Equity would exercise the option, SVCare commenced an action alleging that the option was unenforceable because the consideration underlying its agreement to offer the option was contingent on Cam III loaning it $100 million, which SVCare claimed was never paid. Cam Equity brought a separate lawsuit seeking specific performance of the option agreement. Supreme Court (1) found in in favor of Cam Equity in the first action, concluding that the option and loan were entirely separate agreements and that SVCare could not offer extrinsic evidence regarding the $100 million loan obligation that was not mentioned in the option agreement; and (2) in the second action, determined that Cam III had, in fact, fully funded the $100 million loan to SVCare pursuant to the loan agreement. The Court of Appeals affirmed, holding that the lower court did not err in its judgment. View "Schron v. Troutman Saunders LLP" on Justia Law

Cammeby's Funding LLC (Cam Funding) and Fundamental Long Term Care Holdings LLC (Fundamental) entered into an option agreement entitling Cam Funding to acquire one-third of Fundamental's membership units for a strike price of $1,000. Cam Funding subsequently notified Fundamental that it was exercising the option and sent Fundamental a check for $1,000. Fundamental respondent that, pursuant to its operating agreement, no membership units in Fundamental would be issued until Cam Funding provided a required capital contribution of 33.33 percent. Fundamental then sought a declaration that Cam Funding was bound by the membership requirements in the operating agreement. Cam Funding filed a counterclaimed for breach of contract. The Supreme Court ruled that the option agreement unambiguously granted Cam Funding the right to acquire a one-third interest in Fundamental upon payment of $1,000 and that enforcement of the operating agreement would interfere with Cam Funding's rights under the terms of the option agreement. The Court of Appeals affirmed, holding that the mere reference in the option agreement to the operating agreement was not enough to evidence clear intent for the two separate contracts to be read as one. View "Fund. Long Term Care Holdings, LLC v. Cammeby's Funding, LLC" on Justia Law

Defendant Jeremy Miller appealed a superior court order that found in favor of plaintiffs, Lakes Region Gaming, LLC and three of its members on their claims that Defendant breached his fiduciary duties to them. The claim arose from the purchase of the Lakes Region Greyhound Park. The transaction to purchase the race track never closed because a New Hampshire grand jury indicted a dozen people involved with the track, which caused the members of Lakes Region Gaming to reconsider buying the track. The members decided to try and sell the right to purchase the track so that they could recoup their expenses. If they sold the rights at a profit, it would have been split according to each member's interest in the company. Unbeknownst to plaintiffs, Defendant had been negotiating the right to purchase the track with a number of potential buyers. As a result, a buyer surfaced and paid $5 million for the track, resulting with a net profit of $898,998. Also unbeknownst to plaintiffs, an agreement was reached with the seller's attorney to extend the due diligence period of the sale in exchange for Defendant paying the attorney $50,000. Following a bench trial, the trial court found Defendant breached his fiduciary duties to plaintiffs by holding a portion of the net profits from the sale of the purchase rights for himself. Defendant unsuccessfully moved to reconsider the trial court's decision, arguing that: (1) he did not owe plaintiffs a duty because Lakes Region Gaming abandoned its "contemplated dealings;" and (2) the trial court's order failed to consider a clause in Lakes Region Gaming's operating agreement. Upon review, the Supreme Court found Defendant's arguments on appeal to be without merit. Accordingly, the Supreme Court affirmed the superior court's order. View "Lakes Region Gaming v. Miller" on Justia Law

Petitioner Northstar Project Management, Inc (Northstar) entered into a contract with Respondent DLR Group, Inc. for the construction of a new building. DLR began performing under the contract and submitted invoices to Northstar. Northstar paid DLR in part, but became dissatisfied with DLR's performance before fully satisfying DLR's invoices. Negotiations proved unsuccessful between the parties and Northstar terminated the contract. Northstar sued DLR for breach of contract and related declaratory relief. DLR counterclaimed for breach of contract and declaratory relief. The court admitted a number of exhibits as evidence of the parties' contract claims. Northstar ultimately prevailed at trial. DLR filed a post-trial motion for judgment notwithstanding the verdict, arguing that Northstar failed to meet its prima facie case and that the verdict was not supported by any proper measure of damages. Specifically, DLR took issue with the trial court's admission of several trial exhibits, and argued that the admission of these exhibits led the jury to award "excessive damages" to Northstar. DLR appealed that denial; the appellate court's reversal of the trial court. The Supreme Court held that the appellate court erred when it held that the record designated by DLR on appeal satisfied C.A.R. 10(b). Therefore, the court of appeals did not have the information necessary to determine whether the evidence sufficiently supported the jury's verdict in favor of Northstar. View "Northstar v. DLR Group, Inc." on Justia Law

Plaintiff-Appellant Gary Duspiva, a well driller, filed suit against Defendants-Appellees Clyde and John Fillmore to recover money that he claimed was owed to him for well drilling services. The Fillmores counterclaimed, alleging Duspiva violated the Idaho Consumer Protection Act (ICPA). The matter proceeded to trial. The district court found that Duspiva's conduct violated the ICPA and granted judgment in favor of the Fillmores. Duspiva appealed to the Supreme Court. Finding no error or abuse of discretion, the Supreme Court affirmed the trial court's decision. View "Duspiva v. Fillmore" on Justia Law

The issue before the Supreme Court in this case arose from a commercial lease dispute. Boise Mode, LLC leased space in its building to Donahoe Pace & Partners, Ltd. (DPP). Timothy Pace executed a personal guarantee for the lease. During the term of the lease, Boise Mode remodeled part of the building for another tenant. After raising concerns to Boise Mode about the adverse effects of the construction to its business, DPP eventually stopped paying rent and vacated the premises prior to the end of the lease. Boise Mode then brought an action against DPP, alleging breach of contract, and against Pace for breaching the guarantee. DPP counterclaimed, alleging that the disruption caused by the construction constituted breach of contract and constructive eviction. After Boise Mode moved for summary judgment on all claims and counterclaims, DPP requested a continuance to complete discovery. The district court denied DPP's motion and ultimately granted Boise Mode's motion for summary judgment. DPP appealed the grant of summary judgment as well as the district court's denial of its request for a continuance. Upon review, and finding no error, the Supreme Court affirmed. View "Boise Mode, LLC v. Donahoe Pace" on Justia Law

Steam Brothers, Inc. appealed the grant of summary judgment in a declaratory judgment action by John Riedlinger, Dale Stroh, Kevin Vetter, Leo Horner, and Duane Leier, five individuals, collectively referred to as "licensees". The district court decided that the clear and unambiguous language of the license agreements did not obligate the licensees to provide Steam Brothers and its owner Jerry Thomas, with certain business information and precluded Steam Brothers from terminating the license agreements absent mutual consent of the parties. Upon review, the Supreme Court reversed and remanded, concluding the license agreements were ambiguous about the parties' rights and obligations. View "Riedlinger v. Steam Brothers, Inc." on Justia Law

Defendant leased copiers to Plaintiff pursuant to a lease agreements entered into in 2001 and 2002. In 2008, Plaintiff sued Defendant for violation of the unfair competition law (UCL), Cal. Bus. & Prof. Code, 17200, alleging that Defendant charged for excess copies during its regular servicing of the copiers and that Defendant's practice of charging for test copies was unfair and fraudulent. The trial court sustained Defendant's demurrer and dismissed the action, concluding that because the complaint established a first violation in 2002, the claim was barred by the four-year statute of limitations. At issue on appeal was whether the continuing violation doctrine could be applied to extend the statute of limitations for UCL claims. A divided court of appeal affirmed, finding Plaintiff's claim untimely. The Supreme Court reversed, holding (1) the text and legislative history of the UCL leave UCL claims as subject to the common law rules of accrual as any other cause of action; and (2) continuous accrual principles prevented Plaintiff's complaint from being dismissed at the demurrer stage on statute of limitations grounds. View "Aryeh v. Canon Bus. Solutions, Inc." on Justia Law

The issue before the Supreme Court in this case arose from a commercial lease dispute. Boise Mode, LLC leased space in its building to Donahoe Pace & Partners, Ltd. (DPP). Timothy Pace executed a personal guarantee for the lease. During the term of the lease, Boise Mode remodeled part of the building for another tenant. After raising concerns to Boise Mode about the adverse effects of the construction to its business, DPP eventually stopped paying rent and vacated the premises prior to the end of the lease. Boise Mode then brought an action against DPP, alleging breach of contract, and against Pace for breaching the guarantee. DPP counterclaimed, alleging that the disruption caused by the construction constituted breach of contract and constructive eviction. After Boise Mode moved for summary judgment on all claims and counterclaims, DPP requested a continuance to complete discovery. The district court denied DPP's motion and ultimately granted Boise Mode's motion for summary judgment. DPP appealed the grant of summary judgment as well as the district court's denial of its request for a continuance. Upon review, and finding no error, the Supreme Court affirmed. View "Boise Mode, LLC v. Donahoe Pace" on Justia Law

Plaintiff-Appellant Gary Duspiva, a well driller, filed suit against Defendants-Appellees Clyde and John Fillmore to recover money that he claimed was owed to him for well drilling services. The Fillmores counterclaimed, alleging Duspiva violated the Idaho Consumer Protection Act (ICPA). The matter proceeded to trial. The district court found that Duspiva's conduct violated the ICPA and granted judgment in favor of the Fillmores. Duspiva appealed to the Supreme Court. Finding no error or abuse of discretion, the Supreme Court affirmed the trial court's decision. View "Duspiva v. Fillmore" on Justia Law