Justia Contracts Opinion Summaries

Petitioner David Ellis appealed a superior court order that rescinded a non-compete agreement and ordered partial restitution as a remedy. Respondents Candia Trailers and Snow Equipment, Inc. and its principals Jeffrey and Suzanne Goff, cross-appealed the rescission of the non-compete agreement. Ellis signed an asset purchase agreement (APA), non-compete agreement (NCA) and an inventory purchase agreement (IPA) in relation to the sale of Precision Truck, a business the Goffs owned. The Goffs executed the NCA with regard to Ellis' operation of Precision Truck to remain in effect for seven years. However, the NCA could end sooner if Ellis breached terms of the IPA. One of the terms of the IPA was that Ellis would pay for Precision Truck's inventory by June 1, 2007. Within weeks of signing the NCA, Goff began competing with Precision Truck. Ellis thereafter failed to purchase all of Precision Truck's inventory by June 1, 2007. Ellis subsequently sued for breach of contract and violation of the Consumer Protection Act. The trial court found the NCA, IPA and APA as three separate agreements, each with its own terms and remedies for breach, and that Ellis breached the IPA and Goff breached the NCA. Both parties argued that the trial court abused its discretion when rescinding the NCA and awarding partial restitution to Ellis. Upon review, the Supreme Court concluded the trial court erred in determining that the three agreements were severable, and as such, the NCA could not be rescinded without rescinding the IPA and the APA too. Accordingly, the Court reversed the restitution award and remanded to the trial court for a determination of what remedies were available. View "Ellis v. Candia Trailers & Snow Equipment, Inc." on Justia Law

Dr. Stephen L. Wallace appealed the grant of summary judgment in favor of Belleview Properties Corporation, IPF/Belleview Limited Partnership ("IPF"), HR/Belleview, L.P., and Infinity Property Management Corporation ("the defendants"). In August 1991, Wallace leased office space in the Belleview Shopping Center to use for his dental practice. Around 1996, the defendants purchased the shopping center and renewed Wallace's lease. The lease was renewed a second time in 2003 for a term of five years. In 2005, Wallace sued the defendants,1 alleging fraud and suppression; negligence; wantonness; breach of contract; unjust enrichment; and negligent training, supervision, and retention. Wallace alleged that, during the term of the lease, he reported various maintenance problems to the defendants. He also alleged that, although the defendants assured him that the problems would be taken care of, but that they were not. Wallace asserted that, as a result of reported water leaks that were left unrepaired, the office was infested with toxic mold. Therefore, he had to close his practice to avoid exposing his employees and his patients to the toxic mold. The defendants successfully filed a motion for a summary judgment as to Wallace's claims against them. In 2010, Wallace filed a motion for reconsideration which was denied. Upon review of the matter, the Supreme Court concluded that Wallace did not timely file his notice of appeal. Accordingly, the Supreme Court dismissed the appeal for lack of jurisdiction. View "Wallace v. Belleview Properties Corp." on Justia Law

Target Media Partners Operating Company, LLC ("Target Media"), and Specialty Marketing Corporation d/b/a Truck Market News ("Specialty Marketing"), both publishers of magazines directed to long-haul truck drivers and to the truck-driving industry, have been in a commercial-contract dispute since 2007 in which each party alleged breach-of-contract claims against the other. Specialty Marketing also alleged fraudulent-misrepresentation and promissory-fraud claims against Target Media and Ed Leader, Target Media's vice president of trucking, and sought punitive damages in addition to compensatory damages. The jury returned a verdict in favor of Specialty Marketing on its breach-of-contract and promissory-fraud claims against Target Media, in favor of Leader on the promissory-fraud claim against him, in favor of Specialty Marketing on its fraudulent-misrepresentation claim against Target Media and Leader, and in favor of Target Media on its breach-of-contract counterclaim against Specialty Marketing. Target Media and Leader appealed that aspect of the judgment entered on the jury verdict in favor of Specialty Marketing on its claims against Target Media and Leader. Specialty Marketing did not appeal the judgment insofar as it found in favor of Target Media on Target Media's counterclaim. Upon review of the matter, the Supreme Court affirmed the trial court's order denying Target Media's motion for a judgment as a matter of law (JML)and/or a new trial as to Specialty Marketing's breach-of-contract claim. The Court reversed the trial court's order denying Target Media and Leader's motion for a JML as to Specialty Marketing's fraudulent-misrepresentation and promissory-fraud claims. The case was remanded back to the trial court for entry of a JML in favor of Target Media and Leader as to Specialty Marketing's fraudulent-misrepresentation claim and to enter a JML in favor of Target Media as to Specialty Marketing's promissory-fraud claim. Because the Court concluded that the trial court should have granted a JML as to Specialty Marketing's fraudulent-misrepresentation and promissory-fraud claims, the Court pretermitted consideration of the other arguments made by the parties regarding those claims. View "Target Media Partners Operating Company, LLC v. Specialty Marketing Corp." on Justia Law

MayPort Farmers Co-Op appealed the judgment entered after trial and the district court's order denying MayPort's motion to amend findings of fact and conclusions of law and to amend judgment. MayPort sued St. Hilaire Seed Co., Inc., alleging St. Hilaire owed MayPort money for storage of edible beans St. Hilaire purchased from MayPort. The district court concluded "usage of trade" applied as a gap-filler and found industry custom and standards rendered storage charges inappropriate because MayPort's inability to perform caused the need for storage. Upon review, the Supreme Court affirmed, concluding the district court's findings of fact were not clearly erroneous and the district court did not abuse its discretion by denying MayPort's motion to amend. View "MayPort Farmers Co-Op v. St. Hilaire Seed Company, Inc." on Justia Law

Defendant Inepar S.A. Industria e Construc es (IIC) was a Brazilian power company that held a sixty percent stake in Defendant Inepar Investments, S.A., a corporation organized under the laws of Uruguay. Plaintiff IRB-Brasi Resseguros S.A. (IRB), a fifty percent state-owned corporation organized under the laws of Brazil, purchased $14 million of Inepar's global notes. After the interest payments ceased, and IRB never received the payment of the principal, Plaintiff sued IIC and Inepar seeking payment of the global note principal and the unpaid accrued interest. Inepar defaulted in this action. IIC moved for summary judgment, arguing that the guarantee IIC provided to guarantee the punctual payment of principal and interest under the terms of the global notes was void under Brazilian law and that New York's choice-of-law principals should apply, resulting in the application of Brazilian substantive law. Supreme Court ruled the express choice of New York law in the parties' contract should be given mandatory effect and ruled in favor of IIC. The Court of Appeals affirmed, holding that a conflict-of-laws analysis need not be undertaken when there is an express choice of New York law in the parties' agreement. View "IRB-Brasil Resseguros, S.A. v. Inepar Invs., S.A." on Justia Law

The plaintiff-appellants, Bruce Bermel and Pamela Jurga, as husband and wife, appealed the final judgment of the Superior Court granting the motion for summary judgment of the defendant-appellee, Liberty Mutual Fire Insurance Company. The appellants contended that the Superior Court erred by granting summary judgment in favor of Liberty. Bermel was injured in an automobile accident when his personal motorcycle was struck head-on by another driver. Bermel, then an employee of the Siemens Corporation, contended that the business policy issued to Siemens by Liberty on a company car that was assigned for his business and personal use, provided him with $100,000 in underinsured motorist coverage even when he was operating a non-work vehicle in circumstances unrelated to his employment. Bermel brought this action for underinsured benefits (“UIM”) against Liberty arguing: (1) that the Liberty Policy covering the company car he used was personal to him, even though Siemens was the named insured; (2) that he was entitled to personally access the Liberty Policy because Siemens automatically deducted a nominal fee from his paycheck for his personal use of the vehicle assigned to him that was insured by the Liberty Policy; and (3) that the Liberty Policy was ambiguously drafted and should have been construed in his favor. Upon review, the Supreme Court concluded that the Superior Court correctly found Siemens, and not Bermel, to be the named insured on the Liberty Policy, that the nominal fee charged to Bermel by Siemens for the use of the car did not make Bermel a named insured under the Liberty Policy, and that the Liberty Policy was unambiguous. Therefore, the judgments of the Superior Court were affirmed. View "Bermel v. Liberty Mutual Fire Insurance Co." on Justia Law

Plaintiff corporation and two of its officers brought suit against Defendant, a brokerage firm, to recover damages that allegedly resulted when the president of the corporation independently engaged the brokerage firm's services to locate and lease new office space while the corporation was still liable under a previous lease, which it later breached. Plaintiff sued under theories of inducement, tortious interference, and negligence. The district court concluded that the brokerage company was not liable to Plaintiff for assisting the president to enter into a new lease while knowing that the corporation remained liable under a previous lease. The Supreme Court affirmed, either not reaching Appellants' assignments of error or finding them to be without merit. View "Pro. Mgmt. Midwest, Inc. v. Lund Co." on Justia Law

P.E. Systems, LLC (PES) offered to analyze and reduce the credit card processing costs of CPI Corp. (CPI). The parties signed an agreement that appeared to be a contract. CPI later repudiated the contract, disputing its validity. PES sued for breach. CPI attached a copy of the contract to its answer to PES's complaint, and then filed a motion for judgment on the pleadings, arguing the "contract" was a mere agreement to agree and therefore unenforceable. PES responded to the motion and attached an identical copy of the contract and a PowerPoint presentation it had given to CPI. The trial court found the contract was not binding but merely an agreement to agree and granted CPI's motion, thereby dismissing the case. PES appealed. The Court of Appeals reversed holding that both the contract was enforceable and that CPI had breached it. Upon review, the Supreme Court affirmed the Court of Appeals to the extent it held the contract was a valid with an open term, but reversed the balance of the Court of Appeals' opinion. View "P.E. Sys., LLC v. CPI Corp." on Justia Law

This case concerned a dispute between a Netherlands holding company and an Italian businessman. The businessman made a loan to the holding company for a joint venture. The joint venture eventually went into bankruptcy and defaulted on its loan obligations, including the loan from the businessman. The businessman filed this action alleging, among other things, that the holding company induced him to make the loan by representing that it would support and continue to back the joint venture. The holding company denied making those representations or having any obligations to the businessman. The holding company moved for summary judgment on multiple grounds. The Court of Chancery (1) found the businessman's claims were not barred for lack of standing; (2) denied summary judgment on the ground of laches; (3) denied summary judgment on the holding company's English statute of frauds defense; (4) granted summary judgment in the holding company's favor on the businessman's Italian law claim for breach of implied or oral contract and his Dutch law claim; and (5) granted the holding company's motion for summary judgment regarding the businessman's claim for unjust enrichment. View "Vichi v. Koninklijke Philips Elecs., N.V." on Justia Law

This case began as a control dispute in which the managing member of Oculus Capital Group, LLC sought to block the non-managing member from attempting to take over the managerial role. After a stipulated order and assorted rulings, the control dispute was largely resolved. What remained were the non-managing member's counterclaims, which sought damages from the managing member and its human controller based on the actions they took that caused the relationship between the parties to deteriorate and led to the control dispute. The plaintiffs moved to dismiss the counterclaims. The Court of Chancery (1) granted the motion to dismiss the breach of contract claim in part; (2) granted the motion to dismiss the aiding and abetting the breaches of the operating agreement claim in part; (3) denied the motion on the breach of default of fiduciary duty claim as to one of plaintiffs and stayed the count as to the other plaintiff pending arbitration; (4) denied the motion to dismiss the gross negligence claim as to one of the plaintiffs and granted the motion as to the other plaintiff; and (5) granted the motion to dismiss the declaratory judgment. View "Feeley v. NHAOCG, LLC" on Justia Law