Justia Contracts Opinion Summaries

Plaintiff appealed from the district court's dismissal of his declaratory judgment, contract, unjust-enrichment, tort, and shareholder claims. Applying a choice-of-law analysis, the district court dismissed the contract and unjust-enrichment claims as barred by a Delaware statue of limitations and dismissed the tort and declaratory judgment claims as derivative of the contract claims. The district court dismissed the shareholder claims as insufficiently pleaded. The court held that plaintiff's pleadings were minimally sufficient to present plausible shareholder claims. Therefore, the court reversed as to the shareholder claims but affirmed in all other respects. View "Whitney v. The Guys, Inc., et al" on Justia Law

This case was before the Supreme Court a second time and concerned a business dispute between Rancho La Valencia, Inc. and Aquaplex, Inc. In the earlier appeal, the Court held that the evidence of fraudulent intent by Rancho in connection with the execution of a memorandum of settlement agreement was legally sufficient but that the evidence did not support damages to the level awarded by the trial court. On remand, the court of appeals remanded the case to the trial court for a new trial on the issue of damages. Rancho appealed, complaining that the court of appeals should have remanded the case for a new trial on both liability and damages, as Rancho requested in a motion for rehearing to the court of appeals. The Supreme Court agreed, holding that Tex. R. App. P. 44.1 required the court of appeals to remand for a new trial on both liability and damages. Remanded. View "Rancho La Valencia, Inc. v. Aquaplex, Inc." on Justia Law

This interlocutory appeal stemmed from litigation concerning a contract dispute among Williams Transport, LLC (Williams Transport), Driver Pipeline Company, Inc. (Driver Pipeline), Buckley Equipment Services, Inc. (Buckley Equipment), and other unnamed defendants. Based on an arbitration clause in the contract, Driver Pipeline filed a motion to compel arbitration. The trial court denied the motion to compel arbitration as well as a subsequent motion for reconsideration. Driver Pipeline filed a petition for interlocutory appeal, which the Supreme Court accepted as a notice of appeal. Finding no error by the trial court in denying Driver Pipeline's motion to compel arbitration, the Supreme Court affirmed. View "Driver Pipeline Company, Inc., Buckley Equipment Services, Inc. v. Williams Transport, LLC" on Justia Law

The Supreme Court granted certiorari to decide whether the appellate court correctly construed the standing requirement for a motor vehicle dealership to sue under OCGA 10-1-664 (the anti-encroachment provision of the Georgia Motor Vehicle Franchise Practices Act). "While the anti-encroachment provision could have been drafted more clearly, we believe that the Act as a whole, and particularly its definitions provision, OCGA 10-1-622, elucidate[s] the proper application of the anti-encroachment provision to the facts of this case." Though the Court disagreed with the rationale of the majority of the appellate panel, it concluded the panel reached the right result, and therefore affirmed the court of appeals' judgment. View "WMW, Inc v. American Honda Motor Company, Inc." on Justia Law

This matter was before the Supreme Court on a motion for reconsideration filed by Appellant, Acordia of Ohio, LLC (the LLC). The Supreme Court granted the motion. In Acordia I, the Court affirmed the judgment of the court of appeals, concluding that while the noncompete agreements of employees (Appellees), who were originally employed by a contracting employer, transferred by operation of law following merger with the LLC, the language found in those agreements precluded the LLC from enforcing them as if it had stepped into the shoes of the original contracting employer. Upon reconsideration, the Supreme Court reversed the court of appeals, holding (1) the language in Acordia I stating that the LLC could not enforce the employees noncompete agreements as if it had stepped into the original contracting company's shoes was erroneous; and (2) the LLC here may enforce the noncompete agreements as if it had stepped into the shoes of the original contracting companies, provided that the noncompete agreements are reasonable under the circumstances of this case. View "Acordia of Ohio, LLC v. Fishel" on Justia Law

After a dispute resulting in a call for the resignation of several members of the Hockessin Community Center's board of directors, the Center filed a complaint seeking a determination of the lawful board of the Center. The complaint also sought damages and equitable relief under theories of breach of contract, breach of fiduciary duty, and secondary liability, based on Defendants' status as directors. The Court of Chancery named the lawful members of the board and the board president in its opinion, concluding (1) the disputed directors did not disqualify themselves and cease to be directors by failing to attend three board meetings in a row; (2) the disputed directors were not validly removed pursuant to a director-removal right in an agreement; (3) several of the defendant directors did not resign from the board; (4) although the Center failed to follow corporate formalities when adding certain directors, the directors validly served on the board as de facto directors; (5) a resolution adding five other non-defendants to the board was invalid; and (6) the actions taken at meetings at which the disputed directors reconstituted the board were partially valid. View "Hockessin Cmty. Ctr., Inc. v. Swift " on Justia Law

The plaintiffs (collectively "Tellus") alleged that they owned the "shallow gas" rights in a tract of land known as the Bilbo A Lease. While ownership of the shallow gas was disputed, all parties agreed that the defendants (collectively "TPIC") owned the gas rights below 8,000 feet and the oil rights in both the shallow and deep zones. In 2004, Tellus sued TPIC, alleging that it had produced Tellus's shallow gas through one if its wells known as the A-1 well. After much pretrial litigation and a two-month jury trial, the trial judge declared that the plaintiffs were the rightful owners and submitted the plaintiffs' conversion and negligence claims to a jury. The jury returned a general verdict in favor of the defendants, and both sides appealed. Finding no reason to reverse, the Supreme Court affirmed the jury verdict and the trial court's declaratory judgment. View "Tellus Operating Group, LLC, v. Texas Petroleum Investment Co." on Justia Law

Johnson Farms, Inc. and Floyd Johnson filed a complaint against Ethel Halland alleging (1) in her capacity as secretary of Johnson Farms, Inc., Ethel breached her fiduciary duties by diverting corporate funds to herself and others; and (2) Ethel conferred gifts to herself and other family members in contravention of a written trust agreement. The district court granted Ethel's motion for summary judgment, finding that the complaint was barred by the statute of limitations and that equitable estoppel did not toll the statute of limitations. The district court also awarded Ethel attorneys' fees and costs. The Supreme Court affirmed, holding (1) Johnson's claims were barred by the statute of limitations; and (2) the district court did not err in awarding Ethel attorneys' fees and costs. View "Johnson Farms, Inc. v. Halland" on Justia Law

In this appeal, the issue before the Supreme Court was whether a contractor's bid was responsive to the Delaware Department of Transportation's (DelDOT) Request for Proposals (RFP). The contractor's bid did not include required paint certifications. In addition, the bid reflected the contractor's plan to use new steel beams, rather than refurbish the existing ones, as required by the RFP. The contractor chose to submit a bid that did not conform to the project specifications. The Supreme Court concluded that the contractor therefore did so at its own risk. DelDOT's decision that the bid was non-responsive was not arbitrary or capricious. Accordingly, the Court affirmed the trial court's entry of summary judgment in DelDOT's favor. View "Julian v. Delaware Dep't. of Transportation" on Justia Law

Appellant Loan Modification Group, Inc. (LMG) appealed from a jury verdict awarding $414,000 in damages against LMG for breach of partnership duties and responsibilities owed to Appellee, Lisa Reed. The First Circuit Court of Appeals affirmed, holding (1) the jury was entitled to find that although Reed and LMG's partnership was formed in anticipation of and carried out in accordance with the Home Affordable Modification Program (HAMP), it could be fully performed within one year and need not last for the entire four-year duration of HAMP, and thus, the jury could have reasonably rejected application of the Statute of Frauds; (2) the evidence supported the jury's finding that a partnership existed, whether based on an express oral partnership agreement or on an implied partnership agreement; (3) having found that the partnership was never terminated and that LMG breached its fiduciary duties, the jury's damages award was proper; and (4) there was adequate evidentiary support to sustain the jury's damages award. View "Loan Modification Group, Inc. v. Reed" on Justia Law