Justia Contracts Opinion Summaries

In this breach of contract action, the First Circuit affirmed the district court's grant of summary judgment for Defendants on all of Plaintiff's claims and all of Defendants' counterclaims, holding that, based on Plaintiff's waivers, summary judgment was appropriate.Plaintiff was the president of a company that Defendant Riverside Partners, LLC directed one of its portfolio companies to acquire. Defendant Steven Kaplan was a General Partner at Riverside. Plaintiff brought suit alleging that he had an oral side agreement under which Kaplan and Riverside would pay Defendant $1 million if the portfolio company acquired the company and that Defendants did not pay him. Defendant denied that any such side deal existed and counterclaimed for indemnification for breach of certain representations and warranties that Plaintiff had made. The district court granted summary judgment for Defendants and awarded Defendants attorneys' fees. The Supreme Court affirmed, holding (1) Plaintiff waived enforcement of the APA's forum selection clause; (2) Defendants' indemnification claim was ripe; and (3) based on Plaintiff's waivers, the indemnification claim provided a complete defense to Plaintiff's claims and indemnification of attorneys' fees. View "Kelly v. Riverside Partners, LLC" on Justia Law

The Council handles contracts for over 200 New Jersey municipalities, police departments, and school districts. Mid-American sells bulk road salt. The Council's members estimated their salt needs for the 2016-17 winter. The Council issued a comprehensive bid package, anticipating the need for 115,000 tons of rock salt. MidAmerican won the contract, which stated: There is no obligation to purchase [the estimated] quantity. As required by the contract, Mid-American obtained a performance bond costing $93,016; imported $4,800,000 worth of salt from Morocco; and paid $31,250 per month to store the salt and another $58,962.26 to cover it. Mid-American incurred at least another $220,000 in finance costs and additional transportation costs. Council members purchased less than five percent of the estimated tonnage. Mid-American claims “several” Council members purchased salt from MidAmerican’s competitors, who lowered their prices after MidAmerican won the contract.Mid-American sued the Council and 49 of its members, alleging breach of contract, breach of the covenant of good faith and fair dealing, and bad faith under UCC Article 2. The Third Circuit affirmed the denial of relief. No valid requirements contract existed here because the contract was illusory. These sophisticated parties were capable of entering into precisely the contract they desired. Neither the Council nor its members ever promised to purchase from Mid-American all the salt they required View "Mid-American Salt LLC v. Morris County Cooperative Pricing Council" on Justia Law

This appeal arose from a contractual dispute between the Christopher W. James Trust (“the Trust”) and Idaho Mineral Springs, LLC, a water bottling company owned by Helmut Tacke. In 2000, Tacke built Idaho Mineral Springs’ bottling facility on approximately 10 acres of a 374 acre parcel he owned in Lemhi County, Idaho. He installed a high-density polyester pipeline running about eight-tenths of a mile from a spring on the property to the water-bottling plant. From 2000 to 2013, Tacke sold little to no bottled water. By March 2013, Tacke owed on two promissory notes secured by mortgages on the property. That same year, Tacke’s machinery malfunctioned and he needed to obtain new equipment. Tacke negotiated an agreement with Christopher James (“James”), who, with his wife, Debra, were trustees of the Trust and the Firstfruits Foundation (“Firstfruits”), a 501(c)(3) nonprofit foundation. The Agreement called for Firstfruits to pay off the outstanding loans on the property. In exchange, Tacke transferred title to 364 acres of the property, retaining the 10 acres of land where Idaho Mineral Springs’ operations were conducted. The Agreement further provided that the Trust would loan Idaho Mineral Springs $500,000 for two years with a 5% interest rate. Because James expected that the U.S. dollar would depreciate against the Australian dollar and precious metals, the Agreement called for the loan to be repaid in specified quantities of gold, silver and Australian dollars (“the commodity basket”). The Agreement also called for quarterly interest payments of 1.25% based upon the value of the commodity basket. Firstfruits entered into a joint venture with another nonprofit, Youth Employment Program, which sought to develop and manage the 364 acres. A conflict arose between the parties over Tacke’s waterline: Adams removed Tacke’s mainline and replaced it with a new PVC system. Adams reduced the flow to Idaho Mineral Springs from 91 gallons per minute (a discharge rate that Adams believed “could collapse the mainline”) to 30 gallons per minute. Tacke claimed that the new water system prohibited a direct flow of water from the spring to his plant and operated at a dramatically lower pressure than Tacke needed for Idaho Mineral Springs’ operations. Tacke appealed the district court’s ultimate judgment in favor of the Trust for $653,793.40. The Idaho Supreme Court reversed and remanded, finding that the awards of contract damages and prejudgment interest had to be vacated because the Trust failed to prove the value of the commodity basket. The matter was remanded for further proceedings. View "Christopher W. James Trust v. Tacke" on Justia Law

A "subtle" question concerning entitlement to attorney fees raised by this appeal was one of first impression for the Court of Appeal. In a separate lawsuit filed at Superior Court, plaintiffs obtained a judgment for breach of contract, including an award of attorney fees, against certain entities not parties to the present suit. Plaintiffs filed the present enforcement action against defendants, seeking to hold them liable on the judgment as alter egos of the judgment debtors. Plaintiffs lost against one of the defendants, Steve Saleen (Steve). Steve moved for attorney fees under the contract; the court granted the motion and plaintiffs appeals. Plaintiffs contended this was not an action on the contract and, therefore, fees were unavailable under Civil Code section 1717. Instead, it was an enforcement action. They cited caselaw for the proposition that a judgment on the contract subsumes and extinguishes contractual rights. On the other hand, had plaintiffs included Steve as a defendant in the Superior Court suit, making the exact same alter ego allegations they made to the Court of Appeal, undoubtedly Steve would have been entitled to contractual attorney fees under the doctrine of reciprocity established by Civil Code section 1717 and Reynolds Metals Co. v. Alperson, 25 Cal.3d 124 (1979), even though he was not a signatory on the contract. The Court of Appeal concluded the timing of an alter ego claim (either pre- or postjudgment) was too arbitrary a consideration on which to base the right to attorney fees. "When a judgment creditor attempts to add a party to a breach of contract judgment that includes a contractual fee award, the suit is essentially 'on the contract' for purposes of Civil Code section 1717." The Court therefore agreed with Steve and affirmed judgment. View "MSY Trading Inc. v. Saleen Automotive, Inc." on Justia Law

In appeal no. 1180355, Donald Porter, Marc Porter, Porter Capital Corporation, Porter Bridge Loan Company, Inc., Lowerline Corporation, CapitalPartners Leasing, Inc., and CapitalPartners Leasing, LLC (hereinafter referred to collectively as "the Porter defendants"), appealed a judgment entered in favor of Byron Porter Williamson in his action seeking specific performance of a shareholders agreement that Williamson had entered into with Donald and Marc ("the agreement"). In appeal no. 1180634, Williamson cross-appealed the same judgment seeking prejudgment interest on the full amount of the judgment. The question presented for the Alabama Supreme Court's review was whether the trial court exceeded the scope of Williamson's request for specific performance of the agreement by awarding Williamson a monetary sum representing the value of his interest in the Porter companies based on a valuation process that differed from the valuation process set forth in the agreement. The Porter defendants did not challenge the trial court's determination that Williamson's retirement was a "triggering event" under the agreement that required the Porter defendants to "acquire" Williamson's shares under paragraph 9 of the agreement. They argued only that the trial court awarded relief beyond the scope of a request for specific performance of the agreement. The Supreme Court concurred the trial court's determination of share value used an evaluation process inconsistent with the agreement. The cross-appeal was dismissed and the matter remanded for further proceedings. View "Porter, et al. v. Williamson" on Justia Law

The Supreme Court reversed the judgment of the court of appeals reversing the order of the trial court that Petitioners pay $7,000 from a supersedeas bond over losing the underlying appeal and ordering Petitioners to pay $114,280 from the bond, holding that the court of appeals erred in calculating the amount.When Petitioners were ousted from land upon which their cattle grazed, they brought this action challenging the ouster. The trial court granted summary judgment in part for Respondents then, after a trial, rendered judgment that Petitioners take nothing. The trial court allowed Petitioners to suspend the judgment by posting a supersedeas bond, which meant Petitioners could keep their cattle on the leased land during the appeal. The trial court ruled that Respondent was entitled to $7,000 from the bond. The court of appeals reversed, concluding that Respondent should recover $114,280 from the bond, basing its calculation on the expense Petitioners would have incurred if the judgment had not been superseded. At issue was how "loss or damage" is calculated on release of a supersedeas bond under Tex. R. App. 24.2(a)(3). The Supreme Court reinstated the trial court's order, holding that the proper measure is the actual loss Respondent suffered because the judgment was superseded. View "Haedge v. Central Texas Cattlemen's Ass'n" on Justia Law

In this contract and tort action brought by the buyers of a business pursuant to a written purchase agreement the Supreme Court affirmed the judgment of the trial court granting summary judgment for the sellers and dismissing the sellers' agents, holding that the trial court did not err or abuse its discretion.Buyers bought a business from Sellers pursuant to a written purchase agreement. Buyers later bought this action against Sellers and their agents. Sellers counterclaimed for amounts owing under promissory notes. The Supreme Court dismissed the agents under Neb. Ct. R. Pldg. 6-1112(b)(6) and entered summary judgment for Sellers on all claims and counterclaims. The court then denied Sellers' motion for attorney fees. The Supreme Court affirmed, holding (1) undisputed facts supported the summary judgments for Sellers; (2) the complaint stated no claim against the agent; and (3) the trial court did not abuse its discretion in denying attorney fees to Sellers. View "Nathan v. McDermott" on Justia Law

In this appeal by allowance, a covenant not to compete was executed by an employee after the first day of employment. The issue presented for the Pennsylvania Supreme Court's review was whether the employer could enforce that provision in the post-employment timeframe although no new consideration was supplied in connection with its execution. The Supreme Court concluded the trial court properly denied a motion for a preliminary injunction: there was no evidence suggesting that, as of the commencement of the employment relationship, there was a meeting of the minds as to the noncompete agreement (NCA), or that the employee otherwise manifested his assent to provisions of the NCA that he was given, or an intent to be bound by them. View "Rullex Co., LLC. v. Tel-Stream, Inc." on Justia Law

Plaintiff Signature Leasing, LLC requested a declaratory judgment regarding a contract containing an arbitration clause which Plaintiff alleged that Defendants Buyer's Group, LLC and Williams & Williams Marketing Services, Inc. had fraudulently induced Plaintiff to sign. Defendants filed motions to dismiss and motions to compel arbitration which the district court granted. The Court of Civil Appeals reversed and remanded to the district court. The underlying question presented for the Oklahoma Supreme Court's review was whether the district court or the arbitrator determined challenges of fraudulent inducement to the entirety of a contract which contains an arbitration clause under the Oklahoma Uniform Arbitration Act (OUAA). The Court determined the arbitrator makes that determination, and affirmed the judgment of the district court compelling the matter to arbitration. View "Signature Leasing, LLC v. Buyer's Group, LLC" on Justia Law

Consolidated appeals stemmed from an August 2012 transaction in which SMM Gulf Coast, LLC ("SMM"), purchased the assets of four salvage and recycling businesses in Alabama and Mississippi. After that transaction closed, Dade Capital Corporation ("Dade"), a creditor of one of the businesses whose assets were purchased by SMM, and Dade's president David Fournier, who owned stock in that same business, sued SMM, the four businesses that had sold their assets to SMM, and various individuals associated with those businesses alleging that Dade and Fournier should have received a greater share of the purchase price paid by SMM. Following a bifurcated trial, the trial court found that Dade and Fournier's claims were barred by a release agreement that Fournier executed in conjunction with the transaction and entered a judgment against them. SMM, two of the businesses that had sold their assets to SMM, and two individuals with ownership interests in those businesses subsequently moved the trial court to award them attorney fees, court costs, and litigation expenses in accordance with a prevailing-party provision in the release agreement. The trial court denied their motions, and those parties appeal, arguing that the prevailing-party provision entitles them to the requested awards and that they have not waived their right to recover the requested amounts. The Alabama Supreme Court determined that none of the reasons the trial court used as grounds for denial SMM's reimbursement motions was a proper basis for denial. Judgment was reversed and the matter remanded for the trial court to consider the evidence submitted by SMM and the appellant sellers in conjunction with their motions for reimbursement and to enter an appropriate award based on that evidence. View "Collier v. Dade Capital Corporation" on Justia Law