Justia Contracts Opinion Summaries

Wilbur Shriner, the holder of a homeowner’s insurance policy from Amica Mutual Insurance Company (Amica), appealed the trial court’s grant of summary judgment to Amica and denial of his cross-motion for summary judgment. Shriner owned a glassblowing studio in Burlington until he sold the property in December 2007 and moved the glassblowing equipment to his home in Charlotte. He and his friend set up the equipment in the garage at Shriner’s property and began making glass in late 2008 or early 2009. From 2009 to 2012, Shriner and his friend “sometimes made glass for a week or two, and then would shut down for weeks due to lack of money.” During that three-year period, they made glassware approximately one time per week on average, and glassmaking was never more than an occasional or part-time activity for him. Throughout those three years, Shriner earned income from glassblowing, as well as from the redevelopment and rental of investment properties and from an organic honey and vegetable operation. In early 2012, the furnace exhaust system in a piece of glassmaking equipment malfunctioned and caused a fire that destroyed the garage and all of the property and equipment inside it. At the time, Shriner’s home was covered by his homeowner’s policy with Amica, which covered losses from fire and provided replacement coverage for buildings and personal property. The policy carried a $25,000 deductible and contained an exclusion from coverage for structures from which a business was conducted. Shriner submitted a personal property inventory for the property destroyed in the fire, with a replacement cost totaling $88,354.91. Amica accepted Shriner’s fire-loss claim and determined the replacement cost of the garage to be $42,422.97. Amica applied the policy’s $25,000 deductible and made an actual cash-value payment of $1460.53 as an advance partial payment to Shriner for the garage. Amica then changed positions and, asserting that Shriner’s glassblowing activities constituted a “business” for the purposes of the policy’s exclusion, refused to make any further payments to replace the garage. Amica paid Shriner $11,613 for nonbusiness property that was destroyed in the garage but capped its payment for other property in the inventory at $2500, which was the maximum reimbursement permitted under the policy for “business” personal property. Shriner brought suit to recover the full amount of his claim, and the court granted summary judgment to Amica. This appeal followed. Finding no reversible error, the Vermont Supreme Court affirmed. View "Shriner v. Amica Mutual Ins. Co." on Justia Law

The parties to this suit agreed they had a contract, but disputed prices. The district court granted summary judgment to CSI Calendaring, Inc. On appeal the parties raised a number of arguments about whose view of the price should prevail. They disagreed about whether they already had agreed on the price before issuance of the January quote at issue, whether the January quote modified any prior agreement, and whether Obermeyer Hydro Accessories, Inc. was bound by CSI’s view of the pricing because Obermeyer paid a number of invoices over several months that reflected that view. In the Tenth Circuit's view, there were unresolved factual disputes that precluded judgment for either party, and therefore reversed and remanded for further proceedings. View "Obermeyer Hydro v. CSI Calendering" on Justia Law

Plaintiff Muhammad Iqbal appealed the grant of summary judgment entered against his complaint for personal injuries. In 2011, plaintiff sued Yosemite Auto Sales, Inc. (Yosemite Auto), its owner Eyad Kaid, and Alla Abuziadeh, individually and doing business as Jimmy’s Tow (collectively, the former defendants), for personal injuries. He alleged Yosemite Auto retained him to determine why a vehicle it owned would not start. Unknown to plaintiff, Abuziadeh earlier towed the vehicle to Yosemite Auto and disconnected the transmission shift linkage to do so. He allegedly did not reconnect the shift linkage after towing the car. The trial court ruled the complaint was barred by a general release plaintiff had previously executed that immunized “affiliates” of the defendants in the former case, and defendant Imran Ziadeh was such an affiliate. The Court of Appeal concluded as a matter of law defendant was not a protected “affiliate,” as that term was commonly understood, and reversed. View "Iqbal v. Ziadeh" on Justia Law

Plaintiff filed suit against defendants, alleging fraud and conspiracy and seeking as damages the difference between the price he paid and the actual value of the restaurants he purchased from defendants based on a multiple of the restaurants' actual sales. The district court granted summary judgment for defendants, concluding that plaintiff failed to introduce adequate evidence of damages, particularly of the actual value of the restaurants at the time of the sale. The court vacated and remanded, concluding that plaintiff presented sufficient evidence to create a dispute of material fact as to the amount of their damages. In this case, plaintiff attempted to estimate with reasonable precision the actual value of the restaurants at the time of purchase, using the widely accepted income-based approach with a capitalization multiplier that was purportedly the industry standard and that the parties allegedly used to agree on the $600,000 purchase price. View "Sharma v. USA International, LLC" on Justia Law

This action stemmed from Defendants’ financing of Plaintiffs’ real property located in Wyoming and California. Plaintiffs filed this action in Wyoming against Defendants alleging breach of contract, fraud in the inducement, and violation of a California law governing fraudulent business practices. Plaintiffs sought monetary and punitive damages, rescission and restitution, and an order declaring all encumbrances recorded against their Wyoming property void and expunged. After applying Wyoming law, the district court granted Defendants’ motions to dismiss and for judgment on the pleadings, concluding that Plaintiffs’ breach of contract claims were barred by the statute of frauds and that Plaintiffs failed to plead their fraud and fraud-based claims with the particularity required by Wyo. R. Crim. P. 9(b). View "Elworthy v. First Tennessee Bank" on Justia Law

Plaintiff-Appellant Suture Express, Inc. appeals from the district court’s entry of summary judgment in favor of Cardinal Health 200, LLC (“Cardinal”) and Owens & Minor Distribution, Inc. (“O&M”) under Section 1 of the Sherman Antitrust Act, Section 3 of the Clayton Act, and the Kansas Restraint of Trade Act (“KRTA”). Suture Express, Cardinal, and O&M compete in the national broadline medical-and-surgical (“med-surg”) supply and distribution market. After Suture Express entered the "suture-endo" market and steadily grew its market share, Cardinal and O&M responded by instituting bundling packages in their contracts. Suture Express sued Cardinal and O&M, alleging that their bundling arrangements constituted an illegal tying practice in violation of federal and state antitrust laws. The court held that Suture Express’s federal claims failed as a matter of law because it could not establish that either Cardinal or O&M individually possessed sufficient market power in the other-med-surg market that would permit it to restrain trade in the suture-endo market. Even were this not the case, however, the court also held that: (1) Suture Express could not establish antitrust injury because it had not shown that competition itself had been harmed; and (2) Cardinal and O&M cited sufficient procompetitive justifications for the bundling arrangement to overcome any harm caused by any anticompetitive effects resulting from the bundle. Viewing the evidence in the light most favorable to Suture Express, the Tenth Circuit did not think the company could survive summary judgment under Section 1 of the Sherman Act, Section 3 of the Clayton Act, or the Kansas Restraint of Trade Act. "There simply is not enough probative evidence by which a reasonable jury could find that Cardinal’s and O&M’s bundling arrangement unreasonably restrained trade in violation of federal or state antitrust law." View "Suture Express v. Owens & Minor" on Justia Law

Carrington appealed the district court's judgment requiring them to pay plaintiff, the indirect purchaser and assignee of a limited prejudgment interest in defendants' fund, damages plus prejudgment interest for breach of the limited partnership agreement. Defendants principally contend that the district court erred in its interpretation of the agreement and should have granted summary judgment in their favor on the issue of liability. Defendants argue that, in any event, permitting plaintiff to withdraw from the fund would have precipitated a sale of fund assets at distressed prices, making it impossible for plaintiff to receive more than a minuscule distribution, if any. The court rejected defendants' challenges to the district court's ruling on the issue of liability. However, the court concluded that there were factual issues to be tried as to the calculation of damages. Accordingly, the court vacated and remanded for further proceedings. View "Umbach v. Carrington Investment Partners (US)" on Justia Law

APS is a broker for the purchase and sale of accounting practices, working through brokers who are treated as independent contractors and are assigned exclusive sales territories. Burford became an APS broker in 2003, under a contract with a “minimum yearly sales volume” requirement. Burford did not meet this requirement for four consecutive years. In 2010, APS’s owner, Holmes spoke with Burford about his poor performance. Burford failed to meet his minimum yearly sales volume requirements again in 2010 and 2011. In 2012, APS terminated Burford’s contract and reassigned his sales territory. Burford filed suit. The district court granted summary judgment in favor of the defendants, reasoning that Burford’s contract was terminable at will. On remand, a jury found for APS. The Seventh Circuit affirmed, rejecting arguments that the trial court erred by supposedly allowing APS to change the legal theory for its defense in violation of the “mend‐the‐hold” doctrine in Illinois law and abused its discretion by denying admission of an exhibit. The court also rejected an argument that the verdict was contrary to the weight of the evidence on whether APS waived its right to enforce the minimum sales requirement. View "Estate of Burford v. Accounting Practice Sales, Inc" on Justia Law

When this case came before the Mississippi Supreme Court on interlocutory appeal, the Court reversed in part. Because it was undisputed that neither sub-subcontractor Ground Control, LLC nor subcontractor Capsco Industries, Inc. (both Alabama companies) had a statutorily required certificate of responsibility to work in Mississippi, the Court agreed that the subcontract was void. But the Court found, despite the void contract, "Ground Control should not be precluded from having the opportunity to proceed in court under a claim for the value of what it expended in labor and supplies on the project." The case was remanded to the trial court so Ground Control could pursue the nonbarred "claims of unjust enrichment and quantum meruit." Despite this holding, Ground Control argued in this appeal that the trial court erred by limiting its claims on remand to unjust enrichment and quantum meruit. The Supreme Court found no error in the trial court so limiting Ground Control's claims. The Supreme Court did, however, find W.G. Yates and Sons Construction Company (Yates) and Capsco raised reversible errors in their cross-appeals. Based on the evidence presented at trial, the Supreme Court found Yates was entitled to a directed verdict because Ground Control failed to prove Yates’s liability for quantum meruit damages. The Court also found the quantum meruit damages award against Capsco was against the overwhelming weight of the evidence. Consequently, Capsco was entitled to a remittitur. The Court affirmed on Ground Control’s and Ground Control owner Frank Beaton’s direct appeals. On cross-appeal, the Court reversed a $36,644.69 judgment against Yates and rendered a judgment in Yates’s favor. The Court also reversed a $825,583.31 judgment against Capsco. The quantum meruit claim against Capsco was remanded, instructing the trial court to conduct a new trial on damages alone, unless a remittitur of $626,407.31, making the damage award $199,096, was accepted by Ground Control and Capsco. View "Ground Control, LLC v. Capsco Industries, Inc." on Justia Law

In 2008, Kinzel, then CEO of Cedar Fair, borrowed $8,000,000 from Merrill Lynch to finance his exercise of the company’s stock options and to pay estimated taxes that would be due immediately upon exercise. Kinzel pledged the shares that he would acquire as collateral and entered into an agreement that allowed Merrill Lynch, “in its sole discretion and without prior notice,” to “liquidate” the collateral upon any of twelve events, including “if the value of the . . . collateral is in the sole judgment of [Merrill Lynch] insufficient.” The market value of the company dropped from the exercise price of $23.19 per share in April 2008 to $6.99 per share in March 2009. Having set a $7.00-per-share “trigger” to liquidate, Merrill Lynch began selling Kinzel’s shares, without advance notice to Kinzel and without first making demand upon Kinzel for repayment. Kinzel appealed the district court’s denial of leave to file an amended complaint to reassert a breach-of-contract claim that had been dismissed, and final judgment in favor of Merrill Lynch on a breach-of-good-faith claim. The Sixth Circuit affirmed, finding that Kinzel could not state a claim for breach of contract and that Merrill Lynch exercised its discretion within the “contemplated range” of “judgment based upon sincerity, honesty, fair dealing and good faith.” View "Kinzel v. Bank of America" on Justia Law