Justia Contracts Opinion Summaries

Defendants DISH Network LLC, AT&T Corporation, and EchoStar Satellite LLC appealed a judgment and two postjudgment orders in favor of plaintiffs Manuel and Deborah Holguin following a jury trial on the Holguins' complaint for breach of contract, negligence, and other torts. DISH, AT&T, and EchoStar argued that the trial court erred by denying their motion for judgment notwithstanding the verdict and for a new trial and by granting contractual attorney fees to the Holguins. The Holguins cross-appealed, arguing the court abused its discretion in making an award of attorney fees that allegedly did not fully compensate the Holguins' attorneys. The Holguins ordered a bundle consisting of telephone, Internet, and satellite television services. A DISH technician arrived at the Holguins' home to install the satellite dish and related equipment. The installation did not go as planned. The DISH technician drilled through a sewer pipe in the wall, fed a satellite television cable through it, and patched the wall without repairing the pipe. The Holguins did not discover the improper installation until 14 months later. In the intervening time, the damaged pipe leaked sewer water into the surrounding wall cavity and caused mold buildup in the Holguins' home. As a result, the Holguins suffered respiratory problems and other health issues. A DISH representative told the Holguins that DISH would reimburse them if they did not want to live in their house pending repair work, but the Holguins never received reimbursement. The Holguins retained an attorney and an industrial hygienist, who told the Holguins that there was still extensive mold growth even after remediation work. In particular, there was evidence of mold growth in other areas of the Holguins' home, in addition to the area immediately surrounding the damaged pipe. The Holguins asked DISH to complete the remediation and repair, but DISH did not do any additional work. The Holguins eventually hired their own contractor, who performed the remediation and repair at the Holguins' expense. DISH California admitted that the Holguins' satellite television equipment was negligently installed, but it denied that it was responsible for damages beyond the cost of repairing the pipe and certain incidentals. Aside from DISH California's admission of negligence, the defendants denied all of the Holguins' claims. Finding no reversible error, the Court of Appeal affirmed the trial court's denial of defendants' posttrial motions, and the trial court's order awarding attorney fees. View "Holguin v. Dish Network LLC" on Justia Law

In 2007, Larry Thompson executed a continuing guaranty in favor of Lafarge Building Materials, Inc., as part of an application for credit submitted by his company, Elite Dwellings, LLC. During 2008, Elite Dwellings ordered building materials under the account established based on the application but then failed to pay Lafarge for the materials. In May 2009, Lafarge sued Elite Dwellings and Thompson, alleging that they were jointly and severally liable for the debt. Lafarge and Thompson eventually filed cross-motions for summary judgment, and in October 2012, the trial court ruled that the guaranty satisfied the Statute of Frauds and entered summary judgment against Elite Dwellings and Thompson jointly and severally. Elite Dwellings did not appeal the judgment, but Thompson did. A divided Court of Appeals reversed, holding that the guaranty was unenforceable because it did not sufficiently identify the name of the principal debtor and thus failed to satisfy the Statute of Frauds. The question presented for the Supreme Court's review was whether the Court of Appeals erred in holding that the guaranty agreement at issue here did not identify the principal debtor with sufficient specificity to satisfy the Statute of Frauds. The Supreme Court concluded the appellate court did err, and reversed. View "Lafarge Building Materials, Inc. v. Thompson" on Justia Law

Mid-Continent Casualty Company brought a declaratory judgment action to settle an issue with its commercial commercial general liability (CGL) policy issued to Pennant Service Company. In 2001, True Oil Company, an owner and operator of oil and gas wells, entered into a master service contract (MSC) with Pennant for work on a well in Wyoming. The MSC included a provision whereby Pennant agreed to indemnify True Oil resulting from either Pennant or True Oil's negligence. In July 2001, Christopher Van Norman, a Pennant employee, was injured in an accident at True Oil's well. Van Norman sued True Oil in Wyoming state court for negligence. In accordance with the MSC's indemnity provision, counsel for True Oil wrote to Pennant requesting indemnification for its defense costs, attorney fees, and any award that Van Norman might recover against it. Mid-Continent refused to defend or indemnify True Oil based on Wyoming's Anti-Indemnity Statute, which invalidates agreements related to oil or gas wells that "indemnify the indemnitee against loss or liability for damages for . . . bodily injury to persons." In May 2002, True Oil brought a federal action against Mid-Continent for declaratory relief, breach of contract (CGL policy), and other related claims. In February 2005, the district court granted Mid-Continent summary judgment, determining that the MSC's indemnity provision, when invoked with respect to claims of the indemnitee's own negligence was unenforceable as a matter of public policy. The court held that Mid-Continent was not required to defend or indemnify True Oil in the underlying suit as it then existed because "where an indemnification provision in a MSC is void and unenforceable, the insurer never actually assumed any of the indemnitee's liabilities under the policy." The district court granted summary judgment to True Oil, determining Mid-Continent breached its duty to defend and indemnify True Oil. As damages, the court awarded True Oil the amount it paid to settle the underlying suit and the attorney fees and costs incurred in defending itself. Mid-Continent appealed the district court's judgment. Finding no reversible error, the Tenth Circuit affirmed.View "Mid-Continent v. True Oil Company" on Justia Law

The case involves statements made by plaintiff Vehicle Market Research, Inc. (VMR) in a breach of contract case that were allegedly inconsistent with earlier statements by its sole owner, John Tagliapietra. VMR developed and owned certain intellectual property, including a software system to calculate the value of a total loss of an automobile for the purposes of the automobile insurance industry and certain “pre-existing software tools, utilities, concepts, techniques, text, research or development” used in the development of the software. When Mr. Tagliapietra filed for personal bankruptcy, he asserted that his shares in VMR were worth nothing. A few years later, as the bankruptcy was winding down, VMR sued Mitchell International, Inc., a company which held an exclusive license to VMR's technology. That case sought $4.5 million in damages for the alleged misappropriation of that technology. The question this case presented to the Tenth Circuit was whether the statements by VMR and Mr. Tagliapietra in the litigation against Mitchell were so clearly contrary to the statements made by Mr. Tagliapietra in his bankruptcy proceeding that VMR should have been judicially estopped from proceeding with its suit against Mitchell. After review, the Court concluded that neither VMR’s litigation claim for payments nor Mr. Tagliapietra’s deposition testimony in that lawsuit was clearly inconsistent with his valuation of 0.00 for his VMR stock at the time of his bankruptcy petition in 2005, the date when the initial bankruptcy representations were made. "If there were grounds for judicial estoppel, it would have to be based on a duty by Mr. Tagliapietra to amend his bankruptcy pleadings to report a possible increased value for his VMR stock at least as of the time that VMR filed its suit against Mitchell in 2009. However, our precedent is not clear on whether a debtor has a continuing duty to amend his bankruptcy schedules when the estate’s assets change in value. Given our reluctance to invoke judicial estoppel, and keeping in mind that judicial estoppel is an affirmative defense that its proponent must prove, we conclude that in this case Mitchell has not met its burden of showing any clearly inconsistent statements that would warrant that relief." View "Vehicle Market Research v. Mitchell International" on Justia Law

Petitioners B2K Systems, LLC, a Delaware limited-liability company; Ingenuity International, LLC, a foreign corporation; and Robert A. Przybysz, sought a writ of mandamus seeking enforcement of an outbound forum-selection clause and the reversal of a preliminary injunction entered by an Alabama Circuit Court. This matter arose out of a business dispute. Respondent Nannette Smith, was the founder and president of, and the sole shareholder in, B2K Systems, Inc., a Birmingham-based Alabama corporation that developed specialized software for point-of-sale retailers. In 2012, B2K, Inc. sold its assets to B2K Systems, LLC (a corporation set up for the purpose of acquiring B2K Inc's assets). Przybysz, the managing member and CEO of B2K LLC and Ingenuity, executed the promissory note on behalf of B2K LLC and the guaranty agreement on behalf of Ingenuity. That same day, B2K LLC and Smith entered into the employment agreement, pursuant to which Smith became president of B2K LLC. Each agreement (an asset-purchase agreement, employment agreement, promissory note, and guaranty agreement) contained a forum-selection clause. All the agreements provided that the law of the State of Delaware would govern (the forum selection clauses in each lie at the heart of this appeal). Following the purchase, relations between Smith and B2K LLC deteriorated. In 2014, Przybysz acted to terminate Smith's employment with B2K LLC, "for cause." The same day, B2K LLC filed for and received a temporary restraining order ("TRO") from a Kent, Michigan Circuit Court. Along with its request for the TRO, B2K LLC filed a lawsuit against Smith alleging breach of Smith's employment agreement with B2K LLC, breach of fiduciary duty, and breach of the asset-purchase agreement. The day after the Michigan TRO was issued, Smith filed a complaint and a petition for a TRO in Alabama ("the trial court"), seeking her own TRO against the petitioners and also seeking monetary damages for breach of the employment contract and the promissory note. The Alabama court issued the TRO. Petitioners then moved to dissolve the TRO and to dismiss Smith's lawsuit, arguing, in part, that under the various forum-selection clauses contained in the parties' agreements, either the Kent, Michigan Circuit Court or the United States District Court for the Western District of Michigan were the exclusive forums for Smith's lawsuit. Smith argued that venue in the Alabama court was proper, that the forum-selection clauses were permissive rather than mandatory, and that Michigan was a seriously inconvenient forum. The trial court noted that the forum-selection clauses were "inartful" and concluded that venue was proper in both Alabama and Michigan. The petitioners filed this petition for a writ of mandamus 13 days after the entry of the preliminary injunction. Because the Alabama Supreme Court was presented "with no viable argument or citation of authority regarding the proper standards for interpreting or enforcing the forum-selection clauses at issue," it declined "to disturb the trial court's determination that its exercise of authority in this case was not prohibited by those clauses." As such, petitioners failed to establish a clear legal right to the dismissal of Smith's action based on the forum-selection clauses. As to the venue issue, the petition for the writ of mandamus was also denied: Smith failed to convince the Court that, without the injunction, she would suffer irreparable injury. View "Smith v. B2K Systems, LLC et al" on Justia Law

Jade Fashion filed suit against Harkham, alleging causes of action for breach of contract, goods sold and delivered, open book account, account stated, and breach of guaranty. Jade Fashion claimed that Harkham breached the parties' written agreement by failing to comply with the payment terms set forth in the agreement, including refusing to pay the remaining principal balance for goods it purchased from Jade Fashion. Harkham counterclaimed for fraud, conversion, and unjust enrichment. On appeal, Harkham challenged the trial court's grant of summary judgment in favor of Jade Fashion. Because Jade Fashion filed a respondent's appendix that included all the improperly omitted documents at issue, the court reviewed the trial court's summary judgment on the merits. The court concluded that the trial court properly granted summary judgment on the breach of contract claims; even assuming that the trial court erred in granting summary judgment on the common count claims, Harkham cannot show prejudice because Jade Fashion was entitled to judgment as a matter of law on the breach of contract claims and no additional damages were awarded on the common count claims; the trial court acted within its discretion in denying the request for a continuance because Harkham failed to show how facts essential to its opposition could be obtained by deposing Jade Fashion's attorney; and, therefore, the court affirmed the judgment of the trial court.View "Jade Fashion v. Harkham Industries" on Justia Law

Fair Wind owns sailing schools, including one in St. Thomas, Virgin Islands. In 2007 Fair Wind hired Bouffard as a captain and instructor, under a contract precluding Bouffard from joining a competitor within 20 miles of the St. Thomas school for two years after the end of his employment. In 2010, relying on BouffardView "Fair Wind Sailing Inc v. Dempster" on Justia Law

Western Horizons sued Dakota Travel Nurse, a North Dakota corporation that contracts with healthcare facilities to provide licensed nursing staff, alleging Western Horizons and Dakota Travel Nurse entered a 2008 contract for Dakota Travel Nurse to provide licensed nursing staff for Western Horizons Care Center, a nursing home in Hettinger owned and operated by Western Horizons. Western Horizons claimed the parties' contract required Dakota Travel Nurse to "indemnify, hold harmless and defend Western Horizons against any and all claims, losses, demands, actions, administrative proceedings, liabilities and judgments, including reasonable attorneys fees, court[] costs and other expenses, arising from or associated with the action or inaction of [Dakota Travel Nurse] personnel." Western Horizons alleged Dakota Travel Nurse refused to defend or indemnify Western Horizons in a nursing home resident's prior lawsuit against Western Horizons for injuries allegedly arising from the actions or inactions of Dakota Travel Nurse personnel providing care to the resident at the time of his injury. Dakota Travel Nurse was not a party to the resident's prior lawsuit, and Dakota Travel Nurse refused Western Horizons' tender of a defense in that action. Western Horizons thereafter settled the resident's lawsuit and brought this action against Dakota Travel Nurse, seeking a monetary judgment equal to the amount paid to settle the resident's lawsuit, plus costs and reasonable attorney's fees incurred by Western Horizons in defense of that action. Western Horizons Living Centers petitioned the Supreme Court for a supervisory writ directing the district court to reverse an order compelling Western Horizons to answer discovery requests by Dakota Travel Nurse, Inc., for information involving a nursing home resident's prior lawsuit against Western Horizons. Western Horizons argued that its insurer's claims file in the prior lawsuit was protected by the lawyer-client privilege and that settlement negotiations and related documents from the prior lawsuit are not subject to discovery in this action. Upon review of the matter, the Supreme Court concluded this was an appropriate case to exercise our supervisory jurisdiction. The Supreme Court directed the district court to vacate its order compelling discovery. The case was then remanded for further proceedings. View "Western Horizons Living Centers v. Feland" on Justia Law

Steak n Shake owns and operates 415 restaurants and grants about 100 franchises for the operation of Steak n Shake restaurants by others. The operators of franchises in Missouri, Georgia, and Pennsylvania claim that since 1939, franchisees have set their own menu prices and participated in corporate pricing promotions at their option. After a corporate takeover in 2010, Steak n Shake enacted a new policy that requires them to adhere to company pricing on every menu item and to participate in all promotions. They also must purchase all products from a single distributor at a price negotiated by Steak n Shake. The policy had an adverse effect on revenues. The franchisees sought a declaratory judgment. About a month later, Steak n Shake adopted an arbitration policy requiring the franchisees to engage in nonbinding arbitration at Steak n Shake’s request and moved to stay the federal lawsuits. The district court refused to compel arbitration. Although each franchise agreement (except one) contained a clause in which Steak n Shake “reserve[d] the right to institute at any time a system of nonbinding arbitration or mediation,” the district court concluded that any agreement to arbitrate was illusory. The Seventh Circuit affirmed, agreeing that the arbitration clauses are illusory and unenforceable under Indiana law, and declining to address whether the disputes were within the scope of the arbitration agreements or whether nonbinding arbitration fits within the definition of arbitration under the Federal Arbitration Act.View "Druco Rests., Inc. v. Steak N Shake Enters., Inc." on Justia Law

James Garside acquired shares in South Despain Ditch Company in contravention of corporate restrictions on transferability of South Despain shares. After the sale, South Despain refused to issue certificates in Garside’s name and recognize him as a shareholder, claiming that the sale violated the transfer restrictions and was therefore was void. Garside filed suit, challenging the enforceability of the restrictions and asserting that their enforcement put South Despain in breach of its obligations in contract, fiduciary duty and the Utah Nonprofit Corporation Act. The district court granted summary judgment in favor of South Despain. Garside died during litigation, and Paul Southam proceeded on appeal. The Supreme Court affirmed, holding that the restrictions on the transfer of South Despain shares were enforceable, and thus, Southam acquired no viable rights as a shareholder. Absent a shareholder interest in the corporation, Southam lacked standing to pursue any of his claims.View "Southam v. S. Despain Ditch Co." on Justia Law