Justia Contracts Opinion Summaries

This case centered on a contract dispute between Clean Energy Collective LLC (CEC) and two defendants, Borrego Solar Systems, Inc. (Borrego) and 1115 Solar Development, LLC (1115 Solar). CEC was a Colorado limited liability company; Borrego was a California corporation headquartered in San Diego, and 1115 Solar was a Delaware limited liability company with its principal place of business in California. Borrego was 1115 Solar’s parent company and owned the latter in its entirety. CEC’s claims against Borrego and 1115 Solar arose from an asset purchase agreement (“APA”) to construct several solar photovoltaic projects. The APA specified that CEC would pay defendants to construct three power-generation projects in Massachusetts and allowed for additional projects pursuant to separate contracts governed by the APA’s terms. After the parties were unable to resolve disagreements regarding pricing and payments for projects subject to the APA (all of which were to be completed outside Colorado) CEC sued the defendants in Colorado, asserting claims for breach of contract and breach of warranty. The issue presented for the Supreme Court's review was whether the trial court erred in concluding Borrego was subject to general personal jurisdiction in Colorado. Because the trial court did not assess whether Borrego was essentially at home in Colorado, the Court concluded it did not fully apply the test announced in "Magill v. Ford Motor Co.," (379 P.3d 1033), and therefore erred in exercising general personal jurisdiction over Borrego. Applying the complete test itself, the Court concluded Borrego was not subject to general jurisdiction in Colorado. View "In re Clean Energy Collective LLC v. Borrego Solar Sys., Inc." on Justia Law

Val and LaRee Westover appealed the district court’s judgment and denial of their request for writs of mandate and prohibition against Franklin County Assessor Jase Cundick. The dispute arose when the Westovers granted an easement to Rocky Mountain Power on property owned by the Westovers. Based on his office’s records, Cundick sent a letter to Rocky Mountain Power stating that the Westovers did not own the property in question. The Westovers sought a writ of mandate to require Cundick to retract the letter and a writ of prohibition to prevent him from sending such letters in the future. The district court denied the Westovers’ request for writs of mandate and prohibition after it concluded that there were other remedies available at law. On appeal, the Westovers argued the district court erred by failing to grant injunctive relief prohibiting Cundick from sending out letters concerning real estate transactions and property ownership. Although the Westovers’ complaint did not request that the district court grant injunctive relief, they argued that the district court erred because the Westovers were clearly entitled to injunctive relief under Idaho Rule of Civil Procedure 54(c). Finding no reversible error, the Supreme Court affirmed. View "Westover v. Cundick" on Justia Law

Plaintiff and Defendants entered into a business relationship embodied in a series of oral and written agreements. Two of the written agreements contained clauses subjecting disputes arising out of the agreements to the sole jurisdiction of Florida courts. Plaintiff later brought this action for breach of contract, fraud, and related causes of action. Citing the two Florida forum selection clauses, Defendants moved to dismiss the action on grounds of forum non conveniens. The trial court granted the motion. Defendants then moved to recover $84,640 in attorney fees incurred in connection with the motion to dismiss, relying on an attorney fee clause in the agreements. The trial court denied the motion, ruling that Defendants were not the prevailing party for purposes of Cal. Civ. Code 1717 because the merits of the contract issues were still under litigation. The Court of Appeal affirmed. The Supreme Court affirmed, holding that the trial court acted within its discretion in denying Defendants’ motion for attorney fees because Defendants’ success in moving the litigation to Florida did not make them the prevailing party as a matter of law under section 1717. View "DisputeSuite.com, LLC v. Scoreinc.com" on Justia Law

Plaintiffs’ attorney filed two board claim forms with a state appeals board on behalf of Plaintiffs, signing their names and his own. The attorney did not attach any document showing he had power of attorney. The board rejected Plaintiffs’ claims. Plaintiffs then filed their claim in district court. The district court dismissed Plaintiffs’ claims on the ground that their attorney signed the forms on their behalf. The Supreme Court reversed, holding (1) a claimant presents a claim when the board receives a writing that discloses the amount of damages claimed and generally describes the legal theories asserted against the State; and (2) the district court had jurisdiction to hear Plaintiffs’ claims. View "Segura v. State" on Justia Law

Seller agreed to sell an aerial spraying company to Buyer pursuant to a purchase agreement that contained a covenant not to compete. Seller, his son, and the company (collectively, Seller) subsequently filed this action seeking a declaratory judgment that the covenant not to compete was overbroad and unenforceable. Buyer counterclaimed. After a trial, the district court found that the noncompete agreement was void and unenforceable. The court did not address Buyer’s counterclaims. Buyer appealed. The court of appeals dismissed the appeal for lack of jurisdiction. After the cause was remanded, the parties filed a stipulated motion to dismiss without prejudice, jointly requesting dismissal of Buyer’s breach-of-contract counterclaims and Seller’s motion for damages and attorney fees. The district court entered an order of dismissal without prejudice that largely mirrored the language of the parties’ stipulated motion. Buyer then appealed the declaratory judgment ruling. The Supreme Court dismissed the appeal, holding that the order appealed from was not a final order, and the Court therefore lacked jurisdiction to consider the appeal. View "Last Pass Aviation, Inc. v. Western Cooperative Co." on Justia Law

Maryland-National Capital Park and Planning Commission (the Commission) contracted with Fort Myer Construction Corporation to build a pedestrian bridge. After disputes arose, Fort Myer sued the Commission. The Commission impleaded URS Corporation (URS), the engineering firm that created the design documents. The circuit court eventually dismissed Fort Myer’s original complaint, but the claims between URS and the Commission went to trial. Both parties asked the court to award monetary sanctions against Fort Myer on the basis that Fort Myer had litigated its original complaint “without substantial justification.” The circuit court did so. All three parties appealed. The Court of Special Appeals reversed the circuit court’s sanctions awards. The Court of Appeals affirmed, holding (1) the intermediate appellate court properly exercised its jurisdiction to decide Fort Myer’s appeal; and (2) as for the sanctions awards against Fort Myer, the circuit court’s explanation of its reasoning did not support a finding that Fort Myer’s pursuit of its claim was “without substantial justification.” View "URS Corp. v. Fort Myer Construction Corp." on Justia Law

Hanzada, an Egyptian company that imports and exports beef, appealed the jury verdict and judgment against it on plaintiff's breach of contract claim. The district court relied on the Seventh Circuit's widely adopted Sadat v. Mertes rule that only the American nationality of the dual citizen should be recognized for purposes of 28 U.S.C. 1332(a). The court concluded that the district court properly found diversity jurisdiction because plaintiff was a U.S. citizen and his Egyptian citizenship did not defeat jurisdiction. The court also concluded that the district court properly exercised personal jurisdiction over Hanzada where there was sufficient minimum contacts with Missouri for the Missouri long-arm statute to authorize personal jurisdiction. Finally, the district court properly found the statute of frauds inapplicable in this case where, under Missouri law, an oral contract for an indefinite period of time does not violate the statute of frauds. Accordingly, the court affirmed the judgment. View "Aly v. Hanzada for Import & Export Co." on Justia Law

Peachtree filed suit against Rapid for tortious interference with its contracts. Peachtree and Rapid are two companies in the business of identifying individuals who are the beneficiaries of structured settlements, which provide a stream of payments, much like an annuity, usually over an extended period of years; once an annuitant is identified, the companies offer to purchase the stream of payments in return for a lump sum. The district court dismissed the claims and both parties appealed. The court held that plaintiffs failed to meet their burden of establishing either federal question or federal diversity jurisdiction. Therefore, federal courts have no subject matter jurisdiction over this case. The court vacated and remanded with directions to remand the case to state court. View "Settlement Funding, LLC v. Rapid Settlements" on Justia Law

This case concerned the design and construction of a single-family residence in Pitkin County, Colorado. Heritage Builders, Inc. (“Heritage”) was retained as the general contractor by the original owners of the property, Karen and Courtney Lord. Pitkin County issued a certificate of occupancy for the home in September 2006. In November 2011, Richard Goodman purchased the property from the Lords. Then, sometime between March and June 2012, Goodman discovered the alleged construction defects in the home. Goodman gave Heritage informal notice of his construction defect claims in July 2013. In this original proceeding, the issue presented for the Colorado Supreme Court’s review was whether the statute of repose in section 13-80-104(1)(a), C.R.S. (2016), barred a general contractor’s third-party claims brought in response to a homeowner’s claim for construction defects discovered in the fifth or sixth year following substantial completion of an improvement to real property. The Court held that such claims are timely, irrespective of both the two-year statute of limitations in section 13-80-102, C.R.S. (2016), and the six-year statute of repose in section 13-80-104(1)(a), so long as they are brought at any time before the ninety-day timeframe outlined in section 13-80-104(1)(b)(II). View "In re Goodman v. Heritage Builders" on Justia Law

In 2004, Deborah and Brian Blackmon executed an agreement establishing a home-equity line of credit with Renasant Bank secured by a mortgage on the Blackmons' house. In addition to making withdrawals on the home-equity line of credit, the Blackmons also made payments on the home-equity line of credit during that time. In 2013, Brian Blackmon died. Following Brian’s death, Deborah made five separate payments on the home equity line of credit. The payments made did not satisfy the entirety of the money the Blackmons owed Renasant Bank under the terms of the home-equity line of credit, and Deborah failed to make any additional payments. Deborah denied that she had executed the home-equity line of credit or the mortgage and, thus, denied liability for any outstanding balance due under the home-equity line of credit. Renasant Bank sued Deborah and the estate seeking a judgment declaring that the Blackmons had executed the agreement establishing a home-equity line of credit with Renasant Bank and a mortgage on the Blackmons' house securing the home-equity line of credit and asserting a claim of breach of contract seeking to recover the amount of money owed under the terms of the home-equity line of credit. Deborah and the estate filed an answer to Renasant Bank's complaint and asserted a counterclaim, requesting a judgment declaring that the mortgage on the Blackmons' house was not enforceable. The trial court granted partial summary judgment in favor of the bank and the Blackmons appealed. After review, the Supreme Court dismissed this appeal as the Blackmons’ appeal was of a nonfinal judgment. View "Blackmon v. Renasant Bank" on Justia Law