Justia Contracts Opinion Summaries

This was an appeal of a judgment denying a claim for contribution on equitable principles in an action by one co-guarantor against another co-guarantor. One of two independent grounds for the district court’s decision was not challenged on appeal, and we therefore affirm the judgment of the district court without addressing either ground. In his opening brief, plaintiff-appellant R. Gordon Schmidt did not state the basis for the trial court’s rulings, did not state the standard of review and, therefore, did not present any argument and authority showing how the court abused its discretion. Therefore, he waived those issues on appeal. More significantly, the district court based its ruling on two alternative grounds. Although Schmidt argued the Supreme Court should reweigh the equities as to the first ground addressed by the district court, he did not mention the second ground. "Where a lower court makes a ruling based on two alternative grounds and only one of those grounds is challenged on appeal, the appellate court must affirm on the uncontested basis." Therefore, the Supreme Court did not address the merits of either ground on appeal. The judgment of the district court was affirmed. View "Schmidt v. Huston" on Justia Law

Prior to his death, Timothy Trefren owned Trefren Construction and operated it as a sole proprietorship. Trefren Construction filed a complaint against V&R Construction, LLC and Cocca Development, Ltd. (collectively, Defendants) for breach of contract. Defendants filed a motion to dismiss, asserting that all corporations associated with the name Trefren Construction were inactive or had been dissolved. Thereafter, Trefren filed a motion for substitution of party seeking to substitute the Estate of Timothy Trefren in the stead of Trefren. The district court denied the motion for substitution of party and dismissed the complaint for lack of subject matter jurisdiction because the named plaintiff was not the real party in interest. The court then made an additional ruling that Defendants were entitled to judgment as a matter of law because the parties’ contracts were voidable. The Supreme Court reversed, holding (1) the real party in interest requirement is not jurisdictional, and therefore, dismissal of Trefren Construction’s complaint was not mandated; (2) the district court abused its discretion when it denied Trefren Construction’s motion to substitute the Estate as the real party in interest; and (3) the district court’s summary judgment ruling was procedurally infirm and unsupported by a showing of undisputed facts. View "Trefren Construction Co. v. V&R Construction, LLC" on Justia Law

In 2010, plaintiffs, former employees of establishments that operate in “Fourth Street Live,” a Louisville entertainment district, sued, alleging violations of the Kentucky Wage and Hour Act, KRS 337.385, based on policies regarding off-the-clock work and mandatory tip-pooling. In 2012, the district court granted class certification under Rules 23(a) and 23(b). In 2013, the defendants unsuccessfully moved for reconsideration, citing the Supreme Court’s 2013 "Comcast" decision. In 2014, the parties reached a financial settlement. It took almost another year to reach an agreement regarding non-monetary terms. In March 2015, the parties filed a joint status report declaring that they had reached a settlement agreement and anticipated filing formal settlement documents in April. The defendants then became aware of a February 2015 Kentucky Court of Appeals holding that KRS 337.385 could not support class-action claims. Defendants unsuccessfully moved to stay approval of the settlement. The court granted preliminary approval of the settlement. The Sixth Circuit denied an appeal as untimely because the defendants had not challenged an appealable class-certification order under Rule 23(f). Defendants filed another unsuccessful decertification motion with the district court. The court granted final approval of the settlement as “a binding contract under Kentucky law.” The Sixth Circuit affirmed. A post-settlement change in the law does not alter the binding nature of the parties’ agreement. View "Whitlock v. FSL Management, LLC" on Justia Law

Ryan sued his former employer, NextG, alleging that NextG had breached a promise to grant him lucrative stock options as a condition of his employment. The case went to the jury with an “unclear special verdict form and unhelpful instructions.” The jury sustained two contract-based causes of action, but failed to find the value of the promised options, despite a directive on the verdict form that it do so. Instead it made a finding of the income plaintiff lost by entering the employment relationship, despite a directive obviating such a finding in light of the jury’s rejection of plaintiff’s tort causes of action. The trial court denied a motion for a new trial, and suggesting that declarations were necessary to determine “what the jury actually did.” The court of appeal reversed with instructions to grant a new trial. The court was fully empowered and obligated to make an independent assessment of the adequacy of the verdict, which was unmistakably unsound. If viewed as an award of tort damages, it had no foundation in law. If viewed as an award of contract damages, it had no foundation in fact. View "Ryan v. Crown Castle NG Networks, Inc." on Justia Law

The issue presented for the Vermont Supreme Court's review was found in a series of e-mails exchanged between two business partners who jointly owned a document shredding company, and whether those e-mails (read together) constituted an enforceable contract to sell one partner's interest in the company to the other partner. Defendant-seller appealed the trial court's determination that the partners had an enforceable contract and that seller was obligated to negotiate the remaining terms of the deal in good faith. He argued that there were too many open terms to produce an enforceable contract and that the partners had no intent to be bound to a contract by their e-mails. Plaintiff-buyer cross-appealed, arguing that the e-mails demonstrated an intent to be bound, and that the Supreme Court should enforce the contract. The Supreme Court rejected the buyer's argument that the parties had entered into a fully-completed contract, and agreed with the seller that there was no enforceable contract at all. The Court reversed the trial court which held to the contrary, and remanded the case for entry of judgment in favor of the seller. View "Miller v. Flegenheimer" on Justia Law

Todd Hill, Roy Hill, Brian Hill, and Debra Hill Stewart were the children of Leroy Hill, who died testate in 2009. Deborah D. Hill, Leroy’s second wife, offered Leroy's will for probate. The Hill children hired attorneys Vincent Kilborn III and David McDonald to bring a breach-of-contract action against the estate and Deborah, alleging breach of an agreement between Leroy and the Hills' mother at the time Leroy divorced the Hills' mother in 1984 to make a will leaving the Hills a coffee company and a family ranch. The Hills and the attorneys entered into a retainer agreement, which required the Hills to pay the attorneys "40% of any recovery, in the event there is a recovery, with or without suit." According to the agreement, "recovery" included cash, real or personal property, stock in the Leroy Hill Coffee Company, and all or part ownership in the family ranch. After a trial, a judgment was entered for the Hills ordering specific performance of the contract, which required the conveyance of the coffee company and the ranch to the Hills. The Alabama Supreme Court affirmed the trial court's judgment, without an opinion. At issue before the Supreme Court involved the attorney fee. The Supreme Court found that the circuit court exceeded the scope of its discretion when it failed to order the payment of the attorney fee in accordance with the retainer agreement. The Hills petitioned for a writ of mandamus to direct the circuit court to vacate two order for lack of subject-matter jurisdiction. Specifically, they argued that the circuit court did not have jurisdiction to determine the 40% contingency fee owed the attorneys was an administrative expense of the estate and, consequently, that the circuit court did not have subject-matter jurisdiction when any subsequent order at issue in this case. The Supreme Court concluded the circuit court had jurisdiction over the administration of the estate, so the petition for a writ of mandamus (case no. 1150162) was denied; the orders pertaining to payment of the retainer were reversed (case no. 1150148) and the matter remanded for further proceedings. View "Hill v. Kruse" on Justia Law

This case arose out of dispute between the Association of Apartment Owners of Royal Aloha, its former property managers, and its former commercial tenants. The AOAO installed an electricity submetering system and submitted readings of each unit’s electricity submeter to the managing agent, who would bill each owner for electricity. For certain years, some commercial tenants were never billed for electricity, and some were erroneously billed for a portion of those electricity costs. The AOAO sued its former property managers for, inter alia, breach of contract for the billing errors. The AOAO also sued the commercial tenants to recover the unbilled or erroneously billed electricity costs. The circuit court granted summary judgment for all defendants, concluding that all claims were barred under the doctrine of laches. The Intermediate Court of Appeals reversed, concluding that the defense of laches applies only to equitable claims. The Supreme Court reversed, holding that laches is a defense to legal and equitable claims alike. View "Association of Apartment Owners of Royal Aloha v. Certified Management, Inc." on Justia Law

Rigney Construction & Development, LLC contracted with Red Dot Building System, Inc. for a portion of a school construction project. A dispute arose as to the scope of the work Red Dot was to perform under the contract. Red Dot later sued Rigney in Henderson County district court for an unpaid invoice. Thereafter, Rigney sued Red Dot in Hidalgo County. All of the claims related to the contract with Red Dot. Red Dot asked the Hidalgo County court to transfer the suit to Henderson County or abate the suit. The Hidalgo County court denied the motions to transfer and abate. Both courts set their cases for trial. Red Dot sought mandamus relief and, alternatively, asked the Supreme Court to instruct the Hidalgo County court to transfer its case to Henderson County or to abate the Hidalgo County suit. The Supreme Court granted mandamus relief insofar as Red Dot asked the Court to order the Hidalgo County court to transfer the case to Henderson County, holding that Hidalgo County court should have abated the suit pending in that court because Henderson County court acquired dominant jurisdiction. View "In re Red Dot Building System, Inc." on Justia Law

Following court-ordered mediation, spouses Gary Rolison and Martha Rolison and Caleb Fryar and his father, Robert Fryar, entered into a mediation settlement agreement that resolved four lawsuits pending between the Rolisons and the Fryars. After a bench trial, the Circuit Court found that the Rolisons had breached the settlement agreement, and the court entered a final judgment pursuant to Mississippi Rule of Civil Procedure 54(b) and postponed hearing the issue of damages. The Rolisons appealed the final judgment but later dismissed the appeal voluntarily. After the trial on damages, the trial court awarded the Fryars $399,733.02 in damages, including lost profits and attorney fees. The Rolisons appealed, arguing that their jury trial waiver was ineffective, the trial court’s Rule 54(b) certification was erroneous, and the trial court erroneously denied a motion to intervene filed by two interested parties. Because the Rolisons dismissed their appeal from the Rule 54(b) final judgment, those issues were not at issue before the Supreme Court. After further review, the Supreme Court held that the trial court committed no error by finding that the Rolisons had waived their right to a jury trial on damages and attorney fees. Further, the Court rejected the Rolisons’ challenges to the trial court’s awards of damages and attorney fees because those awards were supported by substantial, credible evidence. Therefore, the Court affirmed the trial court. View "Rolison v. Fryar" on Justia Law

Plaintiff, a resident of Florida, was a resident of Rhode Island at the time of the contract in dispute. Defendant was a resident of New York. Plaintiff entered into a contract in New York regarding Plaintiff’s employment to serve as captain of Defendant’s sailboat. After Plaintiff was terminated, Plaintiff filed suit in a Rhode Island court, alleging breach of contract. Defendant answered, averring that Rhode Island did not have personal jurisdiction over him. The case proceeded to trial, and the trial justice concluded that Rhode Island could not exercise personal jurisdiction over Defendant. The Supreme Court vacated the judgment of the superior court, holding that Defendant forfeited his jurisdictional defense of lack of personal jurisdiction through unjustified delay and active participation in litigation proceedings. View "Pullar v. Cappelli" on Justia Law