Justia Contracts Opinion Summaries

Defendants Eagle Crest Apartments, LLC, et al. appealed a judgment awarding UMB Bank N.A. more than $21 million in an action for breach of contract, foreclosure, fraudulent transfers, and deceit. The Defendants raised a number of issues on appeal. The North Dakota limited review to the issues raised in defendants' motion for a new trial, and concluded the district court did not err when it entered a deficiency judgment and pierced the Defendants’ corporate veils. View "UMB Bank N.A. v. Eagle Crest Apartments, et al." on Justia Law

This appeal arises out of an insurance dispute involving a yacht, the Serendipity, that was destroyed by Hurricane Dorian, a Category 5 storm, that slammed into Great Abaco Island in the Bahamas. Serendipity at Sea, LLC (“Serendipity, LLC”), a holding company created by M.S. and J.E. (“the Managers”) to manage the Serendipity, sued Underwriters at Lloyd’s of London Subscribing to Policy Number 187581 (“Lloyd’s”) for breach of contract after Lloyd’s denied the the Managers insurance claim for the damage Hurricane Dorian caused to the Serendipity. In denying that it had breached the contract, Lloyd’s argued that it was not liable because Serendipity, LLC did not employ a full-time licensed captain in violation of the policy’s Captain Warranty, and that the breach increased the hazard to the yacht because a licensed captain would have operated the vessel back to Florida when Hurricane Dorian formed and was forecast to hit the Bahamas.   The district court granted summary judgment in favor of Lloyd’s. It found that the Captain Warranty was unambiguous; that Serendipity, LLC breached the agreement by failing to hire a full-time licensed captain; and that the breach increased the hazard posed to the Serendipity based on the purportedly undisputed testimony of an expert hired by Lloyd’s. The Eleventh Circuit reversed the district court’s grant of summary judgment in favor of Lloyd’s and remanded. The court explained that while it agreed with the district court’s conclusion that Serendipity, LLC breached the Captain Warranty, a disputed question of material fact remains about whether the breach increased the hazard posed to the vessel. View "Serendipity at Sea, LLC v. Underwriters at Lloyd's of London Subscribing to Policy Number 187581" on Justia Law

The First Circuit affirmed the judgment of the federal district court dismissing Plaintiff's complaint alleging contract claims against Defendant, holding that Plaintiff insufficiently pled that her claims met the amount in controversy required by 28 U.S.C. 1332(a).Plaintiff filed a complaint against Defendant in the United States District Court for the District of Rhode Island asserting diversity jurisdiction. Plaintiff asserted claims for breach of contract, breach of implied warranty, and breach of the duty of good faith and fair dealing, alleging that her claims exceeded the statutory amount-in-controversy requirement. The district court granted Defendant's motion to dismiss for lack of jurisdiction. The First Circuit affirmed, holding that Plaintiff did not meet her burden of establishing the amount in controversy required for diversity jurisdiction. View "Andersen v. Vagaro, Inc." on Justia Law

Petitioners Geoff Cole and Admiral’s Experience, Inc. sought a writ of mandate to compel the trial court to calendar their timely motion for summary judgment for a hearing before the start of trial. The Court of Appeal notified the parties it was considering issuing a peremptory writ in the first instance (Palma v. U.S. Industrial Fasteners, Inc., 36 Cal.3d 171(1984)), and read and considered the informal response and request for judicial notice from real party in interest Matt Zeiner (Zeiner). Petitioners also field a reply brief, which Zeiner requested to strike. In 2018, a dispute arose between petitioners and Zeiner after a trailer petitioners rented from Zeiner was destroyed. In January 2019, Zeiner initiated the underlying lawsuit against petitioners seeking to recover for the loss of the trailer. The Court of Appeal granted the request for judicial notice, denied Zeiner’s request to strike the reply brief, and concluded that petitioners were entitled to peremptory writ relief. The Court published its decision to provide guidance on the deadline for filing a summary judgment motion that is served electronically. View "Cole v. Super. Ct." on Justia Law

Thomas Burckhard appealed a judgment entered following consideration of Larson Latham Huettl LLP’s motion for summary judgment. Burckhard began employment with Larson Latham Huettl LLP (hereinafter LLH) in January 2019. In May 2019 Burckhard signed an employment contract, under which Burckhard agreed he would receive compensation based upon projected hours billed. Any overpayment resulting from a deficiency between the projected hours he would bill and the actual hours he billed would be considered a debt owed by Burckhard to LLH. Burckhard’s employment with LLH ended on August 15, 2020. At that time, Burckhard was paid for 697.88 projected billable hours more than his actual billable hours resulting in an overpayment of compensation in the amount of $29,885.38. LLH filed suit alleging breach of contract seeking to recover the excess compensation plus pre-judgment interest. The district court granted LLH’s motion finding there were no issues of material fact and LLH was entitled to judgment as a matter of law. Burckhard appealed, arguing summary judgment was improper because the contract’s purpose was frustrated, the contract is unconscionable, the contract fails for lack of consideration, LLH waived its right to obtain payment, there is a genuine dispute as to the amount of the damages, and the district court abused its discretion in denying Burckhard additional time for discovery. The North Dakota Supreme Court determined Burckhard failed to prove there was a genuine dispute as to any material fact. The district court properly granted summary judgment in favor of LLH and properly dismissed all of Burckhard’s affirmative defenses. View "Larson Latham Huettl, LLP v. Burckhard" on Justia Law

Plaintiff-appellant Bernell Beco filed suit against his former employer, defendant Fast Auto Loans, Inc. (Fast Auto) alleging 14 causes of action relating to the termination of his employment. Plaintiff alleged causes of action under with), including claims under the California Fair Employment and Housing Act (FEHA), numerous wage and hour violations under the Labor Code, wrongful termination, unfair competition, and additional tort claims. Fast Auto moved to compel arbitration, arguing that Beco had signed a valid arbitration agreement at the time he was hired. The trial court found the agreement unconscionable to the extent that severance would not cure the defects and declined to enforce it. After its review, the Court of Appeal agreed with the trial court that the agreement was unconscionable, and further rejected Fast Auto’s argument that the arbitrator, not the court, should have decided the issue of unconscionability. Additionally, because the agreement included numerous substantively unconscionable provisions, the appellate court found no abuse of discretion in the trial court’s decision not to sever them. View "Beco v. Fast Auto Loans, Inc." on Justia Law

Plaintiff Thomas Thai and defendant Newton Tran were partners in Richmond City Center, LP et al. (Richmond). Plaintiff agreed to sell defendant his 20.5 percent interest in Richmond. The parties signed a sales agreement in April 2019, in which plaintiff assigned defendant his interest in Richmond. A few months after the sales agreement was executed, plaintiff filed the underlying lawsuit against defendant, generally complaining that defendant still owed a portion of the purchase price, and asserted breach of contract and fraud claims. Defendant filed a cross-complaint against plaintiff, seeking declaratory relief, reformation, and rescission. Plaintiff issued two subpoenas: (1) a Deposition Subpoena for Personal Appearance and Production of Documents to Ha Mach, Richmond’s property manager; and (2) a Deposition Subpoena for Production of Business Records to Tien Van, Richmond’s accountant. Both subpoenas sought Richmond’s consumer records, so plaintiff served Richmond with a notice to consumer for each subpoena per California Code of Civil Procedure section 1985.3. Richmond served objections to each subpoena. Neither Mach nor Van produced any records due to Richmond’s objections. Nearly two months after Richmond served the objections, plaintiff filed motions to compel Mach and Van to comply with the subpoenas and produce the requested records under section 2025.480. Plaintiff also requested sanctions against Richmond and its attorneys. Defendant opposed the motions, but Richmond did not. The trial court granted the motions and awarded plaintiff $1,245 in sanctions against Richmond and its attorneys. Richmond appealed, arguing: (1) plaintiff’s motions to compel were brought under the wrong section of the Code of Civil Procedure and were untimely; and (2) even if the motions were timely, sanctions were improper because it did not oppose the motions. The Court of Appeal agreed with defendant’s first argument and found the trial court erred by granting the motions: after the twenty-day deadline expires, the subpoenaing party cannot move to enforce the subpoena over the objection through a motion to compel under section 2025.480, which has a 60-day deadline. View "Thai v. Richmond City Center, L.P." on Justia Law

In April 2012, Bobby Gibson signed a contingency fee contract with Barry Wade Gilmer and the Gilmer Law Firm regarding a legal malpractice case. When the contract was signed, Seth Little, an associate of the Gilmer Law Firm, was assigned to the case. During the summer of 2013, Little left the Gilmer Law Firm and began working for Chuck McRae at the McRae Law Firm. Little continued to work on Gibson’s case while employed at the McRae Law Firm. A settlement was ultimately reached in Gibson’s case, but the McRae Law Firm never received any money. McRae hired Michelle Biegel and Bettie Ruth Johnson to sue Gilmer over the attorneys’ fees generated by the settlement of the legal malpractice case. Later, Gilmer filed a lawsuit against McRae, Little, Biegel, and Johnson, alleging, among other claims, that McRae, Biegel, and Johnson committed civil conspiracy. Gilmer’s suit was ultimately dismissed, and this appeal followed. After review, the Mississippi Supreme Court affirmed the trial court’s dismissal of Gilmer’s October 2, 2017 complaint and the trial court’s award of attorneys’ fees. The Court also concluded that the trial court did not abuse its discretion by denying Gilmer’s amended motion to amend. Finally, the Supreme Court found that Gilmer was procedurally barred from raising the issue of whether the trial court abused its discretion by assigning the costs of the interlocutory appeal to Gilmer. View "Gilmer v. McRae, et al." on Justia Law

Jeff Trosen appealed a judgment and amended judgment awarding damages for a breach of contract claim to the Estate of Shirley Trosen and the Trosen Family Trust and dismissing Jeff’s counterclaim and third-party complaint. A dispute arose over Jeff’s lease of farmland from Shirley. The lease covered the farming seasons of 2017 through 2022. Partial payments were made in 2020 and 2021, leaving balances owed for those years. Shirley and the Trust sued Jeff for breach of contract and to cancel the lease. Jeff argued the district court erred in granting summary judgment on the breach of contract claim and by dismissing his counterclaim and third-party complaint. Finding no reversible error, the North Dakota Supreme Court affirmed the judgments. View "Trosen, et al. v. Trosen, et al." on Justia Law

Defendant-petitioner Sunset Digital Communications, Inc. ("Sunset") sought a writ of mandamus to direct an Alabama circuit court vacate its order denying a motion to dismiss the complaint filed by plaintiffs Point Broadband, LLC ("Point Broadband"), and Point Broadband Fiber Holding, LLC ("PBFH") (collectively, "plaintiffs"). In 2018, Sunset and Sunset Fiber, LLC, entered into a "First Amended and Restated Asset Purchase Agreement" ("the APA") with PBFH, which was then known as Sunset Digital Holding, LLC. In 2021, plaintiffs filed a complaint against Sunset seeking a judgment declaring that PBFH was not liable for certain unpaid taxes and penalties; that PBFH did not owe defense or indemnity obligations to Sunset relating to those unpaid taxes; that PBFH did not owe legal fees in connection with any audits or other investigations relating to Sunset's tax liability; and that Sunset owed PBFH defense and indemnity obligations in the event a third party sought to bring a claim or attempted to collect any unpaid taxes from PBFH. Sunset moved to dismiss the complaint pursuant to Rule 12(b), Ala. R. Civ. P., in which it alleged, among other things, that the APA included a mandatory outbound-forum selection clause that "requires the parties to submit exclusively to the jurisdiction of the United States federal courts or the Virginia state courts located in Bristol, Virginia." In its order denying the motion to dismiss, the trial court stated, in pertinent part: "At issue is if the language ('may') creates a mandatory forum selection clause or clause that consents to jurisdiction. Language such as 'shall' or 'must' would be used in cases where the clause was to be considered mandatory. As this is a consent to jurisdiction clause and not a mandatory one, Alabama Courts have held that imperative language such as 'shall' or 'must' are required to find that the clause is a mandatory one. However, the word 'may' results in language that is much more permissive or rather a 'consent to jurisdiction' clause." Sunset argued the trial court erroneously found that the forum-selection clause in the APA was permissive rather than mandatory. Specifically, it asserted that the trial court "wholly ignored the 'exclusive jurisdiction' language of the forum selection clause." To this the Alabama Supreme Court concurred, granted the writ and directed the trial court to vacate its February 2022 order denying Sunset's motion to dismiss. View "Ex parte Sunset Digital Communications, Inc." on Justia Law