Justia Contracts Opinion Summaries

Oil Capital Ready Mix, LLC; Agape Holdings, LLP; Scott Dyk; and Samuel Dyk (collectively “Dyk”) appealed a judgment awarding Skaw ND Precast LLC (“Skaw”) $69,295 in damages for conversion of its property. In March 2013, Skaw entered into a five-year agreement with Tioga Ready Mix (“Tioga”), a company which produced ready-mix concrete product, to rent a two-acre parcel of land to conduct its business. The base rent for the site was $700 per month, subject to reductions if Skaw purchased designated quantities of ready-mix product from Tioga. The agreement provided it would remain in effect until December 31, 2018, and it did not allow either party to unilaterally cancel the agreement. In spring 2015, Skaw learned that Tioga had arranged to sell Tioga’s assets at a public auction, including the two-acre parcel of property where Skaw conducted its business. Skaw’s owners attended the auction sale in May 2015. The auction service notified all attendees that Skaw’s assets on the premises were not part of the sale, that there was a lease in place between Skaw and Tioga, and that the lease went with the land. Dyk was the successful bidder at the auction and entered into a commercial purchase agreement with the sellers which did not include Skaw’s product inventory or equipment and stated the sale was subject to “rights of tenants,” but did not list Skaw as a tenant. Once Dyk got its ready-mix plant running, Skaw began purchasing concrete ready-mix product from Dyk for its business. When presented with the contract between Skaw and Tioga, Dyk renegotiated the terms; Dyk and Skaw agreed to increase monthly rental payments to $750 per month. During a scheduled shut down of both companies' operations, Dyk built an earthen berm around Skaw’s equipment which prevented Skaw from accessing it. Dyk also transported Skaw’s concrete pad and blocked inventory off of Skaw’s two acres to an area adjacent to Dyk’s offices. Other Skaw assets were transported to undisclosed locations. When Skaw discovered the berm, Dyk informed Skaw that Skaw abandoned their temporary rental agreement in December 2015 and that law enforcement would be notified if there were “any attempts to breach the peace or trespass” on the property. Skaw replied that the 2013 lease was still valid and had not been abandoned, and that Skaw planned to return to the property and continue operations. Dyk argued on appeal of the conversion damages award that the district court erred in ruling the 2013 agreement between Skaw and Tioga was a lease rather than a license. Because the North Dakota Supreme Court concluded the district court’s findings of fact were not clearly erroneous, it affirmed the judgment. View "Skaw ND Precast, LLC v. Oil Capital Ready Mix, LLC, et al." on Justia Law

Defendant Adam Provost appealed a civil division determination that plaintiff Burlington School District could disclose, in response to a newspaper’s public records request, an unredacted copy of a Resignation Agreement reached by the District and Provost concerning his employment with the District. Provost argued the civil division: (1) lacked subject matter jurisdiction to consider the District’s request for declaratory relief regarding a matter within the exclusive purview of the Public Records Act (PRA); and (2) erred by granting the District’s request for declaratory relief based on its conclusion that Provost had waived any objection to release of the agreement, even assuming it had jurisdiction to consider the request. The Vermont Supreme Court determined the District and Provost entered into a contract acknowledging the obligation of the District, as a public entity subject to the PRA, to release the Resignation Agreement "under the provisions of applicable law." The District and Provost had reached a legal stalemate over whether release of an unredacted copy of the Agreement would violate not only the PRA, but also their Agreement, which would expose the District to a breach-of-contract claim. Under these circumstances, it was entirely appropriate for the superior court to exercise its general jurisdiction to adjudicate the District’s request for declaratory relief. Therefore, the Supreme Court affirmed the district court's judgment. View "Burlington School District v. Provost" on Justia Law

Renovate America, Inc. (Renovate) appealed an order denying its petition to compel arbitration of Rosa Fabian's claims related to the financing and installation of a solar energy system in her home. Fabian filed a complaint against Renovate alleging that solar panels she purchased for her home were improperly installed. Fabian alleged that, in early 2017, Renovate made an unsolicited telephone call to her home about financing the solar panels and "signed" her name on a financial agreement. All communications between Fabian and Renovate's representative occurred telephonically and she was never presented with any documents to sign. Fabian claims she did not sign a financial agreement with Renovate; nevertheless, Renovate incorporated the solar panel payments set forth in the financial agreement into her mortgage loan payments. Fabian thus alleged that Renovate violated: (1) the Consumers Legal Remedies Act; (2) the Unfair Competition Law; and (3) the California Contract Translation Act. Renovate petitioned to compel arbitration of Fabian's claims and stay judicial proceedings pending arbitration, supported by an Assessment Contract (Contract) that Renovate claimed Fabian had signed electronically. Renovate contended the trial court erred in ruling that the company failed to prove by a preponderance of the evidence that Fabian electronically signed the subject contract. The Court of Appeal found that by not providing any specific details about the circumstances surrounding the Contract's execution, Renovate offered little more than a bare statement that Fabian "entered into" the Contract without offering any facts to support that assertion. "This left a critical gap in the evidence supporting Renovate's petition." The Court therefore affirmed denial of the petition to compel arbitration. View "Fabian v. Renovate America, Inc." on Justia Law

In 2014, Brian Shotts was injured in a car accident caused by Dana Pollard. Shotts was insured under a policy issued by GEICO General Insurance Company (“GEICO”), which included underinsured motorist (“UM”) coverage. Pollard had automobile insurance through Farmers Insurance (“Farmers”). Shotts filed a claim with Farmers, which offered Pollard’s policy limits as settlement. Before accepting the offer, Shotts notified GEICO of the accident. GEICO opened a claim, assigned an adjuster, and began an investigation. GEICO also waived its subrogation rights, allowing Shotts to accept the offer from Farmers. GEICO’s investigation determined that Shotts’s injuries exceeded Pollard’s policy limits by $3,210.87. GEICO offered Shotts a settlement of that amount, but Shotts declined the offer as “unreasonably low.” Shotts demanded GEICO promptly “pay the first dollar of his claim, up to the value of [the] claim or the total available UM limits” of $25,000. He also asked GEICO to reevaluate the offer. In response, GEICO requested additional information about Shotts’s injuries. It then proposed a peer review to determine whether his injuries exceeded the $3,210.87 offer. Shotts sued for bad faith breach of contract, alleging that GEICO acted in bad faith by: (1) conducting “a biased and unfair investigation and evaluation of [his] claim”; and (2) failing to pay the full value of his claim. He also requested punitive damages. The district court granted summary judgment for GEICO on both bad faith claims and denied punitive damages. Finding no reversible error, the Tenth Circuit affirmed the district court. View "Shotts v. GEICO" on Justia Law

Krista Peoples and Joel Stedman filed Washington Consumer Protection Act ("CPA") suits against their insurance carriers for violating Washington claims-handling regulations and wrongfully denying them personal injury protection (PIP) benefits. The federal district court for the Western District of Washington certified a question of law relating to whether Peoples and Stedman alleged an injury to "business or property" to invoke their respective policies' PIP benefits. Peoples alleged her insurance carrier refused, without any individualized assessment, to pay medical provider bills whenever a computerized review process determined the bill exceeded a predetermined limit, and that the insurance company's failure to investigate or make individualized determinations violated WAC 284-30-330(4) and WAC 284-30-395(1). Due to this practice of algorithmic review, the insurance carrier failed to pay all reasonable medical expenses arising from a covered event, in violation or RCW 48.22.005(7). Stedman alleged his carrier terminate PIP benefits whenever an insured reached "Maximum Medical Improvement," which he alleged violated WAC 284-30-395(1). The Washington Supreme Court held an insurance carrier's wrongful withholding of PIP benefits injures the insured in their "business or property." An insured in these circumstances may recover actual damages, if proved, including out-of-pocket medical expenses that should have been covered, and could seek injunctive relief, such as compelling payment of the benefits to medical providers. Other business or property injuries, apart from wrongful denial of benefits, that are caused by an insurer's mishandling of PIP claims are also cognizable under the CPA. View "Peoples v. United Servs. Auto. Ass'n" on Justia Law

This case challenged a circuit court default judgment against Muhammad Wasim Sadiq Ali and others in favor of Mike Williamson after a case ordered to private arbitration was remanded to the trial court. Williamson, Patrick Watson, Ali, and others formed RPM, a regional supplier of rental cranes based in Birmingham, in 2008. Williamson was employed as RPM's general manager. Ali was the primary investor and majority owner of RPM, and Ali and Watson allegedly represented to Williamson at the time RPM was formed that Williamson would own a 12% share of the company. In 2012, Watson and Ali told Williamson that, in order to accrue his 12% equity interest in RPM at the end of his five-year employment term, he needed to pay $1,000,000, and that, if Williamson could not pay, his employment would be terminated unless he signed an employment agreement. Williamson signed an employment agreement with RPM which contained an arbitration clause. The employment agreement also contained a noncompetition clause that prohibited Williamson, for two years following the termination of his employment with RPM, from competing with RPM and from being employed by any business that is in competition with RPM. In 2013, a dispute between Williamson and RPM arose concerning Williamson's insurance coverage with respect to RPM vehicles. RPM terminated Williamson's employment "for cause," citing his failure to obtain an appropriate certificate of insurance. In 2014, Williamson filed a complaint against RPM Cranes, LLC ("RPM"), asserting claims of breach of contract, unjust enrichment, conversion, unreasonable restraint of trade, and misrepresentation arising from his alleged ownership of, his employment with, and the termination of that employment with RPM. Ali contended the default judgment was void because the trial court lacked personal jurisdiction over him. After review, the Alabama Supreme Court agreed, and reversed and remanded. View "Ali v. Williamson" on Justia Law

The Supreme Court affirmed the orders of the superior court dismissing Plaintiff's claims against Defendants, USAA Federal Savings Bank and Charles Baird, for lack of personal jurisdiction, holding that the trial justice was correct in finding that the superior court did not have personal jurisdiction over Defendants.This case stemmed from an alleged oral agreement between Plaintiff and Baird. Plaintiff was a resident of Rhode Island, and Baird was a resident of Florida. Plaintiff filed a complaint against both Baird and USAA, a bank incorporated and based in Texas with whom Baird maintained a personal checking account, seeking to recover certain funds plus consequential damages.The superior court dismissed the case against both defendants for lack of personal jurisdiction. The Supreme Court affirmed, holding (1) the superior court was correct in finding that it did not have either general personal jurisdiction or specific jurisdiction over USAA; and (2) the trial justice was correct in finding that the superior court did not have specific personal jurisdiction over Baird. View "Edward F. St. Onge v. USAA Federal Savings Bank" on Justia Law

Handoush, a store owner, sued LFG regarding a lease for credit card processing equipment. The complaint alleges fraud, rescission, and violation of Business and Professions Code section 17200. The lease agreement states that it “shall be governed by the laws of the State of New York,” that any disputes shall be litigated in New York, and that the parties waived their rights to a jury trial. California precedent (Grafton), forbids pre-dispute jury trial waivers; under New York law such waivers are enforceable. The court dismissed, finding that Handoush did not meet his heavy burden of demonstrating that the forum selection clause is unreasonable and that “the right to trial by jury is not unwaivable” under Code of Civil Procedure section 631. The court of appeal reversed. The trial court erred in enforcing the forum selection clause in favor of a New York forum where the clause includes a pre-dispute jury trial waiver, which Grafton instructs is unenforceable under California law. LFG failed to show that enforcement of the forum selection clause would not substantially diminish the rights of California residents in a way that violates California's public policy. View "Handoush v. Lease Finance Group, LLC" on Justia Law

Defendant-appellant Rugger Investment Group LLC (Rugger) entered into a contract to sell an airplane to plaintiffs-respondents Magic Carpet Ride, LLC (MCR) and Kevin Jennings. Rugger deposited a lien release into escrow eight days after the expiration of a 90-day period in which it was required to do so. The trial court found Rugger could not claim substantial performance because it had violated the plain language of the contract. For that reason, the court granted the motion of MCR and Jennings for summary adjudication of their breach of contract cause of action and for summary adjudication of Rugger’s rescission and breach of contract causes of action. Voluntary dismissal of other causes of action produced an appealable final judgment. The Court of Appeal reversed and remanded, finding that whether Rugger substantially performed its contract obligations was a triable issue of material fact that precluded summary adjudication. "[A] provision in the parties’ contract making time of the essence does not automatically make Rugger’s untimely performance a breach of contract because there are triable issues regarding the scope of that provision and whether its enforcement would result in a forfeiture to Rugger and a windfall to MCR." View "Magic Carpet Ride v. Rugger Investment Group" on Justia Law

Magic City Capital, LLC ("Magic City"), appealed the grant of summary judgment entered by the Madison Circuit Court in favor of Twickenham Place Partners, LLC ("Twickenham"). Because the Alabama Supreme Court determined events that occurred during the trial-court proceedings rendered the action moot and the trial court, therefore, was divested of subject-matter jurisdiction, the Supreme Court dismissed the appeal. View "Magic City Capital, LLC v. Twickenham Place Partners, LLC" on Justia Law