Justia Contracts Opinion Summaries

This case centered on a property lease in Gilford, New Hampshire that included certain preemptive purchase rights (the Agreement). Plaintiffs Evan and Kelly Greenwald sought a declaration on the interpretation of the Agreement, whether it had been breached, and who was liable. On cross-motions for summary judgment, the Superior Court ruled in favor of defendants Barbara Keating, Jill Keating, Ellen Mulligan, and Barry and Chrysoula Uicker. The New Hampshire Supreme Court determined that central to the trial court’s decision was the interpretation of the Agreement - specifically paragraphs 18B and 18C. In the trial court’s view, the Agreement unambiguously required that Richard and Jill Keating intend to list the Mink Island property for sale, not merely intend to sell it, before plaintiffs’ rights under paragraph 18B were triggered. The court also concluded that paragraph 18B was unenforceable because it did not include an essential term: the purchase price. As for the right of first refusal under paragraph 18C, the trial court concluded that this provision was triggered only if the Keatings accepted an offer to purchase made by a third party after the Keatings had listed the property for sale. Thus, the trial court ruled that no breach occurred because the triggering condition - listing the property for sale - was never met. The Supreme Court concluded that because the meaning of the Agreement was ambiguous concerning whether listing the property was intended to be ministerial or substantive, the trial court erred in resolving this issue on summary judgment. The Court agreed with plaintiffs that the trial court erred in summarily concluding that Barbara could not be held liable under the Agreement because she held no ownership interest in the Mink Island property and could not otherwise be chargeable as an agent of Jill. The matter was reversed and remanded for further proceedings. View "Greenwald et al. v. Keating et al." on Justia Law

The United States District Court for the District of Colorado certified a question of law to the Colorado Supreme Court. The question centered on proof of equitable estoppel. In 2017, a group of current and former exotic dancers sued the owners of clubs where they performed and the club owners’ corporate parent companies alleging the defendants acted in concert to wrongfully deprive the dancers of basic protections provided by law to employees. The plaintiffs contended they were misclassified as nonemployee “independent contractors” or “lessees” pursuant to “Entertainment Lease” agreements that identified the club-owner defendants as “landlords” rather than employers. According to the plaintiffs’ pleadings, the club-owner and corporate-parent defendants were jointly and severally liable for denying the dancers earned minimum wages and overtime pay, confiscating or otherwise misallocating their gratuities, charging them fees to work, and subjecting them to onerous fines. The club-owner defendants have successfully compelled arbitration of the plaintiffs’ claims based on the arbitration clause included in the agreements the dancers signed with the club owners. The corporate-parent defendants sought to do the same, but because they were not parties to the agreements or to any other written contract with the dancers, they had to find a different hook to compel the dancers into arbitration: that the dancers should be equitably estopped from litigating their claims against one set of defendants because they were in compelled arbitration of the same claims against the other set of defendants. The Colorado Supreme Court held Colorado’s law of equitable estoppel applied in the same manner when a dispute involves an arbitration agreement as it did in other contexts. Thus, a nonsignatory to an arbitration agreement could only assert equitable estoppel against a signatory in an effort to compel arbitration if the nonsignatory can demonstrate each of the elements of equitable estoppel, including detrimental reliance. View "Santich v. VCG Holding Corp." on Justia Law

The Supreme Court affirmed the judgment of the district court dismissing Finley Resources, Inc.'s complaint against EP Energy E&P Company on the grounds that the forum-selection clause contained in the contract between the parties required Finley to file its suit in Texas, holding that the district court did not abuse its discretion in declining to exercise jurisdiction based on the forum-selection clause.On appeal, Finley argued that the district court abused its discretion in dismissing Finley's lawsuit because the declaratory judgment, quiet title, and adverse possession claims did not arise from the parties' contract and, even if the equitable causes of action arose from the contract, the Texas courts lacked subject matter jurisdiction to consider the claims. The Supreme Court disagreed, holding (1) Finley's equitable claims were matters in connection with the contract and were subject to the forum-selection clause; and (2) Finley's claims will necessarily be resolved by the Texas court's determination of its contractual rights. View "Finley Resources, Inc. v. EP Energy E&P Co." on Justia Law

Steve Forster, Daniel Krebs, and Debra Krebs (collectively “Forster/Krebs”) appealed summary judgment that dismissed their claims against B&B Hot Oil Service, Inc. After review, the North Dakota Supreme Court concluded the district court correctly construed the language in the parties’ lease agreement, as a whole, to operated as a waiver of claims against each other for damages to the leased building and the contents therein. Furthermore, the Supreme Court concluded the provision in the parties’ lease waiving any claims against the other for any loss or damage to the leased premises or property therein was unenforceable to the extent it exempted B&B Hot Oil from responsibility for a willful or negligent violation of law. The Court thus affirmed in part, reversed in part, and remanded for further proceedings. View "James Vault & Precast Co., et al. v. B&B Hot Oil Service, Inc., et al." on Justia Law

Willis Swenson appealed, and Kyle Mahlum cross-appealed dismissal of Swenson’s claims against Mahlum and Mahlum’s claims against Carol Hodgerson, Gerard Swenson, Lee Alan Swenson, and Mary Ann Vig (“third-party defendants”). This suit arose over the ownership and leasing of real property in Burke County, North Dakota. Willis Swenson (“Swenson”) and the third-party defendants are the children of Robert and Junietta Swenson. In 2004, Robert and Junietta conveyed the property to their children as joint tenants, reserving a life estate for themselves. In 2005, Robert died and Junietta became the sole life tenant. In 2008, Junietta leased the property to Swenson. Swenson agreed to rental payments of $20,016 per year, due in installments. In December 2009, Swenson leased the property to Mahlum for $31,022.50 per year. The Swenson-Mahlum lease became effective in March 2010 and stated it would expire in October 2019. In November 2011, Swenson signed a new lease with Junietta, beginning in 2012 and ending in 2022. The lease permitted Swenson to assign or sublet the property to any person. In July 2012, Lee Swenson was appointed guardian and conservator for Junietta. In January 2013, Lee Swenson, as guardian and conservator, leased the same property to Mahlum that Willis Swenson already was leasing to Mahlum in the December 2009 lease. The new lease required Mahlum to pay Junietta $31,122.50 each year. Junietta died in November 2013. Mary Vig, as personal representative of Junietta’s estate, informed Mahlum that future rental payments should be split and made to each of Junietta’s children in equal amounts. In January 2017, Willis and his daughter, Dayna Johnson, sued Mahlum for unpaid rent. Swenson alleged Mahlum was required to pay him under the 2009 lease, and Mahlum failed to pay any rent in 2013, 2014, 2015, and 2016. Mahlum answered and filed a third-party complaint, suing the third-party defendants for unjust enrichment. He alleged in 2013 he paid Junietta under the terms of the 2013 lease. He also alleged in 2014, 2015, and 2016 he paid rent to each of Junietta children. Mahlum claimed that the third-party defendants have been unjustly enriched, and that the third-party defendants be ordered to pay Mahlum any amounts the court finds he owed Swenson if Swenson obtained a judgment against him. After review of the circumstances of this case, the North Dakota Supreme Court determined the trial court erred in its findings, and reversed dismissal of Swenson’s breach of contract claim. On remand, the court must decide the amount of damages Swenson was entitled to recover for his breach of contract claim against Mahlum for unpaid rent in 2013, including whether Swenson failed to mitigate those damages. In addition, the court must decide Mahlum’s claims against the third-party defendants. View "Swenson, et al. v. Mahlum, et al." on Justia Law

Keith Candee appealed an order entered on remand that denied his motion for contractual attorney fees and costs. Because the North Dakota Supreme Court found the parties’ settlement agreement and mutual release of claims was not “evidence of debt” under N.D.C.C. 28-26-04, the district court misapplied the law in holding the parties’ contractual provision providing for attorney fees was against public policy and void. The court abused its discretion in its decision denying his motion for attorney fees, and the Supreme Court reversed and remanded for further proceedings. View "Candee, et al. v. Candee" on Justia Law

Debra Heitkamp, the personal representative of the Estate of Nick Lyons, appealed a district court judgment in favor of Kevin Kabella following cross-motions for summary judgment, alleging the district court improperly determined the parties’ agreement was invalid because it fell within the limitation on the length of agricultural leases provided by N.D.C.C. 47-16-02. Kabella and Lyons entered into an agreement pertaining to farmland on March 29, 2007. The agreement gave Lyons possession and use of the property “in perpetuity.” In addition to receiving the property in perpetuity, the agreement stated Kabella could sell the property subject to Lyons’ right to purchase the property. Prior to the 2012 farming season, Kabella attempted to lease the property to Kermit Anderson Jr. Lyons refused to vacate the property asserting he was entitled to the use and possession of the property pursuant to his agreement with Kabella. Anderson brought an eviction action to remove Lyons from the property. Kabella was included as a defendant to allow a resolution of any issues regarding the agreement between Kabella and Lyons. In the litigation initiated by Anderson, Anderson and Kabella asserted the March 29, 2007 agreement between Kabella and Lyons was invalid under N.D.C.C. 47-16-02. Lyons passed away in May 2013, and Heitkamp was appointed personal representative of the estate. The estate used the property since that time. In March 2017, Heitkamp on behalf of Lyons' estate. sued for a declaration the agreement was valid in perpetuity. The district court granted summary judgment to Kabella and found the agreement was a lease that fell within the restrictions of N.D.C.C. 47-16-02, and due to the non-occurrence of any of the contingencies contained in the agreement, it expired on its tenth anniversary, March 29, 2017. The court awarded Kabella damages equal to the fair value of the use of the property subsequent to March 29, 2017. The North Dakota Supreme Court concluded "reasonable persons can draw more than one conclusion regarding the nature of the parties’ agreement," and therefore reversed judgment and remanded for a determination of whether this agreement was a lease subject to the limitations of N.D.C.C. 47-16-02, or a grant, option to purchase, or contract for deed outside the limitations of N.D.C.C. 47-16-02. Because the question of whether the limitation within N.D.C.C. 47-16-02 applied to the parties’ agreement remained undetermined, the Supreme Court declined to decide if the agreement was invalid after extending for a period of ten years. View "Heitkamp v. Kabella" on Justia Law

Darilyn Baker, individually and on behalf of a class of more than 500 persons similarly situated, appealed dismissal of her class action against Autos, Inc. d/b/a Global Autos, Robert Opperude, James Hendershot, RW Enterprises, Inc., and Randy Westby, for claimed violations of the North Dakota Retail Installment Sales Act, N.D.C.C. ch. 51-13, and state usury laws. Baker also appealed an order denying her motion to amend the judgment. Baker argued the retail sellers failed to make required disclosures of certain finance charges and late fees in retail installment contracts and they lost their regulated lender status and were subject to state usury laws. After review, the North Dakota Supreme Court concluded the retail installment contracts failed to disclose loan fees as finance charges, and therefore reversed and remanded for further proceedings. View "Baker v. Autos, Inc., et al." on Justia Law

The Supreme Court vacated the judgments of the superior court granting summary judgment in favor of the defendant and the third-party defendant (collectively, Defendants) on Plaintiff's complaint alleging negligence for her injuries and the third-party complaint seeking to defend, indemnify, and hold the third-party defendant harmless for claims arising out of the third-party defendant's duty under Defendants' snow services agreement, holding that genuine issues of material fact existed precluding summary judgment.Specifically at issue before the trial justice was whether there were genuine issues of material fact as to the dangerous condition that caused Plaintiff's fall that would preclude summary judgment. The trial justice weighed the evidence before her at least twice during the summary judgment hearing. The Supreme Court vacated the superior court's judgments, holding that the trial justice improperly weighed the evidence before her at the summary judgment hearing. View "Voccola v. Stop & Shop Supermarket Co." on Justia Law

At issue in this case before the Mississippi Supreme Court was a dispute between an automobile manufacturer and one of its dealerships. Specifically, the issue reduced to whether the dealer filed a timely complaint under Mississippi Code section 63-17-73(1)(d)(iii) after the dealer received the manufacturer’s notice it would terminate the applicable dealership agreement. The Court determined the statute was unambiguous, and its plain meaning provided a dealer may file its verified complaint within the sixty day notice period, i.e., the sixty days preceding the effective date of termination. Because the statute was unambiguous and conveyed a clear and definite meaning, the Court did not resort to the rules of statutory construction. The Court found the dealer’s complaint was timely filed within the sixty days immediately preceding the effective date of termination. View "Nissan North America, Inc. v. Great River Nissan, LLC d/b/a Great River Nissan" on Justia Law