Justia Contracts Opinion Summaries

At issue in this case was whether, under Connecticut law, after a judgment debtor’s wages have been garnished, the remaining wages are exempt from execution, and whether the transfer of those wages to a third party constitutes a fraudulent transfer. Pursuant to two state court judgments, The Cadle Company was Terry Fletcher’s judgment creditor, Fletcher owing the company more than $3 million. Since at least 2005, Terry has transferred more than $300,000 of his residual wages to the bank account of his wife, Marguerite Fletcher. The Cadle Company sued the Fletchers in federal district court, alleging, inter alia, that the transfer violated the Connecticut Uniform Fraudulent Transfer Act (CUFTA). The district court granted the Fletchers’ motion for partial summary judgment, granted The Cadle Company’s motion for partial summary judgment, and ultimately rendered judgment for The Cadle Company in the amount of $401,426 on its CUFTA claim. The Fletchers appealed to the Second Circuit Court of Appeals. The Second Circuit subsequently certified a question to the Supreme Court, which the Court accepted. The Supreme Court answered that Terry’s residual wages would not have been exempt from execution if he had retained possession of them, and therefore, they were subject to execution after Terry transferred them to his wife’s account. View "Cadle Co. v. Fletcher" on Justia Law

After hiring Plaintiff, Defendant-employer amended its sales commission plan. At dispute in this case was a revised commission provision, which provided that Plaintiff’s commissions would not be paid unless Defendant had invoiced commissionable amount to the client prior to Plaintiff’s termination. After Plaintiff was terminated, he filed a wage statute claim alleging that the commission provision was contrary to public policy and a violation of Conn. Gen. Stat. 31-72. Plaintiff’s remaining two claims were stricken upon Defendant’s motion. After a trial, the court granted judgment in favor of Plaintiff, holding that the commission provision at issue was contrary to public policy. Both parties appealed. The Supreme Court affirmed in part and reversed in part, holding that the trial court (1) improperly determined that the commission provision violated public policy and constituted a violation of section 31-72; (2) erred in striking Plaintiff’s claim alleging breach of the implied covenant of good faith and fair dealing; and (3) did not err in striking Plaintiff’s claim alleging wrongful discharge. Remanded. View "Geysen v. Securitas Security Servs. USA, Inc." on Justia Law

The predecessors of Plaintiff and Defendants entered into a right-of-way agreement that created an express easement for the benefit of property owned by Plaintiff over a driveway located on the property owned by Defendants. Plaintiff commenced this action asserting a quiet title claim and a claim seeking an injunction restoring Plaintiff’s rights under the agreement. Defendants raised special defenses, asserting that Plaintiff’s property had been used for purposes other than “professional offices or residential uses” in violation of the terms of the agreement. The trial court entered judgment for Defendants, concluding that the easement was in effect until Plaintiff’s property was used by a mortgage brokerage, a home health-care agency, and an appliance delivery coordination service, which tenancies terminated the agreement. The Appellate Court affirmed. The Supreme Court reversed, holding (1) the Appellate Court improperly concluded that the term “professional offices,” as used in the agreement, was plain an unambiguous; and (2) using the broader definition of the term “professional” indicates that the agreement did not preclude offices of the type that had been previously operated out of Plaintiff’s property. Remanded. View "NPC Offices, LLC v. Kowaleski" on Justia Law

Decedent entered into a contract for the sale of a parcel of real property to Buyer. Before entering into the contract, Decedent specifically devised the property to Plaintiff, a church, in his will. After Decedent died, a botanical garden and museum claimed entitlement to the proceeds from the sale of the property by the by the coexecutors of Decedent’s estate, due to a charitable pledge made by Decedent prior to his death. The trial court concluded that title to the property passed to Buyer at the signing of the contract under the doctrine of equitable conversion. The appellate court reversed, concluding that equitable conversion did not apply because Decedent died prior to the fulfillment or expiration of a mortgage contingency clause in the contract. The Supreme Court reversed in part, holding that the mortgage contingency clause did not preclude the application of equitable conversion, and equitable title passed to Buyer at the execution of the contract. View "Southport Congregational Church-United Church of Christ v. Hadley" on Justia Law

Kleen Energy Systems, LLC, an electric generating facility, entered into a contract with Connecticut Light and Power Company, an electric distribution company. A dispute subsequently arose concerning the proper interpretation of the contract’s pricing provision. At the request of Waterside Power, LLC, which had entered into a similar contract with Connecticut Light and Power, the Commissioner of Energy and Environmental Protection, acting through the Public Utilities Regulatory Authority (the Authority), conducted proceedings to resolve the dispute. Kleen Energy was a participant in, but not a party to, those proceedings. Waterside subsequently filed a petition for a declaratory ruling challenging the decision. The Authority issued a declaratory ruling denying Waterside relief. Kleen Energy filed an administrative appeal from the Authority’s ruling, claiming that it had a contractual right to submit the dispute to arbitration and that the Authority lacked jurisdiction to issue a declaratory ruling to resolve the dispute. The trial court ultimately concluded (1) the Authority had jurisdiction to issue a declaratory ruling to resolve the dispute, (2) Kleen Energy had waived its contractual right to arbitration, and (3) the Authority had properly resolved the dispute. The Supreme Court reversed, holding that the trial court erred in determining that the Authority had jurisdiction to resolve the pricing dispute. View "Kleen Energy Sys., LLC v. Comm’r of Energy & Envtl. Prot." on Justia Law

In 2003, local districts established for the promotion of tourism were legislatively dissolved to make way for larger regional districts serving that same purpose. Plaintiff, a Massachusetts corporation, filed suit against one of the regional districts (Defendant) seeking to hold Defendant liable for damages under a contract that Plaintiff had executed with one of the local districts (Local District). The district court certified questions of law to the Supreme Court regarding the satisfaction of contingent liabilities of the legislatively dissolved local districts. The Supreme Court answered (1) Defendant is not the legal successor to the Local District, as the legislature did not intend to make the regional districts the legal successors to the local districts; and (2) if the Local District transferred any of its assets to another entity and Plaintiff can establish that the assets were fraudulently conveyed, that entity may be responsible for the Local District’s obligations to the extent of the value of the assets received. View "Single Source, Inc. v. Cent. Reg'l Tourism Dist., Inc." on Justia Law

Plaintiff and Defendant entered into a series of agreements pursuant to which (1) Defendant agreed to transfer the management and, at the option of Plaintiff, the ownership of two automobile repair shops to Plaintiff; and (2) Plaintiff had the option to purchase the realty on which the shops were located on the condition that Plaintiff was in compliance with the terms of the agreements. When Plaintiff sought to exercise the options, Defendant refused to convey the properties, asserting that Plaintiff had not strictly complied with the agreements’ terms. The trial court determined that Plaintiff was entitled to specific performance of the options because it had substantially complied with the terms of the agreements. The Appellate Court reversed, concluding (1) the agreements were subject to a strict compliance standard, rather than a substantial compliance standard; and (2) Plaintiff had not strictly complied with the agreements' terms. The Supreme Court reversed, holding that the trial court (1) properly applied a standard of substantial rather than strict compliance with the terms of the parties’ agreements in resolving Plaintiffs’ claim; and (2) properly determined that Plaintiff was entitled to specific performance of the options because it had substantially complied with the terms of the parties’ agreements. View "Pack 2000, Inc. v. Cushman" on Justia Law

Plaintiff retained Defendant, a law firm, to represent Plaintiff in an action against other parties. After Plaintiff settled the underlying suit, Plaintiff filed a breach of contract action against Defendant, alleging that Defendant breached its duty of undivided loyalty and failed to follow Plaintiff’s instructions in the underlying lawsuit. The trial court characterized the allegations against Defendant as sounding in legal malpractice and granted Defendant’s motion for summary judgment on the ground that Plaintiff’s claim was barred by the statute of limitations applicable to legal malpractice claims. At issue on appeal was whether Plaintiff’s cause of action was one for malpractice, to which a three-year statute of limitation applied, or contract, to which a six-year statute of limitations applied. The appellate court affirmed. The Supreme Court affirmed, holding that the trial court correctly characterized Plaintiff’s claim as sounding in legal malpractice. View "Meyers v. Livingston, Adler, Pulda, Meiklejohn & Kelly, P.C." on Justia Law

Plaintiff brought a breach of contract action against Defendants. The trial court granted summary judgment in favor of Defendants, and the appellate court affirmed. Plaintiff appealed, arguing that the appellate court improperly upheld the trial court’s decision to grant Defendants’ motion for summary judgment on grounds not raised by Defendants. The Supreme Court affirmed, holding (1) a reviewing court has the discretion to raise and decide an issue that the parties themselves have not raised if (i) exceptional circumstances exist that would justify review of such an issue if raised by a party, (ii) the parties are given an opportunity to be heard on the issue, and (iii) no unfair prejudice to the party against whom the issue is to be decided results; (2) the appellate court in this case did not exceed its authority in resolving Plaintiff’s appeal on the basis of an issue that Defendants had not raised; and (3) the appellate court did not err in deciding the issue and in granting summary judgment to Defendants. View "Blumberg Assocs. Worldwide, Inc. v. Brown & Brown of Conn., Inc." on Justia Law

Defendant, the president of Moving America of CT, Inc., entered into a contract with Plaintiff, Yellow Book Sales and Distribution Company, Inc., on Moving America’s behalf. After Moving America dissolved, Plaintiff filed an action against Defendant in his individual capacity pursuant to an alleged individual guarantee in the contract, claiming that Defendant was individually liable to Plaintiff for the balance remaining unpaid on Moving America’s account. The trial court granted summary judgment in favor of Defendant, concluding that the contract was ambiguous as to whether Defendant was a party to the contract in his individual capacity, and therefore, the contract was unenforceable pursuant to the statute of frauds. The appellate court affirmed. The Supreme Court reversed, holding that the contract unambiguously identified Defendant as a party in his individual capacity and imposed a primary obligation, rather than a collateral one, on Defendant to provide full performance, thus rendering the statute of frauds inapplicable. Remanded. View "Yellow Book Sales & Distrib. Co., Inc. v. Valle" on Justia Law