Justia Contracts Opinion Summaries

Respondents were involved in the development and construction of Holcomb Condominiums (Condos). Appellant was the homeowners' association for Condos. Appellant filed, on behalf of itself and all condominium homeowners, a constructional defect complaint against Respondents, alleging a variety of defects and claims for negligence and breach of warranty. The district court dismissed Appellant's complaint as time-barred by the two-year contractual limitations period found in nearly identical arbitration agreements attached to each of the homeowners' purchase contracts. The court also denied as futile Appellant's request to amend its complaint to add causes of action for willful misconduct and fraudulent concealment based on missing roof underlayment, finding that the claim would also be time-barred by the contractual limitations period. The Supreme Court reversed and remanded, holding (1) arbitration agreements containing a reduced limitations period that are attached to and incorporated into purchase contracts are unlawful; (2) the district court erred in finding Appellants' negligence-based claims and breach of warranty claims were time-barred; and (3) because the contractual limitations provision was unenforceable, the district court's denial of the motion to amend on this basis was improper. View "Holcomb Condo. Homeowners' Ass'n v. Stewart Venture, LLC" on Justia Law

The Sponsors formed West Run to construct and manage West Virginia University off-campus housing and retained CBRE to secure financing. CBRE provided prospective lenders with confidential information. Huntington’s predecessor loaned $39.975 million and construction began. A competing project (Copper Beach) was built across the street. West Run learned that Huntington had loaned $20 million for that project; West Run alleged that Huntington divulged to Copper Beach proprietary West Run information provided by CBRE. West Run‘s occupancy dropped from 95 percent to 64 percent. West Run sued, alleging that Huntington had breached its duty of good faith and fair dealing by financing Copper Beech. Two similar projects, involving the Sponsors, alleged breach of contract based on Huntington‘s failure to provide funds under their construction loan agreements. Huntington claimed that they had sold insufficient units to require Huntington to disburse additional funds under the agreements. The district court dismissed. The Third Circuit affirmed in part, holding that the complaint contained no corroborating facts that confidential information was disclosed and that no contract terms prohibited Huntington from lending to competitors. The court vacated with respect to the other projects for a chance to provide evidence showing that the pre-sale numbers in the original complaint were incorrect. View "W. Run Student Hous. v. Huntington Nat'l Bank" on Justia Law

This case arose out of a verbal agreement entered into by Contractor and Landowner to construct a subdivision on a parcel of land. Disagreements arose between the parties, and the subdivision was never completed. Landowner filed this action against Contractor asserting Contractor had failed to make payments on an endloader that had been purchased for the project. Contractor counterclaimed for unjust enrichment based on excavation services he performed on the property. The jury found in favor of Landowner with regard to the endloader and in favor of Contractor with regard to his counterclaim. The trial court found Contractor was entitled to a prejudgment interest on his award of damages on his unjust enrichment claim. Contractor filed a motion to amend the judgment order, contending that the court erred in determining the date on which prejudgment interest began to accrue and had utilized an incorrect prejudgment interest date. The circuit court denied the motion. The Supreme Court reversed the denial of Contractor's motion to amend the judgment order, holding that the trial court erred by awarding Contractor prejudgment interest instead of allowing the jury to determine whether an award of prejudgment interest was warranted. Remanded. View "Ringer v. John" on Justia Law

The issue before the Supreme Court in this case concerned the grant of summary judgment dismissing an action to enforce an oral agreement to guaranty the debt of another on the ground that the agreement was barred by the statute of frauds. Sunshine Secretarial Services subleased office space from Accelerated Paving, Inc., and at times provided it with secretarial services. Accelerated Paving owed Plaintiff-Appellant Mickelsen Construction, Inc. money ($34,980.00) for providing asphalt to an Accelerated jobsite. Mickelsen threatened to file a materialmen’s lien against the real property on which the work was being done, and Accelerated's vice president asked that it not do so because that would delay the receipt of payment for the construction job. The vice president offered to pay the debt with an American Express credit card, but Mickelsen responded that it did not accept American Express credit cards. There was disagreement as to what happened next: Accelerate's vice president said there was not enough credit on the card to fund the payment, but when Accelerated received payment for the project it would pay down the balance so that there was enough credit to pay Mickelsen with the card. Mickelsen agreed not to file the lien if Accelerated could find someone to guaranty the payment by the credit card. Defendant-Respondent Lesa Horrocks of Sunshine agreed to do so and gave Mickelsen a check in the amount owed, drawn on Sunshine's account. Sunshine had a credit card machine that was capable of transacting with several credit cards including American Express credit cards. They told her that American Express had approved the transaction and asked her to use Sunshine credit card machine to run the transaction. It appeared to her that the transaction had been approved by American Express. issued the check. Several days later, Accelerated informed her that American Express had not approved the transaction. Accelerated then filed for bankruptcy. Mickelsen then sued Ms. Horrocks and Sunshine alleging that they had agreed to guaranty the credit card payment and so issued the check. The Defendants filed a motion for summary judgment, arguing that the alleged guaranty was barred by the statute of limitations in Idaho Code section 9-505. In response, Mickelsen argued that the check was a sufficient writing under the statute of frauds and, if not, that the transaction was governed by Idaho Code section 9-506 and therefore exempt from the statute of frauds. The district court held that the check was an insufficient writing and that section 9-506 did not apply because the Defendants did not receive any direct benefit. The court granted the motion for summary judgment and entered a judgment dismissing this action. Mickelsen then appealed. Finding no error with the district court's decision, the Supreme Court affirmed. View "Mickelsen Const v. Horrocks" on Justia Law

Plaintiff (HOA) was a condominium owners' association that brought suit on its own behalf and on behalf of its members against various individuals and corporations seeking damages arising from the alleged defective development, negligent construction, and misleading marketing of a condominium complex. The complex consisted of dozens of units owned by members of the HOA. The circuit court granted Respondents' motion to join all unit owners, denied the HOA's motion for a protective order, and certified six questions to the Supreme Court. The Court answered only one of the questions, finding it unnecessary to address the remaining questions, holding (1) a unit owners' association is an adequate representative when a lawsuit is instituted by a unit owners' association on behalf of two or more unit owners pursuant to the Uniform Common Interest Ownership Act and the damages sought include unit specific damages affecting only individual units; and (2) this case should proceed in accordance with W. Va. Trial Court R. 26. View "Univ. Commons Riverside Home Owners Ass'n v. Univ. Commons Morgantown, LLC" on Justia Law

Circle D Contractors filed suit in district court to collect from the Bartletts money owed for the installation of a swimming pool. The district court ruled in favor of Circle D. The Barletts appealed. Circle D did not refile an additional complaint within thirty days, and the Barletts moved to dismiss Circle D's complaint as untimely. The circuit court dismissed the complaint, ruling that Circle D had failed to strictly comply with the requirements of District Court Rule 9 by failing to timely refile its complaint in circuit court. The Supreme Court reversed, holding (1) only substantial compliance with the rule that a plaintiff refile its complaint in circuit court is required; and (2) Circle D substantially complied with rule 9 because all of its pleadings that were previously filed in district court were filed in circuit court, albeit by the Bartletts, and moreover, Circle D also refiled its complaint in circuit court. Remanded. View "Circle D Contractors, Inc. v. Bartlett" on Justia Law

Construction Company contracted with Subcontractor for construction of elements of an HVAC system. As partial collateral for a revolving line of credit, Subcontractor assigned to Bank its right to receive payment under the contract with Construction Company. Construction Company instead made twelve payments to Subcontractor. Subcontractor subsequently ceased business operations, leaving an outstanding debt to Bank on its line of credit. Bank filed an action against Construction Company for breach of contract and violation of the UCC. A jury found (1) Construction Company liable on both counts for ten of the twelve checks that it had delivered to Subcontractor, and (2) Bank was estopped from recovering with respect to the final two checks. The judge entered judgment on the statutory claim in the amount of $3,015,000, the full face value of the ten checks. The Supreme Court affirmed in part and reversed in part, holding that the trial judge (1) properly entered judgment on Bank's statutory claim in the amount of the wrongfully midirected payments; but (2) erred in denying the bank's motion for partial judgment notwithstanding the verdict with respect to the final two checks, as there was insufficient evidence to support Construction Company's defense of estoppel. View "Reading Coop. Bank v. Constr. Co." on Justia Law

Defendants Stryker Biotech, LLC, Stryker Sales Corporation (collectively Stryker) and Turner Construction Company, appealed a superior court ruling which found them liable on a theory of unjust enrichment and awarded damages to the plaintiff, Axenics, Inc. f/k/a RenTec Corporation. Axenics cross-appealed, challenging the amount of damages awarded and the trial court's failure to find the defendants liable on its breach of contract and New Hampshire Consumer Protection Act (CPA) claims. This case arose from the construction of a biotech facility for Stryker for which Turner served as the general contractor. Axenics subcontracted with Turner to furnish labor, materials, equipment, and services for the installation of "process pipe" at the facility. A dispute arose when Axenics notified Turner of additional change orders related to delays and work that it believed to be outside the scope of the contract. Upon review, the Supreme Court found that the subcontract addressed the subject matter of Axenics' unjust enrichment claim. The Court reversed the trial court's decision finding Turner liable to Axenics on its theory of unjust enrichment. Furthermore, the Court found no evidence that Stryker accepted a benefit that would be unconscionable to retain. Therefore the Court held that the trial court erred in allowing Axenics to recover against Stryker under a theory of unjust enrichment. The Court found that an internal memorandum was admitted into evidence in error; the trial court erred in relying upon it in assessing damages. The Court affirmed the trial court's decision with respect to Axenics' CPA claims. The case was ultimately affirmed in part, vacated in part, and remanded for further proceedings. View "Axenics, Inc. v. Turner Construction Co." on Justia Law

Travelers moved to dismiss Postel's appeal of the district court's stay of Postel's lawsuit seeking payment from Travelers on a surety bond for work that it performed as a subcontractor. Postel brought its suit pursuant to the Miller Act, 40 U.S.C. 3131 et seq. Travelers argued that Postel's appeal, which was not filed until fifty-five days after the district court's order, was untimely. Because Postel did not argue that the United States had any involvement in this case, but instead relied solely on the statutory requirement that it bring its Miller Act claim in the name of the United States, the court concluded that it was required to file its notice of appeal within thirty days under Rule 4(a)(1)(A). Accordingly, the court granted Travelers' motion to dismiss the appeal for lack of jurisdiction. View "United States for the use and benefit of Postel Erection Group, L.L.C., et al v. Travelers Casualty and Surety, et al" on Justia Law

Matrix Construction Co. was a South Carolina corporation with its principal place of business in South Carolina. Matrix was the general contractor on a project to renovate schools in South Carolina. Matrix hired Contract Supply as a subcontractor. Contract Supply had a relationship with BlueTarp Financial, a company providing commercial credit to the construction industry that had its principal place of business in Maine. After Matrix accepted Contract Supply's bid, Matrix signed BlueTarp's account agreement, which stated that disputes would be governed by the laws of Maine. Matrix later learned that Contract Supply was not paying its suppliers and stopped paying Contract Supply. BlueTarp filed this action for breach of contract and unjust enrichment in the federal district court for the District of Maine invoking diversity jurisdiction. The district court dismissed the case for lack of personal jurisdiction over Matrix. BlueTarp appealed, arguing that the forum selection clause in the account agreement authorized jurisdiction in the Maine district court and, in any event, Matrix had sufficient connections with Maine to satisfy the personal jurisdiction requirements. The First Circuit Court of Appeals reversed, holding that, having found the relatedness, purposeful availment, and reasonableness factors satisfied, the district court had personal jurisdiction over Matrix. View "Bluetarp Fin., Inc. v. Matrix Constr. Co." on Justia Law