Justia Contracts Opinion Summaries

Bernadette O’Malley purchased a used 2007 Dodge Caliber from Valpo Motors, Inc. in late 2019. Valpo provided O’Malley with a Buyers Guide stating the car was sold “AS IS” and a Sales Agreement that disclaimed all warranties unless a written warranty or service contract was extended within 90 days. O’Malley also purchased a Service Contract, which was noted in the Buyers Guide. The car broke down a month later, and a repair shop deemed it not worth repairing due to extensive mechanical issues. O’Malley’s son-in-law, Glenn Thomas, took the car to the shop. After Valpo refused to arbitrate, O’Malley sued for breach of implied warranty of merchantability under the Magnuson-Moss Warranty Act (MMWA). O’Malley passed away during the proceedings, and Thomas continued the case as the personal representative of her estate.The Porter Superior Court granted summary judgment for Valpo Motors, and the Indiana Court of Appeals affirmed, holding that the Buyers Guide’s disclaimer of all warranties controlled over any contrary provisions in the Sales Agreement. The appellate court rejected Thomas’s argument that the handwritten note on the Buyers Guide negated the warranty disclaimer. Judge Felix dissented, arguing that the Sales Agreement’s specific terms should trump the Buyers Guide’s general terms and that there was a genuine issue of material fact regarding Valpo’s opportunity to cure the breach.The Indiana Supreme Court reviewed the case and held that Valpo did not effectively disclaim the implied warranty of merchantability due to ambiguities in the Buyers Guide. The court found that fact issues remained regarding whether Valpo had a reasonable opportunity to cure the defects. The court vacated the summary judgment for Valpo, directed the trial court to enter partial summary judgment for Thomas on the warranty-disclaimer issue, and remanded for further proceedings to determine if Valpo had a reasonable opportunity to cure. If Thomas prevails, the trial court is to assess damages and reasonable attorney’s fees. View "Thomas v. Valpo Motors Inc." on Justia Law

In February 2014, Clint Shalla entered into a debt settlement agreement with Greg and Heather Koch to prevent a foreclosure on his farm. The Kochs agreed to purchase the farm and give Clint an exclusive option to repurchase it by August 15, 2015, with written notice and financing commitment. Clint's wife, Michelle, was not a party to the agreement but conveyed her marital interest in the property. Clint sought financing from Christopher Goerdt, then president of Peoples Trust and Savings Bank, who allegedly agreed to secure financing. Clint missed the option deadline, and the Kochs later agreed to sell the farm for a higher price. Goerdt, who had moved to County Bank, secured financing for the Shallas, but was later found to be involved in fraudulent activities.The Iowa District Court for Washington County granted partial summary judgment in favor of Peoples Bank, dismissing Michelle's fraudulent misrepresentation claim. The court later reconsidered and dismissed the Shallas' negligence and fraudulent misrepresentation claims, citing Iowa Code section 535.17. The court ruled in favor of County Bank in the foreclosure action and found Goerdt liable for conversion. The Shallas appealed, and the Iowa Court of Appeals affirmed the district court's judgment, with a dissent on the application of the statute of frauds.The Iowa Supreme Court reviewed the case and affirmed the lower courts' decisions. The court held that Iowa Code section 535.17, the credit agreement statute of frauds, barred the Shallas' claims for negligence and fraudulent misrepresentation. The court concluded that the statute applies to all actions related to unwritten credit agreements, regardless of whether the claims are framed in contract or tort. The case was remanded to the district court for a determination of County Bank's attorney fees, including appellate attorney fees. View "County Bank v. Shalla" on Justia Law

Barry and Jacklynn Graham hired Bradshaw Renovations, LLC to renovate their home. They agreed on a contract with an initial estimate of $136,168.16, which was later revised to $139,168.16. The contract included provisions for revising estimates and required written approval for changes. Throughout the project, Bradshaw sent invoices that varied from the initial estimate, leading to the Grahams' concerns about billing practices. After paying $140,098.79, the Grahams disputed a final invoice of $18,779.15, leading to a legal dispute.The Iowa District Court for Polk County held a jury trial, which found in favor of the Grahams on their breach of contract and consumer fraud claims, awarding them $16,000 and $40,000 respectively. The court denied Bradshaw's claims for unjust enrichment and quantum meruit. Bradshaw's motions for directed verdict and judgment notwithstanding the verdict were also denied. The court awarded attorney fees to the Grahams for their consumer fraud claim.The Iowa Court of Appeals affirmed the jury verdict, the district court's denial of Bradshaw's posttrial motions, and the dismissal of Bradshaw's equitable claims. It also affirmed the attorney fee award but remanded for determination of appellate attorney fees.The Iowa Supreme Court reviewed the case and found that the Grahams did not present substantial evidence of consumer fraud as defined by Iowa Code section 714H.3(1). The court reversed the district court's ruling on the consumer fraud claim and remanded for entry of judgment consistent with this opinion. The court affirmed the district court's dismissal of Bradshaw's unjust enrichment and quantum meruit claims, as these were covered by the written contract. The court also upheld the $16,000 jury award for the breach of contract claim. View "Bradshaw Renovations, LLC v. Graham" on Justia Law

In spring 2020, Czigany Beck, a full-time student at Manhattan College, paid tuition and a comprehensive fee for the semester. Due to the COVID-19 pandemic, the college transitioned to remote learning in March 2020, and Beck received only 46% of her education in person. Beck filed a class action lawsuit against Manhattan College, claiming breach of implied contract and unjust enrichment for not refunding a portion of her tuition and fees.The United States District Court for the Southern District of New York dismissed Beck's claims. The court found that the college's statements were not specific enough to constitute a promise for in-person classes or access to on-campus facilities. The court also ruled that the comprehensive fee was nonrefundable based on the college's terms, and thus Beck's unjust enrichment claim for fees was barred. The court granted summary judgment to Manhattan College on Beck's remaining unjust enrichment claim for tuition, concluding that the college's switch to online instruction was reasonable given the pandemic.Beck appealed to the United States Court of Appeals for the Second Circuit, arguing that the district court's judgment should be reversed based on the decision in Rynasko v. New York University. Manhattan College countered with decisions from the New York Supreme Court's Appellate Division, which supported affirming the district court's judgment. The Second Circuit identified a split between federal and state courts on New York contract-law principles and certified the question to the New York Court of Appeals: whether New York law requires a specific promise to provide exclusively in-person learning to form an implied contract between a university and its students regarding tuition payments. The Second Circuit reserved decision on Beck's appeal pending the New York Court of Appeals' response. View "Beck v. Manhattan College" on Justia Law

Plaintiffs created accounts on justanswer.com and paid to ask questions. According to JustAnswer's Terms of Service, paying for answers automatically enrolled plaintiffs in a recurring monthly subscription. Plaintiffs alleged that JustAnswer violated the Electronic Funds Transfer Act and various state consumer protection laws by enrolling them in the subscription service without their consent and making cancellation difficult. JustAnswer sought to compel arbitration based on a provision in its Terms of Service, asserting that plaintiffs were put on inquiry notice of those terms and agreed to arbitrate any claims arising from their use of the site.The United States District Court for the Northern District of California denied JustAnswer's motion to compel arbitration. The court held that plaintiffs did not receive sufficient notice of JustAnswer's Terms of Service containing the arbitration clause, and thus no contract was formed. The court found that the payment pages and other advisals presented to plaintiffs were not sufficiently conspicuous to put them on inquiry notice of the terms, and the advisals did not explicitly inform users that clicking a button would constitute assent to the terms.The United States Court of Appeals for the Ninth Circuit affirmed the district court's order. The Ninth Circuit concluded that no contracts were formed between plaintiffs and JustAnswer under an inquiry theory of notice. The court held that the website did not provide reasonably conspicuous notice of the terms, and the advisals did not unambiguously manifest the plaintiffs' assent to those terms. Therefore, plaintiffs were not bound by the arbitration provision in JustAnswer's Terms of Service, and the motion to compel arbitration was denied. View "GODUN V. JUSTANSWER LLC" on Justia Law

Kenneth Tilley sought financing from Malvern National Bank (MNB) for a real estate development project in 2009 and 2010, totaling $350,000. Tilley claimed MNB engaged in unfair dealings and sued for breach of contract, promissory estoppel, violations of the Arkansas Deceptive Trade Practices Act (ADTPA), tortious interference, negligence, and fraud. The case has been appealed multiple times, with the Arkansas Supreme Court previously reversing decisions related to Tilley's right to a jury trial.Initially, the Garland County Circuit Court struck Tilley's jury demand, which was reversed by the Arkansas Supreme Court. After remand, the circuit court reinstated a bench trial verdict, citing Act 13 of 2018, which was again reversed by the Supreme Court. On the third remand, MNB moved for summary judgment on all claims. The circuit court granted summary judgment, citing Tilley's reduction of collateral as a material alteration of the agreement, a rationale not argued by MNB. Tilley appealed this decision.The Arkansas Supreme Court reviewed the case and held that the circuit court did not violate the mandate by considering summary judgment. However, it was reversible error for the circuit court to grant summary judgment based on an unargued rationale. The Supreme Court affirmed summary judgment on Tilley's ADTPA, tortious interference, and negligence claims, finding no genuine issues of material fact. However, it reversed and remanded the summary judgment on Tilley's breach of contract, promissory estoppel, and fraud claims, determining that there were disputed material facts that required a jury trial. The case was remanded for further proceedings consistent with this opinion. View "Tilley v. Malvern National Bank" on Justia Law

The case involves a dispute between several plaintiffs, who are independent distributors for Nu Skin Enterprises Inc., and the defendants, which include Nu Skin and its affiliates. The plaintiffs allege that Nu Skin operates an unlawful pyramid scheme, making it difficult for distributors to profit from product sales alone, and instead requiring them to recruit new distributors to earn money. The plaintiffs filed a lawsuit in Spokane County Superior Court, asserting claims under various state and federal laws.In the lower courts, Nu Skin filed a motion to dismiss the case for improper venue based on a forum-selection clause in the parties' contract, which designated Utah as the exclusive forum for dispute resolution. The Spokane County Superior Court denied Nu Skin's motion, ruling that the case did not fall within the contractual definition of a "Dispute" and that Spokane County was a proper venue. Nu Skin sought reconsideration, which was also denied, and then moved for discretionary review.The Washington Supreme Court reviewed the case and addressed whether CR 12(b)(3) is the correct procedural mechanism to enforce a contractual forum-selection clause designating a non-Washington forum. The court held that CR 12(b)(3) is not the appropriate procedure for such enforcement. The court reasoned that the plain language of CR 12(b)(3) authorizes dismissal only when venue is "improper" according to Washington's venue statutes and court rules, which do not account for contractual forum-selection clauses. Therefore, a forum-selection clause cannot render a statutorily authorized venue "improper" under CR 12(b)(3). The court affirmed the denial of Nu Skin's motion to dismiss and remanded the case to the superior court for further proceedings consistent with its opinion. View "Raab v. Nu Skin Enters., Inc." on Justia Law

Francisco Rosario filed a class action lawsuit against Nationstar Mortgage, LLC (Mr. Cooper) and The Bank of New York Mellon (BNYM), alleging that they collected illegal and unlicensed third-party loan servicing fees on his mortgage. Rosario claimed that these fees were prohibited by the mortgage contract and Rhode Island law. He sought to represent all similarly situated individuals who were charged these fees.The Superior Court granted the defendants' motion to dismiss the complaint. The court found that Rosario's claims were based on a statute that did not provide a private right of action for borrowers to recoup fees collected by unlicensed loan servicers. Rosario appealed the decision, arguing that the defendants breached the mortgage contract by charging fees in violation of Rhode Island law and that the statute should be interpreted broadly to include loan servicing activities.The Rhode Island Supreme Court reviewed the case and affirmed the Superior Court's decision. The court held that the statute in question, G.L. 1956 § 19-14.11-1, did not provide a private right of action for borrowers to recover fees collected by unlicensed loan servicers. The court also found that the statute's exception for unlicensed transactions involving lending or loan brokering did not apply to loan servicing activities. Therefore, the court concluded that Rosario's breach of contract claim could not be sustained based on the alleged statutory violations. The order of the Superior Court was affirmed. View "Rosario v. Nationstar Mortgage, LLC" on Justia Law

Oscar and Audrey Madrigal purchased a car from Hyundai Motor America in 2011 for $24,172.73. The car allegedly did not function as warranted, and repeated repair attempts failed. The Madrigals requested Hyundai to repurchase the car under the Song-Beverly Consumer Warranty Act, but Hyundai refused, leading the Madrigals to sue for violations of the Act. Hyundai made two settlement offers under California Code of Civil Procedure section 998, which the Madrigals did not accept. On the first day of trial, after the court tentatively ruled against the Madrigals on pretrial motions, the parties settled for $39,000, with the Madrigals retaining the right to seek costs and attorney fees by motion.The Placer County Superior Court ruled that section 998 did not apply because the case settled before trial, and awarded the Madrigals $84,742.50 in attorney fees and $17,681.05 in other costs. Hyundai appealed, arguing that the Madrigals should not recover any postoffer costs because they settled for less than the second 998 offer. The Court of Appeal reversed, holding that section 998’s cost-shifting provisions applied and remanded for further proceedings.The Supreme Court of California affirmed the Court of Appeal’s decision. The Court held that section 998’s cost-shifting provisions apply even when a case settles before trial but after a section 998 offer is rejected or deemed withdrawn. The Court reasoned that the statute’s language and purpose—to encourage the settlement of lawsuits before trial—support this interpretation. The Court clarified that parties are free to agree on their own allocation of costs and fees as part of a settlement agreement, but absent such an agreement, section 998’s default cost-shifting rules apply. View "Madrigal v. Hyundai Motor America" on Justia Law

The case involves a dispute over the lease of a commercial property that has lasted nearly eight years. The plaintiff brought claims against the defendants for breach of contract, breach of the implied covenant of good faith and fair dealing, and a violation of G. L. c. 93A. The plaintiff prevailed at trial and was awarded a monetary judgment of over $20 million. The defendants paid the full amount of the judgment but notified the plaintiff that they intended to exercise their appellate rights.The Superior Court initially handled the case, and the plaintiff prevailed. The defendants appealed, and the Appeals Court affirmed the judgment. The defendants then sought further appellate review, which the Supreme Judicial Court granted, limited to issues related to postjudgment interest.The Supreme Judicial Court of Massachusetts reviewed the case and held that the exercise of appellate rights does not constitute a condition on the payment of a judgment. Therefore, the judgment was fully satisfied when it was paid in full, and the accrual of postjudgment interest halted upon payment. The court concluded that postjudgment interest is meant to compensate the prevailing party for the loss of the use of money when damages are not paid on time, not to punish or discourage appeals. The court reversed the portion of the lower court's order that allowed for the accrual of postjudgment interest after the defendants' payment in full. View "H1 Lincoln, Inc. v. South Washington Street, LLC" on Justia Law