Justia Contracts Opinion Summaries

Gary Sepanossian, dba G.S. Construction (Sepanossian), individually and as class representative, filed a class action against National Ready Mix Concrete Co., Inc. (Ready Mix), alleging Ready Mix charged its customers an “energy” fee and an “environmental” fee “wholly untethered to any actual cost for ‘energy’ or ‘environmental’ issues” that Ready Mix instead “recognize[s] as profit.” The complaint alleges causes of action for (1) violation of California’s Unfair Competition Law (UCL) under the fraudulent and unfair business practices prongs; (2) breach of contract; and (3) “unjust enrichment.” After Ready Mix answered the complaint, Sepanossian filed a motion for class certification. The trial court granted class certification but expressed doubts about Sepanossian’s legal claims and invited the parties to present a motion for judgment on the pleadings to address the merits before class notice. The parties agreed to do so, and Ready Mix subsequently filed a motion for judgment on the pleadings, which the trial court granted on the UCL and unjust enrichment causes of action.   The Second Appellate District reversed because Sepanossian alleged facts sufficient to state a cause of action under the UCL but affirmed dismissal of the unjust enrichment cause of action. The court explained that here, Ready Mix customers cannot buy concrete from it while avoiding being charged energy and environmental fees. On a motion for judgment on the pleadings, the court wrote that it must accept as true Sepanossian’s allegation the fees were unavoidable for customers who wished to purchase concrete from Ready Mix. View "Sepanossian v. Nat. Ready Mix Co." on Justia Law

Plaintiff filed a putative shareholder class action complaint in New York State Supreme Court, alleging Maryland state law claims on behalf of himself and all similarly situated preferred stockholders of Cedar Realty Trust, Inc. (“Cedar”), a New York-based corporation incorporated in Maryland, following its August 2022 merger with Wheeler Real Estate Investment Trusts, Inc. (“Wheeler”) (collectively, “Defendants”). The complaint alleged Cedar and its leadership breached fiduciary duties owed to, and a contract with, shareholders such as Plaintiff and that Wheeler both aided and abetted the breach and tortiously interfered with the relevant contract. The Defendants collectively removed the case, invoking federal jurisdiction under the Class Action Fairness Act (CAFA), but the district court remanded the case to state court after Krasner argued that an exception to CAFA jurisdiction applied to his claims.   The Second Circuit dismissed Defendants’ appeal and concluded that the “securities-related” exception applies. The court explained that here, the securities created a relationship between Cedar and Plaintiff that gave rise to fiduciary duties on the part of Cedar and the potential for additional claims against those parties who aid and abet Cedar’s breach of those duties. Thus, the aiding and abetting claim—and by the same logic, the tortious interference with contract claim—“seek enforcement of a right that arises from an appropriate instrument.” As such, the securities-related exception applies, and the district court properly remanded the case to state court. View "Krasner v. Cedar Realty Trust, Inc." on Justia Law

The Supreme Court affirmed the decision of the district court granting summary judgment in favor of C.H. Yarber Construction in this action brought by West American Insurance Company seeking subrogation and asserting claims of negligence and breach of contract, holding that West could not pursue its claims against C.H. Yarber in subrogation.C.H. Yarber was the tenant leasing Profile Properties' commercial property in Cheyenne when the property sustained damage from a fire. West, the insurer of the property, covered Profile's fire damages and proceeded against C.H. Yarber in subrogation. The district court concluded that West could not pursue its claims in subrogation because D.H. Yarber was a co-insured under Profile's insurance policy. The Supreme Court affirmed, holding that because the relevant lease evidenced that Profile did not intend to look to C.H. Yarber to cover the insured loss, West could not pursue its claims against C.H. Yarber in subrogation. View "West American Insurance Co. v. Black Dog Consulting Inc." on Justia Law

The Supreme Court vacated the judgment of the circuit court overruling GoJet Airlines, LLC's motion to compel arbitration in this breach of contract action brought by Hampton Brown and remanded this case to compel arbitration, holding that the circuit court erred in refusing to compel arbitration.Brown, who had worked for GoJet as a pilot, filed a class action suit alleging that GoJet breached the parties' bonus agreement by failing to issue bonuses to him and other employees. In response, GoJet filed a motion to compel arbitration, arguing that the parties entered into a mutually binding and enforceable arbitration agreement requiring that this dispute be arbitrated. The circuit court overruled the circuit court's motion to compel arbitration. The Supreme Court vacated the judgment below, holding (1) the parties' agreement was governed by the Missouri Uniform Arbitration Agreement, and arbitration may be compelled under its provisions; (2) the circuit court erred by finding the arbitration agreement unenforceable due to its lack of statutory notice; and (3) Brown's motion to strike was overruled. View "Brown v. GoJet Airlines, LLC" on Justia Law

The Supreme Court affirmed in part and reversed in part the judgments of the district court enforcing the parties' mediated memorandum of understanding (MOU) regarding a subdivision dispute and then implementing it in the form of a more formal final settlement agreement proposed by Developers for approval by the Town of Fort Peck, Montana, holding that the district court erroneously granted Developers judgment as a matter of law.The district court ultimately concluded that the mediated MOU was an independently valid and enforceable contract in accordance with its written terms and as approved by the Town Council at its closed meeting, thus granting Developers' motion to enforce and implement the mediated MOU. The Supreme Court reversed in part, holding that the district court erred in granting Developers judgment as a matter of law that the Town Council took action to approve the parties' mediated MOU at its closed meeting and that a genuine issue of material fact remained as to whether a majority a quorum of the Town Council satisfied the agreed condition precedent to contract formation and enforceability of the MOU. View "Hanson v. Town of Fort Peck" on Justia Law

Medical providers sued insurance company to enforce their perfected medical liens for professional services rendered to a person injured in a car accident. Insurance company disputed the: (1) reasonableness of the charges; and (2) necessity of the services. The providers argued the insurance company had no legal standing to dispute these issues, absent an assignment from the injured party. Although Insurance company prepared the "Release" with the injured person, it failed to include such an assignment. Insurance company argued that in spite of this omission, there was an "implied" assignment from the injured party as evidenced by precontract settlement discussions. The trial court ruled that there was no assignment in the executed written release and that insurance company was barred by the Parol Evidence Rule from presenting evidence to establish an implied assignment. The Oklahoma Court of Civil Appeals reversed the trial court holding that summary judgment was not proper when there was a question of fact surrounding the issue of an assignment. The Oklahoma Supreme Court found there was no assignment in the executed release and there was no question of fact on material issues. Without evidence of fraud, the Court found precontract negotiations and all discussions were merged into and superseded by the terms of an executed written release. The decision of the Court of Civil Appeals was vacated; and this matter was remanded to the trial court for proceedings. View "Accident Care & Treatment Center v. CSAA General Insurance Co." on Justia Law

The Supreme Judicial Court affirmed the decision of the superior court judge dismissing the underlying declaratory judgment complaint in this declaratory judgment action regarding the scope of the Department of Housing and Community Development's (DHCD) authority under Mass. Gen. Laws ch. 121B, 7A, holding that dismissal was warranted.Plaintiffs - location housing authorities (LHAs) of various cities and towns, current and former executive directors of LHAs and others - sought a judgment declaring that DHCD exceeded its authority under Mass. Gen. Laws ch. 121B, 7A by promulgating guidelines that govern contracts between an LHA and its executive director and making compliance with the guidelines a requirement to obtain contractual approval from DHCD. A superior court judge allowed DHCD's motion to dismiss. The Supreme Judicial Court affirmed, holding that LHAs have authority to hire executive directors and "determine their qualifications, duties, and compensation, under Mass. Gen. Laws ch. 121B, 7. View "Fairhaven Housing Authority v. Commonwealth" on Justia Law

Stronghold and the city entered into a 2015 contract to renovate the Monterey Conference Center. Before filing a lawsuit asserting a claim for money or damages against a public entity, the Government Claims Act (Gov. Code 810) requires that a claim be presented to the entity. Without first presenting a claim to the city, Stronghold filed suit seeking declaratory relief regarding the interpretation of the contract, and asserting that the Act was inapplicable.Stronghold presented three claims to the city in 2017-2019, based on its refusal to approve change orders necessitated by purportedly excusable delays. Stronghold filed a fourth amended complaint, alleging breach of contract. The court granted the city summary judgment, reasoning that the declaratory relief cause of action in the initial complaint was, in essence, a claim for money or damages and that all claims in the operative complaint “lack merit” because Stronghold failed to timely present a claim to the city before filing suit.The court of appeal reversed. The notice requirement does not apply to an action seeking purely declaratory relief. A declaratory relief action seeking interpretation of a contract is not a claim for money or damages, even if the judicial interpretation sought may later be the basis for a separate claim for money or damages which would trigger the claim presentation requirement. View "Stronghold Engineering, Inc. v. City of Monterey" on Justia Law

The Supreme Judicial Court held that an agreement entered into between Plaintiff Anthony Gattineri and Defendants Wynn MA, LLC and Wynn Resorts, Limited (collectively, Wynn) in San Diego California (the San Diego agreement) was unenforceable for reasons of public policy.Wynn entered into an option contract with FBT Everett Realty, LLC (FBT) to purchase a parcel of property. As Wynn's application for a casino license proceeded, the Massachusetts Gaming Commission discovered that there was a possibility of concealed ownership interests in FBT by a convicted felon with organized crime connections. In response, FBT lowered the purchase price for the parcel. The Commission approved the amended option agreement. Gattineri, a minority owner of FBT, opposed the price reduction and refused to sign the certificate required by the Commission. Gattineri alleged that at the San Diego meeting Wynn had agreed to pay Gattineri an additional $19 million in exchange for Gattineri signing the certificate. After the Commission awarded Wynn a casino license Gattineri brought suit claiming breach of the San Diego agreement because Wynn never paid Gattineri the promised $19 million. The Supreme Judicial Court held (1) the agreement was deliberately concealed from the Commission and inconsistent with the terms approved by the Commission; and (2) enforcement of such a secret agreement constituted a clear violation of public policy. View "Gattineri v. Wynn MA, LLC" on Justia Law

The Supreme Court reversed the judgment of the court of appeals reversing the trial court's judgment in this dispute over a particular provision in a land-improvement contract, holding that the court of appeals erred in concluding that the contract was ambiguous and could not be established as a matter of law.The trial court interpreted the disputed provision as a matter of law and instructed the jury accordingly. The court then entered judgment based on the jury's verdict, which resolved the issues of liability and damages. The court of appeals reached the same result as the trial court but nevertheless reversed, determining that, despite its analysis of the language of the contract, the provision was still ambiguous. The court then ordered a new trial so that a jury could determine the meaning of the contractual text. The Supreme Court reversed and remanded the case for further proceedings, holding that the trial court correctly construed the subject provision, and the court of appeals erred in ruling that the provision was ambiguous. View "U.S. Polyco, Inc. Texas Central Business Lines Corp." on Justia Law