Justia Contracts Opinion Summaries

This appeal grew out of overpayments that lessee, Safeway Stores 46, Inc., made to its lessor, WY Plaza, L.C. The lease allowed Safeway to deduct construction costs from the payments to WY Plaza. But Safeway neglected to make these deductions for twelve years before demanding repayment. WY Plaza rejected the demand based on Safeway’s delay. Safeway responded by paying under protest and suing for restitution and a declaratory judgment. Both parties sought summary judgment. In its own motion, WY Plaza denied the availability of restitution because the parties’ obligations had been set out in a written contract. The district court agreed with WY Plaza. But the court went further, deciding sua sponte that Safeway’s delay prevented recovery under the doctrine of laches. So the court granted summary judgment to WY Plaza and denied Safeway’s motion. The Tenth Circuit disagreed as to both trial court rulings. Despite the lack of any laches argument in its motion, the district court relied on laches to grant summary judgment to WY Plaza on the claim for declaratory relief. The Tenth Circuit concluded the district court erroneously failed to notify Safeway before granting summary judgment to WY Plaza based on laches. Furthermore, the Tenth Circuit found that in granting WY Plaza’s motion for summary judgment, the district court relied on arguments that WY Plaza hadn’t raised. The district court also erroneously granted summary judgment to WY Plaza on the restitution claim: "The unilateral nature of Safeway’s mistake doesn’t prevent restitution." The Tenth Circuit held Safeway was entitled to summary judgment because WY Plaza failed to create a triable fact-issue, and Safeway was entitled to summary judgment on its claims for a declaratory judgment and restitution. View "Safeway Stores v. WY Plaza" on Justia Law

The Supreme Court affirmed the decision of the district court affirming, with minor modifications, the judgment of the county court finding for Plaintiff on his first cause of action but against him on his second and third causes of action, holding that there was no error.Plaintiff, an attorney, sued his former clients alleging breach of contract per an hourly fee agreement, breach of contract per a contingency fee agreement, and fraudulent misrepresentation. The county court found for Plaintiff on his first cause of action but for Defendants on the remaining causes of action. The district court primarily affirmed. The Supreme Court affirmed, holding that Plaintiff was not entitled to relief on any of his allegations of error. View "Brauer v. Hartmann" on Justia Law

In 2013, New Balance entered into a Distribution Agreement with PSG to distribute its products in Peru. The Agreement contained an arbitration clause, which New Balance invoked in 2018. Also joined as respondents in this arbitration were Ribadeneira, PSG’s controlling owner, and Superdeporte, another business entity owned by Ribadeneira in Peru. The arbitrator issued two awards, which imposed liability on PSG and Superdeporte for breach of the Distribution Agreement, and on PSG, Superdeporte, and Ribadeneira for tortious interference. The arbitrator rejected three counterclaims brought against New Balance. Finding that the arbitrator had improperly exercised jurisdiction over nonsignatories Ribadeneira and Superdeporte, the district court vacated the awards.The First Circuit reversed. Theories of assumption and equitable estoppel apply to support arbitral jurisdiction over Ribadeneira and Superdeporte. Superdeporte was PSG's successor-in-interest and assumed PSG's obligation to arbitrate under the Distribution Agreement. Ribadeneira is estopped from denying that the Agreement's arbitration clause is enforceable, just as he is estopped from asserting his nonsignatory status to avoid the obligation to arbitrate under that clause. The tortious interference claims were "related to or arising out of" the Agreement. View "Ribadeneira v. New Balance Athletics, Inc." on Justia Law

The Supreme Court reversed the judgment of the district court dismissing the complaint brought by Lustre Oil Company LLC and Erehwon Oil & Gas, LLC (collectively, Lustre Oil) for lack of subject matter jurisdiction, holding that the district court did not properly weigh the relevant jurisdictional factors.Lustre Oil filed an action against A&S Mineral Development Company, LLC seeking to quiet title and to invalidate A&S's interests in forty-one of the fifty-seven oil and gases leases operated by A&S within the Fort Beck Indian Reservation, home to the Assiniboine and Sioux Tribes. The district court dismissed the action for lack of jurisdiction, concluding that A&S was an arm of the Tribes entitling it to immunity. The Supreme Court reversed, holding (1) the district court did not err in concluding that A&S's incorporation under Delaware law did not favor immunity and in thus refusing to deny A&S tribal sovereign immunity based on state incorporation alone; and (2) consideration of the White factors weighed against the extension of sovereign immunity to A&S as an arm of the Tribes for the purpose of Lustre Oil's claims in this case. View "Lustre Oil Co. v. Anadarko Minerals, Inc." on Justia Law

The Supreme Court affirmed in part and reversed in part an order of the court of appeals in this jurisdictional dispute, holding that the Corporate Defendants intentionally reached out to North Carolina to conduct business activities in the state, and the claims at issue in this case arose from or were related to those activities.After Plaintiff was officially terminated from his employment he brought an action against Individual and Corporate Defendants alleging, inter alia, fraud, misrepresentation, and breach of contract. Defendants moved to dismiss the action. The trial court denied the motions. The court of appeals reversed, holding that the Corporate Defendants' activities alone were not sufficient to establish specific jurisdiction and that Plaintiff's claims did not arise out of, or even relate to, the alleged contacts between Defendants and North Carolina. The Supreme Court reversed the court of appeals' decision as to Corporate Defendants, affirmed with respect to Individual Defendants, and remanded, holding that the trial court may exercise personal jurisdiction over Corporate Defendants pursuant to the Due Process Clause. View "Schaeffer v. SingleCare Holdings, LLC" on Justia Law

The Morningstars contracted to purchase a residential property from the Robisons, who intended to buy a nearby vacant lot and build a new house. When the lot they wished to buy was purchased by someone else, the Robisons failed to comply with the terms of the contract with the Morningstars. The Morningstars sought specific performance and monetary damages. The district court found the Robisons breached the contract, but denied the request for specific performance and awarded monetary damages.The Wyoming Supreme Court reversed. The district court erred in placing the burden on the Morningstars to prove monetary damages were an inadequate or impractical remedy and abused its discretion when it found specific performance was not an appropriate remedy. After finding only one of the special equities factors weighed in favor of the Robisons, the court essentially rewrote the contract to allow the Robisons to cancel because their preferred lot was unavailable. The Robisons admit they “had no legal recourse to cancel.” On remand, when determining if any monetary damages should be awarded in addition to specific performance, the court’s “guiding principle” should be to relate the contract back to August 2021, and place the Morningstars in as nearly the same position as they would have been in if the Robisons had not breached the contract. View "Morningstar v. Robison" on Justia Law

Integra is an accountable-care organization under the Medicare Shared Savings Program (MSSP). RIPCPC is an independent practice association of physicians located in Rhode Island. The plaintiffs (Hayden, King, Corsi) are primary care physicians and operated their own independent practices. Each participated in Integra until 2018, when they terminated their respective agreements upon the sale of their respective independent practices (Integra agreements) and terminated their relationships with RIPCPC. The plaintiffs alleged breach of contract, unjust enrichment, breach of the implied covenant of good faith and fair dealing, conversion, and anticipatory breach/repudiation against Integra and RIPCPC, claiming that Integra and RIPCPC owed plaintiffs certain payments and shared savings for 2017 and 2018.The defendant’s motion to dismiss was granted as to breach of the implied covenant of good faith and fair dealing by RIPCPC and anticipatory breach/repudiation by RIPCPC. RIPCPC then successfully moved to stay the proceedings and compel arbitration as to plaintiffs’ claims against RIPCPC for breach of contract, unjust enrichment, conversion, and declaratory judgment. The Rhode Island Supreme Court held that the hearing justice did not err in granting RIPCPC’s motion to compel arbitration with regard to Hayden’s claims for breach of contract, conversion, and unjust enrichment nor in granting RIPCPC’s motion to compel arbitration with regard to Corsi’s claim for breach of contract but erred in granting RIPCPC’s motion to compel arbitration with regard to Corsi’s claims and King’s claims for conversion and unjust enrichment. View "Hayden v. Integra Community Care Network, LLC" on Justia Law

Plaintiff Union Mutual Fire Insurance Company (“Union Mutual”) appealed from a district court judgment. On March 4, 2017, a fire started at Liberty Avenue in Queens, New York, spreading to and damaging four neighboring buildings insured by Union Mutual. After an investigation, the fire marshals concluded, but could not determine with certainty, that the fire originated in the extension cords used by Ace Caribbean Market. Union Mutual paid proceeds to the damaged neighboring buildings and subrogated into their owners’ tort claims. Union Mutual then sued Ace Caribbean Market and others (collectively, “Defendants”), alleging that their negligent use of the extension cords caused the fire. The district court granted summary judgment for Defendants. At issue on appeal is whether evidence that a fire may have originated in the extension cords is sufficient to show that (a) the owners and proprietors were negligent in their use of the extension cords and (b) if they were negligent, that negligence was the cause of the fire.   The Second Circuit affirmed, holding that such evidence is not sufficient. The court held that, at most, Union Mutual produced weak circumstantial evidence that something wrong with the extension cords caused the fire. But, even assuming a reasonable jury could so conclude, Union Mutual showed no evidence of negligence whatsoever on Defendants’ part, and evidence of causation by itself is not evidence of negligence. The court concluded that there may have been negligence and that negligence may have been the cause of the fire. But no inference that it was Defendants’ negligence is permissible on the facts. View "Union Mut. Fire Ins. Co. v. Ace Caribbean Mkt." on Justia Law

Reliant Life Shares, LLC (Reliant or LLC) was a profitable limited liability company owned in equal parts by three members. Two of them, SM and DC, were longtime friends and business partners. After DC stopped working out of the offices of Reliant because of a medical condition, no one at Reliant expected him to return to work, but SM assured CDC he remained a loyal business partner. Before long, however, SM and the third member of Reliant, SG, tried to force out DC, splitting the company’s profits and other revenues 50/50 and paying DC nothing. The LLC sued DC, seeking a declaratory judgment that he was properly removed as a member of the LLC. DC cross-complained against the parties and the LLC, alleging breach of contract, fraud, breach of the duty of loyalty and several other causes of action, seeking damages, an accounting and imposition of a constructive trust over funds obtained through violation of fiduciary duties. The jury awarded DC damages and valued his equity interest. The LLC, SM, SG, and several of their entities appealed. They assert a multitude of arguments for reversal of the judgment.   The Second Appellate District found no merit in any of the claims and affirmed the judgment in full. The court found that the trial court acted well within its discretion when it decided alter ego claims in phase one. Further, the court found no merit in the election of remedies argument, either as it relates to prejudgment interest or anything else. View "Reliant Life Shares, LLC v. Cooper" on Justia Law

Appellant Southern Orthopaedic Specialists, L.L.C. (“Southern Orthopaedic”) sued its insurer, State Farm Fire & Casualty Company (“State Farm”), to recover business interruption losses caused by covid-related shutdowns. It also claims that State Farm negligently misrepresented the scope of the policy’s coverage. The district court dismissed these claims as foreclosed by the policy and Louisiana law.   The Fifth Circuit affirmed. The court held that Southern Orthopaedic’s pleadings fall short. They do not allege that covid caused “tangible or corporeal” property damage. Nor do they allege that the presence of covid particles required physically repairing or replacing any part of Southern Orthopaedics’s property. Nor do they claim that the presence of covid necessitated lasting alterations to the property. Without allegations of this nature, Southern Orthopaedic cannot meet the requirement of pleading an “accidental direct physical loss” under the policy. View "S Orthopaedic Spclt v. State Farm Fire" on Justia Law