Justia Contracts Opinion Summaries

Rexing sought a ruling that Rexing was excused from its obligations to purchase eggs under its contract with Rembrandt. Rembrandt filed a counterclaim seeking damages for Rexing’s repudiation of the contract, attorneys’ fees, and interest. Following discovery, the district court granted Rembrandt summary judgment on liability but concluded that there were genuine issues of triable fact as to damages. A jury awarded Rembrandt $1,268,481 for losses on eggs it had resold and another $193,752 for losses on eggs that it was not able to resell. The court determined that the interest term in the parties’ agreement was usurious, so that Rembrandt was not entitled to contractual interest or attorneys’ fees.The Seventh Circuit affirmed the damages award. The district court properly concluded that the resale remedy under Iowa’s version of the Uniform Commercial Code, Iowa Code 554.2706, was the appropriate mechanism for calculating Rembrandt’s damages and Rexing waived its arguments challenging the award by not presenting them to the district court in a post-verdict motion. Reversing in part, the court held that the parties’ agreement fell within the “Business Credit Exception” to Iowa’s usury statute, Iowa Code 535.5(2)(a)(5), and remanded the denial of Rembrandt’s request for interest and fees. View "Rexing Quality Eggs v. Rembrandt Enterprises, Inc." on Justia Law

The Supreme Court affirmed the decision of the court of appeals reversing in part the circuit court's determination that the price for certain property was $16.6 million and granting County Visions Cooperative fifteen days to exercise its right of first refusal at that price, holding that a circuit court may set an exercise price that exceeds the appraised value of the burdened property.The circuit court granted Country Visions specific performance of its right of first refusal to a property that Archer-Daniel-Midland Co. was attempting to sell. At issue was whether the circuit court correctly set the price at which Country Visions could exercise its right of first refusal. The court of appeals concluded that the circuit court did not err in how it determined the appropriate right of first refusal exercise price but remanded the case for a determination of whether the $16.6 million price included personal property. The Supreme Court affirmed, holding (1) the circuit court properly considered the unique synergies that the property provided when it set the exercise price higher than the appraised value; but (2) remand was necessary to determine whether the $16.6 million exercise price included more than what was called for in the right of first refusal contract. View "Country Visions Cooperative v. Archer-Daniels-Midland Co." on Justia Law

Plaintiff filed suit against defendant, alleging six claims under Iowa law: (1) fraudulent or intentional misrepresentation; (2) negligent misrepresentation; (3) breach of contract; (4) unjust enrichment; (5) misappropriation of trade secrets; and (6) breach of fiduciary duty. Plaintiff's claims arose from statements and actions that followed the sudden death of plaintiff's husband and involved defendant, the husband's business partner. The district court dismissed all claims.The Eighth Circuit concluded that plaintiff sufficiently state a claim for breach of contract as to the sale of life insurance to RK where plaintiff's accusations were sufficient to plead consideration in support of the contract. In this case, there was consideration for the agreement in that defendant was to receive an override commission upon sale of the insurance products and plaintiff agreed not to take her client's insurance business to another agent. The court also concluded that the district court erred in granting defendant's motion to dismiss on plaintiff's unjust enrichment claim as related to the RK insurance sale; plaintiffs sufficiently stated a claim for breach of fiduciary duty; and, to the extent plaintiff's claims for fraud or negligent misrepresentation related to the sale of life insurance products to plaintiff's client, the claims were sufficient to survive a motion to dismiss. Accordingly, the court reversed and remanded for further proceedings. View "Meardon v. Register" on Justia Law

The United States Court of Appeals for the Eleventh Circuit certified to three questions of law to the Georgia Supreme Court relating to a lawsuit brought in federal district court by Fife Whiteside, the trustee of the bankruptcy estate of Bonnie Winslett. Whiteside sued GEICO to recover the value of Winslett’s failure-to-settle tort claim against GEICO so that the bankruptcy estate could pay creditor Terry Guthrie, who was injured in an accident caused by Winslett. The certified questions certified asked the Supreme Court to analyze how Georgia law applied to an unusual set of circumstances that implicated both Winslett’s duty to give GEICO notice of suit and GEICO’s duty to settle the claim brought against Winslett. The Supreme Court was unable to give unqualified “yes” or “no” answers to two of the certified questions as they were posed; rather, the Court answered the questions only in the context of the circumstances of this particular case. "Winslett remains liable to Guthrie, even if her bankruptcy trustee succeeds on the failure-to-settle claim against GEICO; therefore, if the bankruptcy estate does not recover enough from GEICO to satisfy Guthrie’s judgment, the estate would not be fully compensated for Winslett’s damages, and GEICO would escape responsibility for breaching its settlement duty to Winslett. Such an outcome would deny Winslett the full measure of compensatory damages allowed under Georgia law." View "GEICO Indemnity Co. v. Whiteside" on Justia Law

In this insurance dispute, the Supreme Court affirmed in part and reversed in part the judgment of the court of appeals reversing the district court's determination that the insurance policy at issue covered all of the claimed property damage and that a Miller-Shugart settlement agreement was reasonable and unenforceable against Insurer, holding that the policy did not cover all of the claimed property damage.The court of appeals concluded that the settlement agreement was "unreasonable as a matter of law and unenforceable" against the insurer because the agreement failed to allocate between covered and uncovered claims. The Supreme Court reversed in part, holding (1) the policies in this case covered some, but not all, of the property damage claimed by the insured; and (2) determining the reasonableness of an unallocated Miller-Shugart settlement agreement involves a two-step inquiry set forth in this opinion. View "King's Cove Marina, LLC v. Lambert Commercial Construction LLC" on Justia Law

The Supreme Court reversed in part and affirmed in part the order of the circuit court granting summary judgment in favor of the West Virginia University Board of Governors (WVU BOG) on Plaintiff's claims alleging that the West Virginia University Institute of Technology (WVUIT) breached its agreement to pay him a supplementary salary for serving as director of a research center, holding that summary judgment was improper on Plaintiff's claim brought under the West Virginia Wage Payment Collection Act (WPCA), W. Va. Code 21-5-1 through 18.Plaintiff, a professor at WVUIT, brought this action against WVU BOG, which manages the educational operations of WVUIT, bringing a common law claim for breach of contract, alternative equitable claims of quantum merit and unjust enrichment, and a statutory cause of action under WPCA. WVU BOG, a state agency, moved for summary judgment, invoking the doctrine of sovereign immunity. The circuit court granted summary judgment on all of Plaintiff's claims. The Supreme Court reversed in part, holding (1) sovereign immunity did not bar Plaintiff's claims under the WPCA, and genuine issues of disputed fact existed as to whether WVU BOG violated the WPCA; and (2) summary judgment was properly granted on the remaining claims. View "Davari v. West Virginia University Board of Governors" on Justia Law

The Supreme Court affirmed the order of the circuit court appointing a special commissioner to execute a reformation deed consummating the parties' confidential settlement agreement and mutual release (the agreement) and dismissing the action, holding that the circuit court did not err.In dismissing this action, the circuit court found (1) Defendants' failure timely to release the notice of lis pendens in connection with the action, as required under the agreement, did not constitute a material "first breach" of the agreement; (2) Defendants did not waive their right to enforcement of the agreement's terms; and (3) the agreement and its extensions were neither procedurally nor substantively unconscionable. The Supreme Court affirmed, holding that the circuit court did not err in (1) enforcing the agreement and its extensions by appointing the special commissioner to execute a reformation deed under the agreement's terms; and (2) dismissing the action in its entirety. View "Triple 7 Commodities, Inc. v. High Country Mining, Inc." on Justia Law

The Supreme Court reversed the judgment of the court of appeals with respect to Plaintiff's constitutional claims, holding that a state university's dismissal of a student for poor academic performance does not implicate a liberty or property interest protected by the Texas Constitution's guarantee of due course of law.Plaintiff was dismissed from Texas Southern University's Thurgood Marshall School of Law after one year due to his failure to maintain the required grade point average. Plaintiff brought this suit against the School, alleging breach of contract and deprivation of his property and liberty without due course of law. The trial court granted the School's plea to the jurisdiction invoking sovereign immunity. The court of appeals reversed in part, concluding that Plaintiff's procedural and substantive due course of law claims were viable. The Supreme Court reversed in part and rendered judgment dismissing the case, holding that an academic dismissal from higher education does not implicate a protected liberty interest. View "Texas Southern University v. Villarreal" on Justia Law

The Estate of Frances Elaine Warren entered into a purchase and sale agreement with Tricore Investments, LLC involving real property near Priest Lake in Bonner County, Idaho. Before closing, the Estate sold the property to other buyers: John Stockton and Todd Brinkmeyer. Tricore filed a complaint against the Estate for breach of contract and violation of the Idaho Consumer Protection Act (“ICPA”), among other things, and sought specific performance of the purchase and sale agreement. The complaint also alleged that Stockton and Brinkmeyer tortiously interfered with the purchase and sale agreement and that the Estate, Stockton, and Brinkmeyer (collectively, “Appellants”) engaged in a civil conspiracy. The case proceeded to a bench trial where the district court found: (1) the purchase and sale agreement between the Estate and Tricore constituted a valid and enforceable contract; (2) the Estate breached the contract when it sold the property to Stockton and Brinkmeyer; (3) the Estate’s actions violated the ICPA; (4) Stockton and Brinkmeyer tortiously interfered with the contract; and (5) Appellants engaged in a civil conspiracy. The district court ordered specific performance of the contract but declined to award any additional damages. The Estate and Stockton jointly appealed; Brinkmeyer appealed separately. The Estate argued the purchase and sale agreement was not a valid, enforceable contract because it violated the statute of frauds and there was no meeting of the minds. In the alternative, the Estate argued it did not breach the contract because Tricore repudiated it, and it did not violate the ICPA. Stockton and Brinkmeyer argued they did not tortiously interfere with the purchase and sale agreement. Together, Appellants argued they did not engage in a civil conspiracy. The Idaho Supreme Court affirmed the district court’s grant of summary judgment for Tricore on the Estate’s statute of frauds defense. The Court also affirmed the district court's findings that: (1) the Estate breached the Tricore PSA; (2) the Estate violated the ICPA; and (3) Stockton and Brinkmeyer tortiously interfered with the Tricore PSA. The district court's finding that Appellants engaged in a civil conspiracy was reversed. As a result, the attorney fee award was affirmed only as it applied to the Estate from fees against Stockton and Brinkmeyer. Tricore was not entitled to monetary damages on the tortious interference claim. View "Tricore Investments LLC v. Estate of Warren" on Justia Law

The Supreme Judicial Court vacated the portion of the trial court's judgment denying Plaintiff's claim under Mass. Gen. Laws ch. 93A, 11 and affirmed the remainder of the judgment, holding that the judge erred in instructing the jury under section 11.The attorney defendants in this case misappropriated propriety materials from their employer during their employment and subsequently used those materials to compete with their former employer. A jury found Defendants liable on claims for conversion, conspiracy, and breach of the duty of loyalty. The jury denied relief on the plaintiff employer's claims for unfair or deceptive trade practices, in violation of section 11. The Supreme Judicial Court vacated the judgment in part, holding that Defendants may be liable for unfair or deceptive trade practices, and the judge erred in instructing the jury that Defendants' conduct before leaving their employer was not relevant to Plaintiff's claim under section 11. View "Governo Law Firm LLC v. Bergeron" on Justia Law