Justia Contracts Opinion Summaries

In this case examining whether the former version of the Texas Citizens Participation Act (TCPA) applies to certain counterclaims alleged in a dispute over an oil and gas lease the Supreme Court affirmed in part and reversed in part the judgment of the court of appeals dismissing all the counterclaims in this case, holding that the court of appeals properly dismissed one counterclaim but erred in dismissing the remaining counterclaims.At issue was whether each counterclaim was "based on, relates to, or is in response to" the "exercise of the right of free speech" or the "exercise of the right to petition," as defined by the governing statutory text. See Tex. Civ. Prac. & Rem. Code 27.003(a). The Supreme Court held (1) certain communications to third parties about an oil and gas lease allegedly involving the exercise of free speech, on which some of the counterclaims were based, were not covered by the TCPA because they did not relate to a matter of public concern under the TCPA, and therefore, the court of appeals erred in dismissing these counterclaims; and (2) the court of appeals correctly disposed of the "right to petition" counterclaim. View "Creative Oil & Gas, LLC v. Lona Hills Ranch, LLC" on Justia Law

The Supreme Court affirmed the trial court's judgment in this action by an employer against several of its former employees and their new employer for alleged violations of the former employees' noncompetition and non-solicitation agreements, holding that the liquidated damages provisions in the employees' contracts were unenforceable and that there remained an issue of material fact precluding summary judgment as to the employer's tortious interference claims.The employer in this case brought claims against its former employees, including tortious interference with a contractual relationship and breach of contract claims. The trial court (1) granted summary judgment for the former employees on the issue of liquidated damages, finding that the liquidated damages provisions in the employees' contracts were unenforceable as a matter of law; and (2) found that there were issues of material fact regarding precluding summary judgment on the breach of contract claim. The Supreme Court affirmed, holding (1) the liquidated damages provisions were unenforceable penalties; and (2) an issue of material fact remained as to the employer's tortious interference with a contractual relationship claim. View "American Consulting, Inc. v. Hannum Wagle & Cline Engineering, Inc." on Justia Law

The Supreme Court reversed the judgment of the district court denying PointCentral, LLC's motion to dismiss third-party claims of Big Sky Vacation Rentals, Inc. (BSVR) pursuant to Mont. R. Civ. P. 12(b), holding that the district court erred in concluding that the PointCentral/BSVR arbitration agreement was invalid or otherwise unenforceable due to lack of mutuality or equitable unconscionability.BSVR and PointCentral entered into an agreement that included a broadly-worded arbitration agreement. After BSVR was sued for contract and tort claims BSVR asserted third-party claims against PointCentral for contribution and indemnification. Based on the arbitration agreement, PointCentral filed a motion for dismissal of BSVR's third-party claims. The district court denied the motion, concluding that the agreement lacked mutual consideration and was thus unenforceable as a matter of generally applicable contract law. The Supreme Court reversed, holding that the district court erred in failing to dismiss BSVR's third-party claims because the arbitration was not unenforceable due to lack of mutuality or equitable unconscionability and did not contravene the letter or underlying purpose or policy of Mont. Code Ann. 27-1-703(4)-(5). View "Big Sky Vacation Rentals, Inc. v. PointCentral, LLC" on Justia Law

In this contract dispute, the Supreme Court affirmed the judgment of the district court awarding Flathead Management Partners (FMP) $191,876 in expectancy damages, holding that the district court did not err when it denied Gary Jystad's motion for judgment on the pleadings and when it concluded that the contract at issue was enforceable.After a fire destroyed Jystad's home he entered into a contract with FMP to restore the property and to oversee the reconstruction of the main residence. After the parties worked together for a few months, Jystad informed FMP that the contract was void because it did not contain the statutorily required disclosures for a general contractor constructing a new residence. FMP filed this action claiming expectancy damages for the full contract price. The district court granted judgment for FMP, holding that FMP was not a general contractor and that the contract was not for the construction of a new residence. The Supreme Court affirmed, holding (1) the district court did not err when it determined that the contract was not for the construction of a new residence and that FMP was not a general contractor; and (2) the court did not abuse its discretion in the award of damages. View "Flathead Management Partners, LLC v. Jystad" on Justia Law

The Supreme Court dismissed as moot this petition addressing whether a law firm that deposited funds from a client into its trust account was a "transferee" under the Uniform Fraudulent Transfer Act (UFTA), Utah Code 25-6-1 to -14, holding that Petitioners had no remedy under the UFTA because they were no longer creditors.The district court granted partial summary judgment for Respondents, the law firm and a lawyer, concluding that they were immune from liability on the fraudulent transfer claims because they were not transferees under the UFTA. While the case was pending before the court of appeals, Petitioners allowed the judgment that formed the basis of their fraudulent-transfer claim to expire. The court of appeals affirmed the district court's grant of summary judgment. On appeal, Respondents argued that even if Petitioners were to prevail on the transferee issue, it would not affect their rights because the fraudulent transfer claims became moot when the judgment expired. The Supreme Court agreed and vacated the court of appeals' decision, holding that the case became moot before the court of appeals' opinion issued. View "Timothy v. Pia, Anderson, Dorius, Reynard & Moss, LLC" on Justia Law

In December 1995, Brian Trumble entered into a Career Agent’s Contract (“Agent Contract”) with Farm Bureau Mutual Insurance Company of Idaho. Under the Agent Contract, Trumble was an independent contractor who procured insurance from interested buyers on Farm Bureau’s behalf. The Agent Contract included a non-competition clause. This case was about whether Trumble could collect service bonus commissions that were credited to him during his career, but which became forfeitable after his termination if he competed with Farm Bureau within one year of the termination. In addition, this case is about Farm Bureau’s counterclaims against the agent, alleging the agent misappropriated trade secrets and intentionally interfered with Farm Bureau’s prospective economic advantage after his termination. The district court held that Trumble forfeited his commissions by competing with Farm Bureau in violation of the one-year non-competition requirement. And the district court held that the agent was blameless for his actions after termination and dismissed Farm Bureau’s counterclaims. After review, the Idaho Supreme Court agreed, affirming the district court’s judgment dismissing the agent’s claims and the insurance company's counterclaims. View "Trumble v. Farm Bureau" on Justia Law

The Supreme Court affirmed the judgments of the superior court granting summary judgment in favor of Plaintiff, Midland Funding, LLC, in these consolidated credit card debt collection appeals, holding that Defendant failed to set forth facts that established a genuine issue of material fact as to whether the credit card accounts were in fact her accounts.The complaints in this case sought to recover the unpaid balance due on two credit card accounts. The district court granted summary judgment for Plaintiff in both cases. On appeal, Defendant argued that there existed an issue of fact as to the ownership of the accounts. The Supreme Court affirmed, holding that the evidence was insufficient to give rise to a genuine issue of material fact. View "Midland Funding LLC v. Raposo" on Justia Law

Geico Marine filed suit seeking a declaration that a navigational limit in the policy with defendant that required the vessel to be north of Cape Hatteras, North Carolina, during hurricane season barred coverage. The district court ruled against Geico Marine and declared that the policy covered the loss.The Eleventh Circuit reversed and remanded, holding that the navigational limit barred coverage. In this case, the policy was not ambiguous about whether it contained a navigational limit when the loss occurred, and the plain language of the policy contained a navigational limit. Because the navigational limit was dispositive where the vessel suffered damage while outside the covered navigational area, the court need not address the breach of a duty of uberrimae fidei. View "Geico Marine Insurance Co. v. Shackleford" on Justia Law

In 1997, Suffolk Construction Company entered into a contract with the University of Connecticut (“UConn”) for the construction of several buildings on UConn’s campus. UConn secured insurance policies from Reliance Insurance Company for the Project, naming Suffolk (and other contractors) as an insured. Suffolk completed the work in January 2001. The Reliance insurance policy was extended until January 2004. However, in late 2001, however, Reliance went into liquidation. In 2013 and 2014, UConn complained of defects in the construction that resulted in damage to its buildings. UConn initiated legal proceedings against Suffolk and other contractors. In 2016, Suffolk submitted a proof of claim to the Insurance Commissioner of Pennsylvania, as the statutory liquidator of Reliance. At issue before the Pennsylvania Supreme Court in this case involved the Pennsylvania Commonwealth Court's interpretation of certain contract language using Connecticut law. The Commonwealth Court found that the language of the contract was clear and unambiguous, thus precluding consideration of extrinsic evidence of the parties’ intent. The Supreme Court determined, however, a Settlement Agreement between the parties could have been construed as nothing more than a mutual general release between UConn and Suffolk: "The ambiguity stems not from Suffolk’s 'subjective perception' of the terms of the Settlement Agreement, but from the terms of the agreement itself, as the language releasing claims for 'insurance coverage' and 'indemnification' does not have a single, clear meaning." As such, the Commonwealth Court erred by failing to consider extrinsic evidence, outside of the terms of the Settlement Agreement, to discern the parties’ intent. The Supreme Court therefore vacated the Commonwealth Court decision and remanded for further proceedings. View "Suffolk Constr. v. Reliance Ins." on Justia Law

Plaintiffs Steve and Pamela Zannini, appealed a superior court order granting summary judgment to defendant Phenix Mutual Fire Insurance Company, on plaintiffs’ breach of contract and declaratory judgment claims. In March 2016, the plaintiffs’ Ashland, New Hampshire residence sustained “significant flooding” as the result of burst pipes. The house was insured by defendant, and plaintiffs filed a claim for water damage. Defendant sent an adjuster to investigate, who instructed plaintiffs to remove the floor of the house so that he could investigate the area underneath. After they did so, the house began to collapse, and plaintiffs repaired its framing to prevent it from collapsing completely. As a result of removing the floor, plaintiffs “suffered a complete loss [of the house] and direct physical loss of [their] personal property and use of the [house] for a substantial amount of time.” On May 3, 2016, defendant sent the plaintiffs a letter denying coverage of the damage caused by the collapse. Plaintiffs argued on appeal to the New Hampshire Supreme Court that: (1) a provision in the insurance policy at issue requiring that suits be brought within one year of the date of loss was unenforceable because it violated public policy; and (2) genuine issues of material fact existed as to whether defendant’s communications tolled the one-year period, and defendant was estopped from asserting or waived it as a defense. The Supreme Court affirmed, finding the one-year limitation period did not violate the public policy underlying statutes of limitations. Further, the communications between the parties did not create issues of material fact as to whether the one- year period was tolled or whether the defendant waived or was otherwise estopped from asserting the provision as a defense. View "Zannini v. Phenix Mutual Fire Insurance Company" on Justia Law