Justia Contracts Opinion Summaries

The Supreme Judicial Court affirmed the decision of the superior court allowing Insurer's motion for summary judgment and dismissing Plaintiffs' action claiming that Insurer failed to effectuate a prompt, fair, and equitable settlement, holding that consent-to-settle clauses in professional liability policies do not violate Mass. Gen. Laws ch. 176D, 3(9)(f).Insurer issued a professional liability policy to Insured that contained a consent-to-settle clause. Plaintiffs sued Insured for engineering design errors in their house, and Insured refused to consent to settle. Plaintiffs then brought this action under Mass. Gen. Laws ch. 93A. The motion judge granted summary judgment in favor of Insured, concluding that the consent-to-settle clause in this case limited Insurer's ability to engage in further settlement practices with Plaintiffs once Insured refused to give Insurer consent to settle Plaintiffs' claims. The Supreme Judicial Court affirmed, holding that where Insurer made good faith efforts to investigate the claim and encourage Insured to settle and where Insurer's shortcomings did not proximately cause harm to Plaintiffs the superior court did not err in allowing Insurer's motion for summary judgment. View "Rawan v. Continental Casualty Co." on Justia Law

In this breach of contract action, the Supreme Court reversed in part the trial court's judgment rendered in favor of Plaintiff as to his derivative claims, holding that Plaintiff lacked standing to bring them under the common law or the Connecticut Limited Liability Company Act, Conn. Gen. Stat. 34-100 et seq., but affirmed the judgment for Plaintiff as to his direct claims.This case arose from the deterioration of a business relationship between three individuals. Plaintiff sought damages for, inter alia, breach of contract. Defendants filed a counterclaim. The trial court awarded judgment in part for Plaintiff on the complaint and on the counterclaim. The Supreme Court reversed in part and vacated the court's award of attorney fees under the Connecticut Unfair Trade Practices Act, Conn. Gen. Stat. 42-110a et seq., holding (1) Plaintiff lacked standing to bring his derivative claims; and (2) the trial court properly entered judgment for Plaintiff on his direct counts and did not abuse its discretion in refusing to order Defendants to reimburse Plaintiff for the fees incurred by a joint, court-appointed fiduciary hired to wind up the companies at issue. View "Saunders v. Briner" on Justia Law

In September 2018, Western State Bank sued Swanson and James Lund to enforce commercial guaranties executed by Leland Swanson and Lund. Swanson and Lund consented to entry of judgment, and a $1,334,374.25 judgment was entered against Swanson and Lund. The judgment stated Swanson and Lund were jointly and severally liable. Swanson paid the judgment in full, and contemporaneously, Western State Bank assigned the judgment to Swanson. The next day, Swanson assigned his interest in the judgment to Open Road Trucking. The assignment from Swanson stated it assigned his contribution interest against Lund for $670,952.24, one-half of the judgment amount. Open Road Trucking, LLC, appealed district court orders: (1) denying Open Road’s application for a charging order lien against Lund; and (2) directing satisfaction of a judgment against Lund and Swanson. After review, the North Dakota Supreme Court concluded Open Road was entitled to take an assignment of the judgment for the purpose of enforcing contribution against Lund. The Court reversed the district court’s order denying Open Road’s application for a charging order, and remanded for entry of a charging order against Lund’s transferrable interests in the limited liability companies. The Court reversed a part of the court’s February 2019 order directing entry of satisfaction of the judgment. The Court affirmed that part of the order cancelling any execution of judgment for the full amount of the judgment. View "Open Road Trucking v. Swanson, et al." on Justia Law

Oil Capital Ready Mix, LLC; Agape Holdings, LLP; Scott Dyk; and Samuel Dyk (collectively “Dyk”) appealed a judgment awarding Skaw ND Precast LLC (“Skaw”) $69,295 in damages for conversion of its property. In March 2013, Skaw entered into a five-year agreement with Tioga Ready Mix (“Tioga”), a company which produced ready-mix concrete product, to rent a two-acre parcel of land to conduct its business. The base rent for the site was $700 per month, subject to reductions if Skaw purchased designated quantities of ready-mix product from Tioga. The agreement provided it would remain in effect until December 31, 2018, and it did not allow either party to unilaterally cancel the agreement. In spring 2015, Skaw learned that Tioga had arranged to sell Tioga’s assets at a public auction, including the two-acre parcel of property where Skaw conducted its business. Skaw’s owners attended the auction sale in May 2015. The auction service notified all attendees that Skaw’s assets on the premises were not part of the sale, that there was a lease in place between Skaw and Tioga, and that the lease went with the land. Dyk was the successful bidder at the auction and entered into a commercial purchase agreement with the sellers which did not include Skaw’s product inventory or equipment and stated the sale was subject to “rights of tenants,” but did not list Skaw as a tenant. Once Dyk got its ready-mix plant running, Skaw began purchasing concrete ready-mix product from Dyk for its business. When presented with the contract between Skaw and Tioga, Dyk renegotiated the terms; Dyk and Skaw agreed to increase monthly rental payments to $750 per month. During a scheduled shut down of both companies' operations, Dyk built an earthen berm around Skaw’s equipment which prevented Skaw from accessing it. Dyk also transported Skaw’s concrete pad and blocked inventory off of Skaw’s two acres to an area adjacent to Dyk’s offices. Other Skaw assets were transported to undisclosed locations. When Skaw discovered the berm, Dyk informed Skaw that Skaw abandoned their temporary rental agreement in December 2015 and that law enforcement would be notified if there were “any attempts to breach the peace or trespass” on the property. Skaw replied that the 2013 lease was still valid and had not been abandoned, and that Skaw planned to return to the property and continue operations. Dyk argued on appeal of the conversion damages award that the district court erred in ruling the 2013 agreement between Skaw and Tioga was a lease rather than a license. Because the North Dakota Supreme Court concluded the district court’s findings of fact were not clearly erroneous, it affirmed the judgment. View "Skaw ND Precast, LLC v. Oil Capital Ready Mix, LLC, et al." on Justia Law

Hong, the president of ENA, sought to open a restaurant with a license to serve beer and wine in a building owned by 524 Union, which had housed restaurants for many years. After leasing the premises, ENA was unable to open because the San Francisco Planning Department determined that an existing conditional use authorization for the property was no longer effective and a new one could not be granted. ENA sued the lessors, claiming false representations and failure to disclose material facts regarding the problems with the conditional use authorization. A jury awarded ENA compensatory and punitive damages. The court of appeal held that the jury’s verdict on liability, including liability for punitive damages, is supported by substantial evidence. Hong’s testimony was substantial evidence supporting the jury’s verdict. Additional support was provided by evidence of email correspondence around the time Hong entered the lease. The trial court employed an improper procedural mechanism in reducing the amount of the punitive damages award but the jury award was unsupported and Hong effectively stipulated to the reduced amount. View "ENA North Beach, Inc. v. 524 Union Street" on Justia Law

In this appeal from the reinstatement of Plaintiff's bench-trial judgment that the Supreme Court had earlier set aside the Supreme Court reversed the judgment of the circuit court ruling that Defendant's right to a jury trial had been obviated by new legislation, holding that Defendant was entitled to a jury trial.Plaintiff asserted his right to a jury trial, but because there was a jury trial waiver clause in the loan agreement that was the subject of the litigation the circuit court struck Plaintiff's jury trial demand. The court proceeded to enter judgment against Plaintiff after a bench trial. On appeal, the Supreme Court held that "pre-dispute contractual jury waivers are unenforceable under the Arkansas Constitution" and reversed and remanded the case for a jury trial. Instead, the circuit court applied Act 13 of 2018, which the General Assembly passed after the mandate issued, and ruled that Plaintiff was not entitled to a jury trial on his claims. The Supreme Court reversed, holding that the circuit court erred in ruling that Act 13 applied in this case. View "Tilley v. Malvern National Bank" on Justia Law

The issue this case presented for the Idaho Supreme Court's review concerned an unjust enrichment claim brought by Kenworth, a commercial truck dealer, against Skinner Trucking, one of its customers. Kenworth claimed Skinner was unjustly enriched when Kenworth paid past due lease payments and the residual balance owed on Skinner’s lease with GE Transportation Finance. The district court entered judgment for Skinner on the grounds that, as to the residual value of the trucks, Kenworth had not conferred a benefit on Skinner, and that as to both the residual value of the trucks and the past due lease payments, Kenworth was an “officious intermeddler” because it had voluntarily paid GE without request by Skinner and without a valid reason. In a subsequent order, the district court denied Skinner’s request for attorney fees under Idaho Code sections 12-120(3) and 12-121. Kenworth appealed the district court’s judgment; Skinner appealed the district court’s order regarding costs and fees. The Supreme Court concluded after review: (1) the "officious intermeddler" rule was not an affirmative defense; the district court did not err in concluding Kenworth was an officious intermeddler; and (3) the district court did not err in determining that Skinner was not entitled to attorney fees under the circumstances. View "Kenworth Sales v. Skinner Trucking" on Justia Law

The Court of Appeal affirmed the trial court's dismissal of the school district's cross-complaint under the anti-SLAPP statute. In the underlying action, Margaret Williams and her LLC filed suit against the school district, alleging that her termination was retaliatory. Williams also alleged that the school district unlawfully caused her arsenic poisoning.The court explained that, if the court were to enforce the school district's request, the indemnity provision would require Williams LLC to fund the school district's defense against the very litigation the LLC and Williams brought against the school district. Therefore, the school district's cross-complaint arose from that litigation or the LLC's refusal to sabotage it -- each of which was protected by the anti-SLAPP statute. Furthermore, the school district sought to require the LLC not only to fund the school district's defense, but also to reimburse the school district for any award secured by Williams or the LLC. The court explained that such a bar to meaningful recovery embodied a high degree of substantive unconscionability, sufficient -- when combined with the procedural unconscionability shown through Williams LLC's unrebutted evidence of adhesion, oppression, and surprise -- to establish that the indemnity provision was unconscionable. The court limited the provision to avoid an unconscionable result, and held that the school district failed to show error in the dismissal of the breach of contract and declaratory relief claims, as well as the dismissal of the school district's other cross-claims. View "Long Beach Unified School District v. Margaret Williams, LLC" on Justia Law

Defendant Adam Provost appealed a civil division determination that plaintiff Burlington School District could disclose, in response to a newspaper’s public records request, an unredacted copy of a Resignation Agreement reached by the District and Provost concerning his employment with the District. Provost argued the civil division: (1) lacked subject matter jurisdiction to consider the District’s request for declaratory relief regarding a matter within the exclusive purview of the Public Records Act (PRA); and (2) erred by granting the District’s request for declaratory relief based on its conclusion that Provost had waived any objection to release of the agreement, even assuming it had jurisdiction to consider the request. The Vermont Supreme Court determined the District and Provost entered into a contract acknowledging the obligation of the District, as a public entity subject to the PRA, to release the Resignation Agreement "under the provisions of applicable law." The District and Provost had reached a legal stalemate over whether release of an unredacted copy of the Agreement would violate not only the PRA, but also their Agreement, which would expose the District to a breach-of-contract claim. Under these circumstances, it was entirely appropriate for the superior court to exercise its general jurisdiction to adjudicate the District’s request for declaratory relief. Therefore, the Supreme Court affirmed the district court's judgment. View "Burlington School District v. Provost" on Justia Law

The Supreme Court affirmed the judgment of the district court denying GFTLenexa, LLC relief in an action based on contractual relationships but brought as an inverse condemnation proceeding, holding that there was no error in the reasoning or conclusions of the district court.GFTLenexa, LLC alleged in this action that a condemnation through an eminent domain action resulted in GFTLenexa's intangible property rights being damaged. The action was predicated on its reduced rental income because of an action that it lost to its sublessee involving the condemnation. The district court denied summary judgment to GFTLenexa. The Supreme Court affirmed, holding the proper venue for GFTLenexa to assert its rights was in the eminent domain proceeding, even if it could not have successfully asserted them there because it surrendered its rights through its contractual obligations. View "GFTLenexa, LLC v. City of Lenexa" on Justia Law