Justia Contracts Opinion Summaries

The case arose from a landlord’s repeated refusal to consent to the proposed assignment of a ground lease for the anchor space in a shopping center. The plaintiffs were the entities that wished to assign the leasehold interest and the entities that agreed to take the assignment; the defendants were the landlord and its parent company. In their original and first amended complaints, plaintiffs alleged the landlord unreasonably withheld consent to the plaintiffs’ lease assignment request. While the litigation was pending, plaintiffs made an amended lease assignment request, which the landlord similarly rejected. In their second amended complaint, plaintiffs asserted the same five causes of action as before, but added allegations about the landlord’s refusal to consent to their amended assignment request. The landlord filed an anti-SLAPP motion to strike the second amended complaint, contending plaintiffs’ amended assignment request and the landlord’s response to that request were settlement communications and statements made in litigation, and therefore constituted protected activity. The trial court denied the motion, finding the landlord’s rejection of the amended assignment request was not a settlement communication or litigation-related conduct, but rather an ordinary business decision. The Court of Appeal agreed and affirmed the order denying the anti-SLAPP motion. View "ValueRock TN Prop. v. PK II Larwin Square" on Justia Law

The Supreme Court affirmed in part and reversed in part the judgment of the court of appeals in this insurance dispute, holding that an insurer's payment of an appraisal award bars an insured's breach of contract claim and bad faith claims but that an insured may proceed on his claim under the Texas Prompt Payment of Claims Act, Tex. Ins. Code chapter 542.Insured sued Insurer for breach of contract, violations of the Prompt Payment Act, and statutory and common law bad faith insurance practices. Insurer filed a motion to compel appraisal, which the trial court granted. Insurer then filed a motion for summary judgment, arguing that its payment of the appraisal award resolved all claims in the lawsuit. The trial court granted the motion. The court of appeals affirmed. The Supreme Court affirmed, holding (1) the payment barred Insured's breach of contract claim premised on failure to pay the amount of the covered loss; (2) the payment barred Insured's bad faith insurance practices claims to the extent the only actual damages sought were lost policy benefits; and (3) in accordance with today's decision in Barbara Technologies Corp. v. State Farm Lloyds, __ S.W.3d __ (Tex. 2019), Insured may proceed on his claim under the Prompt Payment Act. View "Ortiz v. State Farm Lloyds" on Justia Law

In this case arising from an offer to purchase an assignment of a farmout that fell through the Supreme Court affirmed the judgment of the court of appeals concluding that Plaintiff could not prevail on its breach of contract claim or fraud claim as a matter of law, holding that, as a matter of law, both claims failed.The trial court granted judgment in favor of Plaintiff on its claims. The court of appeals reversed, holding (1) Plaintiff's breach of contract claim failed as a matter of law because the contract's consent-to-assignment provision unambiguously gave Defendant an unqualified right to refuse to consent, and (2) Plaintiff's fraud claim failed as a matter of law because Plaintiff could not justifiably rely on an oral promise to do something that was addressed in the written contract. The Supreme Court affirmed, holding (1) Defendant could not have breached the contract as a matter of law because the plain language of the contract unambiguously entitled Defendant to withhold its consent to a proposed assignment; and (2) where the written terms of the contract controlled Plaintiff could not justifiably rely on an oral statement. View "Barrow-Shaver Resources Co. v. Carrizo Oil & Gas, Inc." on Justia Law

The Supreme Court affirmed the decision of the district court denying Northern Natural Gas Company's request for a declaratory judgment upholding its decision to withhold the maximum amount of liquidated damages allowable under its contract with U.S. Pipeline, Inc. for a delay in the completion of a relocation project, holding that Northern manifested a clear intent to waive the contractual liquidated damages provision.The parties in this case entered into a construction contract providing that the relocation project would be substantially completed by a certain date. The project was not substantially completed by that date, and based on the liquidated damages provision in the contract, Northern withheld $351,000 in liquidated damages and refused to pay certain costs requested by U.S. Pipeline related to extra work orders. The district court denied Northern's request for a declaratory judgment upholding its decision to withhold liquidated damages from U.S. Pipeline, holding that Northern waived its rights to these liquidated damages under the contract. The Supreme Court affirmed, holding that the district court's determination that Northern's conduct amounted to a waiver was supported by the evidence and was not clearly wrong. View "United States Pipeline v. Northern Natural Gas Co." on Justia Law

The agreement gave Division the exclusive right to purchase aged and customer-returned merchandise from Finish and provided for an 18-month term “commencing on March 1, 2001” that could be extended by written agreement of the parties “prior to the expiration of the term or any extension thereof.” The agreement was twice amended. Despite the 2008 agreement’s express ending date of December 31, 2013, Finish continued to ship products to Division in 2014. Finish eventually stopped dealing with Division and began dealing with other parties. In 2015, Division wrote to Finish asserting its exclusive right under the agreement to purchase Finish’s surplus products. Finish asserted that the agreement was no longer in effect. The district court dismissed Division’s suit, concluding that the agreement did not provide for perpetual self-renewal and the 2008 Amendment did not provide for an automatic extension. Since the plain language was not ambiguous, the court refused to consider extrinsic evidence of the parties’ intent—the 2014 shipments. The Sixth Circuit affirmed. The agreement is clear and unambiguous, Division’s extrinsic evidence cannot be considered. There was no automatic extension following the 2008 amendment extension; the agreement was no longer in force after December 2013 and Finish did not commit a breach when it began dealing with third parties in 2014. View "Division Six Sports, Inc. v. Finish Line, Inc." on Justia Law

The Supreme Court affirmed in part and vacated in part the superior court's denial of Defendants' motion for a new trial after a jury found in favor of Plaintiff on his complaint alleging conversion and breach of contract, holding that Defendants waived their economic loss doctrine argument and that the trial justice erred in awarding attorneys' fees to Plaintiff.Plaintiffs entered into a lease with Defendants to rent commercial property owned by Defendants. Plaintiff was unable to occupy the commercial premises before the lease period could begin, but Defendants refused to return the security deposit. Plaintiff filed this action, alleging and breach of contract and that the refusal to return the security deposit constituted a conversion of his property. A jury found that Defendants had converted Plaintiff's security deposit to their own use. Judgment entered awarding Plaintiff compensatory damages plus attorneys' fees. Plaintiffs appealed, arguing that the economic loss doctrine barred recovery under the conversion claim and that the trial justice erred in awarding attorneys' fees pursuant to R.I. Gen. Laws 9-1-45. The Supreme Court held (1) Defendants waived the economic loss doctrine argument and may not now revive the argument on appeal; and (2) section 9-1-45 cannot be the basis for an attorneys' fees award in this case. View "Heneault v. Lantini" on Justia Law

The Supreme Court held that International Business Machines, Corp. (IBM) was entitled to post-judgment interest on its $49.5 million damages award as entered by the trial court and affirmed by this Court in IBM I running from the date of the judgment on remand and not from the date of the original judgment in 2012.This case arose out of a contract entered into between the State, acting on behalf of the Family and Social Services Administration, and IBM to improve Indiana's welfare eligibility system. In IBM I, the Supreme Court determined that IBM materially breached the contract and remanded the matter to the trial court to determine damages and offsets. On remand, the trial court determined that damages to the State from the breach totaled $128 million and IBM was entitled to offsets in the amount of $49.5. Thus, IBM was ordered to pay the State $78.2 million, after offsets. On appeal, IBM argued, among other things, that it was entitled to post-judgment interest on the fees upheld by the Court in IBM I. The court of appeals agreed. The Supreme Court held that the post-judgment interest due to IBM ran from the judgment on remand and summarily affirmed the court of appeals on all other issues. View "International Business Machines Corp. v. State ex rel. Indiana Family & Social Services Administration" on Justia Law

JRE filed suit against defendants in an action stemming from a dispute concerning a television production based on the life of the Mexican-American celebrity Jenni Rivera. JRE filed suit against Rivera's former manager, the program's producers, and the program's broadcaster. JRE alleged that the manager breached a nondisclosure agreement by disclosing information to the producers and the broadcaster.The Court of Appeal affirmed the trial court's order denying the producers' special motion to strike under Code of Civil Procedure section 425.16, holding that JRE satisfied its burden to demonstrate a prima facie case, with reasonable inferences from admissible evidence, that the producers had knowledge of the nondisclosure agreement before taking actions substantially certain to induce the manager to breach the agreement. However, the court held that the First Amendment protected the broadcaster's use and broadcast of the information in the series, and the court reversed the trial court's order denying the broadcaster's special motion to strike. In this case, although First Amendment protection for newsgathering or broadcasting does not extend to defendants who commit a crime or an independent tort in gathering the information, it was undisputed that the broadcaster did not know of the nondisclosure agreement at the time it contracted with the producers to broadcast the series, and JRE did not show that the broadcaster engaged in sufficiently wrongful or unlawful conduct after it learned of the nondisclosure agreement to preclude First Amendment protection. View "Jenni Rivera Enterprises, LLC v. Latin World Entertainment Holdings, Inc." on Justia Law

The Supreme Court affirmed the judgment of the district court granting Plaintiff's motion for judgment on the pleadings, holding that the district court did not err in granting Plaintiff's motion for judgment on the pleadings because Defendants breached an agreement between the parties.Plaintiff sued Defendants for breaching an agreement between the parties to purchase a 2974 pressurized Cessna Skymaster 337 from Plaintiff for $90,000. When Defendants informed Plaintiff they would not be making the purchase due to their inability to obtain insurance, Plaintiff brought this action. The district court found Defendants liable for breaching the agreement and granted Plaintiff's motion for judgment on the pleadings. The Supreme Court affirmed, holding that the district court did not err in granting Plaintiff's motion for judgment on the pleadings, denying Plaintiff's motion in limine, sanctioning Plaintiff, and denying Plaintiff's motion for pre-judgment interest. View "Kalispell Aircraft Co. v. Patterson" on Justia Law

The Supreme Court affirmed the judgment of the circuit court overruling Seneca Specialty Insurance Company's motions to intervene and to set aside judgment in a lawsuit filed by Dr. Neil Desai and Heta Desai against Garcia Empire, LLC after the Desais and Garcia Empire entered into a contract pursuant to Mo. Rev. Stat. 537.065, holding that the requirements of the amended statute did not apply to the contract entered into by the Desais and Garcia Empire.In 2017, the legislature repealed the statute and enacted an amended section 537.065, which continued to permit the same contracts as provided in the 2016 statute but included additional requirements that an insurer be provided written notice and the opportunity to intervene. The amendment became effective after the case was tried but prior to the circuit court's entry of judgment. Seneca argued that it was denied additional rights provided for in the amendment and, as a result, the circuit court erred in entering judgment. The Supreme Court affirmed, holding that because the Desais and Garcia Empire entered into the contract prior to the effective date of the amended statute, the circuit court did not err in overruling Seneca's motions to intervene and to set aside judgment. View "Desai v. Seneca Specialty Insurance Co." on Justia Law