Justia Contracts Opinion Summaries

Chance Innis, Cammie Wold, and Roadrunner Hotshot & Services, LLC ("RHS"), appealed a judgment awarding Louis Tornabeni $145,536.53 from Innis, and awarding Tornabeni $477,521.49, jointly and severally, from Wold and RHS. Innis and Wold were brother and sister. Innis operated a sole proprietorship doing business as Roadrunner Hotshot, which initially delivered goods to, and cleaned shacks at, oil rigs in western North Dakota and later began renting equipment to oil companies including Continental Resources. Wold operated Roadrunner Hotshot for Innis until April 11, 2011, when he transferred the business to her and she renamed and reorganized the company as Roadrunner Hotshot & Services, LLC. DTC Consulting employed Tornabeni as a drilling consultant in western North Dakota and assigned him to work on oil rigs operated by Continental Resources as part of his employment with DTC Consulting. Tornabeni and Wold began a romantic relationship in late 2009 or early 2010. According to Tornabeni, he met with Innis, Wold, and Nick Barker at a Williston, North Dakota, restaurant in the spring of 2010. Tornabeni testified he and Innis orally agreed that Tornabeni would provide equipment to Innis, and Innis, through his business, would then rent the equipment to Continental Resources under a Master Service Agreement. According to Tornabeni, the parties agreed he would receive ninety percent of the rental profits, and Innis would receive ten percent of the rental profits. Tornabeni provided equipment to Innis from July 2010 until Innis transferred his business to Wold in April 2011. Tornabeni continued to provide the equipment rented by Continental Resources after Innis transferred his business to Wold. According to Tornabeni, he arranged the equipment rentals to Continental Resources and for the payments by Continental Resources to RHS. Tornabeni's involvement with equipment rentals to Continental Resources ended on January 1, 2013, and his romantic relationship with Wold ended in June 2013. Tornabeni sued Innis, Wold, and RHS, alleging Innis breached their oral contract requiring Innis to pay Tornabeni ninety percent of rental income generated from equipment owned by Tornabeni and rented to Continental Resources from July 2010 through April 11, 2011. Tornabeni also alleged that after Innis transferred his business to Wold, Wold and RHS were unjustly enriched by the rental of equipment to Continental from April 2011 through December 2012. The district court determined that Innis and Tornabeni had an oral contract requiring Innis to pay Tornabeni ninety percent of the rental profit from equipment rentals and that Innis breached the oral contract. Finding no reversible error in the district court's judgment, the North Dakota Supreme Court affirmed judgment against Innis, Wold and RHS. View "Tornabeni v. Wold" on Justia Law

Shannon Bakke appeals a judgment in favor of Magi-Touch Carpet One Floor & Home, Inc. and denial of her motion to amend her complaint. Bakke entered into a contract with Magi-Touch for the installation of floor tiles, a shower base, and related products in a bathroom within Bakke's home. Magi-Touch arranged to have the shower base and tile installed by VA Solutions, LLC, an independent contractor. Bakke contended the shower door was improperly installed; the improper installation resulted in the shower door imploding, and the implosion caused damage to property in and around the shower requiring the bathroom door and trim to be repainted. Bakke argued the district court erred in concluding she could not pursue a claim against Magi-Touch because Magi-Touch was not liable for the acts of its independent contractor. Bakke also asserts the district court erred in denying, as futile, her motion to amend her complaint to assert a contract claim against Magi-Touch. Assuming Bakke properly asserted a claim for breach of the parties' contract, the North Dakota Supreme Court held the delegation of Magi-Touch's obligation to provide labor to VA Solutions did not preclude a cause of action against Magi-Touch for a breach of the contract. Further, the Court held the existence of the independent contractor did not relieve Magi-Touch of its obligation to perform under the terms of its contract with Bakke. In the context of a claim for a breach of the parties' contract, the amendment was not futile and should have been allowed. The Court affirmed as to all other issues, and remanded this case for further proceedings. View "Bakke v. Magi-Touch Carpet One Floor & Home, Inc." on Justia Law

Hurley Oil Properties, Inc. and Bill Seerup appealed a judgment awarding money damages instead of specific performance for Orville Hiepler's breach of contract, the Mineral Deed, conveying real property. Seerup and Hurley argued the mineral deed signed by Hiepler was enforceable and required Hiepler to convey the real property currently held by the revocable trust of which he is a settlor, trustee, and beneficiary. After review, the North Dakota Supreme Court concluded the mineral deed signed by Hiepler, settlor of the revocable trust, required conveyance of the property and accordingly, the district court erred in refusing to grant specific performance. View "Dale Exploration, LLC v. Hiepler" on Justia Law

In a contract dispute between film producer Adam Rosenfelt and the Mississippi Development Authority ("MDA"), Rosenfelt claimed the MDA promised loan guarantees so he could make movies in Mississippi. He made one film, which was not financially successful, and the MDA refused to guarantee the loan for his next project. Rosenfelt claimed the MDA breached a contract with him, personally. The Mississippi Supreme Court concluded Rosenfelt lacked standing to file suit: the actual documents showed any agreement was between the MDA and one or more LLCs, not Rosenfelt personally. Furthermore, the Court determined no error has been shown as to the dismissal of one of those LLCs, Element Studios, LLC, for want of standing. View "Rosenfelt v. Mississippi Development Authority" on Justia Law

In 2014, Vesuvius and ACBL entered into a shipping contract to transport olivine sand from New Orleans to Vesuvius’s Wurtland, Kentucky facility by river barge. The January 2015 shipment arrived at the discharge port on February 20. Vesuvius’s employees inspected the cargo, found it damaged by excess moisture, and notified ACBL. ACBL arranged for a surveyor to perform an inspection that same day. The surveyor found no structural defect in the barge and concluded that the sand was wet when it was loaded. In transit, some of that water evaporated, condensed on the overhead portion of the cargo space, and dripped back onto the sand. The surveyor filed his report with ACBL on February 23. ACBL promptly contacted Vesuvius to disclaim any liability. On February 1, 2017, Vesuvius filed suit. The Seventh Circuit affirmed dismissal of the case. The contract contained a clear limitations provision requiring the parties to bring disputes within four months of an incident. Standing on its own, the limitations provision might be ambiguous, but read in context with the rest of the contract, there is no question that Vesuvius was required to file suit no later than four months after it discovered the damage. View "Vesuvius USA, Corp. v. American Commercial Lines, LLC" on Justia Law

FAMC and UNB entered into a 2005 Correspondent Loan Purchase Agreement: FAMC would purchase mortgage loans from UNB; UNB made representations and warranties, including that there would be no fact or circumstance that would entitle a subsequent purchaser to demand repurchase of a loan. UNB agreed to repurchase any loans if a representation or warranty turned out to be false or if a subsequent buyer required that FAMC repurchase the loan. UNB promised to indemnify FAMC for losses due to any misrepresentation or breach of the Agreement. UNB later agreed to perform underwriting for loans it sold to FAMC. The 2006 “Salvino Loan” and the 2007 “Turner Loan” were underwritten by UNB. FAMC resold both to Wells Fargo. In 2010, Wells Fargo notified FAMC that it had identified defects in the underwriting for both loans and demanded that FAMC repurchase the Salvino Loan and indemnify with respect to the Turner Loan. FAMC paid Wells Fargo $231,225.33. UNB refused to repurchase or indemnify. To cut its losses, FAMC resold the Salvino Loan. In 2013, FAMC sued. The district court granted FAMC summary judgment, awarding $188,858.71 in damages. The Sixth Circuit affirmed. The repurchase and indemnification provisions created independent contractual obligations, so the claims did not accrue until 2010 and 2011, when FAMC incurred its losses; the 2013 complaint was timely. FAMC produced sufficient evidence of breach and causation and its mitigation efforts were reasonable. View "Franklin American Mortgage Co. v. The University National Bank of Lawrence" on Justia Law

Volvo filed suit against defendant for breach of contract after he defaulted on payments under eight separate promissory notes. The Fifth Circuit affirmed the district court's grant of summary judgment for Volvo, holding that Mississippi Code 15-1-23 did not bar Volvo from bringing deficiency claims on Notes 001–004. The court held that the most reasonable interpretation of section 15-1-23, when applied to the facts of this case, was that the sale of all property securing a note must be complete to trigger the statute of limitations. The court also affirmed the district court's denial of defendant's Rule 59(e) motion to alter or amend the judgment, holding that Mississippi Code 75-9-615(d)(1) and (d)(2), section 75-9-616(a) and (c), and section 75-9-617(a) were not determinative in this case. View "Volvo Financial Services v. Williamson" on Justia Law

The Supreme Court affirmed the judgment of the district court determining that the contract between Tim and Kiri Jorgensen and Trademark Woodworks, LLC had been rescinded and awarding the Jorgensens damages and attorney’s fees, holding that the district court did not commit clear error or abuse its discretion.Specifically, the Court held (1) the district court did not commit clear error when it found that the agreement had been rescinded; and (2) the district court did not abuse its discretion by awarding attorney’s fees to the Jorgensens because, as the prevailing party, the Jorgensens were contractually entitled to attorney’s fees. View "Jorgensen v. Trademark Woodworks, LLC" on Justia Law

NewSpin's “SwingSmart” product is a sensor module that attaches to sports equipment and analyzes the user’s swing technique, speed, and angle. Arrow representatives met with NewSpin several times in 2010-2011; NewSpin believed that Arrow knew how SwingSmart would function and understood its specifications. Arrow represented that Arrow had “successfully manufactured and provided substantially similar components for other customers.” NewSpin signed a contract with Arrow in August 2011. Arrow shipped some components to NewSpin in mid-2012. NewSpin alleges that those components were defective and did not conform to specifications. NewSpin used Arrow’s defective components to build 7,500 units; only 3,219 could be shipped to customers and, of those units, 697 were wholly inoperable. NewSpin paid Arrow $598,488 for these defective components and spent $200,000 for customer support efforts, testing, and repair, and that the defective components damaged its brand equity, reputation, and vendor relationships. The district court dismissed NewSpin’s January 2017 complaint as untimely, reasoning the Agreement was predominantly a contract for the sale of goods subject to the UCC’s four-year statute of limitations. The Seventh Circuit affirmed with respect to the contract-based claims and the unjust enrichment and negligent misrepresentation claims, which are duplicative of the contract claims. The court reversed the dismissal of fraud claims, applying Illinois’s five-year limitations period. As to procedural matters, the law of the forum controls over the contract's choice of law provision. View "NewSpin Sports, LLC v. Arrow Electronics, Inc." on Justia Law

This case arose out of a dispute between an employer, MyWebGrocer, and an employee, David Tanzer, regarding the payment of phantom shares MyWebGrocer promised in an agreement between the parties. MyWebGrocer appealed when the trial court granted summary judgment in Tanzer's favor, finding that MyWebGrocer breached this agreement. The employer also appealed the jury verdict finding that the company breached the covenant of good faith and fair dealing, the jury’s damages awards, and a post-verdict order awarding Tanzer attorney’s fees in connection with the litigation between the parties. Tanzer appealed the trial court’s post-verdict decision on attorney’s fees as well, arguing that the court erroneously limited the amount of fees that he could collect. Tanzer also appealed the trial court’s decision on summary judgment that the amount he was due under the phantom share plan did not fall within the definition of wages for purposes of Vermont’s wage statutes. After review, the Vermont Supreme Court reversed the trial court’s decision regarding whether MyWebGrocer breached the parties’ agreement and vacated the jury’s verdict and damages awards in connection with Tanzer’s claim that MyWebGrocer breached the covenant of good faith and fair dealing. The Supreme Court also reversed the trial court’s decision at summary judgment on Tanzer’s statutory claim and concluded the value of the phantom shares fell within the relevant statutory definition of wages. The Court did not need to address the court’s post-verdict decision regarding whether Tanzer could collect attorney’s fees. View "Tanzer v. MyWebGrocer, Inc." on Justia Law