Justia Contracts Opinion Summaries

At issue was a real estate contract containing a “first right of refusal” applicable to a separate land tract.Appellant sought specific performance and title to a smaller parcel that was sold after he failed to respond to an earlier offer to sell the entire tract subject to the real estate contract. The district court granted summary judgment for Defendants. A Court of Appeals panel reversed. Defendants petitioned for review solely on the panel’s contractual compliance analysis. The Supreme Court affirmed, holding (1) the panel both misread the contract and improperly inserted terms inconsistent with the plain language under consideration; but (2) the first right of refusal was fulfilled after Appellant failed to respond to the offer to sell him the full tract subject to the contract. The Court remanded the case for further proceedings where there remained an unresolved claim as to whether the parties discharged their implied duty of good faith and fair dealing when the offer was presented, and the answer to this question will determine whether the first right of refusal provision lapsed when Appellant failed to respond. View "Trear v. Chamberlain" on Justia Law

Plaintiff Alfredo Fuentes entered into a written agreement with defendant TMCSF, Inc., doing business as Riverside Harley-Davidson (Riverside), to buy a motorcycle. At the same time, he entered into a written agreement with Eaglemark Savings Bank (Eaglemark) to finance the purchase. The loan agreement included an arbitration clause; the purchase agreement did not. Fuentes then filed suit against Riverside, alleging that Riverside made various misrepresentations and violated various statutes in connection with the sale of the motorcycle. Riverside petitioned to compel arbitration. The trial court denied the petition. The Court of Appeal held Riverside was not entitled to compel arbitration because it was not a party to the arbitration clause, it was not acting in the capacity of an agent of a party to the arbitration clause, and it was not a third party beneficiary of the arbitration clause. Moreover, Fuentes was not equitably estopped to deny Riverside’s claimed right to compel arbitration. View "Fuentes v. TMCSF, Inc." on Justia Law

The chancery court examined the principles underlying quantum meruit and found that Vincent Castigliola and David Kiyhet, attorneys for the estate of Dane Eubanks, should have been awarded attorneys’ fees from two minors out of a settlement they, and only they, obtained. After remand from the Mississippi Supreme Court, the chancery court again heard arguments as to whether Castigliola and Kiyhet should be awarded attorneys’ fees from the two minors based on quantum meruit out of the settlement they obtained. The remand required that the chancery court make specific findings of fact. This time, without making any findings of fact and without any contradictory evidence being introduced, the chancery court reversed course and found that the factors for quantum meruit were not met. Because the chancery court failed to follow remand instructions by failing to make findings of fact, and, because no contradictory evidence was adduced suggesting the factors for quantum meruit were suddenly not met, the Supreme Court reversed and remanded the case for a further determination of attorneys’ fees. View "In the Matter of the Estate of Dane Richard Eubanks, Deceased" on Justia Law

At issue was whether the circuit court abused its discretion when it dismissed a complaint with prejudice upon sustaining a plea in bar for failure to comply with a contractual condition precedent before filing suit.Plaintiff filed a complaint against Defendant alleging breach of contract. Plaintiff had filed a similar breach of contract action against Defendant, which he nonsuited. In the current action, Plaintiff alleged that he entered into an employment agreement with Defendant that Defendant later breached. Defendant filed a plea in bar to the complaint alleging that a written request to mediate was a condition precedent to initiating legal action. The circuit court found that the mediation provision was a condition precedent to filing suit, that Plaintiff did not satisfy this condition, and that the appropriate remedy was dismissal of the complaint with prejudice. The Supreme Court affirmed, holding that, under the circumstances of this case, the circuit court did not abuse its discretion in dismissing the complaint due to Plaintiff’s failure to comply with a mandatory condition precedent to filing suit. View "Primov v. Serco, Inc." on Justia Law

In this case asserting breach of contract and fraud, the Supreme Court reversed the order of the circuit court granting the motion filed by Portable Lift Equipment Inc. (PLE) for a new trial on the issue of damages, holding that the circuit court erred in concluding that there was insufficient evidence to support the compensatory awards.International Services Group Corp. (ISG) contracted with PLE to build two observation platforms for use by law enforcement at a festival held in Puerto Rico. PLE failed to deliver the agreed-upon platforms and instead delivered a contractually noncompliant platform. ISG sued PLE and its president. The jury found in favor of ISG and awarded both compensatory and punitive damages. PLE later filed a motion for a new trial. The circuit court granted a new trial on the issue of damages, expressing concern that it could not replicate the jury’s calculations, and denied the motion on the issue of liability. The Supreme Court reversed, holding that the compensatory damages awards provided by the jury could be explained by the evidence, and the compensatory damages did not impermissibly taint the punitive-damages awards. View "ISG, Corp. v. PLE, Inc." on Justia Law

The Ninth Circuit affirmed the district court's dismissal of plaintiff's action based on a forum-selection clause in share purchase agreements that required disputes related to the parties' agreement be adjudicated in California state court, rather than Washington state court. The panel held that plaintiffs failed to carry their heavy burden of showing the sort of exceptional circumstances that would justify disregarding a forum-selection clause. Applying federal contract law to interpret the scope of the forum-selection clause, the panel held that the forum-selection clause here applied to any disputes arising out of or related to the Share Purchase Agreements and plaintiffs' claims that defendant violated the Washington State Securities Act constituted such a dispute. The panel rejected plaintiffs' claims to the contrary and held that the district court did not abuse its discretion in dismissing the complaint. View "Sun v. Advanced China Healthcare, Inc." on Justia Law

The Supreme Court affirmed the district court’s order granting summary judgment in favor of Taco John’s International, Inc. (TJI), concluding that TJI properly terminated Plaintiffs, two corporate executives, for violating their employment agreements.Plaintiffs brought this action asserting breach of the employment agreements and seeking damages in excess of $1 million each. The district court granted summary judgment for TJI. The Supreme Court affirmed, holding (1) the undisputed facts showed that Plaintiffs breached the employment agreements by forming a new company while still employed as senior executives at TJI and pursuing a franchise opportunity unrelated to TJI; (2) the employment agreements unambiguously prohibited Plaintiffs from forming a new company and seeking other franchise opportunities while employed by TJI, and therefore, TJI properly terminated Plaintiffs’ employment for cause; and (3) TJI’s president and chief executive officer did not have apparent authority to allow Plaintiffs’ participation in a business venture unrelated to TJI and contrary to the terms of their employment agreements. View "Eby v. Taco John's International, Inc." on Justia Law

In this consolidated action, the Supreme Court held that the trial court did not abuse its discretion in ordering class certification.Plaintiffs, service station operators and franchised dealers for gasoline products supplied by Defendant, a wholesale supplier, commenced this putative class action alleging that the proposed class members had been overcharged. Defendant then commenced a separate action against one of the plaintiffs. In response, that plaintiff filed a counterclaim styled as a proposed class action that mirrored Plaintiffs’ complaint in the earlier action. The trial court solicited the two actions and then allowed the action to proceed as a class action. Defendant appealed from the orders certifying the class. The Supreme Court affirmed, holding that the trial court did not abuse its discretion in ordering class certification. View "Standard Petroleum Co. v. Faugno Acquisition, LLC" on Justia Law

Sabafon, a telephone company based wanted cards to provide prepaid minutes of phone use plus a game of chance. Both the number for phone time and the symbols representing prizes were to be covered by a scratch-off coating. Emirat promised to supply Sabafon with 25 million high-security scratch-off cards. Emirat contracted with High Point Printing, which, in turn, engaged WS to do the work. Emirat paid High Point about $700,000. Three batches of the cards tested as adequately secure, but the testing company indicated that, under some circumstances, the digits and game symbols could be seen on some cards in a fourth batch. Emirat rejected the whole print run. High Point was out of business. Emirat sued WS, arguing that its settlement agreement with WS, after an initial run of cards was not correctly shipped, subjects WS to Emirat's contract with High Point. The Seventh Circuit affirmed summary judgment for WS, noting that with a sufficiently high-tech approach, any security can be compromised, but no one will spend $1,000 to break the security of a card promising $50 worth of phone time. The contract is silent and does not promise any level of security, except through the possibility that usages of trade are read into every contract for scratch-off cards. Even if WS assumed High Point’s promises, neither promised any higher level of security than was provided. WS’s cards passed normal security tests repeatedly. View "Emirat AG v. WS Packaging Group, Inc." on Justia Law

The Supreme Court reversed the circuit court’s judgment dismissing the the claims filed by the Board of Trustees of the Missouri Petroleum Storage Tank insurance Fund, by and through the Missouri attorney general (collectively, the State), against Pilot Travel Centers, LLC, holding that the appeal was timely and that the attorney general had authority to file this action on behalf of the Board.The State brought this action claiming breach of contract and, in the alternative, unjust enrichment. The circuit court sustained Pilot’s motion to dismiss for lack of standing, concluding that neither the Board nor the attorney general had authority to bring this lawsuit. The State appealed. The Supreme Court reversed, holding (1) under the procedural posture of this case, the State’s appeal was timely; and (2) the attorney general is authorized to sue Pilot on behalf of the Board under Mo. Rev. Stat. 27.060, and the Board had standing to sue Pilot for breach of contract. View "State ex rel. Attorney General v. Pilot Travel Centers, LLC" on Justia Law