Justia Contracts Opinion Summaries

In this construction dispute, Plaintiff was not entitled to relief on its breach of contract claim or under a quantum meruit theory.Plaintiff and Defendant entered into a subcontract agreement that outlined services that Plaintiff was to perform as a subcontractor for the construction of the Bridge Street Bridge. Plaintiff later sued Defendant for breach of contract and quantum meruit in the alternative, asserting that the parties had entered into a separate agreement before the subcontract agreement and that, under that alleged agreement, Defendant was obligated to pay for additional work performed. The circuit court granted Defendant’s motion for judgment for the pleadings, concluding that the subcontract agreement was a complete integration of the dealings between the parties. The court of appeals determined that it was unclear whether the subcontract agreement was a full integration or a partial integration. Thus, the court declared that whether any additional work Plaintiff allegedly performed was covered by the subcontract agreement was an issue of fact for the jury. The Supreme Court reversed, holding (1) by its own terms, the subcontract agreement was a full integration of the parties’ contract for Plaintiff’s subcontracting work on the bridge; and (2) Plaintiff was not entitled to relief under a quantum meruit theory. View "Vanhook Enterprises, Inc. v. Kay & Kay Contracting, LLC" on Justia Law

In this construction dispute, Plaintiff was not entitled to relief on its breach of contract claim or under a quantum meruit theory.Plaintiff and Defendant entered into a subcontract agreement that outlined services that Plaintiff was to perform as a subcontractor for the construction of the Bridge Street Bridge. Plaintiff later sued Defendant for breach of contract and quantum meruit in the alternative, asserting that the parties had entered into a separate agreement before the subcontract agreement and that, under that alleged agreement, Defendant was obligated to pay for additional work performed. The circuit court granted Defendant’s motion for judgment for the pleadings, concluding that the subcontract agreement was a complete integration of the dealings between the parties. The court of appeals determined that it was unclear whether the subcontract agreement was a full integration or a partial integration. Thus, the court declared that whether any additional work Plaintiff allegedly performed was covered by the subcontract agreement was an issue of fact for the jury. The Supreme Court reversed, holding (1) by its own terms, the subcontract agreement was a full integration of the parties’ contract for Plaintiff’s subcontracting work on the bridge; and (2) Plaintiff was not entitled to relief under a quantum meruit theory. View "Vanhook Enterprises, Inc. v. Kay & Kay Contracting, LLC" on Justia Law

The Supreme Court affirmed the circuit court’s partial denial of Plaintiffs’ partial denial of their request for preliminary injunctive relief against Defendant, their former agent, holding that the circuit court did not err by enjoining Defendant only from soliciting business from Plaintiffs’ existing customers without also enjoining Defendant from selling to those customers.Plaintiffs, Farm Bureau Life Insurance Co. and Farm Bureau Property and Casualty Insurance Co., argued in their complaint that Defendant, after leaving Farm Bureau, breached the agency contracts he entered into with Farm Bureau by selling insurance policies to clients to whom he had previously sold Farm Bureau policies. In partially denying Plaintiffs’ request for injunctive relief, the circuit court concluded that portions of the agency contracts that prohibited Defendant from selling to Farm Bureau’s existing customers was an invalid restraint on trade under S.D. Codified Laws chapter 53-9. The Supreme Court affirmed, holding that the plain meaning of section 53-9-12 supported the circuit court’s decision to adhere to that statute’s language. View "Farm Bureau Life Insurance Co. v. Dolly" on Justia Law

The Eleventh Circuit reversed the district court's grant of summary judgment against two transportation companies, Barrett and Landstar, in an action by Nationwide and its insurer, Essex, seeking to recover loss of an MRI under the Carmack Amendment, 49 U.S.C. 14706 et seq. The court held that the Magistrate Judge applied the correct standard for distinguishing brokers from carriers, but that there was a genuine factual dispute as to whether Barrett accepted legal responsibility to transport the magnet or communicated to Nationwide that it was brokering the shipment of the magnet to a third party. The court applied the holding in Werner Enterprises, Inc. v. Westwind Maritime International, Inc., 554 F.3d 1319 (11th Cir. 2009), to this case, and held that Landstar was entitled to rely on the Broker-Carrier Agreement's (BCA) limitation of liability, because the BCA satisfied the Carmack Amendment's requirements. In this case, Landstar was entitled to the $1.00 per pound liability limitation in the bill of lading. Therefore, the court remanded for further proceedings. View "Essex Insurance Co. v. Barrett Moving & Storage, Inc." on Justia Law

A seller’s fraudulent statements about the fitness of a vehicle for the purpose for which it was purchased make disclaimers in purchase documents stating that the buyer purchased the vehicle “as is” ineffective.The district court in this case awarded relief to the buyer on both fraud and breach of warranty theories. The Supreme Court affirmed, holding (1) the buyer’s fraudulent statements about the fitness of the vehicle being sold for the purpose for which the vehicle was purchased made the “as is” disclaimers of implied warranties in the purchase documents ineffective under Minn. Stat. 336.2-316(3)(a); and (2) under the Uniform Commercial Code, a party may seek remedies for fraud, including breach of warranty, even after the rescission of a purchase contract, and therefore, the district court did not err in awarding damages under both fraud and breach of an implied warranty theories of liability. View "Sorchaga v. Ride Auto, LLC" on Justia Law

This appeal stems from a long-running dispute between the parties over a contract regarding Akaushi cattle. The court held that sufficient evidence existed for the jury to find that HeartBrand suffered a cognizable injury from Bear Ranch's misrepresentation; the district court did not abuse its discretion when it exercised its "wide latitude in determining the admissibility" of a valuation expert's testimony; the district court did not abuse its discretion when it chose not to modify the injunction in April 2016 as there was no showing of a significant change in circumstances; and the district court did not abuse its discretion in awarding $3.2 million to HeartBrand in attorney's fees. However, the court reversed the district court's award of $1,825,000 in exemplary damages to HeartBrand. Finally, the court held that the district court did not abuse its discretion when it set the Constructive Trust Threshold at $3,796 per head. View "Bear Ranch, LLC v. Heartbrand Beef, Inc." on Justia Law

Alcon Laboratories Holding Corporation, a developer of artificial lenses, was exploring electroactive intraocular lens (“EAIOL”) that used electric power and changes in eye pupil size to “trigger” the focus of an artificial lens. Elenza, Inc. and Alcon decided to jointly pursue the technology, first by signing a Non-Disclosure Agreement (“NDA”), followed by a Stock Purchase Agreement (“SPA”). Unfortunately, the project fizzled after Elenza failed to meet development milestones in the SPA. Much to Elenza’s surprise, two years later, Alcon filed a patent application for an EAIOL and announced that it was working with Google, Inc. to develop an EAIOL. Elenza filed suit in Delaware, claiming Alcon breached its agreements with Elenza and misappropriated Elenza’s EAIOL trade secrets. Before trial, the Superior Court granted in part Alcon’s motion for summary judgment, finding that Elenza failed to support its trade secret claims. The court also limited Elenza’s damage claims. The contract claims went to trial, and a jury found against Elenza on all claims. On appeal, Elenza argued to the Delaware Supreme Court that the Superior Court erred when it granted summary judgment on its trade secret claims. According to Elenza, at the summary judgment stage, its trade secret disclosures were sufficient to prove that trade secrets existed and that Alcon used or disclosed those secrets in its later development efforts. The Supreme Court did not reach Elenza’s claim on appeal that it raised disputed factual issues about the existence of trade secrets because the Court agreed with the Superior Court that, at summary judgment, Elenza failed to support its claim that Alcon improperly used or disclosed any of Elenza’s alleged trade secrets. View "Elenza, Inc. v. Alcon Laboratories Holding Corporation, et al." on Justia Law

Meridian contracted to construct the Chula Vista Project flood control project, including construction of concrete channels, relocation of a sewer line, and dewatering and water diversion. After commencing work, Meridian encountered problems relating to “a layer of dripping saturated dark clay material under which a clean layer of sand is producing water” with “the potential for serious structural damage.” The government issued contract modifications, including an increase in funds for larger pipe, addition of a reinforced concrete access ramp, investigation of soil properties, remediation of saturated soils, and additional sheet piling. The government directed Meridian to suspend work following structural failures and terminated the project following a final inspection. Meridian sued for breach of contract, breach of the duty of good faith and fair dealing, and violation of the Contract Disputes Act, 41 U.S.C. 601−613. The government conceded liability for certain costs relating to suspension of work, channel fill, and interim protection. With respect to other claims, the Federal Circuit affirmed in part. Meridian’s interpretation of the contract was not reasonable; the existence of subsurface saturated soil conditions was “reasonably foreseeable.” The Trade Court did not impose an improper requirement for investigation of site conditions beyond what a reasonable contractor would undertake. The court remanded for consideration of whether the parties reached a meeting of the minds on flood event claims and held that the Trade Court erred dismissing Meridian’s unpaid contract quantities claim, in light of conflicting information. View "Meridian Engineering Co. v. United States" on Justia Law

Meridian contracted to construct the Chula Vista Project flood control project, including construction of concrete channels, relocation of a sewer line, and dewatering and water diversion. After commencing work, Meridian encountered problems relating to “a layer of dripping saturated dark clay material under which a clean layer of sand is producing water” with “the potential for serious structural damage.” The government issued contract modifications, including an increase in funds for larger pipe, addition of a reinforced concrete access ramp, investigation of soil properties, remediation of saturated soils, and additional sheet piling. The government directed Meridian to suspend work following structural failures and terminated the project following a final inspection. Meridian sued for breach of contract, breach of the duty of good faith and fair dealing, and violation of the Contract Disputes Act, 41 U.S.C. 601−613. The government conceded liability for certain costs relating to suspension of work, channel fill, and interim protection. With respect to other claims, the Federal Circuit affirmed in part. Meridian’s interpretation of the contract was not reasonable; the existence of subsurface saturated soil conditions was “reasonably foreseeable.” The Trade Court did not impose an improper requirement for investigation of site conditions beyond what a reasonable contractor would undertake. The court remanded for consideration of whether the parties reached a meeting of the minds on flood event claims and held that the Trade Court erred dismissing Meridian’s unpaid contract quantities claim, in light of conflicting information. View "Meridian Engineering Co. v. United States" on Justia Law

Plaintiff Petrolink, Inc. sought the modification of a judgment entered in its favor on its cause of action for specific performance. Petrolink leased a parcel of undeveloped property from defendant Lantel Enterprises pursuant to a lease agreement that included a provision allowing the lessee to purchase the property. Petrolink notified Lantel of its desire to exercise the option, but the parties obtained appraisals that were far apart in their valuation of the property. The parties ultimately could not agree on the value. They sued one another, each asserting various causes of action (including specific performance), claiming that the other party had refused to complete the sale and purchase transaction, and essentially seeking a judicial determination as to the fair market value of the property. During the pendency of the litigation, Petrolink continued to pay Lantel monthly rent on the property. The case went to trial before a judge. At trial, Lantel did not dispute that Petrolink had exercised the purchase option. The main factual issue at trial concerned what the fair market value of the property was at the time Petrolink notified Lantel of its desire to purchase the property. The judge appointed an expert and obtained an independent appraisal of the property, which was between the values in the appraisals that the parties had obtained. The trial court ultimately entered judgment in favor of Petrolink on its specific performance cause of action and found the date on which Petrolink exercised the purchase option was August 25, 2011, the date of its letter notifying Lantel of its desire to exercise the option. Although Petrolink had requested it, the court did not grant Petrolink an offset for any of the rent that it had paid to Lantel during the pendency of the litigation. On appeal, Petrolink contended the trial court erred in failing to offset the rents it paid to Lantel through the pendency of this litigation against the purchase price. The Court of Appeal agreed with Petrolink that once it exercised the purchase option, the lease was terminated and a contract for purchase and sale came into existence. To the extent that the trial court denied Petrolink an offset for the rents that it paid during the pendency of the litigation, the court failed to account for the delayed performance of the contract for purchase and sale. Specifically, the court failed to place the parties in the positions in which they would have been at the time the sale and purchase contract should have been performed. Therefore, the Court of Appeal reversed judgment to permit the trial court to undertake an accounting between the parties that takes into account the delay in performance of the contract, and places both parties in the positions in which they would have been if the contract had been timely performed. View "Petrolink, Inc. v. Lantel Enterprises" on Justia Law