Justia Contracts Opinion Summaries

A party may implicitly waive an antiwaiver clause in a contract through conduct, but there must be clear intent to waive both the underlying contract provision and the antiwaiver clause.Defendant hired Plaintiff to provide snow removal services. The parties’ contract required Plaintiff to maintain a certain amount of insurance coverage. The contract included an antiwaiver clause stating that Defendant’s failure to notice a deficiency in Plaintiff’s insurance coverage could not be construed as a waiver of the insurance provision. When Defendant discovered that Plaintiff had failed to purchase the required insurance, Defendant terminated the contract. Plaintiff brought this action asserting that Defendant had waived its right to terminate the contract because Defendant effectively waived the insurance requirement by making payments to Plaintiff despite its noncompliance. The jury found Defendant liable for breach of contract. The Supreme Court reversed, holding (1) Plaintiff produced no evidence of waiver beyond Defendant’s failure to insist on performance of the insurance requirements; and (2) Defendant was within its rights to terminate the contract. View "Mounteer Enterprises, Inc. v. Homeowners Association for Colony at White Pine Canyon" on Justia Law

At issue was the proper method for calculating the quantum meruit value of an attorney’s services when a client terminates the contingent-fee agreement before a matter concludes.Respondent retained Appellant-law firm under a contingent-fee agreement to assist with asbestos litigation. Two months before settling a claim upon which Appellant had worked for about ten years, Respondent discharged Appellant. The district court dismissed Appellant’s attempt to recover a portion of the settlement funds, concluding that Appellant failed to prove the value of the services that it had provided. The court of appeals reversed, holding that the district court applied the incorrect test for determining quantum meruit. The Supreme Court affirmed as modified, holding (1) district courts should use eight factors to determine the quantum meruit value of a discharged contingent-fee attorney’s services; and (2) a remand was necessary so that the district court may consider the contingent-fee argument between the parties, in addition to the other relevant factors identified herein. View "Faricy Law Firm, P.A. v. API, Inc. Asbestos Settlement Trust" on Justia Law

The Supreme Court reversed the judgment of the court of appeals affirming the decision of the district court concluding that a grain-handling contract between the parties in this case that was to “continue indefinitely” was perpetual in duration, not indefinite, and therefore not terminable at will.Chippewa Valley Ethanol Company, LLLP (CVEC) sought to end its contract with Glacial Plains Cooperative on the ground that it was a contract of indefinite duration, terminable at will be either party. The district court ruled in favor of Glacial Plains, finding that CVEC had wrongfully terminated the grain-handling contract. The court of appeals affirmed, ruling that the intent of the parties should prevail over the general rule that contract without definite duration are terminable at will upon reasonable notice. The Supreme Court reversed and remanded for further proceedings, holding (1) the parties’ contract was one of indefinite duration and was therefore terminable at will by either party upon reasonable notice after a reasonable time as passed; and (2) it is for the district court to weigh the evidence and apply the law to determine whether a reasonable time has passed such that the contract may be terminated at will with reasonable notice. View "Glacial Plains Cooperative v. Chippewa Valley Ethanol Co." on Justia Law

The Eighth Circuit affirmed the district court's grant of summary judgment for CyberPower in an action alleging breach of contract, fraud, and unpaid wages. Plaintiff alleged that CyberPower breached a Compensation Agreement that secured his employment until the company reached a specific monetary sales threshold. The court held that there was no ambiguity on the question of whether CyberPower clearly intended to modify plaintiff's at-will status with the Compensation Agreement where the text of the agreement indicated that it governed only compensation. The court rejected plaintiff's remaining arguments. View "Ayala v. CyberPower Systems (USA), Inc." on Justia Law

The Supreme Court affirmed the judgment of the superior court granting summary judgment in favor of the Dunn’s Corners Fire District on its complaint seeking a declaration that it was not obligated to provide fire protection services to certain property located in the Village of Bradford in the town of Westerly, Rhode Island.Dunn’s Corners was a party to a contract that required Westerly Ambulance Corps, also a defendant in this case, to dispatch Dunn’s Corners to sites and locations situated within the Bradford Fire District. The hearing justice granted Dunn’s Corners’ motion for summary judgment, finding that the subject property lay outside of the Bradford Fire District. The Supreme Court affirmed, holding (1) Appellant’s argument that a declaratory judgment should not have issued because the Bradford Fire District was not a party to the action lacked merit; and (2) because Appellant conceded at oral argument that the subject property was not currently situated within any fire district, Appellant’s second argument that there remained a genuine issue of material fact as to whether the property was located within the Bradford Fire District was without merit. View "Dunn’s Corners Fire District v. Westerly Ambulance Corps" on Justia Law

Defendants A&M Structuring, LLC, and Edward Couture, individually and as manager of A&M Structuring appealed a judgment entered in favor of Lynn Flaten and from a post-judgment order denying their motions to amend the judgments and "regarding ownership or interest in levied property." Flaten sued for claims of breach of contract, unjust enrichment, and fraud. Flaten alleged he agreed to sell certain real property located in Williams County to defendants for $275,000 in February 2012, defendants paid $50,000 as a down payment, but failed to pay the remaining amounts due for the property. Flaten also alleged the defendants agreed to sell him certain real property located in McKenzie County, consisting of three individual lots. Flaten alleged defendants never delivered the property. After review of the trial court record, the North Dakota Supreme Court concluded the district court did not err in granting partial summary judgment or abuse its discretion in denying the post-judgment motions. View "Flaten v. Couture" on Justia Law

Defendants A&M Structuring, LLC, and Edward Couture, individually and as manager of A&M Structuring appealed a judgment entered in favor of Lynn Flaten and from a post-judgment order denying their motions to amend the judgments and "regarding ownership or interest in levied property." Flaten sued for claims of breach of contract, unjust enrichment, and fraud. Flaten alleged he agreed to sell certain real property located in Williams County to defendants for $275,000 in February 2012, defendants paid $50,000 as a down payment, but failed to pay the remaining amounts due for the property. Flaten also alleged the defendants agreed to sell him certain real property located in McKenzie County, consisting of three individual lots. Flaten alleged defendants never delivered the property. After review of the trial court record, the North Dakota Supreme Court concluded the district court did not err in granting partial summary judgment or abuse its discretion in denying the post-judgment motions. View "Flaten v. Couture" on Justia Law

The Fifth Circuit affirmed the district court's dismissal of Delek's challenge to an arbitrator's award in an action alleging that the company violated a collective bargaining agreement (CBA), which required that employees get first crack at new work unless certain exceptions apply. The court held that the arbitrator's exercise of his discretion did not conflict with the CBA, and that the district court did not abuse its discretion in finding that Delek's challenge was without justification and subject to a fee award. View "Delek Refining, Limited v. Local 202" on Justia Law

The nature of the function a municipality was performing when it entered into a contract governs the analysis of whether the municipality was engaged in its governmental or proprietary function and thus whether the municipality was immune from suit.Plaintiff filed this suit alleging that the City of Jacksonville breached its lease agreements with Plaintiff. The City filed a motion for summary judgment arguing that governmental immunity barred the breach of contract claim. The trial court granted the motion. The court of appeals affirmed based on governmental immunity, concluding that the governmental/proprietary dichotomy that applies to tort claims does not apply to breach of contract claims. The Supreme Court reversed, holding that the dichotomy applies whether a municipality commits a tort or breaches a contract. On remand, the court of appeals held that governmental immunity applied to bar Plaintiff’s contract claim because the claim arose from the City’s performance of a governmental function. The Supreme Court reversed, holding that the contract claim arose from the City’s performance of a proprietary function so governmental immunity did not apply. View "Wasson Interests, Ltd. v. City of Jacksonville" on Justia Law

The one-satisfaction rule applied to this case, and therefore, the trial court erred in denying the nonsettling defendant settlement credits.At issue on this appeal was Plaintiff’s claims against nonsettling defendants alleging breach of contract, fraud, and other causes of action. Plaintiff had earlier settled with four other defendants. The jury returned a verdict in favor of Plaintiff. The nonsettling defendants asserted that, under the one-satisfaction rule, they were entitled to offset the final judgment by the amounts the four settling defendants paid to Plaintiff, plus interest. The trial court disagreed and rendered judgment against the nonsettling defendants, jointly and severally, for the full jury award. The court of appeals affirmed the trial court’s denial of settlement credits, ruling that Plaintiff’s claims against the nonsettling defendants were independent of the other injuries Plaintiff alleged against the settling defendants. The Supreme Court reversed, holding that the nonsettling defendants were entitled to reduce the judgment by the total amount of the settlements Plaintiff received and any applicable interest. View "Sky View At Las Palmas, LLC v. Mendez" on Justia Law