Justia Contracts Opinion Summaries

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

In this dispute over an offset provision in an oil and gas lease the Supreme Court reversed the judgment of the court of appeals reversing the trial court’s summary judgment in the lessee’s favor on the grounds that the lessee did not conclusively demonstrate compliance with the provision.On appeal, the court of appeals determined that the lessee did not conclusively prove that it complied with the offset provision and thus was not entitled to summary judgment. In reversing, the Supreme Court held (1) the offset provision contained specific requirements, and the lessee met those requirements; and (2) the court of appeals read a requirement into the lease that its unambiguous language did not support. View "Murphy Exploration & Production Co. v. Adams" on Justia Law

Buyer contracted in 2004 to purchase Sellers’ Francisco gas station, to build a condominium project. Buyer had to obtain the necessary “Entitlements” for development. It took eight years to secure the conditional use permit. Sellers alleged the deal had expired. In 2014, Buyer sued, asserting breach of contract (specific performance) and quantum meruit to recover costs for work performed at Sellers’ Mountain View gas station. On the breach of contract claim, the court found the jury deadlocked and declared a mistrial. At Buyer’s request, the court decided that claim and found Buyer failed to perform his contractual obligations and was not entitled to specific performance. On the quantum meruit claim, the jury awarded Buyer $156,000 as the reasonable cost of work at Seller’s Mountain View property. The court vacated that verdict because Buyer had not produced a certificate of licensure to show compliance with Business and Professions Code 7031. The court of appeal affirmed in part. Buyer’s election to have the court decide his specific performance claim waived any claims of error he had and there was substantial evidence that Buyer failed to perform by not timely paying the purchase price after securing the Entitlements; he was properly denied specific performance. The court reversed on the quantum meruit claim. Public policy is not served by vacating the verdict awarded Buyer, an undisputed California-licensed contractor, for work he performed. View "Tierney v. Javaid" on Justia Law

The Court of Appeal affirmed the trial court's judgment in favor of a good faith purchaser at a lien sale that had acquired the contents of a storage unit free and clear of plaintiff's claim that the sale violated the California Self-Service Storage Facility Act. The court held that the conversion action was barred by the good faith purchaser provisions of Bus. & Prof. Code section 21711. The court also held that the action was barred by the doctrine of judicial estoppel which precluded a party from relying upon a theory in a legal proceeding inconsistent with one previously asserted. In the first suit against the storage facility owner, plaintiff claimed the owner did not abide by the requirements of the Act. In this case, plaintiff claimed that the Act did not apply and that defendant was liable for conversion regardless of whether he was a good faith purchaser. View "Nist v. Hall" on Justia Law

The circuit court did not err in denying Sellers’ motions for judgment as a matter of law and for a new trial in this case brought by Buyers against Sellers of a house alleging violation of statutory disclosure requirements.Shortly after purchasing a house, Buyers experienced water-penetration issues. Buyers sued Sellers, claiming violation of the statutory disclosure requirements, fraudulent misrepresentation, fraudulent concealment, and negligent misrepresentation. The jury found in favor of Buyers on its statutory disclosures claim and in favor of Sellers on the remaining claims. On appeal, the Supreme Court held that the circuit court (1) did not err in denying Sellers’ renewed motion for judgment of a matter of law and Sellers’ motion for new trial; and (2) did not abuse its discretion in declining to award attorney fees. View "Center of Life Church v. Nelson" on Justia Law

Mass. Gen. Laws ch. 156C, 60(b) provides the exclusive remedy for dissenting members of a limited liability company that has voted to merge, so long as the merger is undertaken in accordance with Mass. Gen. Laws ch. 156C, 59-63.In this case, a member of a limited liability company (LLC) conducted a merger in breach of his fiduciary and contractual duties. The judge granted equitable relief. At issue was whether distribution of dissenting members’ interest in the LLC is the exclusive remedy of minority shareholders who objected to the merger and whether the judge erred in declining to rescind the merger. The Supreme Court held (1) where, as here, a merger was not conducted in compliance with Mass. Gen. Laws ch. 156C, 63, the remedy provided by Mass. Gen. Laws ch. 156C, 60(b) providing for distribution of dissenting members’ interest is not exclusive; (2) the trial judge did not abuse his discretion in fashioning an equitable remedy in this case, as rescission of the merger would be complicated and inequitable; and (3) the portion of the trial judge’s decision that increased Plaintiff’s interest in the merged LLC to five percent is remanded because there was no basis in the record for that figure. View "Allison v. Eriksson" on Justia Law

At issue here was cross-claims arising out of a bail bondsman’s attempt to seize a bailed man who had failed to appear for a court hearing.Rodriguez, the bailed man, left New Jersey to return to his home in Puerto Rico in violation of the bail agreement. When Rodriguez missed a court date in New Jersey, the bail bond was declared forfeited. Agents acting for Speedy Bail Bonds seized Rodriguez in Puerto Rico. Rodriguez filed suit against Speedy seeking damages for his seizure and detention. Rodriguez’s mother as co-plaintiff claimed mental anguish. Speedy counterclaimed for breach of the bail agreement. The jury returned a verdict in favor of Speedy. The First Circuit affirmed the damages award on the counterclaim but remanded the case to the district court for further proceedings on the question of whether the jury instructions as to the tort claims accurately reflected Puerto Rico law because the question of Puerto Rico law and out-of-state bounty hunters had not been briefed. View "Rodriguez-Tirado v. Speedy Bail Bonds" on Justia Law

The common law governs provisions of an antenuptial agreement that do not fall within the safe harbor of Minn. Stat. 519.11(1), and the multifactor Kinney test is the common-law test applicable to antenuptial agreements. See In re Estate of Kinney, 733 N.W.2d 118 (Minn. 2007).Wife petitioned for dissolution and moved to set aside the antenuptial agreement she signed just before her marriage. The district court invalidated the agreement, concluding that it was procedurally unfair because Wife did not have an adequate opportunity to meet with legal counsel of her own choice and that it was substantively unfair and the time it was made and executed. The court of appeals affirmed on different grounds, concluding (1) to the extent the district court relied on Minn. Stat. 519.11 for evaluating procedural fairness, the court erred; (2) agreements that purport to distribute marital property, such as the agreement in this case, must be evaluated under the common law; and (3) the agreement was procedurally unfair. The Supreme Court affirmed after applying the Kinney factors to the entire agreement, holding that this agreement did not satisfy the common law test for procedurally fairness, and therefore, the agreement was invalid and unenforceable. View "Kremer v. Kremer" on Justia Law

CBL Data Recovery Technologies, Inc. (CBL) appealed an order denying its motion to set aside a default judgment entered in favor of Airs Aromatics, LLC (Airs). Airs sued CBL for breach of contract in 2011. The operative complaint alleged that Airs "suffered damages in an amount to be proven at trial, but estimated to exceed $25,000.00." The prayer likewise requested "damages in an amount to be proven." There was no other allegation in the complaint as to the amount of damages sought. CBL filed an answer and engaged in discovery. The parties participated in a settlement conference in which Airs demanded $5 million to settle all claims. In August 2012, the parties stipulated to withdraw CBL's answer and allow Airs to obtain a default. A month later, Airs filed a Request for Court Judgment seeking over $3 million in damages. It also filed a document entitled, "Evidence of Damages" supporting the requested amount. The court held a default prove-up hearing and, in November 2012, entered default judgment against CBL in the amount of $3,016,802.90. Years passed. CBL filed a motion in April 2017 to set aside the default judgment. Citing Code of Civil Procedure sections 580(a) and 585(c), CBL argued the court could not enter a judgment awarding damages greater than that specifically demanded in the complaint. It argued the default judgment was void and requested that it be vacated pursuant to section 473(d). Airs opposed the motion, arguing the default judgment was merely voidable, not void. In addition, Airs argued the court could exercise discretion to deny CBL's motion on equitable grounds. The court held a hearing and denied CBL's motion, finding CBL had adequate notice of the damages sought by Airs. CBL argued to the Court of Appeal the default judgment was void. The Court of Appeal agreed, concluding the default judgment had to be vacated. View "Airs Aromatics v. CBL Data Recovery Technologies" on Justia Law