Justia Contracts Opinion Summaries

The U.S. District Court for the District of Colorado certified a question of Colorado law to the Colorado Supreme Court regarding the statute of limitations applicable to section 10-3-1116, C.R.S. (2017), which governed claims for unreasonable delay or denial of insurance benefits. Specifically, the question centered on whether a claim brought pursuant to Colorado Revised Statutes section 10-3-1116 was subject to the one-year statute of limitations found in Colorado Revised Statutes section 13-80-103(1)(d) and applicable to “[a]ll actions for any penalty or forfeiture of any penal statutes.” The Supreme Court held the one-year statute of limitations found in section 13-80-103(1)(d), C.R.S. (2017), did not apply to an action brought under section 10-3-1116(1) because section 10-3-1116(1) was not an “action[] for any penalty or forfeiture of any penal statute[]” within the meaning of section 13-80-103(1)(d). Therefore, the Court answered the certified question in the negative. View "Rooftop Restoration, Inc. v. Am. Family Mut. Ins. Co." on Justia Law

In 2009, a fire started in an apartment building owned by respondents Guillermo and Evelia Barriga and insured by petitioner American Family Mutual Insurance Company (“American Family”). American Family made various payments to the and on behalf of the Barrigas, totaling $209,816.43. However, after a substantial amount of repair work had been completed, the contractor revised its estimate for the cost of the repairs. The revised estimate was higher than American Family’s initial estimate, primarily because of the need for additional repairs and asbestos remediation. In response, American Family initiated a third-party appraisal process outlined in the insurance policy intended to provide an impartial assessment of the needed repair costs. The appraiser fixed the award at $322,141.79. American Family then paid that award, less the $209,816.43 that had been previously paid to the Barrigas, resulting in a payment of $122,325.36. American Family also made an additional payment of $5435.44 for emergency board-up services. The Barrigas sued American Family for breach of contract, common law bad-faith breach of insurance contract, and unreasonable delay and denial of insurance benefits under section 10-3-1116(1), C.R.S. (2017). The jury found for the Barrigas on all claims, awarding damages, as relevant here, of $9270 for breach of contract and $136,930.80 for benefits unreasonably delayed or denied. The issue raised on appeal for the Colorado Supreme Court's review centered on whether an award of damages under section 10-3-1116(1), C.R.S. (2017), had to be reduced by an insurance benefit unreasonably delayed but ultimately recovered by an insured outside of a lawsuit. The Court held that an award under section 10-3-1116(1) must not be reduced by an amount unreasonably delayed but eventually paid by an insurer because the plain text of the statute provided no basis for such a reduction. The Court also concluded that a general rule against double recovery for a single harm did not prohibit a litigant from recovering under claims for both a violation of section 10-3- 1116(1) and breach of contract. View "Am. Family Mut. Ins. Co. v. Barriga" on Justia Law

The Supreme Court affirmed the district court’s ruling that Plaintiff, a municipal employee, had forfeited her merit protection status through contract, estoppel, and waiver without reaching the merits of Plaintiff’s claims because she failed to carry her burden of challenging all of the district court’s rulings, each of which was an independent basis for summary judgment.On appeal, Plaintiff argued that Supreme Court precedent allowing a contract in conflict with a statute to survive, provided it does not violate public policy, does not extend to contracts involving government employees. The Supreme Court held that, although it was possible that Plaintiff was correct, Plaintiff was not entitled to relief because she failed to challenge the district court’s ruling that she was equitably estopped from claiming merit status. View "Howick v. Salt Lake City Corp." on Justia Law

The Supreme Court affirmed the judgment of the court of appeals reversing the trial court’s ruling that TRO-X, LP was entitled to a back-in percentage of the working interest in five mineral leases under which Anadarko Petroleum was lessee.TRO-X sued Anadarko, asserting claims for breach of contract and trespass to try title and seeking a declaratory judgment that the leases were top leases and therefore subject to TRO-X’s back-in interest. The trial court concluded that the leases were top leases, in which TRO-X retained a back-in interest, rather than new leases, which washed out TRO-X’s interest. In reversing, the court of appeals concluded that the leases were not top leases. The Supreme Court agreed, holding that the leases at issue were not top leases subject to TRO-X’s back-in interest. View "TRO-X, L.P. v. Anadarko Petroleum Corp." on Justia Law

After months of negotiations, the parties in this case signed versions of two transaction agreements: a limited liability company agreement, and a contribution and assignment agreement. However, a serious question existed as to whether the parties intended to be bound by these signed documents. And whether there exists a valid, binding contract implicated the other main issue raised on appeal—namely, whether the Delaware Supreme Court could exercise jurisdiction over the defendant. If at least one of these transaction documents was a valid, independently enforceable contract, then the Supreme Court had jurisdiction via a forum selection clause favoring Delaware. If neither document was independently enforceable, and if earlier agreements did not provide another means of exercising jurisdiction over the defendant, then Delaware courts lacked personal jurisdiction over the defendant, and the plaintiffs’ claims for breach of contract, unjust enrichment, and other causes of action against the defendant were properly dismissed. The Court of Chancery determined that neither transaction document was enforceable, and dismissed the case for lack of personal jurisdiction, even after finding one of the parties in contempt of its status quo order. In this case, the Supreme Court found evidence within the four corners of the documents and other powerful, contemporaneous evidence, including the execution of the agreements, that suggested the parties intended to be bound. "But we acknowledge that there is also evidence that cuts the other way. Given that this is a question of fact, we remand to the Court of Chancery to make such a finding." If either document is enforceable, then the forum selection provisions were also enforceable. The Court of Chancery erred in finding that its jurisdiction to enforce the previously issued contempt order depended on the enforceability of the transaction documents. It had jurisdiction to enforce its order regardless of the transaction documents’ enforceability. View "Eagle Force Holdings, LLC, et al. v. Campbell" on Justia Law

The award of summary judgment in favor of the general contractor against the subcontractor in this case based on a pay-if-paid clause was improper because the pay-if-paid clause did not apply to the issues in this case.Pay-if-paid clauses make the project owner’s payment of the general contractor a condition precedent of the general contractor’s obligation to pay the subcontractor. Thus, the pay-if-paid clause can relieve the general contractor of liability to the subcontractor even where the subcontractor has fully performed its part of the subcontract. Here, Subcontractor sued General Contractor for breach of contract relating to a construction project. The circuit court granted summary judgment to General Contractor, concluding that, under Virginia law, a pay-if-paid provision in the subcontract applied to the damages sought. The Supreme Court reversed and remanded the case, holding (1) the pay-if-paid clause did not necessarily apply to the costs at issue in this case; and (2) the other provision relied upon by the circuit court did not create a condition precedent for payment of subcontractors. View "Young Electrical Contractors, Inc. v. Dustin Construction, Inc." on Justia Law

The Supreme Court affirmed in part and reversed in part the order of the district court dismissing Plaintiff’s amended complaint against several lenders, holding that the district court did not err in dismissing some of Plaintiff’s claims but erred in dismissing the remaining claims.After Plaintiff defaulted on her loan on real property, she received at least nine notices of sale. Plaintiff filed an amended complaint against Lenders, alleging six causes of action. The district court granted Lenders’ motion to dismiss the amended complaint pursuant to Mont. R. Civ. P. 12(b)(6). The Supreme Court held that the district court (1) did not err in dismissing Plaintiff’s declaratory judgment claim as a matter of law or in dismissing Plaintiff’s negligent and/or intentional infliction of emotional distress claim fore failure to state sufficient facts to entitle her to relief; and (2) incorrectly determined that Plaintiff’s amended complaint failed to state a claim on her asserted breach of contract and breach of the implied covenant of good faith and fair dealing, Fair Debt Collection Practices Act (FDCPA), and Montana Consumer Protection Act (MCPA) claims. View "Puryer v. HSBC Bank" on Justia Law

XY’s patents relate to the sorting of X- and Y-chromosome-bearing sperm cells, for selective breeding purposes. Trans Ova provides services related to embryo transfer and in-vitro fertilization for cattle. XY and Trans Ova entered into a five-year licensing agreement in 2004 under which Trans Ova was authorized to use XY’s technology, subject to automatic renewal unless Trans Ova was in material breach. In 2007, Inguran acquired XY and sent a letter purporting to terminate the Agreement because of alleged breaches. For several years, the parties negotiated but failed to resolve their disputes. Trans Ova continued to make royalty payments to XY, which were declined. XY alleges that it became aware of further breaches, including underpayment of royalties and development of improvements to XY’s technology without disclosure of such improvements to XY. XY sued for patent infringement and breach of contract. Trans Ova counterclaimed, alleging patent invalidity, breach of contract, and antitrust violations. The district court granted XY summary judgment on the antitrust counterclaims. A jury found breaches of contract by both parties; that Trans Ova failed to prove that the asserted patent claims were invalid and willfully infringed the asserted claims; and XY was entitled to patent infringement damages. The court denied all of Trans Ova’s requested relief and granted XY an ongoing royalty. The Federal Circuit affirmed except the ongoing royalty rate, which it remanded for recalculation. View "XY, LLC v. Trans Ova Genetics, L.C." on Justia Law

Prolite Building Supply bought Ply Gem windows, which it resold to Wisconsin builders. Some homeowners were not satisfied with the windows, which admitted air even when closed. Contractors stopped buying from Prolite, which stopped paying Ply Gem. Prolite and homeowners sued. Ply Gem removed the action to federal court and counter-claimed against Prolite for unpaid bills. Additional parties intervened. The Seventh Circuit affirmed summary judgment in favor of Prolite. The court vacated the judgment on the homeowners’ claims for remand to state court. The service agreement between Prolite and Ply Gem requires Prolite to repair the Ply Gem windows in exchange for a discount and needed parts. There was no breach of that agreement. The homeowners’ claims can be resolved under supplemental jurisdiction only if they “are so related to claims in the action within such original jurisdiction that they form part of the same case or controversy,” 28 U.S.C. 1367(a). The language of the window warranties received by the homeowners and the service agreement did not overlap. Prolite complained that Ply Gem did not do enough to ensure that its customers (the builders) remained willing to purchase Ply Gem windows. The homeowners just wanted to stop drafts and moisture. The nature of the work done differed. View "ProLite Building Supply, LLC v. Ply Gem Windows" on Justia Law

In this declaratory judgment action brought against Judge Russell E. Steele and Judge Kristie Swaim challenging two amendments to a consolidation agreement the parties entered into in 2008, the Supreme Court reversed the circuit court’s judgment that these two amendments were invalid and entered judgment for Judge Steele.The consolidation agreement designated Decker as the sole appointing authority for all deputy circuit clerks and division clerks. In 2013, Judge Steele signed an administrative order amending the consolidation agreement and designating the presiding judge of the Second Judicial Circuit as the appointing authority for all deputy and division clerks. In 2014, the Second Judicial Circuit approved an administrative order amending the consolidation agreement to designate Judge Swaim as the sole appointing authority. Plaintiffs filed this declaratory judgment action challenging the validity of the amendments. The circuit court entered judgment for Plaintiffs. The Supreme Court reversed, holding (1) the 2013 and 2014 amendments were made in compliance with the procedures to which Decker consented in voluntarily joining the consolidation agreement; and (2) therefore, Judge Steele held appointing authority over deputy and division clerks from the date of the order adopting the 2013 amendment until the date of the order adopting the 2014 amendment and transferring that authority to Judge Swaim. View "Gall v. Steele" on Justia Law