Justia Contracts Opinion Summaries

This litigation arose from the construction of a "Johnny Janosik" furniture store in Laurel. The Plaintiff-appellant LTL Acres Limited Partnership (LTL) was the owner of the Janosik Building. Defendant-appellee Butler Manufacturing Company (Butler) provided pre-engineered components which were used to build the roof and exterior walls. Defendant-appellee Dryvit Systems, Inc. (Dryvit) supplied a product used on the exterior finish of the walls, to protect and seal them. Dryvit warranted its product for ten years from the "date of substantial completion of the project." The building was completed in 2006. Unfortunately, the building had issues with water infiltration from the beginning. By February 2012, cladding began to crack and buckle. The water infiltration and delamination persisted through 2013 despite attempts to fix the issues. LTL brought this action in 2013, alleging breach of warranty, breach of contract, and negligence claims against Butler; and breach of warranty and breach of contract claims against Dryvit. The Superior Court granted summary judgment to both Butler and Dryvit on the grounds that the actions against both were barred by the applicable statute of limitations. It held that the action against Butler was barred by 10 Del. C. sec. 8127,which is a six year statute of limitations relating to alleged defective construction of an improvement to real property. After review, the Supreme Court concluded that summary judgment in favor of Butler was proper. The Superior Court ruled that LTL’s action against Dryvit was barred by a four year statute of limitations set forth in 6 Del. C. sec. 2-725. Dryvit gave LTL a ten year express warranty. The Superior Court described the warranty as a “repair and replacement warranty” and reasoned that such a warranty cannot be one that extended to future performance. It therefore concluded that the statute of limitations for an action on the warranty expired not later than four years after the Dryvit product was tendered and applied to the building; that is, not later than four years after 2006. The Supreme Court concluded that grant of summary judgment in favor of Dryvit was inappropriate, and had to be reversed. The case was remanded for further proceedings. View "LTL Acres Limited Partnership v. Butler Manufacturing Co." on Justia Law

This case arose under California's Unclaimed Property Law (UPL). Plaintiff Vanacore and Associates, Inc., dba Vanacore International (Vanacore) was a private investigation firm that specialized in the recovery of unclaimed property. Vanacore entered into a memorandum of understanding (MOU) with defendant Kenneth Rosenfeld. The MOU contemplated that Vanacore would locate and recover shares of stock belonging to Rosenfeld in exchange for a fee. After signing the agreement, Rosenfeld found and recovered the shares himself and refused to pay Vanacore's fee. Vanacore sued for breach of contract, fraud, and unjust enrichment. Rosenfeld demurred on the ground that the MOU violated the Unclaimed Property Law, which precluded certain asset recovery agreements. The trial court sustained the demurrer without leave to amend, finding the MOU illegal and unenforceable. Finding no reversible error in the trial court's judgment, the Court of Appeal affirmed. View "Vanacore and Associates, Inc. v. Rosenfeld" on Justia Law

Plaintiff filed suit against Santander, seeking damages for breach of contract and alleging a violation of the Maryland Credit Grantor Closed End Credit Provisions (CLEC), Md. Code, Comm. Law 12-1001, et seq. The dispute stemmed from plaintiff's use of a loan she obtained through a retail installment contract (RISC) to finance the purchase of a vehicle. The court concluded that the district court correctly enforced the parties' arbitration agreement because the district court properly concluded that the arbitration agreement was a term of a contract that the parties entered into, and that the arbitration agreement was enforceable under the Federal Arbitration Act, 9 U.S.C. 2. Accordingly, the court affirmed the judgment. View "Galloway v. Santander Consumer USA, Inc." on Justia Law

Appellants, retirees of the ACC, alleged that the ACC breached contractual obligations to provide health benefits to eligible retirees. The district court granted the ACC's motion for partial judgment on the pleadings. At issue is whether the contract between the ACC and the appellants is entire or divisible. The court concluded that the contract is divisible because it involved successive payments of an uncertain amount for an indefinite period of time and does not allow a plaintiff to recover the entirety of the breaching party's obligation. Accordingly, the statute of limitations “runs separately as to each payment [of healthcare premiums and cost indemnification] when it becomes due.” Therefore, appellants may pursue contract claims for each alleged breach occurring within the limitations period. The court reversed and remanded for further proceedings. View "Wood v. Unified Gov't of Athens-Clarke Cnty." on Justia Law

Respondents entered into a loan agreement with Nationstar Mortgage, LLC. As part of the mortgage loan transaction, Respondents signed an arbitration agreement. Respondents later filed a complaint alleging that Nationstar engaged in predatory lending practices and abusive and unlawful debt collection in connection with the mortgage loan. Nationstar filed a motion to compel arbitration. The circuit court denied the motion, concluding that the arbitration agreement was both procedurally and substantively unconscionable. The Supreme Court reversed, holding that Respondents did not demonstrate that the arbitration agreement was either procedurally or substantively unconscionable. Remanded. View "Nationstar Mortgage, LLC v. West" on Justia Law

J.F. Allen Corporation (J.F. Allen), a utility contractor, and the Sanitary Board of the City of Charleston (CSB), a utility owner, entered into a written agreement for a construction project involving improvements to the City of Charleston’s municipal sewer system. Final completion was delayed under the contract, and adjustments were made that increased the contract price. After final payment was made under the contract, J.F. Allen sought additional compensation for extra, non-contractual work. After CSB refused the request J.F. Allen filed a complaint alleging breach of contract and unjust enrichment. Upon CSB’s motion, the circuit court dismissed, with prejudice, the breach of contract claim pursuant to W. Va. R. Civ. P. 12(b)(6). The Supreme Court reversed, holding that J.F. Allen set forth a claim upon which relief could be granted. Remanded. View "J.F. Allen Corp. v. Sanitary Bd. of City of Charleston" on Justia Law

CSX Transportation requested indemnification from the Florida Department of Transportation (DOT) for the amount paid to resolve a negligence action arising from an accident at a railroad crossing. CSX based its request on a railroad crossing agreement under which the DOT received a revocable license to use land as a right-of-way. The sole consideration for the license was an agreement to indemnify the railroad for losses arising out of DOT’s activity on the land. The trial court required DOT to indemnify CSX for the settlement of the lawsuit and for the expenses arising from DOT’s failure to defend the suit. DOT appealed, arguing that the indemnity clause was invalid. The Second District Court of Appeal concluded that the indemnity clause was enforceable. The Second District then certified two questions to the Supreme Court. The Supreme Court answered (1) DOT is bound by the indemnity provision as party of the statutorily authorized railroad crossing agreement, and breach-of-contract principles prohibit DOT from using sovereign immunity to avoid suit for its breach of the crossing agreement; and (2) DOT’s liability under the crossing agreement is not limited by Fla. Stat. 768.28(5). View "Fla. Dep’t of Transp. v. Schwefringhaus" on Justia Law

Yumilicious, a Texas frozen yogurt company, filed suit against franchisees based in South Carolina after disputes over the franchise agreement arose. Defendants filed a countercomplaint with various counterclaims. The district court granted summary judgment for Yumilicious and dismissed the remainder of the franchisees' counterclaims with prejudice for failure to state a claim under Rule 12(b)(6). The court affirmed the district court's grant of partial summary judgment and affirmed the dismissal of the franchisees' remaining counterclaims because the franchisees failed to plead the required elements of their statutory claims, failed to introduce facts suggesting non-economic injuries, failed to introduce evidence of fraudulent inducement, and contractually waived their right to punitive and consequential damages. View "Yumilicious Franchise, L.L.C. v. Barrie" on Justia Law

Julia Fenwick and the State, Department of Military Affairs and Emergency Services Division (Department) executed a Severance Agreement whereby the Department agreed to lay off Fenwick, as opposed to discharging her, in exchange for Fenwick releasing any claims she had against the Department. Fenwick later filed this action alleging that the Severance Agreement should be rescinded for several reasons. The district court concluded as a matter of law that the Severance Agreement could not be rescinded. The Supreme Court affirmed, holding that the district court did not err by (1) ruling that the Severance Agreement was lawful; and (2) ruling that the undisputed facts established that the Department’s consideration for the Severance Agreement did not fail. Remanded with instructions to proceed on Fenwick’s remaining claims. View "Fenwick v. State" on Justia Law

In the 1990s, the Wassons assumed an existing ninety-nine-year lease of property owned by the City of Jacksonville that specified that the property was to be used for residential purposes only. In 2009, the Wassons conveyed their interest in the lease to Wasson Interests, Ltd (WIL), which violated the lease terms. The city sent WIL an eviction notice, but the City and WIL subsequently entered into a reinstatement agreement that required WIL to cease and desist all commercial activity in violation of the lease. Later, the City sent WIL yet another eviction notice, contending that WIL’s use of the property violated the reinstatement agreement. WIL sued for breach of contract. The City filed a combined motion for traditional and no-evidence summary judgment on several grounds, including governmental immunity. The trial court granted the motion. The court of appeals affirmed based on governmental immunity. The Supreme Court reversed, holding (1) the common-law distinction between proprietary and governmental acts applies to contract claims; and (2) the court of appeals erred in holding that in a breach of contract action, a City has immunity for proprietary acts. Remanded for a determination as to whether the lease contract was entered into in the City’s proprietary or governmental capacity. View "Wasson Interests, Ltd. v. City of Jacksonville" on Justia Law