Justia Contracts Opinion Summaries

Virginia Fuel Corporation and Lambert Coal Company entered into an agreement by which Virginia Fuel agreed to acquire certain assets owned by Lambert. James C. Justice Companies, Inc. executed a guaranty guaranteeing Lambert’s obligations under the agreement. After Virginia Fuel stopped making payments under the agreement, Lambert filed suit against Virginia Fuel and Justice Companies, alleging breach of the agreement and breach of the guaranty. Virginia Fuel and Justice Companies counterclaimed for breach of contract. The circuit court granted summary judgment in favor of Lambert and dismissed Defendant’s affirmative defense of recoupment as well as Defendants’ counterclaim. The Supreme Court affirmed, holding that the circuit court did not err in granting summary judgment to Lambert on its complaint, sustaining Lambert’s demurrer to Defendants’ counterclaim, and dismissing Defendants’ defense of recoupment. View "Virginia Fuel Corp. v. Lambert Coal Co." on Justia Law

In this suit alleging breach of an insurance contract, plaintiff appealed the trial court's grant of defendant's motion for directed verdict. Plaintiff contended that the trial court’s intended jury instruction violated the efficient proximate cause doctrine and there was sufficient evidence to permit the jury to determine whether plaintiff met his burden of proving his claim for punitive damages. The court concluded that plaintiff’s interpretation of the Other Coverage 9 provision is the correct interpretation, consistent with the efficient proximate cause doctrine. A policy cannot extend coverage for a specified peril, then exclude coverage for a loss caused by a combination of the covered peril and an excluded peril, without regard to whether the covered peril was the predominant or efficient proximate cause of the loss. Because the trial court granted the motion for a directed verdict based on the effect the erroneous proposed jury instruction would have had on plaintiff’s case, the court reversed and remanded as to this issue. Because defendant's special instruction No. 12 improperly shifted the burden of proof, the trial court erred in its decision to instruct the jury with defendant’s proposed special instruction and in granting defendant’s motion for directed verdict based on the decision to give that instruction. The court reversed and remanded as to this issue. Finally, the court found no error in the trial court's punitive damages claim. View "Vardanyan v. Amco Ins. Co." on Justia Law

After its 2010 merger with Continental Airlines, United Airlines made changes to its frequent‐flier rewards program. In 2014, a member of United’s MileagePlus rewards program claimed that United breached a contract by reducing his anticipated program benefits. The Seventh Circuit concluded (Lagen decision) that the reduction of benefits was not a breach of contract because the program rules allowed United to change the benefits at any time. The plaintiffs in this case also sued for breach of contract. Relying on Lagen, the district court granted summary judgment to United. The Seventh Circuit affirmed, rejecting arguments that the case was different from Lagen because it concerned changes to the “Premier” status program. United did promise to provide the plaintiffs with premier benefits in 2012 that matched the premier benefits previously available in 2011 and cannot be liable for breaching a contract that it did not make. View "Hammarquist v. United Cont'l Holdings, Inc." on Justia Law

This case involved a home-improvement contract between Petitioner, a construction company, and Respondents, homeowners. Both parties argued that the other breached the contract. The superior court determined that the matter must be referred to arbitration under an arbitration provision in the contract. The arbitrator found in favor of Petitioner. Petitioner filed this action seeking to confirm the arbitration award and moved for summary judgment. Only after Petitioner filed its summary judgment motion did Respondents file an answer opposing confirmation of the award. The Court of Chancery granted the petition to confirm, holding that summary judgment was appropriate in this case. View "SC&A Constr., Inc. v. Potter" on Justia Law

The Institute filed the underlying complaint, alleging claims for unjust enrichment, right of publicity, and misappropriation under Michigan common law for Target’s sales of all items using the name and likeness of Rosa Parks. The district court dismissed the complaint. The court concluded that Target's use of Rosa Parks’s name and likeness in the books, movie, and plaque is necessary to chronicling and discussing the history of the Civil Rights Movement. These matters are quintessentially embraced and protected by Michigan’s qualified privilege. Michigan law does not make discussion of these topics of public concern contingent on paying a fee. Therefore, all six books, the movie, and the plaque are protected under Michigan’s qualified privilege protecting matters of public interest. Accordingly, the court affirmed the judgment. View "Rosa and Raymond Parks Inst. for Self Dev. v. Target Corp." on Justia Law

John and Kimberly Nooney purchased tickets from StubHub, Inc. for a concert. The tickets were invalid, and the Nooneys were denied access to the concert. The Nooneys sued StubHub for breach of contract and fraudulent inducement. The circuit court granted StubHub’s motion to dismiss for failure to state a claim, but in doing so, the circuit court considered a document that was not attached to the complaint. The Supreme Court affirmed in part and reversed in part, holding that the circuit court (1) did not err in considering the document without converting the motion to dismiss to a motion for summary judgment because the document was referenced in the complaint; but (2) erred in dismissing the complaint on the merits, as the Nooneys’ complaint stated a claim upon which relief could be granted. View "Nooney v. StubHub, Inc." on Justia Law

The Omaha Police Officers Association (Union) and the City of Omaha (City) entered into a collective bargaining agreement that was to remain in effect from 2008 until 2013. In 2014, the Union filed a complaint against the City requesting that the district court declare that the collective bargaining agreement between the Union and the City had rolled over to the 2014 calendar year. In support of its complaint, the Union claimed that the City did not timely provide written notice of its intent to negotiate or modify the terms of the contract for 2014. The City, in turn, argued that the Union’s action was barred by the doctrines of waiver and equitable estoppel. The district court granted summary judgment to the Union. The Supreme Court affirmed, holding (1) the City failed to establish the required elements of equitable estoppel; (2) the Union did not waive its stated intention to allow the Contract to extend for another year; and (3) the district court did not abuse its discretion in ordering the parties to pay their own attorney fees. View "Omaha Police Union Local 101 v. City of Omaha" on Justia Law

Decedent entered into a contract for the sale of a parcel of real property to Buyer. Before entering into the contract, Decedent specifically devised the property to Plaintiff, a church, in his will. After Decedent died, a botanical garden and museum claimed entitlement to the proceeds from the sale of the property by the by the coexecutors of Decedent’s estate, due to a charitable pledge made by Decedent prior to his death. The trial court concluded that title to the property passed to Buyer at the signing of the contract under the doctrine of equitable conversion. The appellate court reversed, concluding that equitable conversion did not apply because Decedent died prior to the fulfillment or expiration of a mortgage contingency clause in the contract. The Supreme Court reversed in part, holding that the mortgage contingency clause did not preclude the application of equitable conversion, and equitable title passed to Buyer at the execution of the contract. View "Southport Congregational Church-United Church of Christ v. Hadley" on Justia Law

FTB initiated a nonjudicial foreclosure on residential real property and sold the property at a foreclosure sale to DM. On appeal, DM challenged the district court's grant of summary judgment for FTB. The court concluded that there was a genuine issue of material fact as to whether DM could have discovered the defect at issue - lack of a utilities easement - prior to the foreclosure sale, which is the relevant inquiry under Karoutas v. HomeFed Bank. Nonetheless, the district court did not err in concluding on summary judgment that DM is not entitled to the equitable remedy of rescission where DM had a duty to investigate wrongdoing and FTB’s status as a foreclosing lender does not alter this conclusion because a foreclosing lender has the same duties of disclosure regarding the property as any other seller. Therefore, the court concluded that there is no genuine issue of material fact that DM was put on inquiry of wrongdoing at the time it discovered the lack of electricity, and therefore is deemed to know all facts that could be discovered from a reasonable investigation. Finally, the court concluded that because there is no genuine issue of material fact as to whether DM’s two-year delay deprived it of the equitable remedy of rescission, FTB is entitled to summary judgment on that issue. View "DM Residential Fund v. First Tennessee Bank" on Justia Law

The Army Corps of Engineers retained JMR as general contractor for construction of a dental clinic at the Presidio of Monterey. JMR entered into separate electrical and plumbing subcontracts with EAR. SureTec issued separate bonds guaranteeing EAR’s performance. While the project was ongoing, JMR communicated with EAR about alleged delays, deficient and late submittals, and improper work, and retained certain funds otherwise due EAR. After the project was completed, JMR sued EAR and SureTec for breach of contract and for foreclosure of the bonds. EAR filed a cross-complaint to recover retention funds withheld under the subcontracts. JMR was awarded $315,631, which included an offset for retention funds. The court held that JMR was entitled to attorney fees for its successful defense of the cross-complaint; awarded JMR $90,644.07 in expert witness fees, concluding that JMR’s recovery exceeded its $375,000 pretrial settlement offers. The court of appeal affirmed the judgment but reversed the award of expert fees. The court upheld utilization of the Eichleay method to calculate extended home office overhead damages; use of the modified total cost method of calculating JMR’s disruption and delay damages; and finding SureTec liable under the bonds because formal notice of default was not a condition precedent to recovery. View "JMR Constr. Corp. v. Envtl Assessment & Remediation Mgmt., Inc." on Justia Law