Justia Contracts Opinion Summaries

Kerry and Jeanie Cooper entered into a five-year lease agreement with James and Melisa Crouch to lease farmland for pasturing cattle and growing crops. The lease was set to expire in February 2022, but the Crouches terminated it early, citing the Coopers' failure to employ standard best management practices. The Coopers filed a lawsuit for breach of contract, claiming they were not given adequate notice or an opportunity to cure any alleged default as required by the lease.The District Court of Fremont County found that the Crouches breached the lease by failing to provide the required notice and opportunity to cure. The court awarded the Coopers $153,772.05 in damages, which included costs for feed, supplements, trucking, and replacement pasture. The court also reduced the damages by $24,650.35 for the Coopers' failure to mitigate damages by selling leftover hay.The Supreme Court of Wyoming reviewed the case and affirmed the district court's findings. The court held that the Crouches did not provide the Coopers with a meaningful opportunity to cure the alleged default, as the termination letter did not specify how to remedy the issues. The court also rejected the Crouches' first-to-breach defense, stating that they could not rely on the Coopers' alleged breach to excuse their own failure to provide proper notice.However, the Supreme Court found that the district court had erroneously included the costs of the pasture leases twice in its damages calculation. The court remanded the case with instructions to reduce the damages award by $2,660.60, affirming the decision in all other respects. View "Crouch v. Cooper" on Justia Law

In February 2019, the Colberts entered into a real-estate sales contract with A & W Contractors, LLC to purchase a remodeled 54-year-old house. A home inspection revealed issues with the plumbing, septic system, and electrical wiring. The parties amended the contract to address these issues, and A&W claimed to have made the necessary repairs. Despite lingering concerns, the Colberts proceeded with the purchase after A&W's real-estate agent allegedly offered a three-month builder's warranty. After moving in, the Colberts experienced significant problems with the house's systems and spent approximately $90,000 on repairs.The Colberts sued A&W, and the case went to trial in the Jefferson Circuit Court. The jury found in favor of the Colberts on their breach-of-contract and fraud claims, awarding them compensatory and punitive damages. The trial court entered a judgment on the jury's verdict and denied A&W's post-trial motions to alter, amend, or vacate the judgment or for a new trial.The Supreme Court of Alabama reviewed the case. It held that the trial court erred in granting a judgment as a matter of law (JML) in favor of the Colberts on their breach-of-contract claim, as there was conflicting evidence that should have been resolved by the jury. However, the Supreme Court affirmed the jury's verdict on the fraudulent misrepresentation and fraudulent suppression claims, noting that A&W had failed to preserve certain evidentiary and sufficiency-of-the-evidence arguments for appellate review. The case was affirmed in part, reversed in part, and remanded for further proceedings consistent with the opinion. View "A & W Contractors, LLC v. Colbert" on Justia Law

In this case, SARN SD3 LLC ("SD3") brought a breach of contract action against Czechoslovak Group A.S. ("CSG") regarding an option contract for shares in RETIA A.S. ("RETIA"). The contract stipulated that if CSG ceased to own a majority of RETIA before SD3's call option expired, CSG would pay SD3 a "Penalty Amount" based on an "Independent Valuation" of RETIA. CSG sold RETIA, triggering the Penalty Amount, but disputes arose over access to valuation information, leading SD3 to file suit.The Superior Court of Delaware granted SD3's entitlement to the Penalty Amount and calculated the Independent Valuation as the average of two valuations from Big Four accounting firms, despite CSG's objections. The court later determined that SD3's valuation was independently determined and in good faith. SD3 then filed a Rule 37 Motion for sanctions, alleging CSG withheld important valuation documents, but the court denied the motion, suggesting SD3 seek relief under Rule 60(b) for newly discovered evidence. SD3's subsequent Rule 60 Motion was also denied, as the court found the documents were not newly discovered and no exceptional circumstances warranted relief.The Delaware Supreme Court reviewed the case and affirmed the Superior Court's decisions. The Supreme Court held that the contract's provisions were clear and unambiguous, not requiring judicial inquiry into the valuation methodologies. The court also found no abuse of discretion in the Superior Court's handling of the Rule 37 and Rule 60 motions, as SD3 had the documents in question well before the summary judgment ruling and failed to demonstrate due diligence. Additionally, the Supreme Court upheld the Superior Court's decision to convert the judgment to U.S. dollars using the exchange rate as of the valuation date, rejecting SD3's arguments for a different conversion date. View "Czechoslovak Group A.S. v. SARN SD3 LLC" on Justia Law

The case involves a dispute over the enforcement of a partnership agreement following the death of a partner. Mary Ann Caruso and her sons, Peter and John, formed a partnership in 1983 to operate Hays Land Company (HLC). After Mary Ann's death, Peter and John continued the business until John's death in 2003. John's wife, Geraldine, became the executrix of his estate. Peter did not exercise the buy-out provision in the partnership agreement after John's death, and he continued to operate HLC with Geraldine, who received 50% of the business proceeds.The Court of Common Pleas of Allegheny County initially granted summary judgment in favor of Sandra, Peter's daughter and executrix of his estate, ruling that the Dead Man’s Act precluded Geraldine from proving the partnership agreement's continued applicability. The Superior Court reversed, finding sufficient evidence that Peter and Geraldine intended to continue the partnership under the original agreement. On remand, the trial court ordered specific performance of the buy-out provision, which the Superior Court affirmed.The Supreme Court of Pennsylvania reviewed the case and concluded that Geraldine could not enforce the partnership agreement because she was neither an original party to the agreement nor a third-party beneficiary. The court found no evidence that Peter and Geraldine explicitly agreed to be bound by the original partnership agreement after John's death. The court emphasized that the formation of a new partnership between Peter and Geraldine did not automatically incorporate the terms of the original agreement. Consequently, the Supreme Court reversed the Superior Court's order, holding that Geraldine could not compel specific performance of the buy-out provision against Sandra. View "In Re: Estate of P. Caruso" on Justia Law

Cheryl Lynch, the owner of a residential property in San Clemente, California, engaged a general contractor for home improvement and repairs. The contractor hired Peter & Associates, Engineers, Geologists, Surveyors, Inc. (the Peter firm) to perform a geotechnical inspection of a footing trench. The Peter firm conducted a visual inspection and used a steel probe but did not perform subsurface exploration or laboratory testing. The footing later collapsed, causing significant damage to Lynch's home.Lynch filed a lawsuit in February 2021 against multiple parties, including the Peter firm, for breach of contract, nuisance, and negligence. The Peter firm moved for summary judgment, arguing it owed no duty of care to Lynch due to the lack of a direct contract. The Superior Court of Orange County granted the motion, heavily relying on the precedent set by Weseloh Family Ltd. Partnership v. K.L. Wessel Construction Co., Inc., which found no duty of care in the absence of privity.The Court of Appeal of the State of California, Fourth Appellate District, Division Three, reviewed the case. The court found that the Peter firm failed to meet its burden in the summary judgment motion. The court held that the firm owed a duty of care to Lynch, applying the Biakanja factors, which consider the extent to which the transaction was intended to affect the plaintiff, the foreseeability of harm, and other factors. The court also found that the trial court erred in dismissing Lynch's nuisance claim and in sustaining the Peter firm's evidentiary objections without proper basis.The Court of Appeal reversed the summary judgment and remanded the case to the trial court with instructions to deny the Peter firm's motion in its entirety. View "Lynch v. Peter & Associates" on Justia Law

The case involves a bid protest action initiated by Oak Grove Technologies, LLC against the United States Department of the Army's award of a contract to F3EA, Inc. The contract, known as SOF RAPTOR IV, was for procuring training services for special forces. Oak Grove, a competing bidder, alleged that the bidding process was flawed and that F3EA had an unfair advantage due to an organizational conflict of interest involving the chairperson of the Source Selection Evaluation Board (SSEB), RM.The Court of Federal Claims reviewed the case and agreed with Oak Grove, finding that the Army's evaluation process was flawed. The court enjoined the Army from proceeding with the contract award to F3EA and ordered the Army to either restart the procurement process or reopen it to accept revised proposals. The court also sanctioned the government for failing to include material evidence in the administrative record, which delayed the proceedings and increased costs for Oak Grove.The United States Court of Appeals for the Federal Circuit reviewed the case and vacated the judgment and injunction issued by the Court of Federal Claims. The appellate court held that Oak Grove had waived its argument that the Army was required to hold discussions with bidders, that F3EA was not required to include teaming agreements in its proposal, and that the Army's investigation into RM's alleged misconduct was adequate. The court also found that the Court of Federal Claims erred in determining that Lukos, another bidder, was financially irresponsible and ineligible for the contract. However, the appellate court affirmed the sanctions imposed on the government for failing to compile a complete administrative record. The case was remanded for further proceedings consistent with the appellate court's opinion. View "OAK GROVE TECHNOLOGIES, LLC v. US " on Justia Law

The case involves a dispute between Century Surety Company, acting as a subrogee of Triangle Engineering, L.P., and Colgate Operating, L.L.C. over the interpretation of a Master Services/Sales Agreement (MSA) and the insurance policies of the parties. Colgate, an oil well operator, and Triangle, an oilfield consultancy, entered into the MSA in April 2017, which included mutual indemnity provisions supported by liability insurance. Both parties purchased insurance, but Colgate's coverage was significantly higher than Triangle's. Following an accident involving a worker, Century, as Triangle’s subrogee, sought reimbursement from Colgate for a settlement payment.The United States District Court for the Western District of Texas granted summary judgment in favor of Colgate. The court rejected affidavits from Colgate’s vice president and Triangle’s sole member, which were intended to clarify the parties' intentions at the time of the MSA signing. The district court concluded that the MSA did not specify a ceiling for insurance coverage and applied the "lowest common denominator rule" from the Texas Supreme Court’s decision in Ken Petroleum Corp. v. Questor Drilling Corp., limiting Colgate’s indemnity obligation to $6 million, the amount of coverage Triangle had purchased.The United States Court of Appeals for the Fifth Circuit reviewed the case de novo and affirmed the district court’s judgment but on different grounds. The appellate court agreed that the district court correctly excluded the extrinsic evidence but found that the MSA itself provided both a floor and a ceiling of $5 million for mutual indemnity coverage. The court held that Colgate’s insurance policies did not alter this limit and that Colgate was not liable to Century beyond the $5 million specified in the MSA. Thus, the court affirmed the district court’s judgment in favor of Colgate. View "Century Surety Co. v. Colgate Operating" on Justia Law

Plaintiffs J.A. Masters Investments and K.G. Investments brought state-law claims of fraud and breach of contract against the defendant. The case was fully litigated in the United States District Court for the Southern District of Texas, which accepted jurisdiction based on the premise that the parties were citizens of different states under 28 U.S.C. § 1332(a)(1). However, the record only mentioned the residence of each party, not their citizenship, which is required to establish diversity jurisdiction.The district court conducted a five-day jury trial, and the jury rendered a verdict. Following the trial, the plaintiffs appealed to the United States Court of Appeals for the Fifth Circuit. Upon review, the Fifth Circuit identified a potential jurisdictional issue: the pleadings did not definitively establish the citizenship of each party, only their residency. The court requested a joint letter from the parties to address whether diversity jurisdiction existed. The parties insisted that jurisdiction was proper and even stipulated to facts they believed would confirm complete diversity. However, they failed to provide citations to the record establishing citizenship.The United States Court of Appeals for the Fifth Circuit found that the record did not adequately establish diversity jurisdiction. The court noted that citizenship and residence are not synonymous and that the parties had conflated the two. Given the incomplete record, the court decided to remand the case to the district court to allow the parties to supplement the record with the necessary jurisdictional facts. The court emphasized that without clear evidence of jurisdiction, any resolution would be nonbinding. The case was remanded for further proceedings to establish whether the parties are indeed citizens of different states, with the appellate panel retaining jurisdiction pending any further appeal. View "J.A. Masters Investments v. Beltramini" on Justia Law

A man sued his neighbors, claiming that an access road on their property caused flooding on his property. After settling with the neighbors and dismissing his claims with prejudice, he sued them again over continued flooding, alleging nuisance, trespass, intentional infliction of emotional distress (IIED), and breach of contract.The Superior Court of Alaska, Third Judicial District, granted summary judgment for the neighbors on the tort claims, citing res judicata, but allowed the breach of contract claim to proceed. After a bench trial, the court found the neighbors had breached the settlement agreement and awarded specific performance, consequential damages, and attorney’s fees, but denied punitive damages. The neighbors appealed the breach of contract ruling, and the man cross-appealed the dismissal of his tort claims and the denial of punitive damages.The Supreme Court of Alaska reversed the Superior Court’s ruling on the breach of contract claim, finding it was filed outside the three-year statute of limitations. The court held that the man was on inquiry notice of the breach when the driveway reconstruction was completed, as he observed defects at that time. The court affirmed the Superior Court’s decision that the tort claims were barred by res judicata, as they stemmed from the same transaction as the prior lawsuit. The court also upheld the denial of punitive damages, finding no evidence of egregious conduct by the neighbors.In summary, the Supreme Court of Alaska reversed the breach of contract ruling and associated awards, affirmed the dismissal of the tort claims under res judicata, and upheld the denial of punitive damages. View "Williams v. Strong" on Justia Law

Advanced Benefit Concepts, Inc. (ABC) filed a breach of contract lawsuit against Access Health, Inc., Preferred Care Services, Inc., and Blue Cross and Blue Shield of Alabama (collectively, Access Health). ABC alleged that Access Health failed to pay fees owed under an agreement where ABC helped Access Health secure a contract with the State of Louisiana’s Office of Group Benefits (OGB). Access Health countered that the contract was null and void because ABC did not register as a lobbyist as required by the Louisiana Executive Branch Lobbying Act.The district court ruled in favor of Access Health, declaring the contract void due to ABC’s failure to register as a lobbyist. The court granted Access Health’s motion for summary judgment, dismissing ABC’s breach of contract claim. ABC’s exceptions of lack of subject matter jurisdiction and prescription were overruled. ABC appealed the decision.The Louisiana Court of Appeal, First Circuit, reversed the district court’s decision, holding that the Board of Ethics had exclusive jurisdiction to determine the validity of the contract under the Lobbying Act. The appellate court concluded that the district court lacked subject matter jurisdiction to declare the contract void and reversed the summary judgment.The Supreme Court of Louisiana reviewed the case and reversed the appellate court’s decision. The Supreme Court held that the district court has subject matter jurisdiction to hear the contractual dispute, including the affirmative defense of nullity based on the Lobbying Act. The court emphasized that the Executive Branch Lobbying Act does not deprive the district court of jurisdiction and that the district court can consider whether the contract is an absolute nullity under Louisiana Civil Code article 2030. The case was remanded to the appellate court to consider the exception of prescription and the merits of the summary judgment motion. View "ADVANCED BENEFIT CONCEPTS, INC. VS. BLUE CROSS AND BLUE SHIELD OF ALABAMA" on Justia Law