Justia Contracts Opinion Summaries

The plaintiffs in this case appealed the grant of summary judgment upholding the validity of a bank's mortgage in real property that the plaintiffs had sold to a mortgagor in exchange for an interest in an investment account that turned out to be a Ponzi scheme. Plaintiffs filed an action against other parties to their transaction including the Bank of Commerce arguing, among other things, that they were entitled to rescind the sale of a portion of their property for lack or failure of consideration and mutual mistake ("They argue[d] that they did not receive any consideration because the . . . interest in their investment account with the Trigon Group turned out to be worthless. Mr. Harris testified that he 'assumed that was real money, which it later proved out not to be.'"). Finding no error in the district court's judgment, the Supreme Court affirmed the lower court. View "Harris v. Bank of Commerce" on Justia Law

In 2008, Harris N.A. loaned Acadia money on a revolving basis. Acadia is a limited liability company consisting of members of the Hershey family and three trusts. The loan was personally guaranteed by Loren Hershey, a managing member of Acadia. The amount of the loan was enlarged to $15.5 million, again guaranteed by Hershey. The agreement enlarging the loan amount required Acadia to reduce its principal debt to Harris to less than 35 percent of the value of Acadia’s assets by the end of each quarter and to make a principal payment of $3 million by January 31, 2009. By February 2009, Acadia had not made the $3 million principal payment and was in default. After granting additional time, Harris declared a default and filed suit to collect the debt from Acadia and to enforce Hershey’s guaranty. The district court granted summary judgment in favor of Harris as to all issues except the calculation of prejudgment interest. Acadia sought bankruptcy protection and its appeal has been stayed. The Seventh Circuit affirmed as to Hershey and, finding the appeal frivolous, imposed sanctions under FRAP 8. The court noted that there was no evidence of various promises Hershey claimed were made. View "Harris N.A. v. Acadia Invs. L.C." on Justia Law

Plaintiff (HOA) was a condominium owners' association that brought suit on its own behalf and on behalf of its members against various individuals and corporations seeking damages arising from the alleged defective development, negligent construction, and misleading marketing of a condominium complex. The complex consisted of dozens of units owned by members of the HOA. The circuit court granted Respondents' motion to join all unit owners, denied the HOA's motion for a protective order, and certified six questions to the Supreme Court. The Court answered only one of the questions, finding it unnecessary to address the remaining questions, holding (1) a unit owners' association is an adequate representative when a lawsuit is instituted by a unit owners' association on behalf of two or more unit owners pursuant to the Uniform Common Interest Ownership Act and the damages sought include unit specific damages affecting only individual units; and (2) this case should proceed in accordance with W. Va. Trial Court R. 26. View "Univ. Commons Riverside Home Owners Ass'n v. Univ. Commons Morgantown, LLC" on Justia Law

Respondents graduated from College's legal assisting program with associate degrees. Respondents filed a complaint against College, alleging that College induced Respondents to enroll in College's legal assisting program by verbally guaranteeing legal assistant jobs to Respondents after graduation. The jury found College engaged in both unconscionable and fraudulent inducement. The Supreme Court reversed, holding that the circuit court erred in granting relief to Respondents and denying College's motion for judgment as a matter of law, where (1) the circuit court erred in finding College violated the state Consumer Credit and Protection Act, and accordingly, Respondents did not have cognizable causes of action for unconscionability and inducement by unconscionable conduct pursuant to W. Va. Code 46A-2-121; (2) the circuit court erred in ruling that the agreement between the parties was unconscionable under the common law of contracts based on a lack of consideration; and (3) because the circuit court granted judgment as a matter of law on Respondents' fraudulent inducement claim on the basis that it was time-barred, Respondents did not have an equitable claim for fraudulent inducement, and therefore, the circuit court erred to the extent that it granted equitable relief to Respondents on the basis of fraudulent inducement. View "Mountain State Coll. v. Holsinger" on Justia Law

EB Acquisitions I (EB) entered into a written contract to purchase real property from DK Arena. The parties orally agreed to modify their contract for the sale of the property by extending the due diligence deadline. After the original due diligence period expired, EB attempted to terminate the contract of sale and sought a return of its deposit. DK Arena filed suit alleging breach of contract. EB asserted several counterclaims, including breach of contract. The trial court held in favor of EB on all claims, concluding that the oral agreement was valid and enforceable, notwithstanding the Statute of Frauds, under the doctrine of promissory estoppel. The court ruled that EB retained an unqualified right to terminate the contract and obtain the return of its deposit. The Supreme Court quashed the decision of the district court to the extent it was inconsistent with this opinion, holding that the district court applied an improper estoppel exception to the Statute of Frauds in express and direct conflict with the Court's decision in Tanenbaum v. Biscayne Osteopathic Hospital, Inc. Remanded. View "DK Arena, Inc. v. EB Acquisitions I, LLC" on Justia Law

Holline and William Parsons (Plaintiffs) were enrolled in Today's Option, a Medicare Advantage Plan sponsored by the Pyramid Life Insurance Company (Pyramid). After Plaintiffs were each disenrolled from their respective plans, they brought suit against Pyramid, asserting numerous state law claims. The circuit court granted Plaintiffs' motion for summary judgment in part declaring that the Medicare Act did not provide the exclusive remedy for Plaintiffs' claims in this case. Pyramid then moved for Ark. R. Civ. P. 54(b) certification and a stay pending appeal, requesting permission to file an interlocutory appeal on the issues of whether Plaintiffs' state-law claims arose under the Medicare Act and whether their claims, to the extent they did not arise under the Act, were expressly preempted by the Act. The circuit court certified this appeal pursuant to Rule 54(b). The Supreme Court dismissed the appeal without prejudice, holding that the finding supporting Rule 54(b) certification was in error. View "Pyramid Life Ins. Co. v. Parsons" on Justia Law

Four independent shippers, all located outside Arkansas, engaged Western Brokerage, a transportation broker in Arizona, to arrange for the transportation of produce from Arizona to Pennsylvania and New York. Western Brokerage requested carriers. Hotfoot, an Arkansas trucking company, agreed to transport multiple loads. Hotfoot engaged Freight Ambulance, an Arkansas company, to deliver the produce. After the delivery was made, Hotfoot unsuccessfully made a demand on Western Brokerage for the payment of the unpaid balance. Hotfoot subsequently filed an amended complaint against the four independent shippers and Western Brokerage for breach of contract. The Pulaski County circuit court granted Defendants' motions to dismiss for lack of personal jurisdiction. On appeal, Appellants limited their arguments to Shipping Point Marketing (SPM), one of the independent shippers, and SPM's president and the president of Western Brokerage (collectively, Appellees). The Supreme Court reversed and remanded, holding that questions of fact existed surrounding the personal jurisdiction of Appellees. View "Hotfoot Logistics LLC v. Shipping Point Mktg., Inc." on Justia Law

Circle D Contractors filed suit in district court to collect from the Bartletts money owed for the installation of a swimming pool. The district court ruled in favor of Circle D. The Barletts appealed. Circle D did not refile an additional complaint within thirty days, and the Barletts moved to dismiss Circle D's complaint as untimely. The circuit court dismissed the complaint, ruling that Circle D had failed to strictly comply with the requirements of District Court Rule 9 by failing to timely refile its complaint in circuit court. The Supreme Court reversed, holding (1) only substantial compliance with the rule that a plaintiff refile its complaint in circuit court is required; and (2) Circle D substantially complied with rule 9 because all of its pleadings that were previously filed in district court were filed in circuit court, albeit by the Bartletts, and moreover, Circle D also refiled its complaint in circuit court. Remanded. View "Circle D Contractors, Inc. v. Bartlett" on Justia Law

The trial court denied defendant Virginia College's motion to compel arbitration. Because the plaintiffs failed to allege sufficient facts to support a claim that they were fraudulently induced to agree to the arbitration provision, the Supreme Court reversed and remanded the case for further proceedings. View "Virginia College, LLC v. Blackmon" on Justia Law

Appellants Thomas and Vera Gladden appealed the trial court's order granting summary judgment to Respondent Palmetto Home Inspection Services, alleging the limit of liability provision in a home inspection contract was unenforceable as violative of public policy and as unconscionable under the facts of this case. Upon review, the Supreme Court concluded that contractual limitation of a home inspector's liability did not violate South Carolina public policy as expressed by the General Assembly and, as a matter of law, was not so oppressive that no reasonable person would make it and no fair and honest person would accept it. Accordingly, the Court affirmed the trial court's order granting summary judgment to the inspector. View "Gladden v. Palmetto Home Inspections" on Justia Law