Justia Contracts Opinion Summaries

This action arose from a bidding dispute between Bidder and Owner over a contract to install rubber flooring for a renovation project. Bidder filed a complaint against Owner, alleging that the biding specifications were ambiguous, the bidding process was unfair, and that Owner improperly imposed a sole source specification in violation of law. Bidder also sought recovery of attorneys' fees incurred in bringing this action. Later, Owner withdrew the solicitation, rendering Bidder's complaint moot. The parties subsequently filed cross-motions for summary judgment on Bidder's request for attorneys' fees. The Court of Chancery granted Owner's motion for summary judgment, holding that Bidder failed to demonstrate that Owner's conduct warranted an award of attorneys' fees and expenses. View "Marra v. Brandywine Sch. Dist." on Justia Law

Defendant entered into an oral agreement with his sister, Defendant, for the bailment of farm animals and farm equipment on her land. After their cooperative effort to breed horses broke down, Defendant sold her farm and the horses. Plaintiff subsequently retrieved most of his equipment from the farm and sued Defendant for conversion and breach of the bailment contract. Defendant counterclaimed for the expenses of maintaining the equipment and caring for the horses. The district court awarded no damages. The court of appeals affirmed the rulings against Plaintiff but found the district court erred in denying sanctions against Plaintiff. The Supreme Court reversed in part, holding (1) Plaintiffs' action in tort was not barred by the statute of limitations; (2) the district court erred by rejecting Plaintiff's claim for conversion; (3) the court of appeals correctly found that the district court abused its discretion by refusing to award attorney fees as a sanction, but the question of attorney fees was remanded to the district court for determining the amount of fees to be awarded. View "Schoenholz v. Hinzman" on Justia Law

This matter was before the Supreme Court on a motion for reconsideration filed by Appellant, Acordia of Ohio, LLC (the LLC). The Supreme Court granted the motion. In Acordia I, the Court affirmed the judgment of the court of appeals, concluding that while the noncompete agreements of employees (Appellees), who were originally employed by a contracting employer, transferred by operation of law following merger with the LLC, the language found in those agreements precluded the LLC from enforcing them as if it had stepped into the shoes of the original contracting employer. Upon reconsideration, the Supreme Court reversed the court of appeals, holding (1) the language in Acordia I stating that the LLC could not enforce the employees noncompete agreements as if it had stepped into the original contracting company's shoes was erroneous; and (2) the LLC here may enforce the noncompete agreements as if it had stepped into the shoes of the original contracting companies, provided that the noncompete agreements are reasonable under the circumstances of this case. View "Acordia of Ohio, LLC v. Fishel" on Justia Law

Leete & Lemieux (L&L) filed a four-count complaint against Appellant for failure to pay $10,917 for legal services rendered, plus accrued interest. The district court stayed the action until resolution by a panel of the fee arbitration commission upon a motion by Appellant. A fee arbitration panel determined that Appellant owed L&L the full amount of the unpaid fees charged, plus interest. The district court confirmed the award. Appellant appealed, asserting that the panel and the district court erred in declining to consider his claim that the statute of limitations barred L&L's recovery of fees. The Supreme Court affirmed, holding that the district court did not err in confirming the arbitration award, as (1) Defendant could have asserted the statute-of-limitations affirmative defense in his request to stay the matter pending arbitration and asked to have had that issue decided by the court prior to arbitration; and (2) therefore, Appellant was estopped from asserting a statute-of-limitations defense at this stage in the proceedings. View "Leete & Lemieux, P.A. v. Horowitz" on Justia Law

Appellant Voltage Vehicles appealed an order of the Arkansas Motor Vehicle Commission directing Voltage to repurchase six 2008 electric vehicles from two Arkansas dealers (collectively referred to as "Rainbow"). The order stemmed from a safety recall issued by Voltage regarding its vehicles, Rainbow's subsequent letter to Voltage and to the Commission notifying them of its desire to terminate the licensing agreement, and Voltage's refusal to repurchase the six vehicles Rainbow purchased from Voltage. The circuit court affirmed the Commission's order. Voltage appealed, arguing that the buy-back provisions of the Arkansas Motor Vehicle Commission Act did not require it to repurchase the vehicles in Rainbow's inventory because they were not for the "current model year and one year prior model year." The Supreme Court reversed, holding that because the Commission failed in its obligation to make sufficient findings of fact relevant to the contested issued of what constituted the current model year, the Court could not determine whether the Commission resolved that issue in conformity with the law. Remanded to make findings based on the correct termination date. View "Voltage Vehicles v. Ark. Motor Vehicle Comm'n" on Justia Law

At issue in the underlying case was the discharge of by Defendant of the law firm Harrill & Sutter and what attorneys' fees were owed following that discharge. The circuit court ruled that Defendant discharged Harrill for cause and that, as a result, Harrill was entitled to a fee based only on quantum-meruit recovery and not the parties' fee agreement. The Supreme Court affirmed the circuit court's award in quantum-meruit recovery but reversed the circuit court's ruling denying Defendant's request for attorneys' fees on the basis that the circuit court had provided no findings in support of its denial of such fees. On remand, the circuit court found that Defendant was the prevailing party under Arkansas law and granted her attorneys' fees. The Supreme Court reversed and remanded on the issue of attorneys' fees, holding (1) the circuit court did not abuse its discretion in finding that Defendant was the prevailing party; but (2) the fee award was not reasonable. View "Harrill & Sutter P.L.L.C. v. Kosin" on Justia Law

After Mississippi Farm Bureau Casualty Insurance Co. (Farm Bureau) delayed payment of Robert Fulton's uninsured-motorist benefits, Fulton sued. The jury found Farm Bureau negligent for failing to timely investigate and pay Fulton's claim, awarding Fulton $10,000 in extracontractual damages. The jury did not find that Farm Bureau acted grossly negligent, reckless, or in bad faith and awarded no punitive damages. Following the jury's verdict, Fulton filed a post-judgment motion to amend, seeking $120,773 in attorney’s fees and expenses. The circuit court denied the motion, analyzing it under Mississippi Rule of Civil Procedure 59(e) and finding that Fulton had not shown reason to amend. Fulton appealed the denial of his motion, arguing that attorney's fees were collateral to the final judgment and outside the scope of Rule 59(e). The Court of Appeals agreed and reversed the circuit court, holding that the court at least should have considered awarding them. Upon review, the Supreme Court found that the Court of Appeals erred in classifying attorney’s fees as "collateral." Fulton had no post-judgment right to attorney's fees because the jury did not award punitive damages, and neither a statutory nor a contractual provision authorizes such fees. The circuit court, by properly applying a Rule 59(e) analysis, did not abuse its discretion in denying Fulton’s motion. Therefore, the Court reversed the Court of Appeals and reinstated and affirmed the circuit court's decision. View "Fulton v. Mississippi Farm Bureau Casualty Ins. Co. " on Justia Law

At issue in this dispute over a mortgage was whether statutes of limitations apply to actions for declaratory judgment. The court of appeals reversed in part the district court's grant of summary judgment to Defendant based on the applicable statute of limitations, holding that to the extent Plaintiff's complaint sought declaratory relief, it was not barred by the statute of limitations. The Supreme Court reversed, holding that because the Uniform Declaratory Judgments Act is a procedural device through which parties may vindicate substantive legal rights, an action for declaratory judgment is barred by an applicable statute of limitations to the same extent that the same cause of action would be barred in a nondeclaratory proceeding. Remanded. View "Weavewood, Inc. v. S & P Home Invs., LLC" on Justia Law

This appeal arose out of a contract dispute between Costco and Leadsinger, a company that sold karaoke systems. Ipcon is the successor-in-interest to Leadsinger. On appeal, the court affirmed the district court's judgment granting Costco's motion to dismiss because Ipcon's claim - that Costco never intended to honor the relevant sales contracts - was a claim for fraud in the inducement, and thus - under the terms of the contracts and the Federal Arbitration Act, 9 U.S.C. 1 et seq. - must be considered by an arbitrator and not a district court. Because a district court has broad discretion both in finding whether a party had violated Federal Rule of Civil Procedure 11 and in deciding whether to impose sanctions, the court affirmed the district court's denial of Rule 11 sanctions. The court also denied Costco's motion for sanctions under Federal Rule of Appellate Procedure 38. View "Ipcon Collections LLC v. Costco Wholesale Corp." on Justia Law

After a dispute resulting in a call for the resignation of several members of the Hockessin Community Center's board of directors, the Center filed a complaint seeking a determination of the lawful board of the Center. The complaint also sought damages and equitable relief under theories of breach of contract, breach of fiduciary duty, and secondary liability, based on Defendants' status as directors. The Court of Chancery named the lawful members of the board and the board president in its opinion, concluding (1) the disputed directors did not disqualify themselves and cease to be directors by failing to attend three board meetings in a row; (2) the disputed directors were not validly removed pursuant to a director-removal right in an agreement; (3) several of the defendant directors did not resign from the board; (4) although the Center failed to follow corporate formalities when adding certain directors, the directors validly served on the board as de facto directors; (5) a resolution adding five other non-defendants to the board was invalid; and (6) the actions taken at meetings at which the disputed directors reconstituted the board were partially valid. View "Hockessin Cmty. Ctr., Inc. v. Swift " on Justia Law