Justia Contracts Opinion Summaries

This dispute arose out of an employment contract between defendant and plaintiffs, his employer. After receiving a favorable judgment in a prior proceeding, defendant moved to dismiss plaintiffs' complaint in the present action on the basis of res judicata. Defendant also filed a motion requesting sanctions and attorney's fees. The district court granted the motion to dismiss but declined to impose sanctions or award attorney's fees. Both parties appealed. The court concluded that the district court properly decided the merits of defendant's res judicata defense on a motion to dismiss. On the merits, Count VI was barred by res judicata where the cause of action existed at the time of the first judgment and it occurred from the same transaction or occurrence. Finally, the court affirmed the district court's decision to deny sanctions and attorney's fees. View "C.H. Robinson Worldwide, Inc., et al v. Lobrano, Jr." on Justia Law

This case arose when Highland filed suit against Bank of America for breach of contract and promissory estoppel, alleging that the terms sought by Bank of America in a debt-trade agreement did not conform to the parties' oral agreement. Highland appealed the district court's dismissal under Rule 12(b)(6) of its claims for breach of contract and promissory estoppel. Because the court found that the district court was justified in dismissing Highland's promissory estoppel claim, but that it erred in dismissing Highland's breach of contract claim, the court affirmed in part, and reversed and remanded in part. View "Highland Capital Mgmt. LP v. Bank of America" on Justia Law

In this breach of contract case, defendant DHL Express (USA), Inc. ("DHL") appealed from a judgment on the pleadings for plaintiff C.A. Acquisition Newco LLC ("Newco"). The district court concluded that DHL had terminated the contract and awarded the $50,000 per month provided for in the contract in the event of a "termination." In total, the court entered final judgment for Newco in the amount of $413,333 plus interest. The First Circuit Court of Appeals vacated the judgment of the district court, holding that the contract was ambiguous as to whether DHL's actions constituted a termination under the contract. Remanded. View "C. A. Acquisition Newco, LLC v. DHL Express (USA), Inc." on Justia Law

GFK, a shipowner, appealed from the district court's dismissal of its action for declaratory judgment that it was not contractually bound to arbitrate a fuel agreement with AM, a marine fuel supply company. The court held that the district court properly exercised admiralty jurisdiction over the case even though plaintiff disclaimed the existence of any maritime contracts. However, concluding that the district court prematurely resolved disputed factual issues over whether the actual fuel purchaser had authority to bind GFK to the alleged contracts with AM, the court vacated the district court's judgment and remanded for further proceedings. View "Garanti Finansal Kiralama A.S. v. Aqua Marine and Trading Inc." on Justia Law

Appellant James Newman (husband) and appellee Judy Newman (wife) were married in May 2007. Just before their wedding, they executed a 20-page type-written prenuptial agreement to which they added a handwritten provision acknowledging "that there [were] certain ambiguities contained [within] the body of this document which each party agrees to clarify and re-write within 30 days of the date of execution hereof." Wife filed for divorce in 2011. After a hearing, the trial court granted wife's motion to enforce the prenuptial agreement and entered a judgment of divorce incorporating its terms. The Supreme Court granted husband's application for discretionary appeal and affirmed the trial court's judgment: "[i]n essence, husband argue[d] that any agreement the parties may have had was voided by the addition of the language indicating their belief that the agreement contained ambiguities and their intent to clarify such ambiguities. Because the language of the prenuptial agreement demonstrate[d] the parties reached a complete agreement regarding the disposition of property in the event their marriage ended in divorce, we conclude the trial court did not err by granting wife's motion to enforce the agreement and incorporating the agreement into the final divorce decree." View "Newman v. Newman" on Justia Law

Plaintiffs, owners of condominium units that were destroyed by Hurricane Katrina, sued defendants after defendants failed to complete construction of the rebuild. Plaintiffs appealed the district court's grant of summary judgment in favor of defendants, based on the district court's finding that the 24-month construction obligations in the Purchase Agreements were not illusory and, therefore, the parties' contracts were exempted from the Interstate Land Sales Full Disclosures Act (ILSA), 15 U.S.C. 1701, et seq. The court found that the language of the Purchase Agreements did not negate plaintiffs' abilities to seek damage and specific performance remedies. Accordingly, the court affirmed the district court's grant of summary judgment. View "Hillman, et al v. Loga, III, et al" on Justia Law

This litigation arose from the construction of a 143-unit condominium complex. Plaintiff Long Trail House Condominium Association appealed a trial court’s order granting summary judgment to defendant general contractor Engelberth Construction, Inc. on its complaint. The Association argued that the court erred in: (1) applying the economic loss rule to bar its negligence claim; and (2) dismissing its breach of implied warranty claim. Upon review of the trial court record, the Supreme Court affirmed, finding no error in the trial court's decision. View "Long Trail House Condominium Assoc. v. Engelberth Construction, Inc." on Justia Law

Defendants Robert Christy, Christy & Tessier, P.A., Debra Johnson, and Kathy Tremblay, appealed a superior court decision that rescinded a professional liability policy issued by Plaintiff Great American Insurance Company (GAIC), to the law firm of Christy & Tessier, P.A. Robert Christy (Christy) and Thomas Tessier (Tessier) were partners in the firm, practicing together for over forty-five years. In 1987, Frederick Jakobiec, M.D. (Jakobiec) retained Tessier to draft a will for him. In 2001, Jakobiec's mother, Beatrice Jakobiec (Beatrice), died intestate. Her two heirs were Jakobiec and his brother, Thaddeus Jakobiec (Thaddeus). Jakobiec asked Tessier, who was Beatrice's nephew, to handle the probate administration for his mother's estate. From 2002 through 2005, Tessier created false affidavits and powers of attorney, which he used to gain unauthorized access to estate accounts and assets belonging to Jakobiec and Thaddeus. Litigation ensued; two months after Tessier and Jakobiec entered into the settlement agreement, Christy executed a renewal application for professional liability coverage on behalf of the law firm. Question 6(a) on the renewal application asked: "After inquiry, is any lawyer aware of any claim, incident, act, error or omission in the last year that could result in a professional liability claim against any attorney of the Firm or a predecessor firm?" Christy's answer on behalf of the firm was "No." The trial court found that Christy's negative answer to the question in the renewal application was false "since Tessier at least knew of Dr. Jakobiec's claim against him in 2006." On appeal, the defendants argued that rescission was improper because: (1) Christy's answer to question 6(a) on the renewal application was objectively true; (2) rescission of the policy or denial of coverage would be substantially unfair to Christy and the other innocent insureds who neither knew nor could have known of Tessier's fraud; and (3) the alleged misrepresentation was made on a renewal application as opposed to an initial policy application. GAIC argued that rescission as to all insureds is the sole appropriate remedy given the material misrepresentations in the law firm's renewal application. Upon review, the Supreme Court held that the trial court erred as a matter of law in ruling that Tessier's knowledge is imputed to Christy and the other defendants thereby voiding the policy ab initio. The Court made no ruling, however, as to whether any of the defendants' conduct would result in non-coverage under the policy and remanded for further proceedings. View "Great American Insurance Company v. Christy" on Justia Law

Shirley Spencer and Christy Gee petitioned the Supreme Court for a writ of mandamus to direct the Greene Circuit Court to vacate its judgment granting the motion of K & K Excavating, LLC ("K & K"), to enforce a forum-selection clause and transferring the petitioners' action against K & K to the Tuscaloosa Circuit Court. In 2007, Spencer contracted with K & K for the installation of a septic system at the petitioners' house in Eutaw. The petitioners separately contracted with S. Boyd, Inc. ("Boyd"), to conduct the excavation work necessary to install the septic system. The contract between the parties included a forum-selection clause. When mediation of the case proved unsuccessful, the Greene Circuit Court ordered another pretrial conference to be held. K & K filed a reply brief in support of the transfer motion. The Greene Circuit Court ultimately entered an order granting the transfer motion as to K & K and severing the petitioners' claims against K & K from those asserted against the Boyd defendants; the Greene Circuit Court denied the transfer motion as to the Boyd defendants. The petitioners did not challenge the validity of the forum selection clause. Instead, the petitioners argued only that K & K waived its right to enforce the forum-selection clause "by defending the lawsuit in Greene County for two years, through multiple pretrial conferences and completion of party discovery." The Supreme Court agreed. Under the facts of this case, K & K's substantial invocation of the litigation process in Greene County clearly evinced its intention to abandon its right to enforce the forum-selection clause in favor of the judicial process. Therefore, the Court granted the petition and directed the trial court to vacate its order granting the transfer motion. View "Spencer v. S. Boyd, Inc." on Justia Law

In this appeal, the issue before the Supreme Court was whether a contractor's bid was responsive to the Delaware Department of Transportation's (DelDOT) Request for Proposals (RFP). The contractor's bid did not include required paint certifications. In addition, the bid reflected the contractor's plan to use new steel beams, rather than refurbish the existing ones, as required by the RFP. The contractor chose to submit a bid that did not conform to the project specifications. The Supreme Court concluded that the contractor therefore did so at its own risk. DelDOT's decision that the bid was non-responsive was not arbitrary or capricious. Accordingly, the Court affirmed the trial court's entry of summary judgment in DelDOT's favor. View "Julian v. Delaware Dep't. of Transportation" on Justia Law