Justia Contracts Opinion Summaries

This appeal centered on the legality of a Joint Powers Agreement (“JPA”) entered into in 2003 between the Independent Highway District (“IHD”) and the City of Sandpoint (“City”) to settle litigation between the two. The JPA provided for the City to assume control of all streets in the City and for IHD to pay over to the City all highway ad valorem taxes collected on property in the city limits. After the parties had operated under the JPA for ten years, IHD notified the City that, upon reflection, it had determined the JPA was legally void and that it would no longer pay its share of the property taxes to the City. The City filed suit against IHD for breach of contract and sought both a declaratory ruling that the JPA was valid and an order enjoining IHD from interfering with the City’s control of the streets within city limits. The district court ruled in favor of the City on summary judgment and granted attorney fees. IHD appealed. Finding that the JPA was void and unenforceable (violating Idaho Code section 67-2328), the Supreme Court reversed the trial court's judgment and remanded this case for for the trial court to unwind the relationship between the parties. View "City of Sandpoint v. Independent Hwy Dist" on Justia Law

Williams Alaska Petroleum owned the North Pole refinery until 2004. Williams knew that the then-unregulated chemical sulfolane was present in refinery property groundwater, but it did not know that the sulfolane had migrated off the refinery property via underground water flow. Flint Hills Resources Alaska bought the North Pole refinery from Williams in 2004 pursuant to a contract that contained detailed terms regarding environmental liabilities, indemnification, and damages caps. Almost immediately the Alaska Department of Environmental Conservation informed Flint Hills that sulfolane was to be a regulated chemical and that Flint Hills needed to find the source of the sulfolane in the groundwater. The Department contacted Flint Hills again in 2006. Flint Hills’s environmental contractor repeatedly warned Flint Hills that sulfolane could be leaving the refinery property and that more work was necessary to ascertain the extent of the problem. In 2008, Flint Hills drilled perimeter wells and discovered the sulfolane was migrating beyond its property and had contaminated drinking water in North Pole. A North Pole resident sued Flint Hills and Williams, and Flint Hills cross-claimed against Williams for indemnification. After extensive motion practice the superior court dismissed all of Flint Hills’s claims against Williams as time-barred. Flint Hills appealed. After review, the Supreme Court held that the superior court correctly applied the contract’s damages cap provision, but concluded that the court erred in finding Flint Hills’s contractual indemnification claims and part of its statutory claims were time-barred. The Court also affirmed the court’s dismissal of Flint Hills’s equitable claims. View "Flint Hills Resources Alaska, LLC v. Williams Alaska Petroleum, Inc." on Justia Law

Freddie Mac is a privately-owned, publicly-chartered financial services corporation, 12 U.S.C. 1452, created to provide stability in the secondary residential mortgage market. Piszel began working as the CFO of Freddie Mac in 2006. Piszel with a signing bonus of $5 million in Freddie Mac restricted stock units that would vest over four years, an annual salary of $650,000, and performance-based incentive compensation of $3 million a year in restricted stock. If terminated without cause, Piszel would receive a lump-sum cash payment of double his annual salary and certain restricted stock units would continue to vest. In 2008, facing Freddie Mac's potential collapse, Congress passed the Housing and Economic Recovery Act,12 U.S.C. 4511, establishing the FHFA as Freddie Mac's new primary regulator, with authority to disaffirm any contract, after which damages for the breach would be limited to “actual direct compensatory damages.” The Act contained a limit on “golden parachutes.” Piszel alleges that he was terminated without cause and Freddie Mac “refused to provide him with any of the benefits to which he was contractually entitled.” The Claims Court dismissed his allegations of an unconstitutional taking. The Federal Circuit affirmed, noting that Piszel’s breach of contract claim remains intact despite the legislation, particularly in light of Piszel’s assertion that his contract called for “deferred compensation,” rather than a golden parachute. View "Piszel v. United States" on Justia Law

For more than 40 years, participants in the Tennessee Valley Authority Retirement System (TVARS) received cost-of-living adjustments on top of their investment returns, pension benefits, and supplemental benefits. In 2009, with the system’s financial health in jeopardy, the TVARS board amended the rules that govern the system to cap or eliminate cost-of-living adjustments for the years 2010–2013, increase the eligibility age for cost-of-living adjustments, and lower the interest rate on a savings fund. The participants sued. None of their claims survived summary judgment. According to the district court, the plaintiffs did not have a private right of action to enforce the board’s compliance with the TVARS rules, and a Takings claim failed on the merits. The Sixth Circuit affirmed in part; cost-of-living adjustments are not vested, the agencies were also entitled to summary judgment on the merits of the claim that the board violated TVARS rules by reducing vested benefits. The court remanded remaining claims alleging violations of the TVARS rules because those claims are judicially reviewable in the context of this case. View "Duncan v. Muzyn" on Justia Law

Appellant City of Allentown (City) contracted with appellee A. Scott Enterprises, Inc. (ASE), to construct a new public road. After arsenic-contaminated soil was discovered at the worksite, the City suspended work on the project. Following testing, it was determined construction could resume if precautions were taken. Accordingly, the City instructed ASE to obtain revised permits and proceed with the project. However, the existing contract did not include terms regarding the potential for contaminated soil, despite the fact the City was aware there might be contamination prior to entering into the contract, and ASE declined to proceed, explaining it would incur substantial additional costs due to the contaminated soil. The parties made several attempts to reach an agreement in which ASE would continue the construction, but to no avail. Consequently, ASE sued the City to recover its losses on the project, alleged breach of contract, and sought compensation under theories of quantum meruit and unjust enrichment, as well as interest and a statutory penalty and fee award for violations of the prompt pay provisions of the Procurement Code. After a trial, a jury found the City breached its contract with ASE and also withheld payments in bad faith. In this discretionary appeal, the issue this case presented for the Supreme Court's review was whether an award of a statutory penalty and attorney fees under the prompt payment provisions of the Commonwealth’s Procurement Code was mandatory upon a finding of bad faith, irrespective of the statute’s permissive phrasing. The Court held such an award was not mandatory, and therefore reversed the order of the Commonwealth Court and remanded the case to the trial court for further proceedings. View "A. Scott Enterprises v. City of Allentown" on Justia Law

This case involved a written contract between a vendor and a state agency that contained form language stipulating that amendments had to be in writing and executed by the agency and the contractor. Appellant Georgia Department of Labor (DOL) entered into the contract in question with appellee RTT Associates, Inc. (RTT) to have some computer software developed for the agency. RTT asserted that the contract was extended by course of conduct as well as by certain internal writings created by the agency. By the terms of Georgia’s constitution, the state waived its sovereign immunity for breach of contract when it enters into a written contract. At issue was whether an agency’s waiver of immunity from a breach of contract claim as a result of entering into a written contract remained intact in the event the contract was extended without a written document signed by both parties expressly amending the contract, as required by its terms. The trial court concluded sovereign immunity was not waived beyond the required completion date of the contract, but the Court of Appeals reversed. The Supreme Court reversed the appellate court, finding RTT failed to complete its contractual obligations before the contract expired. "Even if the parties’ conduct after the expiration of the contract could be found to demonstrate an agreement between the parties to continue to perform under the original contract, as a matter of law neither that conduct nor the internal documents created by DOL after the contract expired establishes a written contract to do so. Without a written contract, the state’s sovereign immunity from a contract action is not waived." View "Georgia Dept. of Labor v. RTT Associates, Inc." on Justia Law

The Texas Optometry Act prohibits commercial retailers of ophthalmic goods from attempting to control the practice of optometry; authorizes the Optometry Board and the Attorney General to sue a violator for a civil penalty; and provides that “[a] person injured as a result of a violation . . . is entitled to the remedies. In 1992, Wal-Mart opened “Vision Centers” in its Texas retail stores, selling ophthalmic goods. Wal-Mart leased office space to optometrists. A typical lease required the optometrist to keep the office open at least 45 hours per week or pay liquidated damages. In 1995, the Board advised Wal-Mart that the requirement violated the Act. Wal-Mart dropped the requirement and changed its lease form, allowing the optometrist to insert hours of operation. In 1998, the Board opined that any commercial lease referencing an optometrist’s hours violated the Act; in 2003, the Board notified Wal-Mart that it violated the Act by informing optometrists that customers were requesting longer hours. Optometrists sued, alleging that during lease negotiations, Wal-Mart indicated what hours they should include in the lease and that they were pressured to work longer hours. They did not claim actual harm. A jury awarded civil penalties and attorney fees. The Fifth Circuit certified the question of whether such civil penalties, when sought by a private person, are exemplary damages limited by the Texas Civil Practice and Remedies Code Chapter 41. The Texas Supreme Court responded in the affirmative, noting that “the certified questions assume, perhaps incorrectly, that the Act authorizes recovery of civil penalties by a private person, rather than only by the Board or the Attorney General.” View "Wal-Mart Stores, Inc. v. Forte" on Justia Law

USA Tire Management Systems Inc. entered into a contract with Great Western Bank to “take title to, remove, and transport” tires and casings from a foreclosed property that a bank was attempting to sell. After an audit, the South Dakota Department of Revenue issued an assessment on the gross receipts USA Tire received from Great Western under their contract. USA Tire contested the assessment. The circuit court affirmed the assessment. USA Tire appealed, arguing that it was entitled to a trucking services tax exemption. The Supreme Court affirmed, holding that USA Tire did not meet its burden of proving that its services were exempt trucking services under S.D. Codified Laws 10-45-12.1. View "In re Sales Tax Liability of USA Tire Mgmt. Sys., Inc." on Justia Law

GA entered into a blanket purchase agreement (BPA 218), with the Department of Veterans Affairs (VA) in June 2011, to furnish trained service dogs for disabled veterans. A year later, the contracting officer sent an email questioning GA's performance. On August 31, 2012, the officer sent notice terminating BPA 218 for default and suspending open orders, informing GA that it had the right to appeal under the disputes clause of the contract. On December 21, 2012, GA sent a letter to the VA’s Rehabilitation Research & Development Service, arguing that it had fulfilled its duties and that the default termination should be converted to a termination for the convenience of the government. On February 28, 2013, GA sent the contracting officer a “formal demand.” On March 21, the officer sent a letter stating that she had received the claim but needed supporting documentation. GA began compiling documentation, but on May 3, the officer sent another letter, stating that she would not reconsider her decision, but that GA could appeal under 41 U.S.C. 7104(b). On January 7, 2014, GA filed suit. The Court of Federal Claims dismissed, finding the claim time-barred because, while the February 2013 letter qualified as a request for reconsideration, the officer did not reconsider, so the statute of limitations never tolled. The Federal Circuit reversed. The 12-month statutory appeal period did not begin to run until the officer rejected the request for reconsideration on May 3. View "Guardian Angels Med. Serv. Dogs, Inc. v. United States" on Justia Law

The California Department of Transportation (CalTrans) and Papich Construction Company, Inc. appealed a trial court’s issuance of a writ of mandate to vacate the award of a public works contract to Papich. DeSilva Gates Construction submitted the second-lowest bid (the first bidder was disqualified for a non-responsive bid), and included the names and description of work by all subcontractors slated to perform work exceeding one-half of one percent of the bid amount. DeSilva later sent a letter to CalTrans noting DeSilva had inadvertently supplied CalTrans with additional information on the subcontractor list "above and beyond what was required." DeSilva explained it had not listed "All Steel Fence" as a subcontractor in its bid because the value of the bid items it would perform was less than one-half of one percent of the bid and the information for All Steel Fence (submitted within 24 hours of the bid) was additional information that was not required. Papich challenged DeSilva’s bid as having changed the subcontractor list. CalTrans rejected DeSilva’s bid as nonresponsive. DeSilva protested CalTrans’s determination that its bid was nonresponsive and protested Papich’s bid. The trial court granted the writ on grounds CalTrans erroneously rejected DeSilva's bid, and erred by awarding the contract to Papich despite Papich’s failure to comply with a material requirement of the information for bids. On appeal, CalTrans and Papich argued DeSilva’s bid was nonresponsive. Appellants also argued CalTrans had discretion to waive Papich’s mistake in failing to acknowledge the addendum to the information for bids. After review, the Court of Appeal concluded the trial court did not err. DeSilva’s disclosure of a subcontractor performing work amounting to only one-tenth of one percent of the total value of the contract was not required by the Public Contract Code or CalTrans’s information for bids. The additional information was accurate, albeit unnecessary, and did not render DeSilva’s bid nonresponsive. By contrast, CalTrans initially declared Papich’s bid to be nonresponsive and then waived Papich’s mistake and determined the bid to be responsive. The Court concluded CalTrans abused its discretion by awarding Papich the contract. Accordingly, the Court affirmed the trial court’s issuance of the writ of mandate. View "DeSilva Gates Construction, LP v. Dept. of Transportation" on Justia Law