Justia Contracts Opinion Summaries

The Supreme Court reversed the judgment of the court of appeals concluding that B.E.B. Properties reserved the right to receive future rental payments for leased land underneath a cell tower when it conveyed the property, holding that the deed did not contain such a reservation.B.E.B. Properties leased a portion of commercial property it owned to a cellular telephone company, and a cellular tower was erected on the site. B.E.B. subsequently sold the property to Keith Baker and Joseph Cyvas. Thereafter, two of the general partners in B.E.B. sold their interests in the partnership to Bruce and Sheila Bird, who believed this transaction included the assignment of the right to receive rental payments for the tower. When LRC Realty, Inc. acquired the property it sought a declaratory judgment that it was entitled to the annual rental payments. The trial court granted summary judgment for LRC Realty. The court of appeals reversed, concluding that the Birds were entitled to rental payments based on the language contained in the deed transferring the property from B.E.B. to Baker and Cyvas. The Supreme Court reversed, holding (1) absent a reservation in the deed conveying the property, the right to receive rents runs with the land; and (2) the deed here did not create such a reservation. View "LRC Realty, Inc. v. B.E.B. Properties" on Justia Law

Shadow Industries, LLP, appealed a district court judgment dismissing its eviction action and holding the tenants David and Chris Hoffman had timely exercised their option to extend the term of the parties’ lease agreement. Shadow argued the district court erred in finding the parties’ lease agreement to be ambiguous, finding the option to extend the lease expired on February 1, 2019, and finding the Hoffmans timely exercised their option to extend the lease. The North Dakota Supreme Court found the district court’s interpretation of the lease as having ambiguity as to when the lease terminated was premised upon the court’s observation that “[w]hen ‘crop years’ end and begin is undefined.” To this, the Supreme Court disagreed that the lease was ambiguous and failed to define the end of the lease. The Supreme Court found the lease terminated at the end of the 2018 crop year. "While determining when the end of the 2018 crop year occurred may be a question of fact, the term is not ambiguous simply because it requires a future event or contingency." There was testimony that the crop year ended no later than October 2018; following the harvesting of their crops and still in 2018, the Hoffmans deep ripped the land, tilled to create fall bedding, and applied fertilizer to prepare for the 2019 crop year. "On the basis of these facts, and the absence of any contrary facts in the record, we conclude as a matter of law the 2018 crop year ended and the lease terminated in 2018." Because the facts of this case compelled a finding the 2018 crop year ended in 2018 and the lease terminated at the end of the 2018 crop year, the Court found the exercise of the option in January 2019 was not timely and the lease terminated. It therefore reversed judgment and remanded for further proceedings. View "Shadow Industries, LLP v. Hoffman, et al." on Justia Law

In this commercial forcible entry and detainer action brought by 20 Thames Street LLC and 122 PTIP LLC (collectively, 20 Thames) the Supreme Judicial Court affirmed the judgment of the superior court concluding that the district court lacked subject matter jurisdiction to award lease-based attorney fees upon finding for Ocean State Job Lot of Maine 2017, LLC, holding that the superior court did not err.Ocean State rented a commercial retail space from 20 Thames. 20 Thames later filed its compliant for forcible entry and detainer, alleging that Ocean State breached the terms of its lease. The business and consumer docket found in favor of Ocean State. The court awarded Ocean State costs and $206,076 in attorney fees based on a provision in the lease. The superior route affirmed the judgment for Ocean State but vacated the attorney fee award, concluding that the district court lacked jurisdiction to award lease-based attorney fees. The Supreme Judicial Court affirmed, holding that Me. Rev. Stat. 14, 6017 did not provide authority for the district court to award lease-based attorney fees. View "20 Thames Street LLC v. Ocean State Job Lot of Maine 2017, LLC" on Justia Law

In this commercial landlord-tenant dispute the Supreme Court affirmed in part and vacated in part the judgment of the intermediate court of appeals (ICA) vacating the circuit court's judgment finding that Tenant was not entitled to damages and that Tenant's claims for equitable relief were moot, holding that the ICA erred in two of its holdings.Landlords performed a self-help eviction after Tenant allegedly breached the lease. Tenant filed this complaint alleging violations of Haw. Rev. Stat. 654-1, 480-2, 480-13, and 480-13.5, and intentional infliction of emotional distress and requesting injunctive relief and damages. The circuit court concluded that Tenant was not entitled to damages because two of the breaches were material and that Tenant's equitable relief claims, including a claim for replevin seeking access to his personal property, were moot. The ICA vacated the circuit court's judgment. The Supreme Court vacated the ICA's judgment in part, holding that the ICA (1) correctly found that the breaches were not material; (2) should not have analyzed the merits of the replevin claim because Tenant had already retrieved his personal property at the time of trial; and (3) misapplied the law of equitable relief because all the equitable claims were moot. View "Kahawaiolaa v. Hawaiian Sun Investments, Inc." on Justia Law

Expo Properties owns an office complex in which they leased to Experient. When the lease term ended, the parties dispute the condition the premises should be in when defendant vacated, and who should pay for any work to put the premises into that condition.The Fourth Circuit affirmed the district court's grant of summary judgment to Experient, holding that the Estoppel Certificate did not satisfy the requirements of Maryland contract law for modification of a contract. Therefore, contrary to Expo Properties' contention, the Estoppel Certificate did not modify the Lease under Maryland law. Furthermore, the Lease unambiguously does not allocate all costs for all maintenance and repairs, no matter what, to the tenant. Consequently, the district court properly held that Expo Properties' parol evidence was inadmissible. View "Expo Properties, LLC v. Experient, Inc." on Justia Law

Big Pines, LLC, appealed from a district court order denying its “Motion for Award of Attorneys’ Fees and Costs.” Phoenix M.D., L.L.C., as landlord, entered into a lease agreement for real property with Biron D. Baker Family Medicine PC, as tenant, on May 3, 2011. The lease began on June 15, 2011, and ended on June 14, 2016. At the same time the lease was entered, Biron Baker signed a personal guaranty agreement making him personally liable for a breach of the terms of the lease. Under the guaranty, the landlord was also entitled to recover “all costs and attorneys’ fees incurred in attempting to realize upon [the guaranty].” In August 2016, Big Pines, LLC purchased the property formerly leased by Baker Medicine from Phoenix. The guaranty agreement was not specifically mentioned in the assignment agreement. However, the assignment stated a copy of the “Lease Agreement” was attached to the assignment as “Exhibit A.” In March 2017, Big Pines contacted Baker regarding damages to the property in violation of the terms of the lease that resulted from Baker Medicine’s tenancy. Baker denied any responsibility and refused to pay for the alleged damages. Big Pines filed suit against Baker and Baker Medicine in February 2018 claiming the property damages resulted from Baker Medicine’s tenancy and were in violation of the terms of the lease. The case proceeded to trial, and at trial a jury found Baker and Baker Medicine liable for breaching the terms of the lease and awarded $18,750.00 in damages to Big Pines. Big Pines filed a post-trial motion under N.D.R.Civ.P. 54(e)(3) requesting the district court award Big Pines its attorney’s fees for having to bring suit against Baker and Baker Medicine for breaching the terms of the lease. Finding that the district court erred in interpreting the lease and guaranty as separate agreements, the North Dakota Supreme Court reversed the district court which denied the attorneys' fees. View "Big Pines v. Baker, et al." on Justia Law

Hong, the president of ENA, sought to open a restaurant with a license to serve beer and wine in a building owned by 524 Union, which had housed restaurants for many years. After leasing the premises, ENA was unable to open because the San Francisco Planning Department determined that an existing conditional use authorization for the property was no longer effective and a new one could not be granted. ENA sued the lessors, claiming false representations and failure to disclose material facts regarding the problems with the conditional use authorization. A jury awarded ENA compensatory and punitive damages. The court of appeal held that the jury’s verdict on liability, including liability for punitive damages, is supported by substantial evidence. Hong’s testimony was substantial evidence supporting the jury’s verdict. Additional support was provided by evidence of email correspondence around the time Hong entered the lease. The trial court employed an improper procedural mechanism in reducing the amount of the punitive damages award but the jury award was unsupported and Hong effectively stipulated to the reduced amount. View "ENA North Beach, Inc. v. 524 Union Street" on Justia Law

This appeal stemmed from an unlawful-detainer and breach-of-contract action filed by Caldwell Land and Cattle, LLC, (“CLC”) after purchasing a building where the holdover tenant, Johnson Thermal Systems (“JTS”), asserted a right to remain on the property. The dispute centered on the interpretation of a lease between JTS and the original property owner which granted JTS an option to extend the lease. JTS contended it properly exercised the option; CLC contends JTS did not. The district court held that JTS failed to exercise the option and thus became a holdover tenant. The court further held that when JTS did not vacate within the proper timeframe, JTS unlawfully detained the premises and was liable for the ensuing damages. JTS appealed, but finding no reversible error, the Idaho Supreme Court affirmed. The district court’s amended final judgment and its order of attorney’s fees was remanded, however, for reentry of damages consistent with the Supreme Court’s opinion , and for reconsideration of attorney’s fees. View "Caldwell Land & Cattle v. Johnson Thermal" on Justia Law

Magic City Capital, LLC ("Magic City"), appealed the grant of summary judgment entered by the Madison Circuit Court in favor of Twickenham Place Partners, LLC ("Twickenham"). Because the Alabama Supreme Court determined events that occurred during the trial-court proceedings rendered the action moot and the trial court, therefore, was divested of subject-matter jurisdiction, the Supreme Court dismissed the appeal. View "Magic City Capital, LLC v. Twickenham Place Partners, LLC" on Justia Law

Federico Garcia, president of Mama Kio’s, entered into an agreement with Total Merchant Services (TMS) for credit-card financial services for the restaurant. Two months after opening Mama Kio’s, Garcia noticed that the bank deposits through TMS were considerably less than expected. TMS later discovered the cause was an improper code in its software that had failed to collect the tips authorized by the customers. The missing tips totaled approximately $14,000. TMS attempted to remedy the error by running the credit cards again for the uncharged tip amounts. However, the customers were charged not only for the uncollected tips but also for the entire charged amounts. More than three thousand customers’ transactions were double and/or triple billed, resulting in more than $400,000 taken from Mama Kio’s customers’ accounts. Mama Kio’s worked with the credit-card companies for more than a month to repair and mitigate the damages. Mama Kio’s was forced to close its restaurant for lack of customers. LAGB, LLC, a commercial landlord, filed suit against Mama Kio’s for breach of its lease contract and sought damages for rent, insurance, taxes, and capital improvements. LAGB also sued the companies that provided credit-card processing services to Mama Kio’s, alleging that the negligence of the credit-card processing companies caused Mama Kio’s to breach its lease with LAGB. Mama Kio’s filed a cross-claim against the credit-card processing companies, alleging misrepresentations and tortious interference with its business. The credit-card processing companies filed motions compelling LAGB and Mama Kio’s to arbitrate. The trial court granted the motions. The Mississippi Supreme Court determined that while the trial court did not err by compelling Mama Kio’s to arbitrate its cross-claims, it did err by compelling LAGB to arbitrate its claims. View "LAGB, LLC v. Total Merchant Services, Inc." on Justia Law