Justia Contracts Opinion Summaries

Plaintiff, the former president and chief operating officer of PortfolioScope, Inc., brought suit against Portfolio and two individual defendants alleging, among other claims, breach of contract, violation of Mass. Gen. Laws ch. 93A, tortious interference with Plaintiff’s contractual rights, and fraudulent transfers pursuant to the Uniform Fraudulent Transfer Act. After a bench trial, the judge rendered judgment in favor of Plaintiff. Defendants argued on appeal that the judge erred in her interpretation of an agreement and an amendment, as well as in her analysis of secured transaction principles, and that the errors affected the entire disposition of the case. The Supreme Judicial Court affirmed the judgment of the superior court in almost all respects, holding that any error in the judge’s interpretation of the amendment affected only Plaintiff’s claim for conversion. View "Weiler v. PortfolioScope, Inc." on Justia Law

Plaintiff purchased a new vehicle from Dealer that was subject to Manufacturer’s limited warranty. Plaintiff later filed a complaint against Manufacturer and Dealer (together, Defendants), alleging that the vehicle was defective and that Defendants failed to repair or remedy the defects under the warranty. Dealer demanded that Manufacturer reimburse Dealer for the attorney’s fees it incurred in defending against Plaintiff’s claims and indemnification for and liability incurred. Plaintiffs claims against Defendants were disposed of through summary judgment and voluntary dismissal. The judge also found that Dealer was not entitled to indemnificationt. The Supreme Judicial Court affirmed, holding that because Plaintiff’s allegations alleged the fault or negligence of both Manufacturer and Dealer, Manufacturer did not have a duty to defend under Mass. Gen. Laws ch. 93B, 8(a). View "Ferreira v. Chrysler Group LLC" on Justia Law

Defendants and Plaintiff executed a purchase and sale agreement under which Defendants agreed to sell real property to Plaintiff. Later, Defendants’ attorney (“Attorney”) falsely told Plaintiffs that Defendants had received a higher offer for the property and to calculate its liquidated damages. Later, due to Attorney’s withholding of information before the closing, the parties were unable to close the sale. Plaintiff filed suit for specific performance. The superior court judge concluded that Defendants anticipatorily repudiated the agreement and that Attorney’s attempt to “scuttle the deal” at closing constituted an actual breach of the implied covenant of good faith and fair dealing. As a result, the court allowed Plaintiff to choose either compensatory damages, as provided by the agreement, or specific performance. Plaintiff elected to receive compensatory damages. Defendants appealed, contending that they did not commit an actual breach, and therefore, monetary damages were not available. The Supreme Court affirmed, holding that the trial judge did not err finding of an actual breach by Defendants, and therefore, the judge’s decision offering Plaintiff a choice of remedy was proper. View "K.G.M. Custom Homes, Inc. v. Prosky" on Justia Law

Selmark Associates, Inc. and Marathon Sales, Ltd. were closely held Massachusetts corporations that operated manufacturer’s representative companies. In 2001, Evan Ehrlich entered into a series of written agreements providing for the gradual sale of Marathon to Selmark and Ehrlich. Ehrlich subsequently became an employee and minority shareholder of Marathon. After Marathon and Selmark’s then-sole shareholder, David Elofson, terminated Ehrlich’s employment with Marathon, Ehrlich took a job with Tiger Electronics, a competing manufacturer’s representative company, where Ehrlich attempted to solicit several Marathon principals’ business. In 2008, Selmark and Marathon filed a breach of fiduciary complaint against Ehrlich. In response, Ehrlich asserted several counterclaims against Selmark, Marathon, and Elofson. The fury found (1) Ehrlich breached his fiduciary duties to Marathon by soliciting and acquiring Marathon principals for Tiger; (2) Selmark and Elofson committed a breach of contract to Ehrlich and breached their fiduciary duties to Ehrlich; and (3) all the Selmark parties engaged in unfair or deceptive acts or practices. The Supreme Judicial Court (1) affirmed the jury verdict in favor of Selmark and Marathon on their breach of fiduciary duty claim against Ehrlich; (2) affirmed the verdict in favor of Ehrlich on his breach of fiduciary duty counterclaim against Selmark and Elofson; (3) concluded that Ehrlich was entitled to recover on his breach of contract counterclaim but vacated the award of damages and remanded for a new trial on the issue of contractual damages; and (4) concluded that Ehrlich was not entitled to recover under Mass. Gen. Laws ch. 93A. View "Selmark Assocs., Inc. v. Ehrlich" on Justia Law

When Rita Licata was transferred to a nursing facility operated by Defendant Rita’s son Salvatore signed an agreement with the facility to arbitrate disputes arising from Rita’s stay at the facility. Salvatore signed the agreement in the space provided for the resident’s “authorized representative.” Rita suffered personal injuries at the nursing facility resulting in her death. Salvator filed a complaint as administrator of Rita’s estate against Defendant for, inter alia, wrongful death and negligence. Defendant filed a motion to dismiss the complaint and to compel arbitration. The motion judge denied the motion, concluding that Salvatore lacked authority to execute the arbitration agreement on Rita’s behalf. The Supreme Court affirmed, holding (1) Salvatore lacked authority to execute the agreement on Rita’s behalf; and (2) the arbitration agreement did not otherwise bind Rita’s estate. View "Licata v. GGNSC Malden Dexter LLC" on Justia Law

Barbara Johnson, in her capacity as her husband Dalton’s health care agent, signed an agreement with a nursing facility to arbitrate disputes arising from Dalton’s stay at the facility. While a resident of the facility, Dalton suffered burns and later died. The administrators of Dalton’s estate, filed a complaint against nursing home defendants and others, arguing that Barbara, as Dalton’s health care agent, did not have the authority to execute the arbitration agreement on his behalf. A superior court judge entered an order compelling mediation or arbitration. The Supreme Court vacated the order of the superior court, holding that a health care agent’s decision to enter into an arbitration agreement is not a health care decision under the health care proxy statute, and therefore, an agreement to arbitrate all claims arising out of a principal’s stay in a nursing facility does not bind the principal where the agreement was entered into solely by a health care agent under the authority of a health care proxy. View "Johnson v. Kindred Healthcare, Inc." on Justia Law

Karl McGhee, a financial advisor at LPL Financial, acted as financial planner for Plaintiff. Plaintiff filed a complaint against McGhee and LPL, asserting claims for, inter alia, violations of Mass. Gen. Laws ch. 93A. Defendants moved for an order compelling the parties to proceed to arbitration due to an arbitration agreement signed by Plaintiff. The motion judge denied the motion, concluding that none of Plaintiff's claims could be compelled to arbitration because claimants under chapter 93A, section 9 are not required to submit to arbitration. The Supreme Court reversed, holding (1) claims alleging an unfair or deceptive trade practice in violation of chapter 93A, section 9 must be referred to arbitration where the contract involves interstate commerce and the agreement is enforceable under the Federal Arbitration Act (FAA); and (2) because Plaintiff and Defendants in this case entered into a valid contract whereby they agreed to settle all controversies related to Plaintiff's financial account by arbitration, and because the arbitration agreement was governed by the FAA, Defendants as a matter of law were entitled under the FAA to a stay of judicial proceedings and an order compelling arbitration. Remanded. View "McInnes v. LPL Fin., LLC" on Justia Law

Plaintiff filed suit against Defendants for failing to pay compensation he alleged was owed to him under an employment contract. The complaint asserted claims for, inter alia, breach of contract and violations of the Wage Act. The superior court dismissed all but Plaintiff's claim under the Wage Act, concluding that the Wage Act was the exclusive remedy for the recovery of unpaid claims, thereby preempting Plaintiff's common-law claims. The Supreme Court reversed, holding that the legislature did not intend the Wage Act to be the exclusive remedy for the recovery of unpaid wages, and therefore, Plaintiff's common-law claims should not have been dismissed. Remanded. View "Lipsitt v. Plaud" on Justia Law

The City of Boston transferred a Boston police sergeant who served as a union representative due to what the City said were ongoing concerns about the officer's supervisory authority. The Boston Police Superior Officers Federation (union) sought to enforce a provision of its collective bargaining agreement (CBA) with the City, which prohibited the involuntary transfer of certain union representatives between stations or assignments. A grievance arbitrator concluded that the City had violated the CBA and awarded the officer damages and reinstatement to his original position. The superior court confirmed the award. The Supreme Court vacated the superior court's judgment and remanded the case for judgment vacating the award, holding that the arbitrator exceeded his authority in invalidating the officer's transfer, where assignment and transfer of officers within the Boston police department are nondelegable statutory powers of the Boston police commissioner. View "City of Boston v. Boston Police Superior Officers Fed'n" on Justia Law

Insureds purchased a homeowner's insurance policy from Insurer with a personal liability limit of $500,000. The policy contained an animal liability endorsement (endorsement) which limited coverage to $25,000 for claims arising from animal bites. Both Insurer's agent and Insureds mistakenly believed the policy did not contain the limitation of liability but neither conveyed their mistaken belief to the other. After Plaintiff was bitten by Insured's dog, he and his wife successfully brought an action against Insureds. Insurer paid only $25,000 of this judgment. Plaintiffs and Insureds reached a settlement regarding the balance of the judgment and Plaintiffs became assignees of Insureds' claims against Insurer. Plaintiffs sued Insurer, alleging that Insureds and Insurer were mutually mistaken as to the application of the endorsement, and therefore, the policy should be reformed by striking the endorsement. The superior court concluded Plaintiffs were entitled to summary judgment on the reformation claim. The Supreme Court vacated the judgment, holding that, absent full, clear, and decisive proof of some prior agreement between the parties as to coverage for animal bites different than that contained in the policy, there was no mutual mistake warranting reformation of the policy. View "Caron v. Horace Mann Ins. Co." on Justia Law