Justia Contracts Opinion Summaries

Plaintiffs entered into a contract for professional services with CTA, Inc., a firm offering architectural, engineering, and construction management services. Plaintiffs filed a complaint against CTA and others, alleging that Defendants negligently designed and constructed Plaintiffs’ home and that CTA breached its contract with Plaintiffs. CTA filed a motion to dismiss, which the district court treated as a motion for summary judgment, on grounds that the contract was subject to mandatory arbitration. Plaintiffs filed a cross-motion for partial summary judgment, alleging that the arbitration clause in the contract was unenforceable. The district court granted partial summary judgment for Plaintiffs. The Supreme Court reversed, holding that the arbitration clause was enforceable because it was within Plaintiffs’ reasonable expectations and was not oppressive, unconscionable, or against public policy. View "Day v. CTA, Inc." on Justia Law

This case arose from a dispute between property owners in a subdivision developed by Christopher and Jeffrey Houden. In 2007, twenty-three lot owners (“Defendants”) voted to record an amendment (“second amendment”) to the original covenants for the subdivision that prohibited division of the Houdens’ lot. The Houdens filed a complaint against Defendants seeking injunctive relief to declare the second amendment invalid. During the ensuing litigation, the lot owners passed another amendment (“third amendment”) purporting to revoke the second amendment. In 2010, the Houdens and all Defendants except Wayne Todd entered into a settlement agreement which set forth restated covenants expressly prohibiting amendment to prevent subdivision of the Houdens’ lot. The district court subsequently entered partial summary judgment in favor of the Houdens and against Todd, declaring the second and third amendments null and void and ordering that the Houdens were entitled to attorneys’ fees pursuant to a provision in the original covenants. The Supreme Court (1) affirmed the judgment in the Houdens’ favor, as the restated covenants mooted the underlying merits of the case; and (2) affirmed the district court’s determination that the Houdens’ were entitled to attorney’s fees. View "Houden v. Todd" on Justia Law

Aspen Trails Associations, LLC, d/b/a Windermere Real Estate, entered into two contracts with Empire Office Machines, Inc. for the lease of copy machines. Windermere and Empire later entered into a revised agreement that was signed by Kevin Demaray on behalf of Windermere. The signature line, however, did not specify that Demaray was signing as an agent of Aspen. Aspen failed to make the payments as agreed, and Empire repossessed the two copiers. Empire subsequently commenced an action for breach of contract against Aspen, Demaray personally, and others. The district court granted Demaray’s motion for summary judgment on the grounds that Empire had no contract with Demaray personally. The Supreme Court affirmed, holding that the district court correctly granted summary judgment in Demaray’s favor, where, in light of the longstanding business relationship between Empire and Aspen d/b/a Windermere, Empire had reason to know that Aspen was Demaray’s principal. View "Empire Office Machines, Inc. v. Demaray" on Justia Law

Bilt Rite Construction and Landscaping, LLC (Bilt Rite) opened a credit account with Larson Lumber Company (Larson) in 2003. Bilt Rite did not make the required payments, and as of 2006, when Bilt Rite had ceased operations, it owed approximately $14,000. That same year, Bilt Rite transferred real property it had purchased to Anita Bartz, who had loaned Rankin or Bilt Rite $45,000. In 2007, Casey Rankin, a partner in Bilt Rite, signed a contract agreeing to pay Larson Bilt Rite’s debt. In 2009 and 2010, Larson Lumber Company (Larson) filed suit against Bilt Rite, Rankin, and Bartz, among others. The district court entered judgment in favor of Larson, holding (1) Rankin and Bilt Rite breached a written contract with Larson; and (2) the transfer of the real property from Bilt Rite to Bartz was fraudulent. The Supreme Court affirmed in part and reversed in part, holding that the district court (1) did not err by denying summary judgment to Defendants; (2) did not err by holding that Rankin and Bilt Rite were jointly and severally liable to Larson; (3) erred by holding that the Bartz loan was made to Rankin personally; and (4) erred by holding that the transfer of the real property to Bartz was a fraudulent transfer. View "Larson Lumber Co. v. Bilt Rite Constr. & Landscaping LLC" on Justia Law

Morrison-Maierle, Inc. (MMI) was hired by two counties to provide engineering services and supervision on a road improvement contract. The counties retained JEM Contracting, Inc. (JEM) to provide the construction services on the project. JEM filed suit against MMI alleging detrimental reliance and fraudulent inducement for promises MMI allegedly made during the job that JEM would be paid for unanticipated costs incurred during pulverization of the old road. The district court granted summary judgment for MMI, concluding that JEM could not prove it had been harmed by MMI’s alleged representations. The Supreme Court affirmed, holding that the district court did not err by (1) concluding that JEM was required to continue performance pending approval of a change order under a certain contract provision, as the provision was not void as against public policy; and (2) granting summary judgment to MMI on the ground that JEM failed to show it was harmed by the representations made by MMI. View "JEM Contracting, Inc. v. Morrison-Maierle, Inc." on Justia Law

Then-owners of real property entered into a “Waiver of Right to Protest” the creation of special improvement districts (SIDs) for the purpose of making road and intersection improvements to Cottonwood Road between Huffine Lane and West Babcock Street. The waiver stated that the parties to the waiver would participate in alternate financing methods for completion of the road improvements if the SIDs were not utilized. No SIDs were implemented, and Covenant Investments, Inc. (Covenant) undertook and paid for all improvements to the intersection of Huffine and Cottonwood. First Security Bank (FSB), a successor to the original covenantor, subsequently constructed a building at the intersection. After FSB refused to reimburse Covenant for the costs of the street improvements, Covenant sued FSB seeking enforcement of the waiver agreement. The district court dismissed Covenant’s complaint, concluding that the waiver did not contain the essential elements of a contract and therefore did not bind FSB. The Supreme Court affirmed the dismissal of the complaint, holding (1) the waiver’s alternative financing provision was void for lack of certainty, (2) by acting unilaterally Covenant waived its right to belatedly demand enforcement of the waiver provision, and (3) Covenant’s complaint was barred by the statute of limitations. View "Covenant Invs., Inc. v. First Sec. Bank" on Justia Law

In the 1990s, Defendants (Employers) created a sick-leave policy allowing employees to bank their sick leave in a continued illness bank (CIB). In 2002, Employers modified the terms of the CIB to create the CIB pay-out benefit, which allowed a capped amount of unused CIB hours to be paid to departing employees who completed twenty-five years or more of service. In 2008, Employers terminated the CIB pay-out benefit, and only employees who had reached twenty-five years of employment with Employers were entitled to their earned but unused CIB hours upon termination. Plaintiffs in this case represented employees who had not reached twenty-five years of service before the benefit ended. Plaintiffs brought a class action complaint against Employers. The district court granted summary judgment for Employers. The Supreme Court affirmed, holding that the district court did not err in determining that (1) Employers’ policies did not constitute a standardized group employment contract; (2) the CIB pay-out benefit was not deferred compensation or wages under the Montana Wage and Wage Protection Act; and (3) the covenant of good faith and fair dealing did not apply to Plaintiffs’ claims. View "Chipman v. Northwest Healthcare Corp." on Justia Law

Steve Sangwin, a State employee, was a qualified subscriber and beneficiary of the State of Montana Employee Benefits Plan (Plan), which was administered by Blue Cross and Blue Shield of Montana (BCBS). Steve's daughter, McKinley, was also a beneficiary under the Plan. This case arose after BCBS denied a preauthorization request for a medical procedure for McKinley on the grounds that the procedure was "experimental for research." Steve and his wife (collectively, the Sangwins) initiated this action by filing an amended complaint setting forth five counts, including a request for certification of a class action. The Sangwins defined class members as other beneficiaries of the Plan who had their employee benefits denied by the State based on the experimental exclusion for research in the past eight years. The district court granted the Sangwins' motion for class certification. The State appealed. The Supreme Court (1) affirmed the district court's order defining the class; but (2) reversed and remanded with respect to the question certified for class treatment, holding that the district court abused its discretion in specifying for class treatment the question of whether the State breached its contract of insurance with the plaintiffs. View "Sangwin v. State" on Justia Law

The Montana Association of Counties Joint Powers Insurance Authority (MACo/JPIA) obtained catastrophic property insurance from Allianz Global Risks US Insurance Company to cover damages over $100,000. The Lincoln County Port Authority (Port) insured a building in its industrial facility through the MACo/JPIA self-insured risk pool. After the building's roof collapsed, MACo/JPIA informed the Port that it would no longer insure the building. The building was subsequently destroyed by a fire, and MACo/JPIA and Allianz refused to cover the loss. The Port filed this suit against Allianz. The district court concluded that the Allianz policy insured the Port and awarded $6,060,980 based on the findings of an appraisal panel. The Supreme Court (1) affirmed the district court's determination that Allianz's policy provided coverage for the building; (2) affirmed the district court's refusal to reform the Allianz policy; (3) reversed the district court's award of "replacement cost" for those portions of the building that the Port had slated for demolition; and (4) remanded to allow the district court to calculate post-judgment interest owed to the Port for the damages owed under the policy. View "Lincoln County Port Auth. v. Allianz Global Risks US Ins. Co." on Justia Law

When Defendant purchased a distributorship from Plaintiff, he gave Plaintiff a down payment to be applied to the full purchase price of the distributorship but took over operation of the distributorship without paying Plaintiff the remaining balance. Plaintiff filed a complaint against Defendant, alleging breach of contract and unjust enrichment. The district court entered judgment in favor of Plaintiff, finding that Defendant had been unjustly enriched by the transaction. The Supreme Court affirmed, holding that the district court (1) did not err in finding that Defendant agreed to buy the distributorship for $130,000; (2) did not err in finding that Defendant was unjustly enriched; (3) applied the proper measure of damages in awarding Plaintiff $81,325 plus costs for his unjust enrichment claim; (4) did not err in dismissing Defendant's counter-claims; and (5) did not err in determining the amount by which Defendant was unjustly enriched. View "Owen v. Skramovsky" on Justia Law