Justia Contracts Opinion Summaries

The Supreme Court affirmed in part and reversed in part the judgment of the district court in favor of AWIN Real Estate, LLC (AWIN) on its claim that Whitehead Homes, Inc. (WHI) breached an investment agreement between the parties and in favor of WHI on an unpled claim that AWIN breached the parties' operating agreement, holding that the court lacked record evidence to award WHI damages for AWIN's breach of the operating agreement.Specifically, the Supreme Court held (1) the district court's interpretation of the ambiguous language in the investment agreement to hold WHI in breach was reasonable in light of the circumstances of the case; and (2) the district court lacked sufficient evidence to support its award of $55,000 in damages to WHI for AWIN's alleged breach of the operating agreement. The Supreme Court remanded for further proceedings on attorney's fees consistent with this opinion. View "AWIN Real Estate, LLC v. Whitehead Homes, Inc." on Justia Law

The Supreme Court affirmed in part and reversed in part the orders of the district court holding Plaintiff liable for additional taxes Defendants owed as a result of Plaintiff's prepayment on the contract, holding that Plaintiff was obligated to pay additional taxes that were incurred by Defendants over the term of the contract.Plaintiff entered into an agreement with Defendants for the purchase of real property. Plaintiff later sued, alleging that its obligations under the agreement were satisfied and seeking an order requiring Defendants to reconvey the property to Plaintiff. Defendants counterclaimed for breach of contract. After a trial, the district court held that Plaintiff had not fulfilled all obligations under the contract. The court awarded Defendants damages and denied Defendants' request for prejudgment interest on the damage award. The Supreme Court reversed in part, holding that the district court (1) correctly found that Plaintiff did not extinguish its obligations under the contract; (2) correctly denied Defendants' motion for prejudgment interest; but (3) erred when it interpreted the relevant documents to obligate Plaintiff to pay the additional taxes that were incurred by Defendants in the year the prepayment was made instead of the total additional taxes Defendants incurred over the term of the contract. View "First National Properties, LLC v. Hilstead Trust" on Justia Law

The Supreme Court held that a provision in the Office of the State Public Defender's contract with private attorneys specifying that hourly compensation rates can unilaterally be changed by the State permits prospective changes in a contract attorney's compensation rate for existing cases.Appellants, private attorneys who contract with OPD to provide legal services for indigent clients, filed a class action complaint against the State, the Governor, and the Director of the Office of the State Public Defender (OPD) alleging that Defendants were liable for breach of contract or in violation of the Contract Clause stemming from the OPD's act of reducing rates for all contracted services and reducing pay for case-related travel. The district court granted the State's motion for summary judgment, ruling that the OPD did not breach its contract with Appellants because the contract specifically identified that the fee arrangement was subject to change by the Director. The Supreme Court affirmed, holding that summary judgment was properly granted for the State. View "Brooke v. State" on Justia Law

The Supreme Court reversed the order of the district court dismissing Plaintiff's complaint against Defendant, his student loan servicer, as expressly preempted by the Higher Education Act (HEA), 20 U.S.C. 1098g, holding that Plaintiff's state law claims were not expressly or implicitly preempted by the HEA.Plaintiff raised claims that Defendant violated the Consumer Protection Act, was negligent in its accounting of his payments, breached the implied covenant of good faith and fair dealing, and engaged in deceit, negligent misrepresentation, or constructive fraud. The district court dismissed the complaint, determining that the HEA expressly preempted Plaintiff's claims. The Supreme Court reversed, holding that Plaintiff's state law claims as pleaded were neither expressly preempted by 20 U.S.C. 1098g, nor were they preempted under conflict preemption, and thus the claims survived dismissal. View "Reavis v. Pennsylvania Higher Education Assistance Agency" on Justia Law

The Supreme Court affirmed in part and reversed in part the judgment of the district court awarding $2,353,463 in damages to Junkermier, Clark, Campanella, Stevens, P.C. (JCCS), a Montana accounting firm, after a bench trial on remand, holding that the district court did not err by awarding prejudgment interest but erred with regards to the date interest began accruing.Appellants, five of six shareholders in JCCS' Bozeman office, were employed under the terms of an Employment Agreement that contained a covenant restricting competition (Covenant). Appellants later began working at a newly formed accounting firm and solicited clients from JCCS' Bozeman client list. JCCS filed a complaint against Appellants to declare the Covenant enforceable and to recover damages. On remand, the district court determined that the Covenant was reasonable, Appellants were jointly and severally liable for damages arising out of the Covenant's breach, and JCCS was entitled to prejudgment interest. The Supreme Court largely affirmed, holding that the district court did not err by (1) concluding that Appellants were jointly and severally liable for JCCS' damages; (2) concluding that the Covenant was reasonable; (3) awarding prejudgment interest but erred with regards to the date interest began accruing; and (4) by denying Appellants' motion for discovery sanctions. View "Junkermier, Clark, Campanella, Stevens, P.C. v. Alborn" on Justia Law

The Supreme Court reversed the judgment of the district court adjudicating that Defendant satisfied the judgment debt on Plaintiff's successful breach of contract claim, holding that the district court erred in adjudging Plaintiff's judgment fully satisfied without inclusion of additional post-judgment interest that continued to accrue during a stay of execution obtained by Defendant pending appeal.A jury returned a verdict awarding Plaintiff contract damages. Plaintiff appealed adversing rulings on her other claims, and Defendant cross-appealed various adverse trial rulings. Defendant then moved for a stay of execution of judgment, which the district court granted. The Supreme Court affirmed the judgment. On remand, Defendant moved for declaration that it fully satisfied Plaintiff's adverse judgment. The district court granted the motion. The Supreme Court reversed the judgment of satisfaction, holding that the district court erroneously adjudged Plaintiff's judgment fully satisfied without regard for additional post-judgment interest that accrued during the stay of execution pending appeal. View "Warrington v. Great Falls Clinic, LLP" on Justia Law

The Supreme Court affirmed the order of the district court certifying three classes of more than 30,000 ratepayers of the City of Billings who challenged certain franchise fees that the City imposed on water, wastewater, and solid waste disposal services, holding that the district court did not abuse its discretion when it certified the classes.After the City ceased imposing the franchise fees in 2018 the Ratepayers sued the City alleging that the fees constituted unlawful sales taxes. Ratepayers brought claims for breach of contract and constitutional due process violations. The Ratepayers sought class action certification for those similarly situated persons who paid the water and wastewater fees since 2010 and the sold waste disposal fees since 2012. The district court granted the motion and certified three classes. The Supreme Court affirmed, holding that the district court did not err when it certified the classes under Mont. R. Civ. P. 23(b)(3). View "Houser v. City of Billings" on Justia Law

The Supreme Court reversed the judgment of the district court denying PointCentral, LLC's motion to dismiss third-party claims of Big Sky Vacation Rentals, Inc. (BSVR) pursuant to Mont. R. Civ. P. 12(b), holding that the district court erred in concluding that the PointCentral/BSVR arbitration agreement was invalid or otherwise unenforceable due to lack of mutuality or equitable unconscionability.BSVR and PointCentral entered into an agreement that included a broadly-worded arbitration agreement. After BSVR was sued for contract and tort claims BSVR asserted third-party claims against PointCentral for contribution and indemnification. Based on the arbitration agreement, PointCentral filed a motion for dismissal of BSVR's third-party claims. The district court denied the motion, concluding that the agreement lacked mutual consideration and was thus unenforceable as a matter of generally applicable contract law. The Supreme Court reversed, holding that the district court erred in failing to dismiss BSVR's third-party claims because the arbitration was not unenforceable due to lack of mutuality or equitable unconscionability and did not contravene the letter or underlying purpose or policy of Mont. Code Ann. 27-1-703(4)-(5). View "Big Sky Vacation Rentals, Inc. v. PointCentral, LLC" on Justia Law

In this contract dispute, the Supreme Court affirmed the judgment of the district court awarding Flathead Management Partners (FMP) $191,876 in expectancy damages, holding that the district court did not err when it denied Gary Jystad's motion for judgment on the pleadings and when it concluded that the contract at issue was enforceable.After a fire destroyed Jystad's home he entered into a contract with FMP to restore the property and to oversee the reconstruction of the main residence. After the parties worked together for a few months, Jystad informed FMP that the contract was void because it did not contain the statutorily required disclosures for a general contractor constructing a new residence. FMP filed this action claiming expectancy damages for the full contract price. The district court granted judgment for FMP, holding that FMP was not a general contractor and that the contract was not for the construction of a new residence. The Supreme Court affirmed, holding (1) the district court did not err when it determined that the contract was not for the construction of a new residence and that FMP was not a general contractor; and (2) the court did not abuse its discretion in the award of damages. View "Flathead Management Partners, LLC v. Jystad" on Justia Law

The Supreme Court affirmed the district court's grant of summary judgment in favor of Wells Fargo Bank, N.A. and dismissing Plaintiff's claims for, inter alia, breach of contract and negligence, holding that Wells Fargo did not breach the deed of trust and that Plaintiff's remaining claims presented no genuine issue of material fact.Wells Fargo assumed service of a loan obtained by Plaintiff, who executed a deed of trust with certain property serving as collateral for the loan. Plaintiff failed to pay property taxes assessed to Lot 3, which included the property. Wells Fargo paid the taxes on the entirety of Lot 3 and required Plaintiff to repay those taxes. Plaintiff later brought this suit. The district court granted summary judgment for Wells Fargo, reasoning that the deed of trust's unambiguous language permitted Wells Fargo to pay Lot 3's taxes in full. The Supreme Court affirmed, holding (1) under the deed of trust, Wells Fargo did not breach of the contract by paying the delinquent taxes on lot 3 and requiring Plaintiff to repay those taxes; and (2) because Wells Fargo did not breach the deed of trust, it likewise did not violate a duty owed to Plaintiff under the deed of trust, and as such Plaintiff's remaining claims were properly dismissed. View "Graham-Rogers v. Wells Fargo Bank, N.A." on Justia Law