Justia Contracts Opinion SummariesArticles Posted in New Hampshire Supreme Court
O’Malley-Joyce v. Travelers Home & Marine Insurance Co.
Plaintiffs-homeowners Dylan O’Malley-Joyce and Eileen Nash appealed a superior court order granting the summary judgment motion filed by defendant Travelers Home and Marine Insurance Company (the insurer), on their claims for damages and declaratory relief. The insured residence was damaged by two leaks — one in November 2017 and the other in early January 2018. The homeowners filed claims under the policy as to both leaks. Thereafter, the parties disagreed about the cost and scope of repairs. In November 2018, the insurer sought to settle the parties’ dispute by providing a contractor “who [was] willing and able to complete the work” and by “paying up to the replacement cost figures on the [contractor’s] estimates less the deductibles for each of the claims.” The policy’s appraisal provision provided, in pertinent part, that if the parties “fail to agree on the amount of loss, either may demand an appraisal of the loss.” Because the parties were unable to reach an agreement, the insurer demanded that they participate in the appraisal process set forth in the homeowners’ policy. In November 2019, the homeowners brought a two-claim complaint against the insurer. In one claim, the homeowners sought a declaratory judgment, and in the other, they sought damages for “breach of contract, bad faith, statutory violations.” Because, on appeal, the homeowners did not contest the grant of summary judgment on either their claim for declaratory judgment or their claim that the insurer violated certain statutes, the New Hampshire Supreme Court focused solely on their claims for breach of contract and breach of the implied covenant of good faith and fair dealing. Because the homeowners filed neither an objection to the insurer’s summary judgment motion nor a motion to reconsider the trial court’s order, the Supreme Court determined they failed to preserve their appellate arguments for review. Nonetheless, the Court reviewed their arguments for plain error, and finding no plain error, the Court affirmed. View "O'Malley-Joyce v. Travelers Home & Marine Insurance Co." on Justia Law
Seward v. Richards et al.
Three defendants, Charles Richards, Chairman’s View, Inc. (Chairman’s View), and CoreValue Holdings, LLC (CoreValue), appealed a superior court order denying their motion to dismiss for lack of personal jurisdiction, this action brought by plaintiff, Christine Seward. Plaintiff filed suit against defendants for claims related to the transfer of a patent. Plaintiff was a New Hampshire resident and was a former employee of Chairman's View; Chairman’s View was a Delaware corporation registered with the New Hampshire Secretary of State to do business in New Hampshire as a foreign corporation. Its principal office was located in White River Junction, Vermont. CoreValue was a Nevada limited liability company registered to do business in Vermont and has the same principal office address in White River Junction as Chairman’s View. Richards resided in Norwich, Vermont, and was the president, sole director, and majority shareholder of Chairman’s View and was the managing member, and either the sole or majority member, of CoreValue. In 2014, plaintiff loaned Chairman’s View $312,500 and an additional $58,000 at Richard’s request. In 2016, plaintiff made a formal demand for payment on both notes. Chairman’s View failed to honor the demands, constituting an event of default on both notes. To secure the payment of both notes, the parties entered into a Security Agreement which pledged all of Chairman’s View’s assets. The pledged assets included U.S. Patent No 960727842 for proprietary software (the Patent), which, the complaint alleged, on “knowledge and belief, . . . constitutes Chairman’s View’s nearly only—but significantly valuable—asset.” Due to continued nonpayment, plaintiff filed suit in superior court to collect on the notes. After a judgment in this suit was issued and became final, and without plaintiff’s knowledge or consent, Chairman’s View recorded an assignment of the Patent to CoreValue at the United States Patent and Trademark Office. In 2018, the superior court granted plaintiff permission to attach the Patent, but it had already been assigned. Plaintiff contended defendants continued to receive license fees, and they continued to receive revenue from marketing the software covered by the Patent. The New Hampshire Supreme Court concluded the superior court did not err in denying defendants' motion to dismiss. View "Seward v. Richards et al." on Justia Law
St. Onge v. Oberten, LLC
Plaintiff Robert St. Onge appealed a circuit court order dismissing his claim brought under RSA chapter 540-A against defendant Oberten, LLC, on the ground that the sober living facility it operated, and in which the plaintiff lived, was a “group home” under RSA 540:1-a, IV(c) and, therefore, exempt from RSA chapter 540-A.Plaintiff was one of 12 residents at defendant’s Manchester, New Hampshire location. All program participants agreed to certain rules for living at the home. The contract plaintiff signed explicitly provided that it was not a lease and that “residents of Live Free Structured Sober Living have no tenant rights.” Despite being aware of, and agreeing to, the home's rules, plaintiff violated them and, as a result, was discharged from the program and required to vacate the sober living facility. He subsequently filed a petition alleging defendant violated RSA chapter 540-A by using “self-help” to evict him. Defendant moved to dismiss the petition, arguing that because its facility was a “group home,” it was not a “landlord” required to bring an eviction proceeding under RSA chapter 540, and plaintiff was not a “tenant” entitled to the protections of RSA chapter 540-A. The trial court agreed with defendant. Finding no reversible error, the New Hampshire Supreme Court affirmed the circuit court. View "St. Onge v. Oberten, LLC" on Justia Law
Short v. LaPlante
Plaintiffs Chad and Kelly Short (Buyers) appealed a superior court order denying their requests for specific performance and attorney’s fees and costs in connection with an alleged contract to purchase real estate from defendants John and Lori LaPlante, as trustees of the LaPlante Family Revocable Trust (Sellers). Buyers visited the Sellers’ Concord home for the first time on May 24, 2018, and that day submitted an offer to purchase it for $690,000. After negotiations, but before the purchase and sale agreement (P&S) was executed, the parties agreed that the Buyers would purchase the property for $690,000 and would submit $10,000 as a deposit, and the Sellers would furnish up to $7,250 in closing costs. On June 1, the Sellers located a property in Stratham that they thought would suit their needs. They submitted an offer on that property on June 3. Also, on June 3, the parties fully executed the final P&S for the Sellers’ Concord property, which included the following provision (the Disputed Provision): “This agreement is subject to Sellers finding suitable housing no later than July 14, 2018.” On June 5, the Sellers sent an email apologizing to the Buyers “for wanting to cancel the P&S . . . at this stage.“ Buyers interpreted the Sellers’ attempt to cancel the P&S as an indication the Sellers received a better offer; Buyers subsequently brought this action. The trial court found that the P&S was not “a binding and enforceable contract” because “[t]here was no meeting of the minds regarding the Disputed Provision.” The Buyers unsuccessfully moved for reconsideration, and this appeal followed. The New Hampshire Supreme Court found no reversible error in the superior court’s order and affirmed. View "Short v. LaPlante" on Justia Law
Mentis Sciences, Inc. v. Pittsburgh Networks, LLC
Plaintiff Mentis Sciences, Inc. appealed a superior court order dismissing its claims for damages representing the cost of recreating lost data and lost business and negligence against defendant Pittsburgh Networks, LLC. Plaintiff was an engineering firm that, among other things, designed, developed, and tested advanced composite materials for United States Department of Defense customers. Since entering this sector in 1996, plaintiff acquired “a vast amount of valuable data that was utilized in its operations.” In 2010, the defendant began providing the plaintiff with technological support or “IT” services. In August 2014, defendant notified plaintiff that a drive in one of its servers had failed and would need to be replaced; a controller malfunctioned, causing the corruption of some of plaintiff’s data. Defendant attempted to recover the corrupted data; however, the data was permanently lost because defendant had failed to properly back it up. Plaintiff filed suit against defendant, alleging breach of contract and negligence. In its complaint, plaintiff alleged that the lost data “represents valuable intellectual property compiled over many years and is of daily critical use in [the plaintiff’s] business.” Further, plaintiff alleged that, as a result of the data loss, it was required to conduct “massively expensive” testing in order to recreate the data and that, without the lost data, it was “unable to bid or participate in various projects worth potentially millions of dollars.” Plaintiff argued on appeal of the dismissal of its suit that the trial court erred by: (1) concluding that the damages representing the cost of recreating lost data and lost business were consequential; (2) concluding that the limitation of liability clause in the parties’ contract is enforceable; and (3) dismissing its claim for negligence. The New Hampshire Supreme Court affirmed because the damages sought by plaintiff were consequential and the limitation of liability clause in the parties' contract precluded plaintiff from recovering consequential damages. The Court also concluded the economic loss doctrine barred plaintiff’s negligence claim. View "Mentis Sciences, Inc. v. Pittsburgh Networks, LLC" on Justia Law
Teatotaller, LLC v. Facebook, Inc.
Balzotti Global Group, LLC v. Shepherds Hill Proponents, LLC
Plaintiffs Balzotti Global Group, LLC (the Global Group) and Caesar Balzotti, Sr., appealed a superior court order dismissing their claims against defendants Shepherds Hill Proponents, LLC (Proponents), Shepherds Hill Development Company, LLC (Development Company), Shepherds Hill Homeowners Association, Inc. (Association), Ralph Caruso, and Ernest J. Thibeault, III, on the ground that their claims were time-barred. At some point before 1999, the Development Company obtained approval to construct 400 condominium units. After work had begun on the project, the real estate market collapsed, and the Development Company filed for bankruptcy. Balzotti, Caruso, and Thibeault proposed to reorganize the Development Company so that the project could be completed and creditors could be paid. Their proposal included creating the Proponents, a limited liability company in which Caruso, Thibeault and Balzotti would have an interest. The bankruptcy court accepted the proposal as the reorganization plan in 2000. In 2003, the Development Company established the Shepherds Hill Condominium by recording a declaration of condominium with the county registry of deeds. The Development Company amended the declaration, setting a deadline for the conversion of Units located within the "convertible land." Between February 26, 2003, and July 6, 2009, the Development Company periodically exercised its right to build new condominium units on convertible land. However, by July 6, 2009, only 274 out of the possible 400 units had been constructed. Balzotti opened an involuntary bankruptcy proceeding on Development Company, the Proponents, and Thibeault when they missed payments on a promissory note issued as part of the original bankruptcy plan. By 2011, pursuant to the original condominium declaration, the Association was governed by a board elected by the condominium unit owners. The Development Company unsuccessfully attempted to amend the condominium declaration to obtain rights to develop the remaining land and unfinished units remaining prior to the association taking control. By 2018, plaintiffs sued the Development Company, Proponents, Caruso and Thibeault, asserting a number of claims arising out of the Development Company's loss of the Development Right. Defendants successfully argued plaintiffs' claims were time-barred because they were brought more than three years after the Development Right was lost. The New Hampshire Supreme Court concluded the trial court did not err in concluding plaintiffs' claims were time barred. View "Balzotti Global Group, LLC v. Shepherds Hill Proponents, LLC" on Justia Law
O’Donnell v. Allstate Indemnity Company
Plaintiff John O’Donnell appealed a superior court order granting summary judgment to defendant Allstate Indemnity Company. Following a November 2015 motor vehicle accident, O’Donnell filed an underinsured motorist claim under a personal umbrella insurance policy that he had purchased from Allstate. Allstate denied the claim. O’Donnell then filed this declaratory judgment action to determine whether his policy provided uninsured motorist coverage. The trial court concluded that O’Donnell’s policy did not provide uninsured motorist coverage, finding that a written waiver of uninsured motorist coverage that O’Donnell had executed in September 2011 remained in effect at the time of the accident. Finding no reversible error in that judgment, the New Hampshire Supreme Court affirmed. View "O'Donnell v. Allstate Indemnity Company" on Justia Law
Fortune Laurel, LLC v. High Liner Foods (USA), Incorporated, Trustee
Yunnan New Ocean Aquatic Product Science and Technology Group Co., Ltd. and subsidiaries (YOK defendants) appealed a New Hampshire superior court order attaching funds held by High Liner Foods (USA), Inc. (High Liner USA), the trustee defendant. The YOK defendants argued the trial court erred by maintaining quasi in rem jurisdiction over the funds despite concluding that it lacked personal jurisdiction over them in the underlying action. In 2012, Fortune Laurel, LLC, a Massachusetts company, entered into contracts with the YOK defendants to broker the sale of fish processed by the YOK defendants to companies in the United States and Canada. One company was located in Massachusetts, (later acquired by a Canadian company, High Liner Foods, Inc. (Canada)). High Liner Canada rebranded its corporate acquisition High Liner Foods (USA) and moved to Portsmouth. High Liner USA solicited fish from High Liner Canada, which procured the fish from international sellers, including the YOK defendants. The YOK defendants shipped the fish to High Liner USA in Massachusetts or Virginia. Upon High Liner USA’s acceptance of the fish, the YOK defendants invoiced High Liner USA and the invoice was paid by High Liner Canada, which then invoiced High Liner USA. After the written contract between Fortune Laurel and the YOK defendants expired, the YOK defendants continued to use Fortune Laurel to broker its sales with High Liner USA until 2017, when “the YOK defendants decided to exclude [Fortune Laurel] from the relationship.” Fortune Laurel claimed that the YOK defendants failed to pay commissions in 2017, improperly caused High Liner Canada to revoke its access to High Liner’s online tracking system, sold it fish for resale in Massachusetts that failed to meet applicable standards, and made fraudulent insurance claims that have negatively affected its business. Fortune Laurel also filed a petition for an ex parte attachment of funds that High Liner USA owed YOK as payment for shipments. The trial court found that several of Fortune Laurel’s claims were “wholly unrelated” to New Hampshire and thus that “dismissal for lack of personal jurisdiction was appropriate.” Nonetheless, the trial court ruled that it could continue to exercise quasi in rem jurisdiction over the attached funds. The New Hampshire Supreme Court affirmed because the trial court’s limited exercise of jurisdiction over the attached funds comported with due process requirements. View "Fortune Laurel, LLC v. High Liner Foods (USA), Incorporated, Trustee" on Justia Law
Zannini v. Phenix Mutual Fire Insurance Company
Plaintiffs Steve and Pamela Zannini, appealed a superior court order granting summary judgment to defendant Phenix Mutual Fire Insurance Company, on plaintiffs’ breach of contract and declaratory judgment claims. In March 2016, the plaintiffs’ Ashland, New Hampshire residence sustained “significant flooding” as the result of burst pipes. The house was insured by defendant, and plaintiffs filed a claim for water damage. Defendant sent an adjuster to investigate, who instructed plaintiffs to remove the floor of the house so that he could investigate the area underneath. After they did so, the house began to collapse, and plaintiffs repaired its framing to prevent it from collapsing completely. As a result of removing the floor, plaintiffs “suffered a complete loss [of the house] and direct physical loss of [their] personal property and use of the [house] for a substantial amount of time.” On May 3, 2016, defendant sent the plaintiffs a letter denying coverage of the damage caused by the collapse. Plaintiffs argued on appeal to the New Hampshire Supreme Court that: (1) a provision in the insurance policy at issue requiring that suits be brought within one year of the date of loss was unenforceable because it violated public policy; and (2) genuine issues of material fact existed as to whether defendant’s communications tolled the one-year period, and defendant was estopped from asserting or waived it as a defense. The Supreme Court affirmed, finding the one-year limitation period did not violate the public policy underlying statutes of limitations. Further, the communications between the parties did not create issues of material fact as to whether the one- year period was tolled or whether the defendant waived or was otherwise estopped from asserting the provision as a defense. View "Zannini v. Phenix Mutual Fire Insurance Company" on Justia Law