Justia Contracts Opinion Summaries

Respondent Philadelphia Indemnity Insurance Company appealed a superior court order that found Petitioner Great American Dining, Inc (GAD) was an additional insured under a Philadelphia policy. The dispute arose from a slip-and-fall injury in 2008 whereby the injured party sued DW Ray Commons, LLC, who owned and leased a building to Webster Place Center, Inc. DW Ray required Webster Place to obtain an insurance policy listing DW Ray as an additional insured. The commercial general liability policy contained a provision listing as an additional insured "any person or organization with respect to their liability arising out of the ownership, maintenance or use o that part of the premises leased or rented…" When DW Ray and Webster Place were sued for damages and settled with the injured party. That party then sued GAD for contribution on the theory that GAD constructed, installed and maintained the premises under the policy. GAD then sought a declaration that it too was an additional party under the DW Ray policy. Upon review, the Supreme Court agreed GAD was an additional party and upheld the superior court's judgment. View "Great American Dining, Inc. v. Philadelphia Indemnity Insurance Company " on Justia Law

Defendant Jeremy Miller appealed a superior court order that found in favor of plaintiffs, Lakes Region Gaming, LLC and three of its members on their claims that Defendant breached his fiduciary duties to them. The claim arose from the purchase of the Lakes Region Greyhound Park. The transaction to purchase the race track never closed because a New Hampshire grand jury indicted a dozen people involved with the track, which caused the members of Lakes Region Gaming to reconsider buying the track. The members decided to try and sell the right to purchase the track so that they could recoup their expenses. If they sold the rights at a profit, it would have been split according to each member's interest in the company. Unbeknownst to plaintiffs, Defendant had been negotiating the right to purchase the track with a number of potential buyers. As a result, a buyer surfaced and paid $5 million for the track, resulting with a net profit of $898,998. Also unbeknownst to plaintiffs, an agreement was reached with the seller's attorney to extend the due diligence period of the sale in exchange for Defendant paying the attorney $50,000. Following a bench trial, the trial court found Defendant breached his fiduciary duties to plaintiffs by holding a portion of the net profits from the sale of the purchase rights for himself. Defendant unsuccessfully moved to reconsider the trial court's decision, arguing that: (1) he did not owe plaintiffs a duty because Lakes Region Gaming abandoned its "contemplated dealings;" and (2) the trial court's order failed to consider a clause in Lakes Region Gaming's operating agreement. Upon review, the Supreme Court found Defendant's arguments on appeal to be without merit. Accordingly, the Supreme Court affirmed the superior court's order. View "Lakes Region Gaming v. Miller" on Justia Law

Petitioner David Ellis appealed a superior court order that rescinded a non-compete agreement and ordered partial restitution as a remedy. Respondents Candia Trailers and Snow Equipment, Inc. and its principals Jeffrey and Suzanne Goff, cross-appealed the rescission of the non-compete agreement. Ellis signed an asset purchase agreement (APA), non-compete agreement (NCA) and an inventory purchase agreement (IPA) in relation to the sale of Precision Truck, a business the Goffs owned. The Goffs executed the NCA with regard to Ellis' operation of Precision Truck to remain in effect for seven years. However, the NCA could end sooner if Ellis breached terms of the IPA. One of the terms of the IPA was that Ellis would pay for Precision Truck's inventory by June 1, 2007. Within weeks of signing the NCA, Goff began competing with Precision Truck. Ellis thereafter failed to purchase all of Precision Truck's inventory by June 1, 2007. Ellis subsequently sued for breach of contract and violation of the Consumer Protection Act. The trial court found the NCA, IPA and APA as three separate agreements, each with its own terms and remedies for breach, and that Ellis breached the IPA and Goff breached the NCA. Both parties argued that the trial court abused its discretion when rescinding the NCA and awarding partial restitution to Ellis. Upon review, the Supreme Court concluded the trial court erred in determining that the three agreements were severable, and as such, the NCA could not be rescinded without rescinding the IPA and the APA too. Accordingly, the Court reversed the restitution award and remanded to the trial court for a determination of what remedies were available. View "Ellis v. Candia Trailers & Snow Equipment, Inc." on Justia Law

Defendants Robert Christy, Christy & Tessier, P.A., Debra Johnson, and Kathy Tremblay, appealed a superior court decision that rescinded a professional liability policy issued by Plaintiff Great American Insurance Company (GAIC), to the law firm of Christy & Tessier, P.A. Robert Christy (Christy) and Thomas Tessier (Tessier) were partners in the firm, practicing together for over forty-five years. In 1987, Frederick Jakobiec, M.D. (Jakobiec) retained Tessier to draft a will for him. In 2001, Jakobiec's mother, Beatrice Jakobiec (Beatrice), died intestate. Her two heirs were Jakobiec and his brother, Thaddeus Jakobiec (Thaddeus). Jakobiec asked Tessier, who was Beatrice's nephew, to handle the probate administration for his mother's estate. From 2002 through 2005, Tessier created false affidavits and powers of attorney, which he used to gain unauthorized access to estate accounts and assets belonging to Jakobiec and Thaddeus. Litigation ensued; two months after Tessier and Jakobiec entered into the settlement agreement, Christy executed a renewal application for professional liability coverage on behalf of the law firm. Question 6(a) on the renewal application asked: "After inquiry, is any lawyer aware of any claim, incident, act, error or omission in the last year that could result in a professional liability claim against any attorney of the Firm or a predecessor firm?" Christy's answer on behalf of the firm was "No." The trial court found that Christy's negative answer to the question in the renewal application was false "since Tessier at least knew of Dr. Jakobiec's claim against him in 2006." On appeal, the defendants argued that rescission was improper because: (1) Christy's answer to question 6(a) on the renewal application was objectively true; (2) rescission of the policy or denial of coverage would be substantially unfair to Christy and the other innocent insureds who neither knew nor could have known of Tessier's fraud; and (3) the alleged misrepresentation was made on a renewal application as opposed to an initial policy application. GAIC argued that rescission as to all insureds is the sole appropriate remedy given the material misrepresentations in the law firm's renewal application. Upon review, the Supreme Court held that the trial court erred as a matter of law in ruling that Tessier's knowledge is imputed to Christy and the other defendants thereby voiding the policy ab initio. The Court made no ruling, however, as to whether any of the defendants' conduct would result in non-coverage under the policy and remanded for further proceedings. View "Great American Insurance Company v. Christy" on Justia Law

Petitioner Kilnwood on Kanasatka Condominium Unit Association, Inc. (Association) appealed a superior court's decision that dismissed its petition to change the ownership form of twenty-nine units in a residential subdivision from condominiums to single-family simple lots. In 2010, the Association members considered reforming the Declaration to convert it from a condominium association to single-family homes, but they could not reach the unanimous vote required by the Declaration to do so. Unable to reach an accommodation with the minority members, Perry Smith, Andy and Jill Belliveau, and Rob and Candy Baker, the Association petitioned the superior court to reform the Declaration. The minority members, who are the respondents in this case, cross-petitioned the court to declare that Kilnwood remain a condominium association, and moved to dismiss. The Association argued that the Declaration should have been reformed because it was not intended to create a condominium, but rather a subdivision of single-family residential lots. Finding that the fact that large majority of the Association’s members no longer found it desirable to own their property as condominiums did not alter the underlying contractual requirement contained in the Declaration, that any amendment to “matters . . . adjudicating the ownership interest in common areas” must be approved by unanimous vote. The failure of one local realtor to list the homes for sale in Kilnwood as condominiums was irrelevant to the inquiry into the intent of the Developer when it created Kilnwood as a condominium association or when Association members purchased condominium units within Kilnwood. Accordingly, the Supreme Court affirmed the superior court in dismissing the Association's petition.

Plaintiff Phaneuf Funeral Home appealed a superior court order that granted motions for summary judgment in favor of Defendants Little Giant Pump Company, Boyer Interior Design, Leviton Manufacturing Company and The Elegant Earth, Inc. Phaneuf hired Boyer to do interior design and light renovation work in the basement and adjacent hallway of the funeral home. In the hallway, Boyer installed a wall-mounted water fountain that it purchased from Elegant, an Alabama-based household goods retailer. Defendant Leviton supplied the fountain’s power cord to Little Giant, which manufactured the fountain. A fire broke out at the funeral home. Alleging that the water fountain’s defective pump and power cord caused the fire, Phaneuf brought negligence and strict product liability claims against each defendant, although it later withdrew its negligence claim against Boyer. Each defendant moved for summary judgment, arguing that Phaneuf’s claims were time-barred by RSA 508:4-b, I (2010), the statute of repose for “Damages From Construction.” The superior court agreed, and granted each motion. Upon review of the facts in the superior court record, the Supreme Court affirmed the lower court's grant of summary judgment as to Boyer, but reversed as to the remaining defendants. The case was remanded for further proceedings.

Plaintiff Susan Jeffery appealed a superior court order that granted summary judgment in favor of Defendant City of Nashua on her wrongful discharge and breach of contract claims. Plaintiff worked for the City since 1977 in the payroll department. She became the City's risk manager in 1998. n 2004, Plaintiff became concerned that her direct supervisor, Maureen Lemieux, did not understand the budgetary process because "she wanted to level fund the health line items" in the City’s 2005 fiscal year budget. Plaintiff raised her concerns with Lemieux "dozens of times," but Lemieux responded that "she was comfortable with her numbers." In April 2005, the City discovered that the health insurance line item was underfunded. Consequently, the Board of Aldermen convened an ad hoc health care budget committee to investigate the circumstances leading up to the shortfall. Plaintiff alleged that between her two interviews with the committee, she was summoned to a meeting with the mayor, at which he asked her whether she, as department manager, should be held responsible for the budget shortfall. Plaintiff refused to accept responsibility, explaining that she had tried to prevent the error by raising her concerns with Lemieux and others. Further, Plaintiff alleged that on a separate occasion, the mayor suggested that they "all share the blame," but she refused his suggestion. Subsequently, Plaintiff started receiving poor performance evaluations and later received disciplinary actions. She would later be demoted. Shortly after her demotion, Plaintiff took a leave of absence under the Family and Medical Leave Act; while still on leave, Plaintiff resigned her position, stating she wished to retire early. Three years after her resignation, Plaintiff sued the City alleging constructive discharge and breach of contract. Finding that Plaintiff's suit fell outside the statute of limitations, and that Plaintiff had no enforceable employment contract with the City, the Supreme Court affirmed summary judgment granted in favor of the City.

Petitioner Edeltraud Elter-Nodvin appealed a superior court order that dismissed her claims against Respondents (her daughters) Leah and Madeline Nodvin. The claims sought to impose a constructive trust on insurance and retirement account proceeds that would otherwise pass to her daughters. Petitioner was married to Stephen Nodvin in 1986, and had Respondents. In 2009, Stephen filed for divorce, the couple separated, and Petitioner moved abroad. In October of that year, the family division issued an anti-hypothecation order instructing the parties to refrain from, among other things, disposing of marital property while proceedings were pending. Sometime thereafter, Stephen changed the beneficiaries of certain life insurance policies and retirement accounts from Petitioner to the couple’s daughters. After changing the beneficiaries, Stephen died. In 2011, Petitioner sued her daughters for the insurance and retirement account proceeds. She argued that the circumstances under which her husband changed his beneficiaries justified the imposition of a constructive trust. The daughters, one of whom was still a minor and represented by guardians, moved to dismiss the petition. They argued that Stephen’s change of beneficiaries did not violate the anti-hypothecation order, and, therefore, their status as the named beneficiaries entitled them to the proceeds of their father’s insurance policies and retirement accounts. Upon review, the Supreme Court concluded that Stephen's action did not violate the plain language of the anti-hypothecation order. Further, the Court held that the superior court properly dismissed Petitioner's breach of contract and constructive trust claim because she failed to allege facts to establish a contract or a confidential relationship at the time Stephen changed beneficiaries: "while the divorce action was pending, Petitioner could not rely upon Stephen to provide for her based on a spousal obligation. Rather, if she wished to remain beneficiary of the insurance policies, she should have asked the court to order Stephen not to alter them."

Respondent Liberty Mutual Fire Insurance Company appealed a superior court order that denied its motion for summary judgment and granted summary judgment in favor of Petitioner Rebecca Rivera. The court ruled that an automobile policy (policy) issued to Rivera’s parents excluded liability coverage but afforded uninsured motorist coverage for injuries Rivera sustained in a single-vehicle accident in Dracut, Massachusetts. Upon review, the Supreme Court affirmed the grant of summary judgment in Petitioner's favor: "the terms of the owned vehicle exclusion appear to remove [Petitioner's vehicle] from the definition of uninsured motor vehicle even though, as to Rivera, there [was] no insurance available. While Liberty Mutual is free to limit the extent of its liability through the use of an exclusion it cannot do so in contravention of statutory provisions or public policy."

Plaintiff Josephine Lamprey appealed a superior court order that dismissed her against Defendants, Britton Construction, Inc. (Britton), DeStefano Architects, PLLC f/k/a Lisa B. DeStefano (DeStefano) and Dave Sherwood, pursuant to the statutes of limitations and repose. Plaintiff hired the defendants to design and build her home. DeStefano was the architect; Britton was the general contractor; and Sherwood was the mason who installed the home’s extensive stonework, including a stone veneer, terrace and stone chimneys. Plaintiff began living in the house in November 2001, but never obtained a certificate of occupancy. Within one year, water damage appeared on the wood floors. In 2006, Plaintiff hired Sherwood to repair loose stones on her terrace. In 2010, when Plaintiff replaced her stone terrace with granite, the mason in charge of the replacement noticed problems with the home’s stonework requiring significant repairs. As a result, Plaintiff sued the defendants, alleging negligence and breaches of warranty in her home’s construction. Britton requested dismissal pursuant to the statute of limitations for personal actions. Sherwood moved to dismiss, arguing that the construction statute of repose also barred Plaintiff’s claims. Plaintiff responded by arguing, among other things, that the statutes should be tolled because Sherwood had fraudulently concealed her home’s masonry problems. Upon review, the Supreme Court affirmed in part, and reversed in part. The trial court properly dismissed all claims against Destefano. Although the trial court properly dismissed the claims against Britton and Sherwood initially, "it unsustainably exercised its discretion by not permitting Plaintiff to amend her writ to add fraudulent concealment allegations related to the bent masonry ties that concealed defects in her home’s stone veneer. Plaintiff’s amended claims against Britton and Sherwood related to the stone veneer were allowed. The Court remanded the case for further proceedings.