Justia Contracts Opinion Summaries

Plaintiffs Michael Rose and RC&D, Inc. filed suit against Defendants Stephen Brusini and the law firm Orson & Brusini Ltd. alleging professional negligence and breach of contract. The hearing justice granted summary judgment for Defendants, concluding that there was no evidence of proximate cause linking Defendants’ alleged negligence and any damages Plaintiffs may have suffered. The Supreme Court vacated the judgment of the superior court, holding that Rose submitted sufficient competent evidence to preclude the entry of summary judgment for defendants on a question of fact relating to Defendants’ liability. Remanded. View "Rose v. Brusini" on Justia Law

CommScope Credit Union (Plaintiff), a state-chartered credit union, hired Butler & Burke, LLP (Defendant), a certified public accounting firm, to conduct annual independent audits of its financial statements. Plaintiff later filed a complaint alleging breach of contract, negligence, breach of fiduciary duty, and professional malpractice. Defendant pleaded seven affirmative defenses, including contributory negligence and in pari delicto. The trial court subsequently granted Defendant’s motion to dismiss and for judgment on the pleadings. The court of appeals reversed, concluding (1) the specific allegations in Plaintiff’s complaint were sufficient to state a claim for breach of fiduciary duty, and (2) Defendant’s affirmative defenses would not entitle Defendant to dismissal at this stage. The Supreme Court affirmed in part and reversed and remanded in part, holding (1) Plaintiff’s allegations did not establish that Defendant owed it a fiduciary duty in fact, and therefore, the trial court correctly dismissed Plaintiff’s breach of fiduciary duty claim; and (2) the members of the Court are equally divided on whether the facts alleged in the complaint established the defenses of contributory negligence and in pari delicto, and therefore, the court of appeals’ decision on this issue is left undisturbed. View "CommScope Credit Union v. Butler & Burke, LLP" on Justia Law

This appeal arose out of a $17 million verdict rendered in favor of Francis Maybank for claims sounding in contract, tort, and the South Carolina Unfair Trade Practices Act (UTPA). Maybank brought this action alleging he received faulty investment advice from Branch Banking and Trust (BB&T - the Bank) through BB&T Wealth Management (Wealth Management) and BB&T Asset Management (Asset Management), all operating under the corporate umbrella of BB&T Corporation (collectively, Appellants). Appellants appealed on numerous grounds, and Maybank appealed the trial court's denial of prejudgment interest. After review, the Supreme Court reversed as to an award of punitive damages based on a limitation of liability clause. The Court affirmed on all other grounds. View "Maybank v. BB&T" on Justia Law

In 2003, Dumville met with attorney Thorsen to prepare her will. Thorsen understood that Dumville wanted a will that would, upon her death, convey all of her property to her mother if her mother survived her, and, if her mother predeceased her, to the Richmond Society for the Prevention of Cruelty to Animals (RSPCA). Dumville was 43 and lived with three cats, which she desired to go to the RSPCA upon her death. Thorsen prepared, and Dumville executed, the will. She died in 2008, her mother having predeceased her. Thorsen, as co-executor of the estate, notified the RSPCA that it was the sole beneficiary of Dumville’s estate. Thorsen was informed that, in the opinion of the title insurance company, the will left only the tangible estate, not real estate, to the RSPCA. Thorsen brought suit in a collateral proceeding to correct this “scrivener’s error” based on Dumville’s clear original intent. The court found the language unambiguously limited the RSPCA bequest to tangible personal property, while the intangible estate passed intestate to Dumville’s heirs at law. The RSPCA received $72,015.60, but the bequest, less expenses, would have totaled $675,425.50 absent the error. RSPCA sued Thorsen for negligence, as a third-party beneficiary of his contract with Dumville. The court found for the RSPCA. The Supreme Court of Virginia affirmed: RSPCA was a clearly and definitely identified third-party beneficiary. View "Thorsen v. Richmond Soc'y for Prevention of Cruelty to Animals" on Justia Law

USA Power, LLC developed a power plant project in Mona, Utah called the “Spring Canyon vision.” Meanwhile, PacifiCorp entered into negotiations to purchase USA Power’s Spring Canyon assets, and USA Power provided PacifiCorp with details on the entire project. PacifiCorp terminated the negotiations, however, and began construction on a power plant project in Mona that was very similar to the Spring Canyon project. PacifiCorp also retained Jody Williams, USA Power’s former attorney, to help it obtain water rights for its project, called the Currant Creek project. USA Power brought suit against Williams, asserting malpractice claims for Williams’s alleged breach of her fiduciary duties of confidentiality and loyalty, and against PacifiCorp, alleging misappropriation of USA Power’s trade secrets. The trial court granted summary judgment for Defendants. The Supreme Court reversed. On remand, the jury returned a special verdict against PacifiCorp and Williams. The trial court reduced the unjust enrichment award against PacifiCorp, granted Williams’s judgment notwithstanding the verdict motion for lack of evidence related to causation, and determined that USA was entitled to attorney fees. Both parties appealed. The Supreme Court affirmed the trial court’s rulings as to each issue presented on appeal, holding that the court did not err in its judgment. View "USA Power, LLC v. PacifiCorp" on Justia Law

Defendant, an attorney, represented Plaintiff in post-final judgment divorce proceedings. Defendant later withdrew as counsel with the family court’s approval. Three years later, Plaintiff filed a complaint against Defendant, alleging legal malpractice, negligence, fraud, and breach of fiduciary duty. The superior court entered summary judgment in favor of Defendant on each of Plaintiff’s claims. The Supreme Court affirmed, holding (1) Plaintiff’s legal malpractice and fraud claims were barred by the statute of limitations, and the trial justice did not err in concluding that the discovery rule did not toll the statute of limitations; (2) Plaintiff’s malpractice claims necessarily failed because she did not retain an expert witness to testify in support of her case; and (3) Plaintiff’s remaining claims on appeal were wholly without merit. View "Behroozi v. Kirshenbaum" on Justia Law

In 2003, the governors of Cedar Rapids Lodge obtained the rights to build an AmericInn franchise. The company used Lightowler as the project architect. Lightowler used a standard form agreement that specified that its terms would be governed by the law of North Dakota. After changes requested by the Fire Marshal and for compliance with franchise standards, Lightowler submitted revised plans in February, 2004. Construction began in January 2004. In July, 2004, Lidberg of AmericInn led a construction site visit attended by the governors, and Olson, a Lightowler engineer. Lidberg and Olson prepared reports detailing deficiencies. The last act performed by Lightowler on the project was a response to the contractor in September, 2004. Lidberg led a second site visit in October, 2004, produced a report identifying additional deficiencies, and sent it to Siebert and Lightowler. The hotel opened for business in December, 2004, but problems continued. In December, 2009 Cedar Rapids Lodge brought claims against its former governors and others involved in the hotel project and alleging professional negligence by Lightowler. The Eighth Circuit affirmed summary judgment in favor of Lightowler, concluding that the claim was barred by the statute of limitations under either North Dakota or Iowa law. View "Cedar Rapids Lodge & Suites, LLC v. Lightowler Johnson Assocs., Inc." on Justia Law

Plaintiffs and their older brother, Kenneth Stuart, Jr. (Kenneth) were the children of Kenneth Stuart, Sr. (Stuart). When Stuart died, Plaintiffs filed a complaint alleging that Kenneth, who became an estate fiduciary, unduly influenced Stuart and breached numerous fiduciary duties owed to them as estate beneficiaries. Throughout much of Plaintiffs’ litigation against Kenneth, Kenneth engaged Defendant as a certified public accountant. Ultimately, the trial judge ruled against Kenneth and awarded monetary damages to Stuart’s estate. Plaintiffs then commenced the present action against Defendant alleging that Defendant prepared inaccurate and misleading financial statements that facilitated the misappropriation of estate funds by Kenneth. The trial court granted summary judgment in favor of Defendant. The Appellate Division reversed in part and remanded. The Supreme Court reversed, holding that Plaintiffs, in objecting to summary judgment, did not present sufficient counterevidence of their reliance on Defendant’s financial statements or a casual connection between his financial statements and their alleged injuries, as was necessary to demonstrate that a genuine issue of material fact existed on the counts of fraud, negligent misrepresentation, and accounting malpractice. View "Stuart v. Freiberg" on Justia Law

Plaintiffs Paul Choiniere and P&D Consulting, Inc. sued defendants, attorney Anthony Marshall and his law firm, Harris Beach, PLLC, alleging that they made negligent and intentional misrepresentations while representing a client in a matter involving commercial loan guaranties. Choiniere argued that he relied upon the misrepresentations when deciding not to call a $1 million loan that he made in September 2003, and P&D Consulting argued that it relied upon the misrepresentations when deciding to loan an additional $1.3 million in June 2004. Upon review of the dispute, the Supreme Court reversed the trial court's decision granting defendants summary judgment. In sum, the Court held that there were several material issues in dispute that preclude summary judgment, including the viability of the guaranty agreement after an April 28, 2004 letter, whether plaintiffs' reliance on the April 28 letter was justifiable, whether Marshall was authorized to send the letter, and whether there are any economic damages.View "Choiniere v. Marshall and Beach, PPLC" on Justia Law

Tommy Sundy petitioned for a writ of mandamus to direct the circuit court to dismiss third-party claims asserted against him by accounting firm Frost Cummings Tidwell Group, LLC ("FCT"). Adams Produce Company, Inc. ("APCI"), purchased Crestview Produce of Destin, Inc., from Sundy. As part of the transaction, APCI and Sundy executed a promissory note in the amount of $850,000, and Sundy became an employee of APCI. FCT alleges that, based on representations from APCI and Sundy, certain budget and bonus projections were set for APCI, but those goals were not met. Because of that failure, Sundy was not entitled to bonuses that had been paid to him throughout 2009. With the alleged help and direction of FCT, APCI recharacterized the bonuses as repayments of principal on the promissory note. The nonpayment of certain amounts to Sundy in the context of this action effectively increased APCI's income and decreased its indebtedness. APCI also allegedly entered into an oral, undocumented agreement with Sundy stipulating that it would make him whole in future years for the forfeited bonus payments. In 2009, APCI's shareholders decided to sell the company to API Holdings, LLC. API Holdings alleges that it discovered that, contrary to representations made by FCT in an audit report, APCI's financial statements were fraudulent, causing API Holdings to believe that APC was worth more than it actually was. API Holdings sued FCT asserting claims of negligent misrepresentation, auditing malpractice, fraud, and other claims of professional malfeasance. Among several other claims, API Holdings alleged that FCT had failed to uncover misrepresentations by Sundy and APCI and that FCT had acted fraudulently in confirming the recharacterization of Sundy's bonuses as payments on principal of the promissory note. A few months later, APC filed for Chapter 11 bankruptcy protection. APC filed an adversarial complaint in FCT's bankruptcy case, alleging that FCT's audit work had painted a false financial picture of APC upon which APC had relied in continuing to operate its business even after reaching the point of insolvency. FCT filed a third-party complaint with the bankruptcy court against Sundy and others. FCT's complaint alleged various theories under Alabama law as bases for FCT to "recover over" against Sundy. Sundy subsequently moved to dismiss FCT's third-party complaint on the basis of 6-5-440, Ala. Code 1975, Alabama's abatement statute. The circuit court denied the motion, and Sundy then filed his petition for a writ of mandamus seeking to have the Supreme Court direct the circuit court to vacate its judgment denying his motion to dismiss and to order the circuit court to dismiss FCT's claims against Sundy asserted in its third-party complaint at circuit court. The Supreme Court concluded that FCT's third-party claims against Sundy were not barred by the abatement statute. The circuit court properly declined to dismiss those claims. Therefore, the Court denied the petition for a writ of mandamus. View "In re: API Holdings, LLC v. Frost Cummings Tidwell Group, LLC" on Justia Law