Justia Contracts Opinion Summaries

Cuevas Machine Company entered into a subcontract with O’Neal Constructors for fabrication and machining work at a filtration plant owned by Calgon Carbon Corporation in Mississippi. Under the subcontract, Cuevas was to be paid after Calgon paid O’Neal. Despite nonpayment from O’Neal, Cuevas continued its work. In October 2023, Cuevas recorded two construction liens totaling over $1.2 million against Calgon’s property, but the lien documents did not explicitly state the last date labor, services, or materials were supplied—a statutory requirement. Instead, Cuevas attached invoices to the liens, which included dates, but it was unclear whether these dates satisfied the statutory requirement.After Cuevas filed suit to foreclose on the liens in Mississippi state court, Calgon removed the case to the United States District Court for the Southern District of Mississippi and moved to dismiss. The district court granted Calgon’s motion, dismissing Cuevas’s complaint with prejudice under Rule 12(b)(6). The district court concluded, making an Erie guess, that the liens were unenforceable because they did not clearly specify the required “last date” in the manner demanded by Mississippi law, and found that the attached invoices did not sufficiently cure this defect.On appeal, the United States Court of Appeals for the Fifth Circuit reviewed the district court’s decision de novo. Finding Mississippi law ambiguous on whether attachments that do not plainly state the “last date” can satisfy the statutory requirement, the Fifth Circuit certified the following question to the Mississippi Supreme Court: whether attaching invoices that do not explicitly state the “last date labor, services or materials were supplied” satisfies the requirement under Miss. Code Ann. § 85-7-405(1)(b) that a lien “specify the date the claim was due.” The Fifth Circuit did not decide the merits, instead certifying the question for authoritative resolution. View "Cuevas Machine v. Calgon Carbon" on Justia Law

A property owner, Gary Binning, purchased land in Wyoming that was subject to a conservation easement held by The Nature Conservancy (TNC). This easement restricted the types of structures that could be built on the property, allowing only one single-family residential structure per parcel. Binning sought to build a guest house in addition to a main house, but TNC denied his request, citing the easement’s terms. This dispute led to litigation, and the Wyoming Supreme Court ultimately ruled that the easement did not permit construction of any guest house or secondary residential structure.Following this decision, Binning met with TNC’s Wyoming state director, Hayley Mortimer, who, according to Binning, suggested during an informal lunch meeting that he could build a structure accommodating overnight guests as long as it was not called a “guest house” and did not include a kitchen. Binning later sought approval for new building plans, but TNC rejected them, and Mortimer’s subsequent written communication did not confirm any such oral promise. Binning then filed suit in the United States District Court for the District of Wyoming, asserting a claim of promissory estoppel based on Mortimer’s alleged statements.The district court granted summary judgment in favor of TNC, finding that Binning failed to establish the required elements of promissory estoppel under Wyoming law: a clear and definite promise, reasonable reliance, and that enforcement was necessary to avoid injustice. On appeal, the United States Court of Appeals for the Tenth Circuit agreed, holding that Mortimer’s alleged statements were not sufficiently clear and definite to constitute a promise, any reliance by Binning was unreasonable under the circumstances, and no injustice would result from refusing enforcement. The Tenth Circuit affirmed the district court’s judgment. View "Four B Properties v. The Nature Conservancy" on Justia Law

A public entity contracted with a general contractor to construct a major rail line project. The general contractor, in turn, subcontracted a significant portion of the work to a subcontractor. As the project progressed, it experienced numerous delays and disruptions, which the subcontractor claimed increased its costs. After completing its performance, the subcontractor, relying on expert analysis of its additional costs, filed a verified statement of claim under the Colorado Public Works Act, asserting it was owed additional millions for labor, materials, and other costs, including those stemming from delay and disruption.Following the filing, the general contractor substituted a surety bond for the retained project funds and the subcontractor initiated litigation in Denver District Court. After a bench trial, the trial court found in favor of the subcontractor, concluding that its verified statement of claim was not excessive and that there was a reasonable possibility the claimed amount was due. The court awarded the subcontractor damages for delay, disruption, and unpaid funds. The general contractor appealed, contending the claim was excessive and should result in forfeiture of all rights to the claimed amount. The Colorado Court of Appeals reversed in relevant part, holding that the verified statement of claim was excessive as a matter of law and that the subcontractor forfeited all rights to the amount claimed. This disposition left certain issues raised by the subcontractor on cross-appeal unaddressed.The Supreme Court of Colorado granted review and held that, under the Public Works Act, disputed or unliquidated amounts—including delay and disruption damages—may be included in a verified statement of claim if they represent the specified categories of costs and the claim is not excessive under the statute. The court also held that filing an excessive claim results only in forfeiture of statutory remedies under the Act, not all legal remedies. The Supreme Court reversed the Court of Appeals’ judgment and remanded for further proceedings. View "Ralph L. Wadsworth Constr. Co. v. Reg'l Rail Partners" on Justia Law

A seller owned a twelve-unit apartment complex and entered into a written contract to sell the property to a buyer for $1.3 million, with a closing date set on or before November 30, 2021. The contract contained a financing contingency requiring the buyer to provide written proof of financing or inability to obtain financing by November 26, 2021, stating that “time is of the essence.” After the buyer’s bank conditionally approved financing, but anticipated a delay in the appraisal, the buyer informed the seller and attempted to extend the financing deadline. While the seller did not sign proposed written extensions, both parties continued to communicate about closing logistics, including scheduling a closing in December. On December 3, the seller terminated the contract, expressing unwillingness to proceed with the sale.The Superior Court of Hillsborough County denied the seller’s motion for partial summary judgment, rejecting the argument that the buyer’s failure to meet the financing deadline constituted a breach entitling the seller to terminate. The court also denied the seller’s motions in limine to exclude evidence of oral communications and closing agent emails. After a jury trial, the jury found the buyer had not materially breached the contract, that the parties had agreed to extend the closing, and that the seller had materially breached. The trial court then awarded specific performance, ordering the sale to proceed.On appeal, the Supreme Court of New Hampshire affirmed. The court held that the seller’s conduct after the missed financing deadline raised a material factual dispute about whether the seller waived its right to declare a default. The court also found that the trial court properly admitted evidence of oral communications and that the longstanding presumption favoring specific performance in land sale contracts applied, even where the buyer was an investor. The trial court’s judgment was affirmed. View "J&C Properties v. Rayster Realty" on Justia Law

The dispute arose from a contract signed on May 12, 2021, under which Kindra Cooper agreed to purchase a house from Highland Rim Investments, LLC. Delays in closing led the parties to enter into three extensions, but the sale never concluded. Cooper then sued for specific performance, declaratory judgment, and damages, later amending her complaint to add additional defendants and claims, including various forms of misrepresentation and a request to pierce Highland Rim’s corporate veil. During litigation, certain claims were dismissed, and after a jury trial, the jury awarded Cooper compensatory and punitive damages against Highland Rim and Monique Dollone, but found for other defendants on the misrepresentation claims.The Madison Circuit Court entered judgment on the jury's verdict, awarded Cooper attorney fees, granted her motion to pierce the corporate veil as to one defendant, and later appointed a receiver over Highland Rim to preserve its fiscal health until the judgment was satisfied. The defendants moved for post-judgment relief, which was denied, and then appealed both the judgment and the receivership order.The Supreme Court of Alabama reviewed the appeals. It found that the trial court erred by requiring the parties to strike the jury from a list of only 21 prospective jurors, rather than the 24 required by Alabama Rule of Civil Procedure 47(b). This procedural error mandated reversal. The Supreme Court of Alabama held that the trial court’s judgment in favor of Cooper and its order appointing a receiver over Highland Rim must be reversed. The cases were remanded for further proceedings consistent with this opinion. View "Highland Rim Investments, LLC v. Cooper" on Justia Law

The case concerns a dispute arising from a real estate transaction involving an 80-acre property in Livermore, California. Guinnane Construction Co., Inc. entered into a contract to purchase an interest in the property from the Petersons, after being assigned the DeLimas’ right of first refusal. Defendants, including Edmund Jin, his real estate agent Stephen Marc Chess, and Chess’s firm, interfered with this transaction by negotiating a purchase with the Petersons despite knowledge of the right of first refusal. The Petersons ultimately sold their interest to Jin, prompting Guinnane to file a successful specific performance action against the Petersons and the subsequent conveyance of the property interest to Guinnane.After prevailing in the specific performance action, Guinnane filed a new lawsuit in the Alameda County Superior Court against Jin, Chess, and Chess’s firm, seeking damages for inducement of breach of contract and intentional interference with contractual relations. Guinnane was awarded compensatory damages, including the attorney fees incurred in the specific performance action. Guinnane then sought to recover the attorney fees incurred in prosecuting this subsequent “tort of another” action against the defendants. The trial court, presided over by Judge Victoria Kolakowski, denied Guinnane’s motion for these additional fees.On appeal, the Court of Appeal of the State of California, First Appellate District, Division Two, reviewed whether, under the tort of another doctrine, Guinnane could recover attorney fees incurred in the action against the tortfeasors themselves. The court held that such fees are not recoverable under the tort of another doctrine, as it allows recovery only for fees incurred in litigation with third parties necessitated by the defendant’s tort, not for fees incurred in suing the tortfeasor. The court affirmed the posttrial order denying Guinnane’s motion for these attorney fees. View "Guinnane Construction Co., Inc. v. Chess" on Justia Law

A purchaser entered into a condominium sales contract with a developer, which incorporated an escrow agreement between the developer and an escrow company. The purchaser was not a signatory to the escrow agreement, nor was the escrow company a party to the sales contract. After the purchaser defaulted on the sales contract by failing to make the required closing payment, the developer sent notices of default and contract termination, copying the escrow company. The termination notices included instructions regarding the disposition of the purchaser’s escrowed deposits—one letter indicated the developer would retain fifteen percent of the purchase price as liquidated damages, while a later letter stated the intent to retain the entire deposit. The escrow company subsequently released the entire escrow balance to the developer.Prior to this appeal, the Circuit Court of the First Circuit granted summary judgment in favor of the escrow company on the purchaser’s claims for breach of contract and breach of fiduciary duty, finding that the escrow company had complied with the escrow agreement as incorporated into the sales contract. The Intermediate Court of Appeals (ICA) affirmed denial of the purchaser’s partial summary judgment motion but vacated summary judgment for the escrow company on the breach of contract and fiduciary duty claims. The ICA found a genuine issue of material fact as to whether the escrow company breached its duties by releasing all funds after receiving what it characterized as conflicting instructions from the developer.The Supreme Court of the State of Hawai‘i held that the escrow company strictly complied with the terms of the escrow agreement, which, upon default and proper written notice, required release of all escrowed funds to the developer. The court concluded there was no genuine issue of material fact regarding breach of contract or fiduciary duty. The court vacated the ICA’s judgment regarding those claims and affirmed summary judgment for the escrow company, remanding only the issue of attorney fees to the ICA. View "Yamaguchi v. Title Guaranty Escrow Services, Inc." on Justia Law

A renewable energy developer was awarded a standard-offer contract in 2014 to build a solar facility in Bennington, Vermont, with a requirement to commission the project by 2016. The developer repeatedly sought and received extensions to this deadline, while simultaneously pursuing a certificate of public good (CPG), which is also required for construction. The Public Utility Commission (PUC) granted the CPG in 2018, but it was appealed, reversed, and ultimately denied on remand due to violations of local land conservation measures and adverse impacts on aesthetics. The Vermont Supreme Court affirmed the final CPG denial in 2023.While litigation over the CPG was ongoing, the developer continued to seek extensions of its standard-offer contract’s commissioning milestone. The fifth extension request, filed in 2021, asked for a deadline twelve months after the Supreme Court’s mandate in the CPG appeal. The hearing officer recommended granting it, but the PUC did not act on the request until 2024, by which time the developer’s CPG had been finally denied. The PUC dismissed the fifth extension request as moot, finding the contract had expired by its own terms. The PUC also denied the developer’s motion for reconsideration and a sixth extension request, on the same grounds.On appeal, the Vermont Supreme Court reviewed the PUC’s actions with deference, upholding its factual findings unless clearly erroneous and its discretionary decisions unless there was an abuse of discretion. The Court held that the PUC properly concluded the requested extension was moot, the contract was null and void by its terms, and there was no abuse of discretion. The Court also rejected arguments that the PUC’s actions were inconsistent with other cases or violated constitutional rights. The orders of the PUC were affirmed. View "In re Petition of Apple Hill Solar LLC" on Justia Law

A redevelopment project in Tunica County, Mississippi, involved a distressed property previously operated as a casino. The county sought to acquire the property from its private owner, TJM Properties, Inc., with plans to redevelop it into a convention center complex. Plaintiffs, including Don Hewitt, Advanced Technology Building Solutions, LLC (ATBS), and Tunica Hospitality & Entertainment, LLC (TH&E), invested significant sums in anticipation of becoming the developer and manager under a series of agreements and extensions. However, the purchase option was never exercised, and a senior lienholder ultimately foreclosed on the property.The Tunica County Chancery Court found that the plaintiffs never acquired title, held no enforceable lien, and were not parties to the key asset-purchase agreement. The court dismissed their claims with prejudice, holding that they lacked a legally cognizable property interest, standing to assert a claim, or entitlement to relief. Additionally, the chancery court enforced a previous agreed order requiring the plaintiffs to pay $200,000 to TJM for property maintenance, a payment that was never made.The Supreme Court of Mississippi reviewed the case and affirmed the chancery court’s dismissal of all claims with prejudice. The court held that the plaintiffs had no valid or enforceable lien on the property because they were not licensed contractors, performed no actual construction, and had previously waived any lien rights by consent order. The court also found no error in enforcing the $200,000 judgment and concluded that the plaintiffs lacked standing to challenge the transfer of funds between the county and TJM. The judgment of the Tunica County Chancery Court was therefore affirmed. View "Hewitt v. TJM Properties, Inc." on Justia Law

The dispute centers on a series of complex financial transactions involving a Wyoming family and their businesses, a local bank, and a commercial lender. The plaintiffs, including a married couple and their closely held LLC, entered into various loans and mortgages related to their commercial property and business operations. When financial difficulties arose—exacerbated by a downturn in the oil and gas industry—the parties restructured their debt, resulting in a 2017 mortgage and, after the operating company filed for bankruptcy, a 2019 settlement agreement. The plaintiffs later alleged that the bank and lender’s actions and omissions caused them to lose equity in both their home and commercial property, and the defendants counterclaimed for breach of the settlement agreement and sought attorney fees.The District Court of Natrona County dismissed or granted summary judgment for the bank and lender on all claims and counterclaims, finding the mortgage unambiguously secured two loans and the bank had no duty to release it after only one was repaid. It also concluded the plaintiffs could not establish justifiable reliance on any alleged misrepresentations, interpreted the settlement agreement as permitting (but not requiring) the lender to record the quitclaim deed after a sale period, and found no breach by the lender. The district court further ruled the plaintiffs breached the agreement by filing suit, thus entitling the bank and lender to attorney fees.On review, the Supreme Court of Wyoming affirmed the district court’s decisions dismissing the plaintiffs’ claims, holding the mortgage secured both loans and the bank acted within its rights. The Supreme Court, however, reversed the grant of summary judgment to the bank and lender on their counterclaims, finding that filing the lawsuit was not a breach of the settlement agreement or its implied covenant of good faith and fair dealing. Consequently, the award of attorney fees and costs to the bank and lender was also reversed. View "Adams v. ANB Bank" on Justia Law