Justia Contracts Opinion Summaries

Northern Oil & Gas, Inc. appealed a judgment ordering reformation of an oil and gas lease and quieting title to the oil and gas leasehold estate in Murex Petroleum Corporation, John H. Holt, LBK Sales & Service, Inc., Racer Oil & Gas, LC, and Double L, LLC. In 2007, a landman working for Morris Creighton signed an oil and gas lease with the original mineral holder. The lease was recorded, but a month later, a typographical error was discovered in the lease’s property description. Six months later, Creighton assigned his interest in the lease, with an exception of an overriding royalty interest, to Antares Exploration Fund, L.P. Antares then assigned its interest in the Creighton lease to Northern. Northern brought an action to quiet title against Creighton and Murex to determine rights of the parties to the oil and gas leasehold estate. Murex filed a third-party complaint against the original mineral rights holders, a cross-claim against Creighton, and a counterclaim against Northern. Upon review, the Supreme Court concluded that the district court erred in concluding, as a matter of law, that Creighton was not a good faith purchaser and the Court held that there was a question of fact whether Creighton had constructive notice when he acquired rights under the lease. The Court reversed the judgment and remanded the case for further proceedings. View "Northern Oil & Gas, Inc. v. Creighton" on Justia Law

Affordable appealed the district court's grant of Fannie Mae's motion to dismiss, concluding that EFA had not acted as Fannie Mae's agent in originating the loan for a senior living complex that Affordable purchased and that the loan documents unambiguously authorized a prepayment penalty. The court affirmed the dismissal of Affordable's claims for negligent misrepresentation, breach of the covenant of good faith and fair dealing, and unjust enrichment. However, the court reversed the dismissal of Affordable's breach of contract claim where the agreement was ambiguous as to whether "condemnation award" included a sale in lieu of condemnation and remanded for further proceedings. View "Affordable Communities of MO v. Federal Nat'l. Mortgage Assoc." on Justia Law

After defendant, a developer, had not furnished a "printed property report," as required by the Interstate Land Sales Full Disclosure Act (ISLA), 15 U.S.C. 1701 et seq., plaintiff claimed that their contract to purchase a condominium unit from defendant was voidable. On appeal, defendant challenged the district court's grant of summary judgment to plaintiff. At issue was whether a single-floor condominium unit in a multi-story building was a "lot," thus triggering the disclosure and reporting requirements of the ISLA. The Consumer Financial Protection Bureau (CFPB) and the Department of Urban Development (HUD) promulgated a rule defining the term "lot" to require the "exclusive use of... land," and, in turn, interpreted the term "land" to mean "realty," thus applying ILSA's requirements to condominium units in multi-story buildings. Because "land" could be used as a term of art meaning "realty," the court held that CFPB and HUD have reasonably interpreted their own definition of the term "lot." Accordingly, the court concluded that the district court properly granted summary judgment to plaintiff. Further, the district court did not err or abuse its discretion by awarding attorneys' fees. View "Berlin v. Renaissance Rental Partners, LLC" on Justia Law

Defendants The Pantry, Inc., and Herndon Oil Corporation appealed a judgment entered on a jury verdict in favor of plaintiffs Kaycee Mosley and Alana Byrd. The appeals primarily concerned whether Kaycee and Alana's mother, Murel Mosley, unreasonably withheld consent to Herndon Oil's assignment of a lease between Murel and Herndon Oil. Upon review of the matter, the Supreme Court reversed the judgment and remanded the case, concluding that Murel unreasonably withheld consent to the assignment of the lease from Herndon Oil to The Pantry. Thus, Herndon Oil had the right under the lease agreement to assign the lease to The Pantry despite Murel's failure to consent. Furthermore, neither Herndon Oil nor The Pantry could be liable on a conversion claim. View "The Pantry, Inc. v. Mosley" on Justia Law

Landlord and Tenant entered into a twelve-year lease for commercial space. The lease required a separate guaranty agreement to be executed by Guarantor. Tenant stopped making rent payments a couple of years later, and thereafter, Landlord reentered and took possession of the premises, thereby terminating the lease. Landlord subsequently filed suit against Tenant and Guarantor for damages arising from the breach of contract. The superior court granted summary judgment to Landlord as to liability and awarded damages in the amount of $1,092,653, for which Tenant and Guarantor were jointly liable. The appeals court affirmed in part and vacated the judgment assessing damages and remanded. The Supreme Court (1) affirmed the part of the judgment finding Tenant liable for breach of the lease and assessing damages for the period before termination of the lease in the amount of $37,276 plus prejudgment interest; and (2) vacated the part of the judgment assessing damages for the period following termination of the lease and awarding attorney's fees. View "275 Washington St. Corp. v. Hudson River Int'l, LLC" on Justia Law

Plaintiff, purchaser of real property, sought damages resulting from alleged fraudulent misrepresentations. Plaintiff purchased property advertised as development-ready with an active waste-water permit. Plaintiff then learned that the permit had expired, but nevertheless maintained possession of the property and continued making its required financing payments. Plaintiff did not allege fraud until it defaulted on the modified promissory note - the original note having been modified after plaintiff defaulted - and faced foreclosure. The court held that plaintiff, with full knowledge of the alleged fraud, ratified the purchase and sale price of the property. Such ratification foreclosed plaintiff's right to damages, because plaintiff received the benefit of its bargain. Therefore, the court affirmed the judgment of the district court. View "R&L Investment Property, L.L.C v. Hamm, et al" on Justia Law

Clarinet sued Essex alleging that Essex wrongfully refused to pay Clarinet under a commercial general liability insurance policy. Clarinet sought payment for expenses for stabilizing and demolishing a building that it owned, in accordance with Clarinet's interpretation of the policy. Essex denied coverage and refused payment. The insurance policy contained several conditions and exclusions, including the owned property exclusion. The court held that the district court properly granted summary judgment to Essex and denied relief to Clarinet because the owned property exclusion barred coverage. View "Clarinet v. Essex Ins. Co." on Justia Law

Plaintiffs filed suit against Wells Fargo after plaintiffs' application for a mortgage modification under the Home Affordable Modification Program (HAMP) was denied. The district court concluded that plaintiffs had failed to state a claim upon which relief could be granted and therefore granted Wells Fargo's motion to dismiss. The court concluded that plaintiffs have not plausibly stated a breach of contract claim; plaintiffs' negligence claim failed because there was no express or implied contract and therefore, no tort duty could arise as a matter of law; plaintiffs' Maryland Consumer Protection Act, Md. Code Ann., Com. Law 13-301(1), claim failed because Wells Fargo did not make misrepresentations when it stated that it needed more information to process plaintiffs' HAMP application; and the district court court properly dismissed the negligent misrepresentation and common law fraud claim. Accordingly, the court affirmed the judgment. View "Spaulding v. Wells Fargo Bank, N.A." on Justia Law

The parties to this complex dispute were Plaintiffs, the Protestant Episcopal Church in the Diocese of Virginia (the Diocese) and the Protestant Episcopal Church in the United States of America (TEC), and Defendants, seven local congregations, including The Falls Church (collectively, the CANA congregations), Appellant in the present case. After The Falls Church disaffiliated from TEC, Plaintiffs filed complaints asserting that all personal and real property held by the CANA congregations was actually held in trust for TEC and the Diocese. The trial court found that Plaintiffs carried their burden of proving they had contractual and propriety interests in the church property at issue and granted relief to Plaintiffs. The Supreme Court affirmed in part and reversed and remanded in part, holding (1) Plaintiffs had a proprietary interest in the properties, and therefore, a constructive denominational trust should be imposed in the properties; (2) the trial court correctly ordered Appellant to convey the property to Plaintiffs; and (3) the trial court erred in its disposition of personal property acquired by Appellant after the vote to disaffiliate. View "The Falls Church v. Protestant Episcopal Church in the U.S." on Justia Law

Appellant retained Law Firm as his counsel in two cases filed against Appellant by his brother. The parties settled. Thereafter, the circuit court (1) ordered Appellant to pay $130,000 to his attorney from proceeds deposited with the circuit court pursuant to the settlement agreement; (2) denied Appellant a jury trial on the attorney's fee issue; and (3) refused to allow an appeal bond pursuant to Va. Code Ann. 8.01-676.1(C), which would have suspended execution of its award. The Supreme Court affirmed, holding that the circuit court (1) had jurisdiction to resolve Law Firm's fee dispute with Appellant; (2) did not err in overruling Appellant's jury trial request; and (3) erred in refusing Appellant's request to post an appeal bond and suspend the award, but because the court's award to Law Firm was proper, the error was harmless. View "Henderson v. Ayres & Hartnett, P.C." on Justia Law