Justia Contracts Opinion Summaries

Appellant Jay Warren appealed an order that denied his Rule 55(c) and Rule 60(b)(1), SCRCP motions, as well as his independent motion to set aside a judgment sale. On appeal, he contested only the denial of his motion to set aside. Warren is a state bail bondsman, and Respondent Arrow Bonding Company is also in the bond business. Warren agreed to be responsible if a mutual client forfeited a surety bond issued by Respondent. In October 2006, Respondent obtained a $5,120.00 judgment against Warren after the client forfeited. In August 2007, the clerk issued a Judgment Execution, and on September 19, 2007, the sheriff issued an Execution Account Statement. In this statement, he reported receiving a $1,000 payment from Warren, from which he deducted his $52.50 fee, leaving $947.50 to be applied against the debt. After deducting the $947.50 and adding the interest accrued as of September 19, 2007, Warren's judgment debt stood at $4,705.15. In January 2008, Respondent brought an action to foreclose its judgment lien. Warren did not answer, and the clerk granted Respondent's motions, ordering entry of the default against Warren, and referring the matter to the Master-in-Equity. On the sales day, Warren went to the sheriff's office and tendered the amount due under the original judgment, not the amount then due in light of the accumulated interest and other fees. The Master issued a deed to Respondent, who bought all of Warren's properties, which were sold at the sale as a single lot, leaving a deficiency. Warren filed a motion to set aside the default order under Rule 55(c) and/or Rule 60(b), and to set aside the foreclosure deed. The Master denied all relief requested, and denied the request to reconsider his decision. Upon review of the matter, the Supreme Court concluded that the Master did not err in refusing to set aside the sale or by selling the properties as a single lot. View "Arrow Bonding Company v. Warren" on Justia Law

Plaintiff entered into a lease with Defendant containing optional renewal terms. The parties disputed whether the option was properly exercised. Defendant then informed Plaintiff that if it failed to vacate the leasehold, Defendant would pursue legal action. Plaintiff brought this action to forestall that eventuality. At issue in this case was whether the Court of Chancery can exercise jurisdiction over what is essentially a real estate possession action, notwithstanding that the Legislature has vested exclusive jurisdiction over such matters with the Justice of the Peace Courts. The Court of Chancery granted Defendant's motion to dismiss, concluding (1) the Court does not have jurisdiction, under the facts of this case, to enjoin Defendant from seeking relief from the Justice of the Peace Court in this matter where that court has exclusive jurisdiction; and (2) a claim does not exist in equity to nullify Defendant's contractual rights arising from Plaintiffs' purported failure to timely exercise an option. View "Heartland Del. Inc. v. Rehoboth Mall Ltd. P'ship" on Justia Law

Vanderbilt sued to foreclose against appellees for defaulting on their installment payments on a mobile home and appellees responded by claiming that they had been released from any underlying debt on the retail installment contract. Intervenors claimed that Vanderbilt, CMH, and their parent company CHI, had filed false liens on their land as collateral for appellees' retail installment contract. The court affirmed the judgment and award of damages with respect to intervenors' claims. The court reversed and remanded the judgment as to Vanderbilt's claims against appellees, as well as appellees' counterclaims. View "Vanderbilt Mtge. and Fin. Inc. v. Flores, et al." on Justia Law

Stephen E. Lipscomb ("Appellant"), the manager of SEL Properties, LLC ("SEL") appealed a jury verdict against him for tortious interference with a contract entered into by SEL with Dutch Fork Development Group, II, LLC and Dutch Fork Realty, LLC (collectively "Respondents"). Appellant contended that he could not be held individually liable in tort for a contract that was breached by SEL. Alternatively, Appellant challenged the jury's award of $3,000,000 in actual damages to Respondents on grounds: (1) that the trial judge erred in charging the jury that lost customers and lost goodwill were elements of damages as there was no evidence of such damages; and (2) that the award was improper and should have been reduced as the actual damages for the tort claim were "coextensive" with or subsumed in the jury's award of actual damages to Respondents for the breach of contract claim against SEL. Upon review, the Supreme Court found that Appellant was entitled to a directed verdict as to the claim of tortious interference with a contract. Accordingly, the Court reversed the jury's award of damages. View "Dutch Fork Development v. SEL Properties" on Justia Law

This action involved a dispute between certain members of two Delaware real estate holding companies, Defendant Companies and the Companies' manager, Rubin Schron. Plaintiffs, MICH and SEEVA Entites, originally brought an action against Schron and Schron-affiliated entities in New York (the MICH/SEEVA action) alleging breaches of fiduciary duty and of the Companies' operating agreements. In response, Schron filed an opposing action in New York against the MICH and SEEVA entities' majority owners and controllers, alleging breaches of fiduciary duty and legal malpractice. The New York court dismissed the MICH/SEEVA action, holding that the operating agreements required all claims against the Companies to be brought in Delaware. Plaintiffs then filed this action, which Schron moved to stay or dismiss. The Chancery Court granted Defendants' motion to stay this action in favor of Schron's first-filed New York action. Plaintiffs then filed combined motions for reconsideration and certification of an interlocutory appeal. The Chancery Court held that, with the exception of Plaintiffs' claim regarding Defendants' withholding of certain distributions allegedly owed to Plaintiffs, Plaintiffs' motion should be denied because Plaintiffs did not demonstrate that relief was warranted. View "MICH II Holdings LLC v. Schron" on Justia Law

Appellant RFT Management Co., L.L.C. (RFT) brought this action against respondents Tinsley & Adams, L.L.P. and attorney Welborn D. Adams (collectively, Law Firm) based on their legal representation of RFT during the closing of its purchase of two real estate investment properties in Greenwood County. RFT alleged claims for (1) professional negligence (legal malpractice), (2) breach of fiduciary duty, (3) violation of the South Carolina Unfair Trade Practices Act1 (UTPA), and (4) aiding and abetting a securities violation in contravention of the South Carolina Uniform Securities Act of 2005 (SCUSA). The trial court granted a directed verdict in favor of Law Firm on RFT's causes of action regarding the UTPA and SCUSA, and it merged RFT's breach of fiduciary claim with its legal malpractice claim. The jury returned a verdict in favor of Law Firm on RFT's remaining claim for legal malpractice. RFT appealed, and the Supreme Court certified the case from the Court of Appeals for its review. Upon review of the matter, the Supreme Court affirmed the trial court with respect to all issues brought on appeal. View "RFT Management Co. v. Tinsley & Adams" on Justia Law

WR sought to develop a medical office building by executing a long-term ground lease to a developer, who would design, finance, construct, and own the facility, leasing space to WR. WR requested proposals, describing a 30-year ground lease for a 30,000 square foot medical facility. Citadel submitted a proposal. Negotiations followed. WR signed an “Authorization to Proceed” stating that WR “will only be responsible for architectural and engineering fees in the event [W R] does not execute its space leases and ground lease.” Citadel hired attorneys, architects, engineers; refined plans: conducted zoning review, and began securing financing. Negotiations failed. WR terminated the relationship, just as Citadel was preparing to commence construction. WR refused to pay expenses unless it received the plans; entered into contracts with Citadel’s architect and engineer; used their plans and built the facility. The district court rejected Citadel’s claims. The parties settled with respect to pre-construction costs and fees. The Seventh Circuit affirmed. Citadel failed to show that WR agreed to complete the arrangement. When the relationship ended, they had not agreed on essential lease terms. No language in the agreement required the parties to negotiate in good faith, nor did it establish a framework for the negotiation process. View "Citidal Grp. Ltd. v. Washington Reg'l Med. Ctr." on Justia Law

Highlands of Lay, LLC ("Highlands") appealed a default judgment entered in favor of Edward O. Murphree. Murphree sued Highlands and John J. Miller, who Murphree alleged was a member of Highlands and its authorized agent. Murphree alleged fraudulent concealment, fraudulent misrepresentation, negligent misrepresentation, promissory estoppel, and breach of contract, arising out of a real-estate transaction. After he amended his complaint, Murphree was not able to obtain service upon Highlands or Miller, and the trial court granted a motion to serve them by publication. Highlands and Miller answered, and Highlands filed a counterclaim alleging negligence. Murphree then served discovery requests on Highlands. Murphree later sent additional discovery requests to Highlands and Miller; Highlands and Miller did not respond. When Highlands and Miller continued to be unresponsive to the suit, Murphree moved for a default judgment. Upon review of the case, the Supreme Court found that some of the issues presented in the then-still pending claim against Miller were the same issues presented in this appeal by Highlands. Highlands argued that the trial court erred in not setting aside the default judgment against it because it had a meritorious defense to Murphree's claims based on Miller's statements or e-mail from Miller and the timing of statements or e-mail to Murphree. "Appellate review in piecemeal fashion is not favored." The Court concluded that the trial court exceeded its discretion in certifying the judgment entered against Highlands as final pursuant to Rule 54(b). Highlands' appeal was therefore dismissed. View "Highlands of Lay, LLC v. Murphree " on Justia Law

In the second of two lawsuits brought by appellant Francie Bonnell against her daughter and son-in-law, respondents Sabrina and Steven Lawrence, Appellant appealed the grant of summary judgment from the first suit, along with its associated fee award. The underlying case arose from a $135,000 payment that Bonnell made to retire the mortgage debt on her daughter’s home ("Lindell premises"). Bonnell saw the payment as an advance on what her daughter would eventually inherit anyway, but with a catch: She expected, in return, a life estate in the premises, allowing her to live in the home, rent-free, for the rest of her life. The daughter acknowledged the $135,000 payment. However, she viewed it as a loan (which she and her husband repaid when they deeded Bonnell a different home with equity of $135,000). No writing memorialized the latter agreement, and the facts of the case questioned whether there was one. In her first suit, Bonnell asserted a variety of legal and equitable claims, all premised on her claimed life estate in the Lindell premises. Bonnell's attorney had withdrawn, and she continued in proper person. She received the motion for summary judgment, but she did not file a written opposition to it, and it was granted by written order. More than a year later, Bonnell obtained new counsel, who filed this second suit on her behalf. Although filed in the same judicial district and repeating the claims in the first suit, the second suit went to a new district court judge. The Lawrences moved to dismiss the second suit for failure to state a claim under NRCP 12(b)(5). They argued that res judicata barred relitigation of Bonnell’s claims and that, to the extent Bonnell identified grounds for avoiding the prior summary judgment, she could and should have asserted them by motion under NRCP 60(b)(1)-(3) within the six-month deadline specified in the rule. The district court credited the Lawrences’ arguments, rejected Bonnell’s, and dismissed the second suit with prejudice. Upon review, the Supreme Court affirmed. View "Bonnell v. Lawrence" on Justia Law

Respondent/cross-appellant Precision Construction, Inc. solicited bids from subcontractors for the design and installation of an early suppression, fast response sprinkler system. Certified Fire Protection, Inc. submitted a bid. Precision notified Certified that it won the bid, and Precision entered into a contract with the owner to complete the project. Certified obtained a copy of the subcontract along with a set of construction plans and sprinkler system specifications. The subcontract’s provisions required Certified to complete the preliminary design drawings of the sprinkler system within two weeks and to obtain a certificate naming Precision as an additional insured. Over the next few weeks, Precision asked Certified several times to sign the subcontract and provide the additional-insured certificate. Certified objected to the subcontract as imposing terms that differed from the bid specifications. It complained that the unanticipated terms changed the scope of work and that it would have to amend its bid accordingly. Certified also took exception to some of the generic contractual provisions, including the additional-insured requirement. Nonetheless, Certified hired specialists to work on the Precision contract, and began work. Precision and Certified communicated several more times about getting the subcontract signed. Eventually Precision terminated its relationship with Certified for refusing to sign the subcontract, for not providing the additional-insured endorsement, and for incorrect designs. At Precision’s request, Certified submitted an itemized billing for the work it had performed; its bill reported costs of $25,185.04, which included design work and permit fees for the project. Precision deemed the costs too high and never paid. Certified placed a mechanic’s lien on the property and sued to recover for its design-related work. Certified’s complaint sought to foreclose the mechanic’s lien and damages for unjust enrichment, quantum meruit, and breach of contract. On appeal, Certified argued that the district court failed to determine whether a contract for the design-only work existed but conceded that the parties never reached agreement on the full design and installation contract. Certified also asserted that the district court erred in concluding that Precision was neither unjustly enriched nor liable to Certified in quantum meruit because Precision did not benefit from the work performed. On cross-appeal, Precision argued that the district court abused its discretion in denying Precision’s motion for attorney fees. Because the Supreme Court agreed with the district court that Certified did not provide sufficient evidence to establish either an implied-in-fact contract or unjust enrichment, the Court affirmed. Additionally, the Court affirmed on cross-appeal the district court’s order denying attorney fees. View "Certified Fire Prot. v. Precision Constr." on Justia Law