Justia Contracts Opinion Summaries

The Supreme Court reversed the judgment of the district court dismissing the complaint brought by Lustre Oil Company LLC and Erehwon Oil & Gas, LLC (collectively, Lustre Oil) for lack of subject matter jurisdiction, holding that the district court did not properly weigh the relevant jurisdictional factors.Lustre Oil filed an action against A&S Mineral Development Company, LLC seeking to quiet title and to invalidate A&S's interests in forty-one of the fifty-seven oil and gases leases operated by A&S within the Fort Beck Indian Reservation, home to the Assiniboine and Sioux Tribes. The district court dismissed the action for lack of jurisdiction, concluding that A&S was an arm of the Tribes entitling it to immunity. The Supreme Court reversed, holding (1) the district court did not err in concluding that A&S's incorporation under Delaware law did not favor immunity and in thus refusing to deny A&S tribal sovereign immunity based on state incorporation alone; and (2) consideration of the White factors weighed against the extension of sovereign immunity to A&S as an arm of the Tribes for the purpose of Lustre Oil's claims in this case. View "Lustre Oil Co. v. Anadarko Minerals, Inc." on Justia Law

The Morningstars contracted to purchase a residential property from the Robisons, who intended to buy a nearby vacant lot and build a new house. When the lot they wished to buy was purchased by someone else, the Robisons failed to comply with the terms of the contract with the Morningstars. The Morningstars sought specific performance and monetary damages. The district court found the Robisons breached the contract, but denied the request for specific performance and awarded monetary damages.The Wyoming Supreme Court reversed. The district court erred in placing the burden on the Morningstars to prove monetary damages were an inadequate or impractical remedy and abused its discretion when it found specific performance was not an appropriate remedy. After finding only one of the special equities factors weighed in favor of the Robisons, the court essentially rewrote the contract to allow the Robisons to cancel because their preferred lot was unavailable. The Robisons admit they “had no legal recourse to cancel.” On remand, when determining if any monetary damages should be awarded in addition to specific performance, the court’s “guiding principle” should be to relate the contract back to August 2021, and place the Morningstars in as nearly the same position as they would have been in if the Robisons had not breached the contract. View "Morningstar v. Robison" on Justia Law

The Supreme Court affirmed the judgments of the appellate court determining that the four exclusive commercial real estate listing agreements at issue in this case were unenforceable, holding that the appellate court decided that issue correctly.When this case was first brought to the Supreme Court, the Court held that the listing agreements did not violate state antitrust law. On remand for consideration of the remaining grounds on which Defendants had prevailed at trial, the appellate court concluded that the listening agreements incorrectly failed to specify the duration of the brokerage authorization, as required by Conn. Gen. Stat. 20-325a(b) and/or (c), thus rendering them unenforceable. The Supreme Court affirmed, holding (1) the listing agreements complied with the statutory durational requirement; (2) the agreements were personal service contracts requiring the personal performance of the named broker, who died in January 2013; and (3) therefore, Defendants were not liable to Plaintiffs. View "Reserve Realty, LLC v. Windemere Reserve, LLC" on Justia Law

Pagoudis owns and is the sole member of both Sead LLC and Kearns LLC. During negotiations to purchase property from the Keidls, Pagoudis received a real estate condition report (RECR) signed by Amy Keidl. Pagoudis then signed the offer to purchase, which states that the contract is between the Keidls and Pagoudis "or assigns." Sead LLC then executed the negotiated contract and took title. Months later, Sead LLC assigned the property to Kearns LLC. After the purchase, defects were discovered that Keidl failed to disclose in the RECR, ranging from water and mildew in the basement, to insect infestations, to an unwanted piano.Pagoudis, Sead, and Kearns sued the Keidls for breach of contract, common law misrepresentation, and statutory misrepresentation. The circuit court dismissed the case, deciding that each of the parties lacked standing to pursue their stated claims; Pagoudis and Kearns were not parties to the original transaction and Sead transferred the property before filing the action and no longer has an interest in the property.The Wisconsin Supreme Court concluded that Pagoudis's and Kearns's claims against Keidl were properly dismissed. Sead's claims, however, were remanded, it was a party to the contract, received representations from the Keidls, and purchased the property. View "Pagoudis v. Keidl" on Justia Law

In this case concerning the regulation of gambling licenses in the Commonwealth the First Circuit reversed in part the summary judgment for Defendants and certified questions of law to the Massachusetts Supreme Judicial Court (SJC).An option contract for the purchase of land gave Encore Boston Harbor the option to purchase land from FBT Realty, LLC for $75 million should the Massachusetts Gaming Commission grant Encore a gaming license. The Commission ultimately conditioned the grant of the license on a $35 million purchase price for the sale of the land and signed certification by each member of FBT, except for Plaintiff, that they were sole members of the company. Defendants presented Plaintiff with an offer that would "make him whole" if he signed the certification in a contract. Plaintiff executed the required certification and then brought this action alleging, among other claims, breach of contract. The district court granted summary judgment for Defendants, finding no valid or enforceable contract. The First Circuit reversed in part, holding that genuine issues of material fact existed as to certain claims and that the question of whether the contract was unenforceable as contrary to state law and/or as a violation of public policy must be resolved by the SJC. View "Gattineri v. Wynn MA, LLC" on Justia Law

In this dispute between the residents of a senior-living facility in a receivership over the proceeds generated by the sale of the facility the Supreme Court reversed the decision of the court of appeals reversing the conclusion of the circuit court that Bondholders' mortgage lien was superior to Residents' entrance fee claims, holding that Bondholders' mortgage lien was superior to Residents' contract claims.After Atrium, the subject senior-living facility, defaulted on debt service payments to Bondholders, it filed a petition for receivership. The receiver sold the assets for more than $4 million in proceeds. Atrium owed Bondholders more than $6 million secured by a valid mortgage lien on the facility's estate, but many of the facility's Residents claimed they were owed reimbursement of the entrance fees they paid to Atrium. The circuit court entered judgment for Bondholders, and the court of appeals reversed. The Supreme Court reversed, holding that Bondholders were entitled to first payment from the proceeds of the sale of Atrium's assets. View "Casanova v. Polsky" on Justia Law

The Supreme Court affirmed the summary judgment in favor of Landowners in this oil-and-gas dispute over how to calculate Landowners' royalty under the terms of a mineral lease with Producers, holding that there was no error in the proceedings below.At issue in a declaratory judgment action was whether, based on language in the subject leases, Landowners' royalty was payable not only on gross proceeds but also on an unaffiliated buyer's post-sale postproduction costs if the producers' sales contracts stated that the sales price had been derived by deducting such costs from published index prices downstream from the point of sale. The trial court granted summary judgment for Landowners as to these types of marketing arrangements. The Supreme Court affirmed, holding that the broad language of the lease unambiguously contemplated such a royalty base. View "Devon Energy Production Co., L.P. v. Sheppard" on Justia Law

Lane Knudsen, Ann Gochnour, and Marcia Talley and David Talley, Trustees of the Marcia K. Talley Living Trust (Landowners), appeal from a district court judgment foreclosing Henry Hill Oil Services LLC’s construction liens against the Landowners’ properties and awarding Henry Hill Oil its costs and attorney’s fees. Landowners owned real property in Williams County, North Dakota. In 2017 and 2018, the Landowners executed water pipeline easements with RWS Holdings, LLC. The agreements granted RWS Holdings 75-foot-wide temporary easements for constructing a water pipeline and related facilities across and under the Landowners’ properties. The agreements granted RWS Holdings 30-foot-wide permanent pipeline easements on the properties. The temporary easements expired upon completion of the water pipelines. The Talley-Gochnour Defendants also granted RWS Holdings an easement for constructing a freshwater reservoir on their property. The easement term was 20 years or “until Grantee permanently removes” the reservoir from the property. RWS Holdings hired Regional Water Service, LLC, which then hired Henry Hill Oil, to construct water reservoirs on the properties. Henry Hill Oil worked on the Landowners’ properties from June 2018 to October 2018. Henry Hill Oil recorded construction liens against the Landowners’ properties after it was not paid for its work. In May 2019, Henry Hill Oil sued Regional Water Service for breach of contract. In October 2019, Henry Hill Oil sued the Landowners to enforce the construction liens. The North Dakota Supreme Court concluded the trial court erred in determining the Landowners’ properties were subject to Henry Hill Oil’s construction liens. The Court reversed the judgment and remanded for a determination of the Landowners’ costs and attorney’s fees. View "Henry Hill Oil Services v. Tufto, et al." on Justia Law

The Supreme Court affirmed the judgment of the superior court granting partial summary judgment in favor of Plaintiff in this foreclosure case, holding that there was no error in the proceedings below.Defendant signed a promissory note in favor of Plaintiff that consolidated numerous debts that Defendant owed Plaintiff in connection with various joint real estate projects. The promissory note was secured by a mortgage on certain real estate. When Defendant did not respond to a notice of default and demand for payment under the promissory note Plaintiff brought this action seeking injunctive relief and damages. Eventually, a second hearing justice granted Plaintiff's motion for partial summary judgment on counts one and two of her six-count complaint. The Supreme Court affirmed, holding that the second hearing justice properly applied the law of the case doctrine when granting Plaintiff's motion for partial summary judgment. View "DiMaggio v. Tucker" on Justia Law

The Supreme Court affirmed the judgment of the appellate court affirming the judgment of the trial court denying a property owner's motion for summary judgment in the underlying dispute with a contractor arising from a construction project, holding that the trial court correctly denied Defendants' motion for summary judgment.Defendants hired Plaintiff to serve as a general contractor to renovate a home located on Greenwich property. Defendants later terminated their contractual relationship with Plaintiff. Plaintiff served mechanics' liens on Defendants and brought this action to foreclose its lien. Defendants moved for summary judgment, arguing that the trial court was required to give res judicata effect to the findings of the trial court in a prior action between Plaintiff and one of Defendants' subcontractors. The trial court denied Defendants' summary judgment motion, determine that all four required elements of res judicata were not met. The appellate court affirmed. The Supreme Court affirmed, holding that the appellate court did not err in holding that the presumption of privity that the Supreme Court held to apply in Girolametti v. Michael Horton Associates, Inc., 208 A.3d 1223 (Conn. 2019), did not apply to the instant case. View "Strazza Building & Construction, Inc. v. Harris" on Justia Law