Justia Contracts Opinion Summaries

In this action concerning a lease renewal for property on which a cell tower was built the Supreme Court affirmed the judgment of the district court and the court of appeals in favor of a cell phone service company and dismissing this action brought by property owners, holding that there was no error.In 1988, the cell phone company entered into a thirty-year lease of the subject property that included a thirty-year renewal option. In 2018, when the lease came up for renewal, the rent was substantially below market, and the company gave written notice of renewal to the property owners. Because the company did not immediately pay the renewal rent the property owners brought suit arguing that the option had not been validly exercised. The district court granted judgment for the cell phone company, and the court of appeals affirmed. The Supreme Court affirmed, holding that the property owners were not entitled to relief on their allegations of error. View "Pitz v. U.S. Cellular Operating Co. of Dubuque" on Justia Law

The Supreme Court affirmed in part and vacated in part the judgment of the superior court in favor of Defendant following the court's summary judgment and grant of motions to strike in favor of Defendant, holding that the hearing justice erred when he granted Defendant's motion for summary judgment as to count five of Plaintiff's complaint.Plaintiff filed a complaint alleging five counts against Defendant stemming from the purchase and lease of a commercial property. A hearing justice granted Defendants' motions to strike an expert disclosure and an affidavit. The Supreme Court vacated the judgment in part, holding that the hearing justice (1) properly granted Defendant's motion to strike the affidavit; but (2) erroneously granted summary judgment as to count five of the complaint. View "Donnelly Real Estate, LLC v. John Crane Inc." on Justia Law

Wilburn Lord, Jr. agreed to sell SEL Business Services, LLP and Skip Lloyd (collectively, SEL) a building in Rolling Fork, Mississippi, for $60,000. SEL moved into the building and alleged to have begun making improvements and paying the taxes. But Lord never followed through with the sale. Instead, Lord sold the building to Sharkey Issaquena Community Hospital, a community hospital operated by Sharkey and Issaquena Counties (collectively, Hospital Defendants). SEL initially sought to enjoin the sale. In an amended complaint, in addition to seeking the injunction, SEL alleged Lord breached his contract with SEL to sell the building. SEL requested specific performance. Alternatively, SEL alleged detrimental reliance and promissory estoppel. SEL finally requested, “should the Court find that specific performance, promissory estoppel and/or equitable estoppel are somehow inapplicable and/or the Contract should not otherwise be enforced based on the principles of equity and/or other grounds/for other reasons, . . . [that] the Court disgorge all funds paid to Defendants and/or otherwise award all monetary damages available under Mississippi law.” Both Lord and the Hospital Defendants moved for summary judgment, claiming the statute of frauds barred not only SEL’s contract-based claim for specific performance but also any “derivative” equitable claims. Both the chancery and Court of Appeals relied on Barriffe v. Estate of Nelson, 153 So. 3d 613 (Miss. 2014) to conclude that the statute of frauds barred not just claims for equitable liens but all potential equitable remedies. The Mississippi Supreme Court granted SEL’s petition for writ of certiorari to overrule the erroneous Barriffe decision and to reinstate the Supreme Court’s long-standing equitable principles. Consequently, the Supreme Court affirmed in part and reversed in part the judgment of the Court of Appeals. Specifically, the Court reversed the chancellor’s dismissal of SEL and Lloyd’s equitable claims against Lord. The Court affirmed the chancellor’s judgment of dismissal as to the remaining defendants. The case was remanded to the chancery court for further proceedings. View "SEL Business Services, LLC v. Lord, et al." on Justia Law

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