Justia Contracts Opinion Summaries

Plaintiffs Chad and Kelly Short (Buyers) appealed a superior court order denying their requests for specific performance and attorney’s fees and costs in connection with an alleged contract to purchase real estate from defendants John and Lori LaPlante, as trustees of the LaPlante Family Revocable Trust (Sellers). Buyers visited the Sellers’ Concord home for the first time on May 24, 2018, and that day submitted an offer to purchase it for $690,000. After negotiations, but before the purchase and sale agreement (P&S) was executed, the parties agreed that the Buyers would purchase the property for $690,000 and would submit $10,000 as a deposit, and the Sellers would furnish up to $7,250 in closing costs. On June 1, the Sellers located a property in Stratham that they thought would suit their needs. They submitted an offer on that property on June 3. Also, on June 3, the parties fully executed the final P&S for the Sellers’ Concord property, which included the following provision (the Disputed Provision): “This agreement is subject to Sellers finding suitable housing no later than July 14, 2018.” On June 5, the Sellers sent an email apologizing to the Buyers “for wanting to cancel the P&S . . . at this stage.“ Buyers interpreted the Sellers’ attempt to cancel the P&S as an indication the Sellers received a better offer; Buyers subsequently brought this action. The trial court found that the P&S was not “a binding and enforceable contract” because “[t]here was no meeting of the minds regarding the Disputed Provision.” The Buyers unsuccessfully moved for reconsideration, and this appeal followed. The New Hampshire Supreme Court found no reversible error in the superior court’s order and affirmed. View "Short v. LaPlante" on Justia Law

James Hughes twice invested in the Shipp family’s efforts to develop their property near Bentonia, Mississippi, into a gated community called Rose Lake, in exchange for lots in the future subdivision. Twice, he came up empty handed and sued the Shipps. At the close of Hughes came up empty handed. Hughes sued the Shipps. At the close of Hughes’s case, the chancellor found the situation “very inequitable.” Yet he still denied Hughes any equitable relief based on the running of the statute of limitations. The Court of Appeals affirmed on alternate grounds. The Mississippi Supreme Court granted certiorari review specifically to address Hughes’s unjust-enrichment claim. And after review, the Supreme Court agreed with the Court of Appeals that the statute of limitations should not have run from the date Hughes cut the checks for the lots, but from the time his cause of action for unjust enrichment actually accrued. But the Court disagreed with the Court of Appeals’ deciding to resolve this fact-intensive question on appeal. Furthermore, the Court disagreed that the dismissal of this claim should have been affirmed on alternate grounds, namely Hughes’s failure to “identify a promise.” Hughes’ unjust-enrichment claim was reversed and remanded that claim to the trial court for further proceedings. The trial court was affirmed in all other respects. View "Hughes v. Shipp, et al." on Justia Law

Following the outbreak of COVID-19 in early 2020, Los Angeles imposed an eviction moratorium during a “Local Emergency Period” with the stated purposes of ensuring housing security and promoting public health during the pandemic. Related provisions delay applicable tenants’ rent payment obligations and prohibit landlords from charging late fees and interest. A trade association of Los Angeles landlords, sued, alleging violations of the Constitution’s Contracts Clause.The Ninth Circuit affirmed the denial of the plaintiff’s request for preliminary injunctive relief, noting that other courts, including the Supreme Court, have recently considered various constitutional and statutory challenges to COVID-19 eviction moratoria. Under modern Contracts Clause doctrine, even if the eviction moratorium was a substantial impairment of contractual relations, the moratorium’s provisions were likely “reasonable” and “appropriate” given the circumstances of the COVID-19 pandemic. The city fairly tied the moratorium to its stated goals. The court noted that contemporary Supreme Court case law has severely limited the Contracts Clause’s potency. View "Apartment Association of Los Angeles County, Inc. v. City of Los Angeles." on Justia Law

Edwin Schulz appealed a judgment following a bench trial on the damages to his barn, pole barn and shed. Schulz sued Adam Helmers for negligence and breach of contract following a fire that destroyed the barn, pole barn and shed. At the time of the fire, Schulz was leasing the farmstead to Helmers, including the three buildings. He argued the district court applied the wrong measure of damages in his breach of contract claim against Helmers. The district court concluded N.D.C.C. 32-03-09.1 applied to the breach of contract claim, which provided the measure of damages for an injury to property not arising from contract was the diminution of value. The North Dakota Supreme Court concurred with the district court's finding and affirmed the judgment. View "Schulz v. Helmers" on Justia Law

The Mundens own ranching property in Bannock County, Idaho. They purchased 768 acres in 2012 and 660 acres in 2014 and purchased title insurance for the first purchase through Stewart and for the second purchase through Chicago Title. The property contains a gravel road. A 2019 ordinance amended a 2006 ordinance that closed specified snowmobile trails, including that gravel road, to motor vehicles except snowmobiles and snow-trail-grooming equipment during winter months. The 2019 ordinance deleted the December-to-April closure, giving the County Public Works Director the discretion to determine when to close specified snowmobile trails, and increased the maximum fine for violations. The Mundens sought an injunction. The county asserted that the road had been listed as a public road on county maps since 1963 and that the Mundens purchased their property expressly subject to easements and rights of way apparent or of record.The Mundens filed a federal complaint, seeking declaratory relief, indemnification, and damages. The district court granted the insurance companies summary judgment. The Ninth Circuit reversed as to Chicago Title, finding that the county road map is a “public record” within the meaning of its policy so that coverage applied. Stewart has no duty to indemnify or defend; its policy disclaims coverage for damages “aris[ing] by reason of . . . [r]ight, title and interest of the public in and to those portions of the above-described premises falling within the bounds of roads or highways.” View "Munden v. Stewart Title Guaranty Co." on Justia Law

Daniel and Debra Bearce appealed the district court’s grant of summary judgment in favor of Yellowstone Energy Development, LLC. In June 2006, representatives of a business entity that would eventually become Yellowstone went to the home of Daniel and Debra Bearce seeking to purchase 170 acres of land owned by the Bearces. Yellowstone successfully secured an exclusive option to purchase the land. In 2008, Yellowstone exercised its option to purchase the land, and the parties entered into a contract for deed. In 2009, Yellowstone and the Bearces modified the contract for deed to alter some of the payment terms. Both the original contract for deed and the 2009 modified contract for deed included the following term providing for the payment of a portion of the purchase price with “shares” of a contemplated ethanol plant. Yellowstone subsequently abandoned its plan to build an ethanol plant on the Bearces’ land. Yellowstone then negotiated a long-term lease with a third party to build an oil train loading facility on the Bearces’ land. In July 2010, Yellowstone sent a letter to the Bearces advising them $100,000 in “value” would be issued despite Yellowstone’s abandonment of the plan to build an ethanol plant. In December 2011, the Yellowstone Board of Directors approved a multiplier of three units per $1 invested for individuals who had provided initial cash investment in Yellowstone. The Bearces’ interest in Yellowstone was not given the 3:1 multiplier. Units representing ownership interest in Yellowstone were allocated and placed on a ledger sometime after December 4, 2012. After receiving a “unit ledger” indicating their interest in Yellowstone would not receive the 3:1 multiplier, the Bearces objected. Despite the objection, Yellowstone refused to apply the 3:1 multiplier to the Bearces’ interest in Yellowstone. The Bearces sued Yellowstone, asserting claims for breach of fiduciary duty, fraudulent inducement, and breach of contract. On appeal, the Bearces argued the district court erred in concluding Yellowstone did not owe them a fiduciary duty and that, if a duty was owed, the Yellowstone Board of Directors did not breach its fiduciary duty. Finding no reversible error, the North Dakota Supreme Court affirmed the district court. View "Bearce v. Yellowstone Energy Development" on Justia Law

The Supreme Court reversed the judgment of the district court finding that Lola Urban had superior title to certain real estate and was entitled to have her son, Richard Urban, ejected from the property, holding that the district court erred.Francis and Lola Urban sold a quarter section of land to Richard by means of an installment land contract. Years later, Lola, as trustee of Francis' testamentary trust and as an individual, filed suit against Richard seeking to compel Richard to specifically perform his obligations under the contract. Lola requested that if Richard failed to pay the balance owed the property be foreclosed. Lola then amended her complaint to assert an alternative claim for ejection of Richard from the property. The district court found that Lola was barred from foreclosing on the property under the applicable statute of limitations but was entitled to have Richard ejected from the property. The Supreme Court reversed, holding that the statute of limitations and the doctrine of adverse possession precluded the use of ejectment. View "Beckner v. Urban" on Justia Law

The Sellers bought an Oakland property to “flip.” After Vega renovated the property, they sold it to Vera, providing required disclosures, stating they were not aware of any water intrusion, leaks from the sewer system or any pipes, work, or repairs that had been done without permits or not in compliance with building codes, or any material facts or defects that had not otherwise been disclosed. Vera’s own inspectors revealed several problems. The Sellers agreed to several repairs Escrow closed in December 2011, but the sewer line had not been corrected. In January 2012, water flooded the basement. The Sellers admitted that earlier sewer work had been completed without a permit and that Vega was unlicensed. In 2014, the exterior stairs began collapsing. Three years and three days after the close of escrow, Vera filed suit, alleging negligence, breach of warranty, breach of contract, fraud, and negligent misrepresentation. Based on the three-year limitations period for actions based on fraud or mistake, the court dismissed and, based on a clause in the purchase contract, granted SNL attorney’s fees, including fees related to a cross-complaint against Vera’s broker and real estate agent.The court of appeal affirmed. Vera’s breach of contract claim was based on fraud and the undisputed facts demonstrated Vera’s claims based on fraud accrued more than three years before she filed suit. Vera has not shown the court abused its discretion in awarding fees related to the cross-complaint. View "Vera v. REL-BC, LLC" on Justia Law

The Supreme Court affirmed the judgment of the superior court denying Plaintiff's claim for specific performance of a purchase and sale agreement (PSA) in favor of Defendants - Irene M. O'Malley Revocable Trust and John Brady, Katherine Brady Walker, and Mary Brad, as trustees of the Irene M. O'Malley Revocable Trust (collectively, the Trust) - holding that there was no error.Plaintiff filed an amended complaint seeking specific performance of the PSA and alleging that the Trust breached the PSA and the implied covenant of good faith and fair dealing. After a bench trial, the trial justice denied Plaintiff's request for specific performance and granted the Trust's request to terminate the PSA. The Supreme Court affirmed, holding that Plaintiff failed to demonstrate that the trial justice misapplied the law, misconceived or overlooked material evidence or made factual findings that were clearly wrong. View "Terrapin Development, LLC v. Irene M. O'Malley Revocable Trust" on Justia Law

Appellant, Concerned Citizens of the Estates of Fairway Village, was an unincorporated association composed of people who own property in Fairway Village (the “Community”), a planned residential community located in Ocean View, Delaware. Appellants Julius and Peggy Solomon, Edward Leary, Kenneth and Denise Smith, and Terry and Carmela Thornes (collectively, the “Homeowners”) owned properties in the Community and were members of Concerned Citizens of the Estates of Fairway Village. Appellee Fairway Cap, LLC was the Community's developer. Demand for vacant townhomes in the Community was weaker than the developers expected. In the winter of 2016, Fairway Cap, LLC hired a real estate consultant who recommended converting unsold townhome lots into a rental community. Fairway Cap, LLC accepted the advice, secured funding, and began working on the rental properties. Appellee Fairway Village Construction, Inc. was an entity involved in the construction. The Homeowners discovered the plan after seeing an advertisement for “The Reserve at Fairway Village,” a forthcoming rental community. The Homeowners raised various objections to the rental community, including that the proposed units did not conform with existing dwellings and would lower property values. The Town of Ocean View and Fairway Cap, LLC rejected all the objections, concluding that the planned construction complied with the housing code and was allowed under the Community’s governing documents. This appeal presented two questions for the Delaware Supreme Court's review: (1) whether the Court of Chancery erred by holding that the Community’s governing documents allowed the developer to build rental properties; and (2) whether the Court of Chancery erred by awarding damages for a wrongful injunction after releasing the bond posted with the court. Finding no reversible error, the Supreme Court affirmed the Court of Chancery's judgment. View "Concerned Citizens of the Estates of Fairway Village v. Fairway Cap" on Justia Law