Justia Contracts Opinion Summaries

In this action where the trial court allowed Defendant's special motion to dismiss, the Supreme Judicial Court held that Defendant was entitled to appellate attorney's fees under Mass. Gen. Laws ch. 184, 15(c).Plaintiffs and Defendant executed a written offer to purchase certain property. When discussions related to the purchase and sale agreement were unsuccessful Defendant notified Plaintiffs that it could not make the deal work. Plaintiffs commenced this action alleging breach of contract and other claims. Plaintiffs also applied for a memorandum of lis pendens, which was approved. Defendant filed a motion to dissolve the lis pendens and a special motion to dismiss the action. A judge denied the motion to dissolve the lis pendens but allowed the special motion to dismiss. The Appeals Court affirmed the judgment of dismissal but denied Defendant's request for appellate attorney's fees and costs. The Supreme Judicial Court reversed in part, holding that Defendant was entitled to an award of appellate attorney's fees and costs. View "DeCicco v. 180 Grant Street, LLC" on Justia Law

In 1854, the Washington Territory and nine Native American tribes, including the Squaxin Island Tribe (the Tribe), entered into the 1854 Treaty of Medicine Creek (the Treaty), under which the Tribe relinquished their rights to land but retained “the right of taking fish at all usual and accustomed grounds and stations . . . , in common with all citizens of the Territory.” The District Court for the Western District of Washington has interpreted “fish” under the Treaty to include shellfish. In 1978, Leslie and Harlene Robbins (Robbins) purchased property in Mason County, Washington that included tidelands with manila clam beds. In connection with the purchase of the property, Robbins obtained a standard policy of title insurance from Mason County Title Insurance Company (MCTI) which provided MCTI would insure Robbins “against loss or damage sustained by reason of: . . . [a]ny defect in, or lien or encumbrance on, said title existing at the date hereof.” For years Robbins had contracted with commercial shellfish harvesters to enter Robbins’s property to harvest shellfish from the tidelands. The issue this case presented for the Washington Supreme Court's review was whether MCTI had a duty to defend Robbins when the Tribe announced it planned to assert its treaty right to harvest shellfish from the property. The Court affirmed the Court of Appeals and remanded to the superior court for further proceedings. The Supreme Court held that because the insurance policy conceivably covered the treaty right and no exceptions to coverage applied, MCTI owed the property owners a duty to defend and, in failing to do so, breached the duty. Because this breach was unreasonable given the uncertainty in the law, MCTI acted in bad faith. Further, because the property owners did not seek summary judgment on MCTI’s affirmative defenses, the Supreme Court remanded to the superior court for consideration of the defenses. View "Robbins v. Mason County Title Ins. Co." on Justia Law

In this commercial landlord-tenant dispute the Supreme Court affirmed in part and vacated in part the judgment of the intermediate court of appeals (ICA) vacating the circuit court's judgment finding that Tenant was not entitled to damages and that Tenant's claims for equitable relief were moot, holding that the ICA erred in two of its holdings.Landlords performed a self-help eviction after Tenant allegedly breached the lease. Tenant filed this complaint alleging violations of Haw. Rev. Stat. 654-1, 480-2, 480-13, and 480-13.5, and intentional infliction of emotional distress and requesting injunctive relief and damages. The circuit court concluded that Tenant was not entitled to damages because two of the breaches were material and that Tenant's equitable relief claims, including a claim for replevin seeking access to his personal property, were moot. The ICA vacated the circuit court's judgment. The Supreme Court vacated the ICA's judgment in part, holding that the ICA (1) correctly found that the breaches were not material; (2) should not have analyzed the merits of the replevin claim because Tenant had already retrieved his personal property at the time of trial; and (3) misapplied the law of equitable relief because all the equitable claims were moot. View "Kahawaiolaa v. Hawaiian Sun Investments, Inc." on Justia Law

Taylor fell behind on his mortgage payments during the 2008 financial crisis and sought help under the Home Affordable Mortgage Program (HAMP), which allowed eligible homeowners to reduce their monthly mortgage payments to avoid foreclosure. The first step toward a permanent loan modification was for qualifying borrowers to enter into a Trial Period Plan (TPP, 12 U.S.C. 5219(a)(1)) with their lenders and make lower payments on a provisional basis. Taylor’s lender, Chase, sent him a proposed TPP agreement to be signed and returned to Chase to start the process. That agreement stated that the trial period would not begin until both parties signed the TPP and Chase returned to Taylor a copy bearing its signature. Taylor signed the proposed agreement, but Chase never did. Taylor’s loan was never modified. Taylor sued Chase.The district court granted Chase judgment on the pleadings. The breach of contract claim failed because Taylor failed to allege that Chase had signed and returned a copy of the TPP. The Seventh Circuit affirmed. Chase never pre-committed to sending Taylor a countersigned copy of the TPP; it expressly reserved the right not to The return of the signed copy was a condition precedent to contract formation. Taylor alleged no actions by Chase from which it could be reasonably inferred that Chase intended to proceed with the trial modification absent a countersignature. View "Taylor v. J.P. Morgan Chase Bank, N.A." on Justia Law

Teed promoted himself online as a real estate agent with “over 25 years of experience as a building contractor” with “an extensive background in historic restorations.” Moore believed that Teed was a general contractor. Moore toured homes that Teed had renovated and retained Teed as his agent. Moore bought a large San Francisco fixer-upper house for $4.8 million. The home was built in 1912 and was last updated in the 1950s. Moore borrowed significantly. Teed received a commission from the sale. Teed was not a licensed contractor; his team of contractors gutted large parts of the house and excavated the lot but the foundation was defective. After Moore became aware of the defects, he halted all work and engaged consultants, who concluded, despite Teed's strong resistance, that the foundation had to be torn out and replaced. Teed’s structural engineer agreed and privately apologized to Moore. Moore had paid about $265,000 of the $900,000 promised cost for Teed’s renovations. A jury awarded Moore his out-of-pocket expenses for replacing the foundation and benefit-of-the-bargain damages for the additional cost he incurred in obtaining the promised renovations. Conceding liability, Teed challenged the award. The court of appeal affirmed that benefit-of-the-bargain damages are available to fully compensate a plaintiff for all the detriment proximately caused by a fraudulent fiduciary’s actions and the award of statutory attorney fees and costs based on the jury’s special verdict finding that Teed violated the Contractors’ State License Law. View "Moore v. Teed" on Justia Law

In this case arising from an inflated appraisal of certain property and governed by New York law, the Supreme Court reversed in part the court of appeals' decision affirming the jtrial court's judgment awarding Claymore Holdings $211 million in equitable relief, holding that there was no valid basis in New York law for this large award of equitable monetary relief.The subject property was a real estate project. Claymore loaned the project $250 million and took the real estate as collateral. After the borrower defaulted and the collateral's value declined, Claymore sued Credit Suisse, which helped arrange the transaction, alleging that Credit Suisse fraudulently inflated the appraisal of the real estate, inducing Claymore to make the loan, and that the faulty appraisal amounted to a breach of contract. A jury found for Claymore on the fraudulent inducement claim and awarded $40 million. The court found Credit Suisse liable for breach of contract and other theories but concluded that Claymore's damages on all claims could not be calculated with reasonable certainty. The court then awarded Claymore $211 million in equitable relief. The Supreme Court remanded the case, holding that the jury's $40 million fraud verdict must stand but that the court's award of $211 million in equitable relief must not. View "Credit Suisse AG v. Claymore Holdings, LLC" on Justia Law

In this case involving the extent to which a judgment debtor's rights of action are subject to execution to satisfy a judgment the Supreme Court held that a judgment debtor's claims that are unassignable cannot be purchased at an execution sale.Respondents filed a motion to substitute themselves in place of Appellants and to voluntarily dismiss this appeal because they purchased Appellants' rights and interests in the underlying action at a judgment execution sale. The Supreme Court denied the motion in part and granted the motion in part, holding (1) because Appellants' claims for fraud and elder exploitation were personal in nature, they were not assignable and not subject to execution at a sheriff's sale, and therefore, Respondents did not purchase the rights to these claims at the execution sale; and (2) Appellants' claims of negligent misrepresentation and breach of contract were assignable and subject to execution, and therefore, this appeal is dismissed as to these claims. View "Reynolds v. Tufenkjian" on Justia Law

The Supreme Judicial Court vacated in part and affirmed in part the lower court's judgment in favor of Plaintiffs and against Compass Harbor Village Condominium Association and Compass Harbor Village, LLC (collectively, Compass Harbor), holding that the court erred in ordering specific performance and entering judgment for Plaintiffs on the claim brought pursuant to the Maine Unfair Trade Practices Act (UTPA), Me. Rev. Stat. 5, 205-A to 2014.Plaintiffs brought suit alleging that Compass Harbor's actions with respect to maintenance and governance of the Association caused their units to lose value. The lower court found that Compass Harbor breached the contracts between it and Plaintiffs, the LLC violated its fiduciary duties to Plaintiffs, and Compass Harbor violated section 207 of the UTPA. The court awarded damages to Plaintiffs and entered an order of specific performance requiring Compass Harbor to abide by its contractual and fiduciary duties in the future. The Supreme Judicial Court vacated the judgment in part, holding (1) the UTPA did not apply in this case; (2) the court did not clearly err in calculating damages; and (3) the court went beyond its discretion in entering an order that would involve the court in continuous supervision of Compass Harbor's performance over an indefinite period. View "Brown v. Compass Harbor Village Condominium Ass'n" on Justia Law

House owns an organic farm, adjacent to the Property, formerly owned by Moller. In 2002, House entered into a six-year lease with Moller for 35 farmable acres, containing a renewal option and a right of first refusal. House converted the Property to certified organic status. In 2007, Moller, with no notice to House, agreed to sell the Property to Foss. Foss, a licensed real estate agent, prepared the agreement, which did not contain a fixed closing date. House became aware of the agreement, notified Foss about the right of first refusal, and sued Moller. While the lease remained in effect, Foss entered the Property and sprayed nonorganic herbicides, cut down trees, and altered the fencing. House sued Foss. Moller filed for bankruptcy. The Property was foreclosed on and sold to a third party in 2015.The trial court found Foss liable for inducing a breach of contract, intentionally interfering with House’s prospective economic advantage, conversion, trespass, and negligence and awarded compensatory damages of $1,669,705 and $1,000 in punitive damages. House sought attorney fees and costs. The court denied the motion. The court of appeal remanded for a determination of reasonable attorney fees under Code of Civil Procedure 1021.9, which refers to “any action to recover damages to personal or real property resulting from trespassing on lands either under cultivation or intended or used for the raising of livestock.” The damages award is supported by substantial evidence. View "Kelly v. House" on Justia Law

In this dispute over the ownership of a criminal justice center the Supreme Court affirmed the judgment of the trial court ordering that the title of the center be given to Floyd County, holding that the turn-over provision in the lease between the County and the Building Authority was valid and enforceable.In 1991, the New Albany, Floyd County Indiana Building Authority issued bonds to finance a criminal justice center (the Center). Pursuant to an inter-local agreement, the Building Authority would own the Center, the County would lease it, and the City of New Albany would sublease space from the County. In 1992, the County and the Building Authority executed a lease with a fifteen-year term. The lease included a turn-over provision providing that if the County did not exercise its option to purchase the Center and to renew the lease then upon expiration of the lease the Center should become property of the County. After the lease expired the Building Authority declined to transfer title. The County filed suit seeking declaratory judgment and specific performance. The Supreme Court held that the turn-over provision in the lease was valid and required that title be given to the County. View "City of New Albany v. Board of Commissioners of County of Floyd" on Justia Law