Justia Contracts Opinion Summaries

The Supreme Court reversed the decision of the district court dismissing Appellants’ claim seeking damages for breach of contract, breach of warranty, and fraudulent misrepresentation after discovering hail damage to the roof of a real property they were under contract to purchase from Appellees. The district court dismissed the complaint with prejudice and without leave to amend, concluding that the damage was reasonably ascertainable by Appellants. In reversing, the Supreme court held that the district court erred when it granted Appellees’ motion to dismiss for failure to state a claim because Appellants alleged sufficient facts to state claims that were plausible on their face. View "Burklund v. Fuehrer" on Justia Law

In 2005, plaintiffs Randy and Linda Tindell bought a single family manufactured home from defendant Linda Murphy for $320,000. Defendant Christine Bradley provided the appraisal. In 2009 the Tindells were unable to refinance the mortgage because it was a manufactured home, not a modular home. The Tindells filed an amended complaint alleging Murphy and Bradley failed to disclose defects in the property and acted in concert with others in order to conceal these defects and profit from the sale of the property. The trial court sustained Murphy’s demurrer without leave to amend. Subsequently, the court granted Bradley’s motion for summary judgment. The Tindells appealed, challenging the court’s sustaining of Murphy’s demurrer and the granting of Bradley’s summary judgment. After review, the Court of Appeal found no reversible error in those judgments, and affirmed the trial court. View "Tindell v. Murphy" on Justia Law

Plaintiff Slania Enterprises, Inc. appealed a superior court decision to grant defendant Appledore Medical Group, Inc.’s motion to dismiss as time-barred a petition to recover damages stemming from an alleged breach of a commercial real estate lease. In October 2012, Slania, as the lessor, and Appledore, as the lessee, entered into a commercial real estate lease for an initial fixed term that ended on April 30, 2015. However, Appledore never took possession of the premises. Appledore paid rent due through January 2013, but then stopped doing so. In March 2013, Appledore communicated to Slania that it wished to terminate the lease. On April 12, 2013, Slania notified Appledore that it was in default on its rental payments. Appledore did not pay. On April 22, 2013, at the expiration of a 10-day cure period, Slania notified Appledore that, pursuant to Section 13.1(b) of the lease, it was electing, as its remedy upon default, to “keep the lease in effect and recover rent and other charges due [from Appledore] less the amount [Slania] may recover by re[-]letting the premises.” Slania re-let the premises from February 2015 through the end of the initial term of the lease, April 2015, for a lesser monthly amount. Approximately one year later, Slania filed a breach of contract action against Appledore for $82,527.87 in damages, which included rent, late fees, and utility costs due from May 2013 through April 2015. Appledore moved to dismiss, asserting that because the lease was breached no later than April 22, 2013, the claim was barred by a three-year statute of limitations. Slania objected, arguing that the lease was an installment contract, and, therefore, the statute of limitations did not bar a suit to recover payments due within three years of the date the complaint was filed. The trial court granted Appledore’s motion to dismiss, ruling that, because “a real estate lease of the type involved here is not an installment contract as that term is contemplated in the statute of limitations context,” the so-called “installment contract rule,” under which the statute of limitations runs only against each installment when it becomes due, did not apply. The New Hampshire Supreme Court concluded commercial real estate leases did not fall outside the bounds of the installment contract rule, and reversed the trial court’s contrary ruling. In rejecting Slania’s assertion that it could elect to keep the lease in place and sue for breaches that occurred within three years of the date it filed suit, the trial court did not mention anticipatory repudiation or material breach. The Supreme Court found this case raised issues of first impression regarding the interplay of the installment contract rule, a party’s election of contractual remedies, and anticipatory repudiation or anticipatory breach. It did not appear that these issues were fully explored by the trial court; accordingly, the Supreme Court vacated the trial court’s ruling with respect to Slania’s argument that, under the terms of the lease, it could keep the lease in effect and bring an action to recover for breaches that occurred no more than three years before the date it filed this suit. The case was remanded for such further proceedings, as the trial court deemed necessary. View "Slania Enterprises, Inc. v. Appledore Medical Group, Inc." on Justia Law

R.E.E. & C. Capital Management Services, Inc. (buyer) appealed a trial court order granting People’s United Bank’s motion to compel buyer to complete the purchase of a foreclosed commercial property. Buyer raised three arguments: (1) it was not a party to the foreclosure sale, and the court therefore lacked jurisdiction to compel it to purchase the property; (2) the trial court erred in declining to apply the statutory remedy; and, (3) the trial court erred in ordering specific performance because an adequate remedy at law exists. After review, the Vermont Supreme Court determined a high bidder’s successful bid in a judicial sale, and the court’s subsequent confirmation of the foreclosure sale pursuant to 12 V.S.A. 4954(a), renders a buyer a limited party such that the court is authorized to issue orders directing the buyer’s action relative to the property’s purchase. The Court found 12 V.S.A. 4954 (e) did not limit the Bank’s remedies: “the legal right to an agreement’s completion does not arise exclusively from Vermont’s foreclosure statutes.” However, the Supreme Court found that while specific performance was a permissible remedy in some instances, the trial court did not engage in the analysis of whether this case was one of those instances. Therefore, the trial court’s order of specific performance was an abuse of its discretion, leading the Supreme Court to reverse and remand this case for the trial court to perform that analysis. View "People's United Bank, NA v. Alana Provencale, Inc., et al." on Justia Law

R.E.E. & C. Capital Management Services, Inc. (buyer) appealed a trial court order granting People’s United Bank’s motion to compel buyer to complete the purchase of a foreclosed commercial property. Buyer raised three arguments: (1) it was not a party to the foreclosure sale, and the court therefore lacked jurisdiction to compel it to purchase the property; (2) the trial court erred in declining to apply the statutory remedy; and, (3) the trial court erred in ordering specific performance because an adequate remedy at law exists. After review, the Vermont Supreme Court determined a high bidder’s successful bid in a judicial sale, and the court’s subsequent confirmation of the foreclosure sale pursuant to 12 V.S.A. 4954(a), renders a buyer a limited party such that the court is authorized to issue orders directing the buyer’s action relative to the property’s purchase. The Court found 12 V.S.A. 4954 (e) did not limit the Bank’s remedies: “the legal right to an agreement’s completion does not arise exclusively from Vermont’s foreclosure statutes.” However, the Supreme Court found that while specific performance was a permissible remedy in some instances, the trial court did not engage in the analysis of whether this case was one of those instances. Therefore, the trial court’s order of specific performance was an abuse of its discretion, leading the Supreme Court to reverse and remand this case for the trial court to perform that analysis. View "People's United Bank, NA v. Alana Provencale, Inc., et al." on Justia Law

At issue was the function of a clause in a real property deed that “saves and excepts” one-half of “all royalties from the production of oil, gas and/or other minerals that may be produced from the above described premises which are now owned by Grantor” when the deed does not disclose that the grantor does not own all of the royalty interests and does not except any other royalty interests from the conveyance.The trial court held that the deeds did not create a Duhig problem - where the grantor owns less than he purports to convey - by construing the clause as reserving for the grantor one-half of all royalties “which [were then] owned by Grantor.” The court of appeals determined that the clause created a Duhig problem, interpreting the clause as reserving for the grantor one-half of all royalties produced from the “above described premises which [were then] owned by Grantor.” The Supreme Court affirmed as modified, holding (1) instead of reserving a one-half royalty interest for the grantors, the clause merely excepted that interest from the grant, and therefore, the deeds did not create a Duhig problem; and (2) each party with an interest in the tracts owned a one-quarter interest in the royalties produced. View "Perryman v. Spartan Texas Six Capital Partners, Ltd." on Justia Law

The Supreme Court reversed the judgment of the court of appeals reversing the circuit court’s entry of a declaratory judgment in favor of Big Sandy Company, LP, interpreting a pipeline easement agreement (the Agreement) in Big Sandy’s favor.In 2003, Big Sandy entered into the Agreement with Kentucky West Virginia Gas Company, LLC (KWVA), the predecessor in interest of EQT Gathering, LLC and EQT Production Company (collectively, EQT). EQT filed suit against Big Sandy requesting declaratory relief regarding the interpretation and scope of the Agreement. The trial court concluded that Big Sandy’s interpretation prevailed. The court of appeals reversed, holding that Big Sandy’s interpretation would be absurd and render much of the Agreement meaningless. The Supreme court reversed, holding that the trial court properly interpreted the Agreement. View "Big Sandy Co., L.P. v. EQT Gathering, LLC" on Justia Law

The City of Idaho Falls (“Idaho Falls”) appealed an order dismissing its breach of contract and waste claims against H-K Contractors, Inc. (“H-K”). In 2005, H-K entered into a written contract requiring it to convey a parcel of property to Idaho Falls. The contract required that H-K initially grant Idaho Falls a storm drainage easement “over and across” the parcel. H-K was also required to convey fee title to the parcel at a future date, in no event later than March 1, 2010. H-K failed to convey the property to Idaho Falls as required. In 2016, Idaho Falls sent a letter to H-K requesting conveyance of title. H-K responded by refusing to convey title to the property, claiming that in 2009 a city official had orally informed H-K that Idaho Falls was no longer interested in the property. Based on that alleged representation, H-K decided to invest in the property to make it profitable. Idaho Falls filed a complaint against H-K for breach of contract and waste. H-K moved to dismiss the complaint based on the limitation found in Idaho Code section 5-216, alleging Idaho Falls’ claims were time barred because they were not brought within the five-year statute of limitations governing contract actions. Idaho Falls countered that the statute of limitations did not apply to it as a subdivision of the State of Idaho. On January 3, 2017, the district court dismissed Idaho Falls’ complaint as time barred. Idaho Falls timely appealed, claiming the district court erred in enforcing the five-year limitation set forth in section 5-216. The Idaho Supreme Court vacated the district court's judgment, finding it erred when it determined the term “state” in Idaho Code section 5- 216 did not include Idaho’s municipalities. Because Idaho Falls was the “state,” the district court erred when it found its contract claims against H-K were not “for the benefit of the state.” View "City of Idaho Falls v. H-K Contractors" on Justia Law

Scott and Anne Davison appealed the grant of summary judgment in favor of DeBest Plumbing (DeBest). In 2012, the Davisons hired Gould Custom Builders, Inc. (Gould) to perform an extensive remodel of their vacation home in Idaho. Gould hired DeBest as the plumbing subcontractor. A bathtub installed by DeBest developed a leak that caused significant damage before it was noticed and repaired. The Davisons sought damages based upon the contract between Gould and DeBest and for negligence. The district court granted DeBest’s motion for summary judgment on the contract claims because the Davisons were not in privity of contract with DeBest. Later, the district court granted summary judgment in favor of DeBest on the negligence claim, finding that the Davisons had failed to comply with the requirements of the Notice and Opportunity to Repair Act (NORA), Idaho Code sections 6-2501–2504. On appeal, the Davisons argued they satisfied the requirements of NORA because DeBest received actual notice of the claim and sent a representative to inspect the damage. Finding that the Davidsons satisfied the requirements of NORA when they gave DeBest actual notice, and DeBest had an opportunity to inspect the defect, the Idaho Supreme Court determined the district court erred in granting DeBest's motion for summary judgment on the Davidsons' negligence claim. The Supreme Court reversed as to negligence, but affirmed the district court in all other respects. View "Davison v. DeBest Plumbing" on Justia Law

In this case involving competing claims to mineral-lease interests in two tracts of land, the Supreme Court affirmed the judgments of the trial court and court of appeals that the acreage Endeavor Energy Resources, LP and Endeavor Petroleum, LLC (collectively, Endeavor) retained under “retained-acreage clauses” in expired leases did not include the two tracts at issue.Discovery Operating, Inc., which drilled producing wells on the two subject tracts, claimed the mineral-lease interests based on leases acquired directly from the mineral-estate owners. Endeavor based its claim on prior leases with the same owners covering land that included the two subject tracts. Endeavor never drilled on the tracts, and Endeavor’s leases’ terms had expired. However, the leases included “retained-acreage clauses” providing that the leases would continue after they expired as to a certain number of acres associated with each of the wells Endeavor drilled on adjacent tracts. Supreme Court affirmed the judgment of the lower courts, holding that “a governmental proration unit assigned to a well” refers to acreage assigned by the operator, not by field rules. View "Endeavor Energy Resources, LP v. Discovery Operating, Inc." on Justia Law