Justia Contracts Opinion Summaries

Plaintiffs-appellants Earl and Marina Rideau entered into an agreement with condominium developer, Inmobiliaria BGJB de Mexico, S. de R.L. de C.V. (BGJB; not a party to this appeal), to purchase a unit to be constructed in Mexico. The Rideaus deposited funds toward the purchase price with an escrow company, defendant-respondent Stewart Title of California. In the "Sale Escrow Instructions," Stewart Title agreed to receive funds from the Rideaus, to be released at the seller's direction to a fund control company, as specified in the Instructions. The project failed and the Rideaus lost their deposit. In the Rideaus' prior appeal, the Court of Appeal reversed a defense judgment on the basis that the trial court erred in denying their contract claim that Stewart Title had breached the Instructions, when it released their $239,700 deposited funds to entities other than the one specified in the Instructions. On remand, the trial court entered judgment in their favor. This appeal arose from the trial court's denial of the Rideaus' motion for an award of contractual attorney fees and costs, based upon "hold harmless" language found in section IV of the Instructions, "Release of Funds," regarding defense of claims arising from the Instructions. The Rideaus argued a portion of that language should be interpreted as a reciprocal attorney fees clause, and not as an item of recovery specified in an indemnity agreement. After review, the Court of Appeal concluded that the trial court correctly denied the motion and affirmed the order and judgment. View "Rideau v. Stewart Title of California" on Justia Law

Castle Properties, Inc. held a right of first refusal on approximately 2.4 acres of unimproved land owned by the Wasilla Lake Church of the Nazarene (Church). The City of Wasilla offered the Church another parcel of approximately 17 acres in exchange for this property. Having learned of the City’s offer, Castle requested a copy of the purchase and sale agreement memorializing the exchange. The Church, apparently unaware of the right of first refusal, denied this request. Castle then informed the Church that it was exercising its right and submitted a cash offer, which the Church rejected. Castle filed suit, and the superior court found that Castle received adequate notice when it obtained the city ordinance approving the City’s offer and that the Church acted reasonably in rejecting Castle Properties’ competing cash offer. After review, the Supreme Court concluded that the superior court did not clearly err in finding that Castle received adequate notice, that Castle exercised its rights by making a competing offer, and that the Church’s response did not violate the covenant of good faith and fair dealing. View "Castle Properties, Inc. v. Wasilla Lake Church of the Nazarene" on Justia Law

Tenant was the successor lessee to a thirty-year lease on a commercial property in Brattleboro. The lease was executed in 1987. The lease established a basic annual rent of $26,500 in paragraph 8, and then set forth how the rent would increase in subsequent years. Pursuant to the rent-increase provision, each year landlords calculated the annual rent increase and sent a notice to tenant. The increase was calculated as the percentage change in the CPI from the previous year to the current year multiplied by the previous year's rent. This increase was then added to the prior year's rent to arrive at the new annual rent. In March 2007, tenant assumed the lease. From 2008 to 2012, landlords sent rent-increase notices and tenant paid rent annually adjusted for increases, calculated according to this method, without objection. In 2013, landlords sent the annual rent increase notice to tenants. The notice reflected the new 2013 rent as $54,060. Tenant objected to the amount of rent and the calculation method for rental increases. The parties were unable to resolve their dispute, and tenant filed an action seeking both a declaration that its interpretation of the lease language was correct and damages for overpaid rent. Tenant appealed the court's order granting summary judgment in favor of defendant landlords on the parties' dispute concerning a rental-increase provision of the lease. Tenant argued on appeal that the court erred in using extrinsic evidence to interpret a portion of the lease tenant believed was unambiguous, and in reaching an inequitable result. Finding no reversible error, the Supreme Court affirmed. View "B&C Management Vermont, Inc. v. John, Ringey & Beck" on Justia Law

Ram’s Gate bought Sonoma County property from the Roches, intending to build a winery. The sellers agreed in the Purchase Agreement to disclose facts having a “material effect on the value of the ownership or use,” including geological hazards. After escrow closed, Ram’s Gate discovered an active fault trace on the property that substantially increased the cost of development, and sued the Roches for breach of contract. The trial court granted summary adjudication, finding the Purchase Agreement warranties merged with the recording of the deed and did not survive the closing. The court of appeal reversed. The trial court relied on the wrong legal standard in determining that merger extinguished the contractual duty to disclose geotechnical reports allegedly known by the Roches; evidence from Ram’s Gate’s representative raised a triable issue of fact as to whether the parties intended to have this duty of disclosure merge with the deed. Ram’s Gate’s claim for breach of contract accrued at the time of the breach; the Roches’ liability for breach was fixed before escrow closed, even though Ram’s Gate was unaware of its right to sue. Even if merger applied, the collateral obligations exception prevented it from extinguishing the disclosure duty. View "Ram's Gate Winery, LLC v. Roche" on Justia Law

In 2004, Streambend signed agreements to purchase two units in a Minneapolis residential condominium development, Ivy Hotel + Residences. Completion of the units was delayed, two additional floors were added without proper disclosure, and earnest moneys were removed from the trust account to pay construction costs without Streambend’s permission. Mechanics liens were filed in 2008 and not removed. Streambend requested return of its earnest moneys in 2009, but, defendants claimed the deposits were non-refundable. Streambend sued, alleging state law contract, fraud, and statutory claims and violations of the Interstate Land Sales Full Disclosure Act (ILSA), 15 U.S.C. 1703(a)(2). The initial defendants were the developers, their real estate agent, and the title company, as escrow and disbursing agent. The district court dismissed ILSA claims against the developers for failure to plead fraud with the required specificity; granted summary judgment dismissing the ILSA claims against the title company on the merits; and declined supplemental jurisdiction over the state law claims. The Eighth Circuit affirmed, upholding refusals to permit Streambed to re-add a party whose prior dismissal on the merits was not challenged in an earlier appeal and to permit further amendment of the complaint. View "Streambend Props. II, LLC v. Ivy Tower Minneapolis, LLC" on Justia Law

Buyers purchased a building from Seller that had formerly been leased as a dental clinic. Buyers planned to transform the building into their personal residence. After the parties closed on the property, Buyers discovered that the interior doors had been removed. Buyers commenced a small claims action against Seller seeking damages or the return of the property. The county court entered judgment in favor of Buyers. The district court affirmed. The Supreme Court affirmed, holding (1) the doctrine of merger was inapplicable in this case because Seller had a duty to disclose that the interior doors would be removed, and Seller’s nondisclosure amounted to a misrepresentation; (2) the doors were fixtures rather than trade fixtures and thus were not removable by the former tenant; and (3) the county court’s award of damages was supported by competent evidence. View "Griffith v. Drew’s LLC" on Justia Law

At issue in this appeal was a contract dispute involving a Right-of-Way Easement Option (Agreement) between plaintiff-appellee Angus Chemical Company and defendant-appellant Glendora Plantation, Inc. This appeal stems from the district court’s grant of Angus’s motion for partial summary judgment, denial of Glendora’s motion for partial summary judgment, and denial of Glendora’s motion to compel discovery. Specifically, the issues presented were: (1) whether Angus had authority under the Agreement to abandon the original 12” pipeline in place when it constructed a new 16” pipeline; (2) whether Angus had authority under the Agreement to install fiber optic cables; and (3) whether it was improper for the district court to deny Glendora’s motion to compel discovery. Upon review, the Fifth Circuit concluded: (1) the there was still a material fact issue as to whether the Agreement required removal of the 12" pipeline; (2) the Agreement was sufficiently clear allowing Angus to install fiber optic cables; and (3) because the Fifth Circuit was remanding for consideration of other facts and issues, the Fifth Circuit remanded for the trial court to consider the motion to compel. View "Angus Chemical Company v. Glendora Plantation, Inc" on Justia Law

Defendants, Keith McNamara, Shirley Benton, and Jerel Benton, appealed: (1) a jury verdict in favor of the plaintiffs, Richard and Mary Murray, on their claim that the defendants breached the implied warranty of workmanlike quality; (2) a Superior Court order denying their motion to dismiss the plaintiffs' New Hampshire Consumer Protection Act (CPA) claim; and (3) a Superior Court order finding that the defendants violated the CPA when they built the plaintiffs' home with latent structural defects that caused mold growth. Defendants argued that, because plaintiffs' claim was exempt from the CPA, the trial court erred by denying their motion to dismiss. Defendants added that the trial court erred by denying their motion for a judgment notwithstanding the verdict (JNOV) on the plaintiffs breach of implied warranty claim. There is no dispute that the transaction at issue here is the defendants alleged construction of the house with latent structural defects, not any representations that the defendants made to others during or after construction. The New Hampshire Supreme Court affirmed, finding that because the house was completed in 2004 and was purchased by the plaintiffs five years later and the allegedly wrongful transaction occurred more than three years before the plaintiffs "knew or reasonably should have known" of it, the construction of the house was an exempt transaction pursuant to RSA 358-A:3, IV-a and that plaintiffs' CPA claim should have been dismissed. Thus, the Court reversed the trial court's ruling on the CPA claim. However, the Court was not persuaded that defendants were insulated from liability on the breach of the implied warranty of workmanlike quality claim. Because the Court reversed the trial court's judgment on the CPA claim, defendants failed to show that they were prejudiced with respect to the breach of warranty claim. View "Murray v. McNamara" on Justia Law

Plaintiffs appealed the grant of summary judgment in favor of defendant realtor who represented the seller in the sale of an inn. Plaintiffs argued that the trial court erred in concluding that defendant's alleged misrepresentation and omission were immaterial as a matter of law. Defendant Barbara Walowit Realty, Inc. was the listing agent for the inn. The prior-prospective purchaser claims she told defendant during their conversation that she had witnessed flooding in the parking lot and had learned of "major problems with the roof and that there was a possibility of collapse." Based on statements made by defendant, and a report prepared by the seller with regard to the condition of the inn, plainitffs entered into a purchase-and-sale agreement with the seller in December 2007. The agreement contained an inspection contingency. At the recommendation of defendant, plaintiffs then hired engineers to perform a pre-purchase structural inspection of the property, and received an inspection report in late January 2008. The sale closed in May 2008. In September, after encountering various problems relating to the condition of the inn, plaintiffs sued defendant for negligence and consumer fraud for defendant's alleged misrepresentations and omissions concerning the condition of the inn. Plaintiffs and defendant filed cross-motions for summary judgment. On the claim of negligence, the trial court granted summary judgment to defendant. As to the claim of consumer fraud, the court considered, among other things, defendant's alleged failure to disclose the contents of her conversation with the prior-prospective purchaser and to disclose the estimate of roof repair costs that was in her files. The court concluded that the statements from the prior-prospective purchaser were "simply too vague and foundationless to give rise to knowledge of specific material facts that [defendant] would have a duty to disclose" under the Consumer Fraud Act. The court further concluded that defendant's failure to disclose the roof-repair estimate was not a material omission because plaintiffs "already knew the roof needed repairs" from the engineer's report, and disclosure "would have left them in the same position in which the report placed them; needing to make further inquiry." Thus, the court concluded that the estimate "cannot be considered material as a matter of law," and granted judgment to defendant. Plaintiffs appealed. Finding no reversible error in the trial court's decision with regard to the consumer protection claim, the Vermont Supreme Court affirmed. View "PH West Dover Property, LLC. v. Lalancette Engineers" on Justia Law

In 2012, the Montgomery County Council in Maryland approved plans to tear down the White Flint Shopping Center (the “Mall”) and redevelop the site into a mixed-use, town-center-style development. Lord & Taylor, LLC, which operated a retail store connected with the Mall, filed this action seeking a declaration that the Mall’s owner, White Flint, L.P., was precluded from going forward with the development and seeking a permanent injunction to enjoin White Flint from carrying out the redevelopment. The district court denied Lord & Taylor’s request for injunctive relief, determining that an injunction would be unworkable given the “advanced stage[ ]” of the project. The Fourth Circuit affirmed, holding (1) Maryland law clearly authorized the district court to go beyond the state-law presumption in favor of injunctive relief to consider feasibility and related equitable concerns; and (2) the district court did not err in finding that injunctive relief would be infeasible. View "Lord & Taylor, LLC v. White Flint, L.P." on Justia Law