Justia Contracts Opinion Summaries

Appellants Branch Banking & Trust Company ("BB&T"), Rusty Winfree, and Todd Fullington appealed a circuit court judgment entered in favor of Rex Nichols ("Sonny") and Claudene Nichols on the Nicholses' claims against appellants and on BB&T's counterclaim against the Nicholses. In late 2005, Sonny began talking to Winfree about obtaining financing from Colonial Bank ("Colonial"), Winfree's employer, for the purchase of approximately 500 acres of real property in Stapleton, Alabama. The Nicholses intended to develop the Stapleton property into a subdivision. In February 2006, the Nicholses executed a loan agreement with Colonial, in which Colonial agreed to lend the Nicholses close to $2.8 million to purchase the property. Sonny testified that in late 2007, as the maturity date on the note approached, he began contacting Colonial regarding renewing the loan; he further testified that, around the same time, Winfree became slow to communicate with him. Sonny also testified that before the February 27, 2008, maturity date on the promissory note, he spoke to Fullington about renewing the loan, with Colonial carrying the interest going forward. A few weeks later, the Nicholses were notified that Colonial would not carry the interest on the loan or provide additional funds for development of the property. Colonial ultimately renewed the terms of the note until Colonial failed in August 2009. The FDIC assumed control of its assets and liabilities. The FDIC sold many of Colonial's assets and liabilities to BB&T, including the Nicholses' loan. Fullington was hired by BB&T; Winfree was not. In early November 2009, BB&T informed the Nicholses that it would not lend them additional funds to develop the property. The Nicholses stopped making interest payments on the loan in November 2009. On March 10, 2010, the Nicholses sued the appellants and fictitiously named defendants, alleging fraud, reformation, negligence, wantonness, and breach of fiduciary duty against all appellants. Against BB&T, the Nicholses also alleged a claim of unjust enrichment and sought damages on a theory of promissory estoppel. The appellants separately moved the circuit court to dismiss the complaint pursuant to Rule 12(b)(6), Ala. R. Civ. P. BB&T also filed a counterclaim, alleging that the Nicholses had defaulted on their obligations under a June 2009 promissory note and seeking damages related to that default. The circuit court denied the motions to dismiss the complaint but granted a motion to strike the request for a jury trial. Upon review, the Supreme Court held that the circuit court erred in entering a judgment in favor of the Nicholses on their claims against the appellants and on BB&T's counterclaim against them. The judgment was reversed and the case remanded with instructions to the circuit court to enter a judgment in favor of the appellants on the Nicholses' claims against them and in favor of BB&T on its counterclaim against the Nicholses and to determine the damages to be awarded on the counterclaim. View "Branch Banking & Trust Company v. Nichols" on Justia Law

Ash Park, LLC entered into a one-party listing contract with Re/Max Select, LLC providing that Ash Park shall pay a broker’s commission to Re/Max if Ash Park enters into an “enforceable contract” for the sale of a parcel of vacant land. Ash Park entered into a contract for the sale of the land with Alexander & Bishop, LLC, but Alexander & Bishop later breached the purchase contract, and the sale of the land was never consummated. The circuit court declared that Ash Park owed no broker’s commission to Re/Max and ordered Re/Max’s broker lien discharged from the property. The court of appeals reversed. The Supreme Court affirmed, holding that the purchase contract between Ash Park and Alexander & Bishop constituted an “enforceable contract” within the meaning of the listing contract between Ash Park and Re/Max, and therefore, Re/Max was entitled to a broker’s commission even though Alexander & Bishop breached the purchase contract and the sale was never consummated. View "Ash Park, LLC v. Alexander & Bishop, Ltd." on Justia Law

Jose Santoyo appealed a judgment that awarded damages to Darwin Savre for overpayments under the parties' lease and purchase option agreement and dismissed Santoyo's counterclaim for damages to the leased property. Savre owned and operated Savre's Heavy Truck & Auto Repair in Fargo. Santoyo owned the two parcels of real property and building that are the subject of the leases and option agreement in this case. The original lease term was from June 15, 2008, to June 15, 2010, with Savre paying rent of $2,300 per month until June 15, 2009, at which time the rent would increase to $2,708.33. About the time of the rent increase, Savre and Santoyo entered into a "Lease to Purchase Option Agreement." Although the lease and option agreement required Savre to pay his monthly rent payments on the first of each month, Savre was frequently late in his payments from the beginning of the lease. Santoyo accepted the payments and did not give Savre written notice of any intent to terminate the lease based on Savre's late payment. Savre made monthly payments in varying amounts under the option agreement, and the district court found he paid at least a total of $4,000 each month. In the fall of 2012, Savre and another individual formed JDDS, LLC, intending to use the entity to finance the purchase of Santoyo's property. The district court found, however, that Savre did not attempt to assign, convey, delegate or transfer his purchase option to JDDS. In late 2012, Savre made his first attempt to exercise his option to purchase the property with a handwritten notice to Santoyo. In early 2013, Savre made a second attempt to exercise the option with another handwritten notice to Santoyo. Santoyo did not respond to Savre. By the time of the second attempt to exercise the option, Savre had paid at least $180,000 in monthly payments, satisfying an option agreement requirement. After Santoyo did not sell him the property, Savre stopped making monthly payments. Santoyo initiated eviction proceedings against Savre in the district court. The court granted the eviction and entered judgment against Savre for unpaid rent and Santoyo's costs and disbursements. Savre vacated Santoyo's property at the end of June 2013 and began leasing a different space in Fargo. Savre subsequently commenced this action, alleging that Santoyo breached the option agreement when he failed to sell the property leased to Savre after he exercised his option and that Santoyo had been unjustly enriched. Santoyo denied the allegations and counterclaimed, alleging Savre violated his contractual and statutory duties by damaging the property upon being evicted from the premises. Santoyo argued the district court erred as a matter of law when the court concluded Santoyo had a contractual duty to sell his property to a third party that did not exist at the time of the agreement and had no rights under the agreement. The Supreme Court concluded the district court did not clearly err in finding that Santoyo had breached the agreement and that Santoyo had waived strict compliance with the option agreement's terms when he accepted Savre's late lease payments. Furthermore, the Court concluded the court failed to make sufficient findings of fact to explain dismissal of Santoyo's counterclaim for damages. The Court accordingly affirmed in part, reversed in part, and remanded for further proceedings. View "Savre v. Santoyo" on Justia Law

Plaintiffs own mineral interests in Chalybeat Springs and granted 21 oil and gas leases based on those interests. EnerQuest and BP America are the lessees. The property interests in Chalybeat, including the leases at issue, are subject to a Unit Agreement that establishes how the oil and gas extracted from certain formations will be divided and provides for a unit operator with the exclusive right to develop the oil and gas resources described in the Unit Agreement. In the late 1990s, PetroQuest became the operator of the Chalybeat Unit. Unhappy with the level of extraction, lessors filed suit against EnerQuest and BP, seeking partial cancellation of the oil and gas leases on the ground that EnerQuest and BP breached implied covenants in the leases to develop the oil and gas minerals. The district court granted the companies’ motion for summary judgment, reasoning that the lessors had not provided EnerQuest and BP with required notice and opportunity to cure a breach. The Eighth Circuit affirmed, rejecting an argument that the plaintiffs’ earlier effort to dissolve the Chalybeat Unit constituted notice. View "Lewis v. Enerquest Oil & Gas, LLC" on Justia Law

In 2011, Respondents sued Petitioner over two acres of land that Petitioner purchased from Respondents in 2006 through a trust. The deed mistakenly - but unambiguously - failed to reserve mineral rights. When Respondents discovered the error, they demanded that Petitioner issue a correction deed, but Petitioner claimed that the statute of limitations barred Respondents’ claims over the deed. Respondents urged the trial court to declare as a matter of law that the deed did not convey mineral rights and argued that Petitioner breached the sales contract by refusing to execute a correction deed. The trial court ruled that Respondents’ claims were time-barred. The court of appeals reversed, concluding that the discovery rule delayed the accrual of limitations for a deed-reformation claim. The Supreme Court reversed, holding (1) a plainly obvious and material omission in an unambiguous deed is not a type of injury for which the discovery rule is available because it charges parties with irrefutable notice for limitations purposes; (2) Tex. Prop. Code Ann. 13.002 provides all persons, including the grantor, with notice of the deed’s contents as well; and (3) therefore, a grantor who signs an unambiguous deed is presumed as a matter of law to have immediate knowledge of material omissions. Accordingly, Respondents’ suit was untimely. View "Cosgrove v. Cade" on Justia Law

Plaintiffs Jourdan Rivers Estates, LLC (JRE) and Jourdan River Resort and Yacht Club (Yacht Club), filed suit for damages in December 2011 against Defendants Scott Favre, Cindy Favre, Jefferson Parker, and CB Partners, LLC d/b/a Cinque Bambini. CB Partners, LLC d/b/a Cinque Bambini was later dismissed from the action without prejudice. The complaint alleged multiple claims against Defendants, including slander of title; slander and/or defamation; trespass; nuisance; tortious interference with use of property; tortious interference with contractual relationships; harassment and intimidation of plaintiffs' agents and intentional infliction of emotional distress upon plaintiffs' agents; assault upon plaintiffs' agents; willful destruction of plaintiffs' property; negligence; gross, willful, and wanton negligence; malicious prosecution; unjust enrichment; false imprisonment; and any other applicable theory of law giving rise to a cause of action. Defendants moved to dismiss for failure to state a claim under Rule 12(b)(6) of the Mississippi Rules of Civil Procedure. The circuit court granted the motion in part and denied it in part. The circuit court dismissed all of Yacht Club's claims in relation to the claim(s) that Defendants made false representations to the Hancock County Board of Supervisors and/or Hancock County employees, finding that such allegations fell under the "Noerr-Pennington" doctrine, expressly adopted by the Mississippi Supreme Court. The circuit court dismissed JRE's claims of slander of title, slander and/or defamation; harassment; assault; and false imprisonment and intentional infliction of emotional distress because each claim constituted an intentional tort and was barred under the statute of limitations. The circuit court denied Defendants' motion to dismiss as to JRE's claims for trespass; nuisance; tortious interference with use of property; tortious interference with contractual relationships; willful destruction of property; negligence; gross, willful, and wanton negligence; malicious prosecution; and unjust enrichment. Plaintiffs thereafter petitioned for an interlocutory appeal. Because the Supreme Court found that Defendants' Rule 12(b)(6) motion should have been converted into a motion for summary judgment, as provided in Rule 56 of the Mississippi Rules of Civil Procedure, it reversed the circuit court's order granting the Rule 12(b)(6) motion and remanded for further proceedings. View "Jourdan River Estates, LLC v. Favre" on Justia Law

Appellants and Appellees owned property on two sides of Hurricane Creek. Appellants alleged that Appellees and past owners of the property placed fill material in the floodway and floodplain of Hurricane Creek and that, since that time, Appellants had experienced an increased frequency and extent of flooding on their property. The parties subsequently reported to the trial court that they had reached a settlement. However, the proposed settlement contained a provision releasing claims Appellants “may have in the future.” Appellants disputed the scope of the release. The circuit court granted Appellee’s motion to enforce settlement agreement, concluding that the agreement and release encompassed the terms actually agreed on by the parties. The Supreme Court reversed, holding that the trial court’s grant of Appellee’s motion to enforce settlement was in error where there was no agreement between the parties as to the scope of the release. View "Billingsley v. Benton NWA Props., LLC" on Justia Law

The Wongs bought a hillside home in San Carlos for $2.35 million from the Stolers. Several months after they moved in, the Wongs discovered that they and 12 of their neighbors were connected to a private sewer system and were not directly serviced by the city’s public system. Believing they had been deceived, they sued the Stolers and the real estate agents who brokered the sale alleging various claims, including rescission. After the Wongs settled their dispute with the real estate agents for $200,000, a trial was held on the rescission claim only. Although the court found that the Stolers, with reckless disregard, made negligent misrepresentations to the Wongs, it declined to effectuate a rescission , but ordered the Stolers to be, for a limited time, indemnifiers to the Wongs for sewer maintenance and repair costs exceeding the $200,000 they obtained in their settlement with the agents. The court of appeal reversed, finding that the trial court declined to effectuate a rescission of the contract based on incorrect justifications and that its alternative remedy failed to provide the Wongs with the complete relief to which they were entitled. View "Wong v. Stoler" on Justia Law

Plaintiffs, a car dealership and related individuals, had an oral agreement that Defendant would use, free of charge, an empty bay at the site of its car dealership for its nonprofit and youth-outreach activities. Defendant put approximately $100,000 of improvements into the bay. One year later, Plaintiffs asked Defendant to sign a lease and to begin paying rent and utilities. When Defendant refused, Plaintiffs brought an action alleging unlawful detainer and seeking a writ of possession, damages, costs and attorney’s fees. Defendant filed a counterclaim and third-party complaint. The circuit court granted Plaintiffs’ motion for summary judgment, issued a writ of possession, and dismissed all of Defendant’s counterclaims and third-party claims. The Supreme Court affirmed in part and reversed and remanded in part, holding that the circuit court (1) properly granted summary judgment on the issue of unlawful detainer; (2) erred in granting summary judgment on Defendant’s counterclaims of promissory estoppel and detrimental reliance; and (3) did not abuse its discretion in denying Plaintiffs’ request for attorney’s fees. View "Anderson's Taekwondo Ctr. Camp Positive, Inc. v. Landers Auto Group No. 1, Inc." on Justia Law

The Pifer Group, Inc., appealed, and Judith Liebelt and Sandra and Dennis Janke cross-appealed, a judgment awarding Pifer Group $8,215.81 for breach of two land auction sale agreements. Liebelt and the Jankes entered into separate land auction sale agreements with Pifer Group to auction their Cass County farmland. On the morning of the scheduled auction, Liebelt and the Jankes sent Pifer Group an email stating: "We are withdrawing from today's 11am land auction and will refuse any and all bids pursuant to our contract agreement." No auction sale was held. Pifer Group sued Liebelt and the Jankes for breach of the auction sale agreements and sought damages based on full sales commissions that would have been owed if the sales occurred. Construing the auction sale agreements, the district court on summary judgment awarded Pifer Group only cancellation fees of $8,215.81 and rejected the arguments of Liebelt and the Jankes that the agreements were void as a matter of law. The Supreme Court affirmed, concluding the auction sale agreements are enforceable and the district court did not err in its interpretation of them. View "Pifer Group, Inc. v. Liebelt" on Justia Law