Justia Contracts Opinion Summaries

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

Central Southwest Texas Development, LLC and Washington Mutual Bank (WaMu) entered into a lease agreement in November 2007: Central was to construct a WaMu bank branch in Austin, and deliver it to WaMu by January 1, 2008, after which WaMu would owe rent to Central for the twenty-year term of the lease. Central did not yet have fee simple ownership of the property, but had contracted to purchase it and had deposited earnest money in escrow. After a number of extensions of the deadline, Central had not yet closed on the property at the time of WaMu’s collapse in September 2008. WaMu was declared insolvent and the FDIC was appointed as its receiver. JPMorgan Chase Bank acquired most of WaMu’s assets and liabilities under a Purchase and Assumption (P&A) Agreement with the FDIC. If Chase declined, the FDIC would have been authorized to repudiate “burdensome” leases if doing so would “promote the orderly administration of [WaMu’s] affairs.” Having determined that Chase was unlikely to accept the lease based on the proximity of Chase branches to the leased property, a Central executive emailed the FDIC and asked to be “release[d] . . . from the Lease obligation in order to pursue other options.” Central was soon notified by Chase of its rejection of the lease and by the FDIC of its repudiation. Central subsequently closed on the property. Having failed to find a replacement tenant, Central sold the property the same day a little more than it paid. Central later concluded that the lease did not qualify as "Bank Premises" under the P&A Agreement because no banking facilities were occupied (or even built) by the time of WaMu’s failure. With this new understanding of the lease’s status, Central filed this lawsuit against Chase for breach. After Central moved for summary judgment, the district court held that the lease was not a Bank Premises lease, and therefore that Chase could not decline assignment under the P&A Agreement. Consistent with the Fifth Circuit's ruling in "Excel Willowbrook, LLC v. JPMorgan Chase Bank, NA (758 F.3d 592 (2014)), the district court also held that this assignment created privity of estate between Central and Chase, and therefore that Central had standing to assert its interpretation of the P&A Agreement. Chase also moved for summary judgment on the ground that the email communications between the parties constituted a mutual termination of the lease. ROA 2048. The case proceeded to a bench trial, and the district court ruled that Chase’s attempted rejection of the lease was an anticipatory breach, entitling Central to contract damages and excusing it from further performance. Chase and the FDIC appealed. After review, the Fifth Circuit found "no reason to disturb the trial court's finding" that no mutual termination occurred. Accordingly, the Court affirmed the district court. View "Central SW Texas Devel, L.L.C. v. JP Morgan Chase" on Justia Law

At issue in this case was the Redland family’s dispute over ranch property that some Redland children (“Children”) claimed that their father (“Father”) agreed to place in a family trust. In the first appeal, the Supreme Court concluded that the district court erred in entering summary judgment, as questions of fact existed on the issues of whether Children’s claims against Father were barred by the statute of frauds and the statute of limitations. On remand, the district court determined that Children’s claims were not barred and ordered that the disputed property, with the exception of property on which Father resided (“residential property”), be immediately transferred to the family trust. With regard to the residential property, the court ordered that the property be transferred to the trust upon Father’s death. The Supreme Court affirmed as modified, holding that the district court (1) did not err in holding that an enforceable agreement existed that required placing the disputed property in the trust; (2) did not err in determining that the statute of limitations did not bar Children’s claims; and (3) erred in its disposition of the residential property. Remanded with directions that the residential property be immediately transferred to the family trust subject to Father’s life estate in the property. View "Redland v. Redland" on Justia Law

Plaintiff, a restaurant supply company, leased commercial property from Defendant. The lease provided Plaintiff and the guarantor with the option to purchase the premises during the term of the lease. In a separate provision, the lease required Defendant to perform environmental remediation on the premises. Plaintiff told Defendant that it had elected to exercise the option to purchase the premises but that, before the parties could close on the transaction, Defendant had to fulfill its obligation to complete the environmental remediation. Plaintiff, however, never attempted to tender payment of the purchase price. Plaintiff subsequently filed this action requesting that the trial court order specific performance of the option to purchase provision in the lease. The trial court declined to order specific performance. The Appellate Court affirmed, concluding that Plaintiff had failed to exercise the option to purchase in accordance with its terms. The Supreme Court affirmed, holding (1) because Plaintiff did tender the purchase price as required, it failed to exercise the option to purchase when the option was available; and (2) the doctrine of frustration of purchase did not apply in this case because Defendant’s lack of environmental remediation did not interfere with the purpose of the lease. View "Howard-Arnold, Inc. v. T.N.T. Realty, Inc." on Justia Law

Professional golfing legend Jack Nicklas' participation in a developer's plan to build a luxurious golf course and housing plan allegedly led plaintiffs-appellants Jeffrey and Judee Donner to invest $1.5 million in the development. "Plans went awry:" the developer's parent company went bankrupt, and the project was never built. The Donners settled with the developer's parent company in its bankruptcy proceedings, then sued Jack Nicklaus and Jack Nicklaus Golf Club, LLC for intentional misrepresentation, negligent misrepresentation, and violation of the Interstate Land Sales Full Disclosure Act. The district court dismissed the action, holding in the alternative: (1) the complaint failed to state a valid claim for relief; and (2) defendants were entitled to summary judgment because the Donners elected their remedies by entering into a settlement agreement with other parties. After review, the Tenth Circuit disagreed with the district court with respect to two issues: (1) the dismissal of the claim involving intentional misrepresentation of Mr. Nicklaus's membership status; and (2) the award of summary judgment to Mr. Nicklaus and Nicklaus Golf, finding the settlement agreement did not include defendants, and the Donners neither affirmed nor repudiated a contract. The case was affirmed in all other respects, and remanded for further proceedings. View "Donner v. Nicklaus" on Justia Law