Justia Contracts Opinion Summaries

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

Developer filed suit against the University after the University terminated the lease agreement between the parties because Developer failed to make a rental payment. The district court granted summary judgment in favor of the University. The court vacated and remanded for further proceedings, concluding that there is a genuine dispute whether a rental payment was due on May 30, 2013, and therefore whether the University was entitled to terminate the lease and to collect damages. View "Howard Town Center Developer v. Howard University" on Justia Law

In 2005, Plaintiffs purchased property from Seller, and Seller conveyed the property to Plaintiffs by deed. After the sale was finalized but before Plaintiffs were able to move into the property, Plaintiffs experienced significant flooding in the driveway, garage, and basement. The flooding and water-penetration issues persisted over the next several years. In 2010, Plaintiffs experienced extensive flooding of their property. Plaintiffs brought this action against Seller and entities involved in the sale (collectively, Defendants), alleging breach of contract, negligence, and fraud. The superior court granted Defendants’ motions for summary judgment. The Supreme Court affirmed in part and vacated in part, holding (1) the superior court correctly granted summary judgment on Plaintiffs’ contract and negligence claims; but (2) the merger and disclaimer clause contained in the purchase and sales agreement was not drawn with sufficient specificity to bar Plaintiffs’ claim for fraud. Remanded. View "McNulty v. Chip" on Justia Law

Buyer agreed to purchase a portion of a 2,700 acre ranch from Sellers. Sellers agreed to finance a portion of the purchase price by accepting Buyer’s promissory note. After Buyer defaulted on the promissory note, Sellers initiated foreclosure proceedings. Buyer and its successor in interest (collectively, Buyers) filed a complaint for declaratory judgment and a motion for a temporary restraining order to halt the foreclosure, asserting several causes of action. Sellers counterclaimed, asserting that Buyers breached the terms of the promissory note. The district court granted summary judgment in favor of Sellers. Both parties appealed. The Supreme Court affirmed in part and reversed in part, holding that the district court (1) did not err in granting summary judgment in favor of Sellers with respect to Buyers’ adverse possession claim and with respect to Sellers’ breach of contract claim; and (2) erred in denying Sellers’ request for attorney’s fees. Remanded. View "Flynn v. Ruby River Canyon Ranch, Ltd." on Justia Law

James and Barbara Hilliard (Vendors) owned a farm in Owyhee County with approximately 3,000 acres of farmable land. They executed written leases of the best farm ground to various farmers who grew row crops. They orally leased to John Clark other portions of the farm, on which he raised hay and grain crops. In 2009 and 2010, Vendors leased the row crop portion of the farm to Lance Funk Farms, LLC. Because of his health, on John Clark became unable to continue farming, and Vendors orally leased to his son Jay P. Clark, Vendors’ attorney, those parts of the farm not leased for growing row crops. According to Vendors, in January 2010 Jay Clark fraudulently obtained a written document purporting to give him a one-year lease of the entire farm with an option to extend the lease for a period of ten years. He then recorded the document in the records of the county recorder, and in June 2010 his father recorded a document claiming to have a 10% interest in the farm. These recordings created clouds on the Vendors’ title to the farm. In November 2010, Vendors contracted to sell their farm to Murphy Land Company, LLC (Purchaser). Jay Clark told Purchaser that he would only vacate the farm upon payment to him of $2,000,000 and payment to his father of $950,000. Because of the two clouds on the title and the refusal of Jay Clark to vacate the property, the parties entered into an amendment to their contract which stated, among other things, that $3,000,000 of the sale price would be held in trust to “be available to the extent determined by a court of competent jurisdiction of the purchaser’s damage, if any, for loss or delay of possession of real estate purchased herein.” The sale closed on December 30, 2010. In early 2011, Vendors sued Jay and John Clark, and obtained a judgment declaring Jay Clark’s purported lease null and void and ordering that John Clark’s recorded claim to ownership of a 10% interest in the farm be expunged from the county records. Then Purchaser filed a lawsuit to have Jay Clark removed from the farm. Clark fought that lawsuit, including filing for bankruptcy protection after Purchaser was granted summary judgment in its action to remove him from the farm. As a result, Purchaser did not obtain possession of the farm until May 2012. In 2013, Vendors filed this action for a declaratory judgment that they were entitled to a $3,000,000 being held in trust. Purchaser filed a counterclaim seeking that sum for the damages it incurred due to the delay in being able to obtain possession of the farm. The district court granted summary judgment to the purchaser after holding that the material portions of the affidavits filed by the vendors in opposition to summary judgment were inadmissible. Finding no error with that judgment, the Supreme Court affirmed the district court and awarded attorney fees on appeal. View "Hilliard v. Murphy Land Co." on Justia Law

Husband and wife (who did not speak English) entered into a written one-year lease, took possession of the apartment, and tendered the security deposit and first month’s rent. Ten days into the lease, they received “an official 30 days notice” of eviction, stating that “[c]onstruction begins June 10,” and that they did not qualify for an unspecified “new program.” Several additional efforts to force the family to move followed; their tender of rent was refused. They purportedly sought legal advice and were told that the landlord could not unilaterally terminate the lease. They reported feeling discriminated against and harassed; they were confused, depressed, and anxious. Demolition began while the family was occupying the apartment. Husband allegedly told wife that he could not tolerate the situation any longer. The following day, he committed suicide in the apartment. Wife sought damages for intentional infliction of emotional distress, wrongful eviction, breach of contract; under the Wrongful Death Act; and under the survival statute. The trial court dismissed the wrongful death and related survival actions, finding that “wrongful death via suicide” is not cognizable in Illinois. The Illinois Supreme Court agreed. Despite an ostensible connection between severe emotional distress and suicide, suicide may result from a complex combination of factors. It is “rare” that suicide would not break the chain of causation and bar a wrongful death action, even where the plaintiff alleges the defendant inflicted severe emotional distress. Husband’s suicide was not a reasonably foreseeable result of defendant’s alleged conduct in breaking the lease and pressuring the family to vacate. View "Turcios v. DeBruler Co." on Justia Law

The Tenth Circuit Court of Appeals certified a question of Oklahoma law to the Oklahoma Supreme Court. In April 2008, plaintiffs Shannon and Eric Walker requested several samples of hardwood flooring from BuildDirect.com Technologies, Inc., a Canadian corporation, through BuildDirect's website. The next month they arranged, over the telephone, to purchase 113 boxes of flooring from BuildDirect. BuildDirect emailed a two-page written Contract entitled "Quotation" to Ms. Walker, who signed and dated the Contract and returned it to BuildDirect via fax. The Contract described the type, amount, and price of the flooring purchased by the Walkers. And, it included 14 bullet points setting forth additional terms. The sixth bullet point stated: "All orders are subject to BuildDirect's 'Terms of Sale.'" The Walkers alleged that after they installed the flooring, they discovered that their home was infested with nonindigenous wood-boring insects. According to the Walkers, the insects severely damaged the home, and caused the home to be subject to quarantine and possible destruction by the United States Department of Agriculture. The question the federal appeals court posed to the Oklahoma Supreme Court was whether a written consumer contract for the sale of goods incorporated by reference a separate document entitled "Terms of Sale" available on the seller's website, when the contract stated that it was "subject to" the seller's "Terms of Sale" but did not specifically reference the website. In response, the Oklahoma Court held that Oklahoma law did not recognize a "vague attempt at incorporation by reference" as demonstrated in this case. Under the Oklahoma law of contracts, parties may incorporate by reference separate writings, or portions thereof, together into one agreement where: (1) the underlying contract makes clear reference to the extrinsic document; (2) the identity and location of the extrinsic document may be ascertained beyond doubt; and (3) the parties to the agreement had knowledge of and assented to its incorporation. View "Walker v. BuildDirect.com Technologies, Inc." on Justia Law

Plaintiff donated 159 acres of land to the Nebraska National Trails Museum Foundation (NNTM). At the time of the donation, NNTM leased the land back to Plaintiff and allowed him to farm the land. Plaintiff’s subsequent upgrades to the land caused the number of certified irrigated acres (CIAs) assigned to the land to almost double. Plaintiff filed a complaint alleging that NNTM would be unjustly enriched if it were allowed to maintain possession of the CIAs. The district court entered judgment in favor of NNTM. The Supreme Court affirmed, holding (1) the district court did not err in determining that Plaintiff was not entitled to the CIAs; and (2) the district judge who heard the case did not err in not recusing himself from the proceedings after the judge had a conversation with the manager of another natural resources district regarding Plaintiff. View "Kalkowski v. Neb. Nat’l Trails Museum Found., Inc." on Justia Law