Justia Contracts Opinion Summaries

Plaintiff and Defendant each held a one-third interest in property as tenants in common. Plaintiff and Defendant, assisted by counsel, had discussions via email regarding the possible sale of Plaintiff’s interest. The emails stated that Defendant “offered” to acquire Plaintiff’s interest and that Plaintiff “accept[ed]” the offer. Plaintiff subsequently filed a complaint against Defendant seeking, among other things, specific performance of the contract for the sale of his interest in the property to Defendant. The superior court granted partial summary judgment on the specific performance claim, concluding there had been no valid contract formation because the emails between Plaintiff and Defendant did not contain all the material terms necessary to form a contract for the sale of land. The Supreme Court vacated and remanded, holding (1) an email can constitute a writing pursuant to the statute of frauds and the Maine Uniform Electronic Transactions Act; and (2) unresolved issues of material fact existed as to whether a contract for the sale of land was formed in this case. View "McClare v. Rocha" on Justia Law

In 2006, Plaintiffs entered into a five-year oil and gas lease covering 47 acres in Ross Township, Ohio, and granting Chesapeake exclusive rights to “all oil and gas and their constituents” for $5.00 per mineral acre per year and a royalty on production. The lease provides for extension, if “Operations” are being “conducted on the Leasehold, or on lands pooled, unitized or combined with all or a portion of the Leasehold.” In 2011, Chesapeake submitted drilling-permit applications for property that did not include Plaintiffs’ property. Later, Chesapeake filed a “Declaration and Notice of Pooled Unit,” consisting of 21 properties, including Plaintiffs’ property, and declared that “operations and/or production … anywhere within the Unit shall be deemed to be operations and/or production on each separate tract sufficient to extend and maintain each included lease in the Unit.” It specified that production from the unit would be allocated among all leases in the unit proportional to the surface area of each lease. Plaintiffs sought a declaration that the lease expired; Chesapeake filed a counterclaim. The district court ruled in favor of Plaintiffs, concluding that Chesapeake’s actions did not extend the lease because the lease required that a permit application pertaining to the leased property or a property already unitized with the leased property, be filed before the expiration of the lease. The Sixth Circuit reversed and remanded. View "Henry v. Chesapeake Appalachia, LLC" on Justia Law

Acting as receiver, the FDIC conveyed substantially all of WaMU's assets and liabilities to JPMorgan Chase, including certain long-term real-estate leases. At issue was whether the owners of the leased tracts could enforce the leases against Chase by virtue of the FDIC's conveyance. The court held that, in the interest of maintaining uniformity in the construction and enforcement of federal contracts, the landlords did not qualify as third-party beneficiaries. The court concluded, however, that the landlords have "standing" to prove the content of the Agreement and that the Agreement, properly construed, was a complete "assignment" sufficient to create privity of estate under Texas law. Accordingly, the court affirmed the judgment of the district court. View "Excel Willowbrook, L.L.C., et al. v. JPMorgan Chase Bank, N.A., et al." on Justia Law

In 2006, DLI Properties, LLC (DLI), hired Allen Tate, a real estate brokerage firm, and Faile, Allen Tate's licensee, to serve as its agents in connection with the sale of certain real property in Lancaster, South Carolina. Petitioners, using Sharon Davis of Davis Integrity Realty, Inc. as their broker, offered to purchase the property. Petitioners sued Respondents alleging fraud, negligent misrepresentation, and violations of the South Carolina Unfair Trade Practices Act (the SCUTPA) based on DLI's acceptance of an offer on the property and Faile's representation that DLI would accept Petitioner's offer. Petitioners claimed Respondents made misrepresentations concerning the validity and effectiveness of their agreement to purchase the property. Petitioners asserted Respondents had a duty of care to communicate truthful information to Petitioners, and breached that duty by failing to disclose the ultimately successful offer, and the fact that DLI had not signed Petitioners' offer. Petitioners further alleged Respondents demonstrated a pattern of behavior sufficient to establish a SCUTPA violation. Petitioners appealed the circuit court's decision that granted summary judgment in favor of the Respondents. After careful consideration of the circumstances of the deal, the Supreme Court affirmed, noting that the appellate court erred only by not addressing the merits of Petitioners' appeal. On the merits, the Court affirmed the circuit court as modified. View "Woodson v. DLI Properties" on Justia Law

Because of a property dispute, Petitioner filed a complaint against Respondents. The trial court granted Respondents judgment as a matter of law (JMOL) on Petitioner’s breach of fiduciary duty claim. The jury then rendered a special verdict against Petitioner on the remainder of Petitioner's claims. After the verdict was read into the record and the jury was discharged, the trial court recalled the jury. The jurors were polled, and one juror responded that the verdict as read did not reflect his verdict. The intermediate court of appeals (ICA) sustained the verdict, holding that a jury cannot be recalled following an order discharging the jury. The Supreme Court affirmed in part and vacated in part the judgment of the ICA, holding (1) a court may recall a jury following a formal discharge if the jury is subject to the control of the court; (2) the jurors’ statements that they misunderstood the legal effect of their answers to a special verdict question did not provide a basis for overturning the jury’s verdict in favor of Respondents; and (3) JMOL was correctly granted on Petitioner’s breach of fiduciary duty claim. View "Lahaina Fashions, Inc. v. Bank of Hawai'i" on Justia Law

Plaintiffs, property owners, filed an action against Defendant, a bank, alleging eleven counts of state law violations for Defendant’s decision to deny Plaintiffs’ application for a loan modification under the Home Affordable Modification Program and to foreclose on Plaintiffs’ home. The district court granted Defendant’s motion to dismiss. The First Circuit Court of Appeals affirmed the district court’s dismissal of Plaintiffs’ amended complaint, holding that the district court properly dismissed Plaintiffs’ claims for breach of the implied obligation of good faith and fair dealing, violation of the Massachusetts Consumer Credit Cost Disclosure Act, rescission, negligence, and promissory estoppel. View "MacKenzie v. Flagstar Bank, FSB" on Justia Law

Defendant-sellers obtained a policy from American Family Mutual Insurance Company insuring an apartment building. When preparing for the sale of the building, Defendants signed a real estate condition report stating that they were not aware of the presence of asbestos on the premises. After Plaintiff-buyers purchased the building, their contractor discovered asbestos in the building. Plaintiffs filed an action against Defendants for breach of contract/warranty and negligence in failing to adequately disclose defective conditions. The circuit court held that American Family had no duty to defend or indemnify Defendants because an asbestos exclusion in the American Family policy precluded coverage. The court of appeals affirmed, concluding that the policy precluded coverage. The Supreme Court affirmed, holding that the asbestos exclusion in the American Family policy precluded coverage for the losses alleged by Plaintiffs. View "Phillips v. Parmelee" on Justia Law

Menzies, an air cargo handling business, leased CenterPoint’s 185,280-square-foot warehouse near O’Hare Airport. Another tenant used the building to store airplane parts until 2006. Under the lease, Menzies is responsible for repairing the “floor,” while CenterPoint is responsible for repairing the “foundation.” CenterPoint constructed improvements costing $1.4 million, at Menzies’ request, including increasing the number of dock doors from two to 38 and installing 45,000‐pound dock levelers. When Menzies began moving its operations into the building in November 2007, the six‐inch concrete slab did not exhibit any visible damage. By January 2009, the slab had begun to deteriorate. The damage was not consistent with typical wear and tear. The slab could not support Menzies’ equipment. CenterPoint paid $92,000 for repairs, then stopped doing so and did not submit an insurance claim. The slab is so damaged that it must be replaced, at an estimated cost of $966,000 to $1.23 million. Menzies sued CenterPoint for breach and CenterPoint counterclaimed. The district court held that neither party was entitled to recover because the slab had a “dual nature as both floor and foundation,” but “the damage at issue was related to the slab’s function as a floor.” The Seventh Circuit affirmed. View "Aeroground, Inc. v. CenterPoint Props. Trust" on Justia Law

Defendant was assigned the serving rights to Plaintiff's mortgage on a piece of property. Plaintiff sued Defendant, claiming that Defendant attempted to collect more than was due on the loan. The parties settled. Plaintiff then filed this action against Defendant, alleging breach of the settlement agreement, defamation, and violations of the Maryland Consumer Debt Collection Act and the Maryland Consumer Protection Act. An order of default was later entered against Defendant. Defendant subsequently filed a motion for a new trial or to alter or amend the judgment, requesting that the default judgments be set aside because Plaintiff's claims were legally deficient. The trial court denied the motion. The court of special appeals affirmed. The Court of Appeals affirmed, holding that a defaulting party who does not file a motion to vacate the order of default after a default judgment has been entered cannot file a Maryland Rule 2-534 motion to alter or amend a judgment to contest liability, and the defaulting party cannot appeal that judgment in order to contest liability. View "Franklin Credit Mgmt. Corp. v. Nefflen" on Justia Law

Eugene and Charlene Guthmiller appealed a district court judgment finding an option agreement should have been honored, allowing Guthmiller Farms, LLP and Jeremy Guthmiller to each purchase by contract for deed an undivided one-half interest in specified lands. The Guthmillers argued on appeal: (1) that Guthmiller Farms did not have standing to pursue the action; (2) that consideration was invalid for the option contract; (3) that exercise of the option constituted a counteroffer; and (4) that the district court erred in considering evidence not disclosed prior to the hearing. Finding no error, the Supreme Court affirmed. View "Guthmiller Farms v. Guthmiller" on Justia Law