Justia Contracts Opinion Summaries

At issue in this case was the State Center Project, a $1.5 billion redevelopment project intended to revitalize property owned by the State in Baltimore. In 2005, the State issued a public request for qualifications to solicit a master developer for the project. The State Center, LLC was chosen as the master developer. The Maryland Department of General Services (“DGS”), the Maryland Department of Transportation (“MDOT”) and the State Center, LLC negotiated for the Project, entering a series of agreements between 2007 and 2010 to complete the Project in a timely manner. In 2010, Plaintiffs, property owners in downtown Baltimore and taxpayers, filed suit against the DGS, MDOT, and the State Center and its subsidiaries, seeking a declaratory judgment that the formative contracts for the Project were void and seeking an injunction to halt the Project. The trial court voided the formative contracts, concluding that they violated the State Procurement Law. The Court of Appeals vacated the judgment of the circuit court and remanded with directions to dismiss Plaintiffs’ complaint with prejudice, holding that Plaintiffs’ claims were barred by the doctrine of laches due to an unreasonable delay in bringing their claims, causing prejudice to the defendants. View "State Ctr., LLC v. Lexington Charles Ltd. P'ship" on Justia Law

Ann Shannon was the sole member of a limited liability company (LLC). In 2004, Shannon signed a lease for commercial space with the property’s owner, Rick Pannell, on behalf of the LLC. In 2005, the LLC was administratively dissolved. In 2006, Shannon and Pannell entered into a release of the old lease and a new lease. The new lease expressly stated that the LLC was the tenant and was signed by Shannon but did not mention Shannon’s company capacity in any direct way. Pannell subsequently sued for breach of the lease, naming the LLC and Shannon individually. Shortly after, the LLC was reinstated. The circuit court concluded that Shannon was entitled to immunity from personal liability and awarded Pannell damages against the LLC under the lease. The court of appeals affirmed. The Supreme Court affirmed, holding (1) based on the facts of this case, Shannon did not directly obligate herself because she clearly signed the lease in her representative capacity and the lease was expressly with the company; and (2) Shannon could not be personally liable under Kentucky’s Limited Liability Company Act or under the theory that she exceeded her authority as an agent of the LLC during the dissolution. View "Pannell v. Shannon" on Justia Law

This appeal stemmed from the failure of Tamarack Resort, which was owned, developed, and operated by Tamarack Resort, LLC. The Resort was slated as a year-round community, complete with cross-country and downhill skiing, a championship golf course, hotel and conference facilities, retail shopping, restaurants, and lounges. Tamarack planned to offer a panoply of real estate options, including custom homes, condominiums, townhomes, chalets, and cottages. Construction at the Resort began in 2003. Housing units were built and sold, hotel facilities were developed, and by 2006, the ski areas, golf course, retail shops, and restaurants were up and running. In 2004, Tamarack hired Teufel Nursery as its landscape developer. Teufel provided landscaping services at the Resort from 2004 until early 2008. This appeal centered the priority of liens as between Teufel Nursery's mechanics lien and Credit Suisse's mortgages. The district court held that while Teufel had a valid and enforceable lien, it was inferior to Credit Suisse’s mortgages. On appeal, Teufel argues that such holding was in error and that the district court also erred in calculating Teufel's lien amount, interest, and attorney fees. Finding no error, the Supreme Court affirmed. View "Credit Suisse v. Teufel Nursery" on Justia Law

In 1986, the City of Duluth and the Fond du Lac Band of Lake Superior Chippewa (the Band) entered into several agreements establishing a joint venture to operate gaming activities in Duluth. The agreements required that the Band seek approval before creating any additional Indian Country. In 1994, the Band and the City created a series of new agreements and amendments to the 1986 agreements. In 2010, the Band acquired a plot of land. The Band sought to have the plot placed in trust but did not seek the City’s approval to do so, as required by the 1986 agreements. The City commenced this action in state district court seeking a court order requiring the Band to withdraw its trust application. The district court dismissed the lawsuit, concluding that it lacked subject matter jurisdiction because the Band had only consented to suit in federal court in the 1994 agreements. The court of appeals reversed. The Supreme Court reversed the court of appeals’ decision and reinstated the district court’s judgment for the Band, holding that the Court lacked jurisdiction to decide the issue of whether the Band breached the 1986 agreements because it required interpretation of the 1994 agreements, which was a matter vested in the federal courts. View "City of Duluth v. Fond du Lac Band of Lake Superior Chippewa" on Justia Law

Plaintiff filed suit alleging that he was the owner of certain fractional work interests in four Ritchie County mining partnerships. The court certified the following question to the Supreme Court of Appeals of West Virginia: Whether the proponent of his own working interest in a mineral lease may prove his entitlement thereto and enforce his rights thereunder by demonstrating his inclusion within a mining partnership or partnership in mining, without resort to proof that the lease interest has been conveyed to him by deed or will or otherwise in strict conformance with the Statute of Frauds. View "Valentine v. Sugar Rock, Inc." on Justia Law

Bilt Rite Construction and Landscaping, LLC (Bilt Rite) opened a credit account with Larson Lumber Company (Larson) in 2003. Bilt Rite did not make the required payments, and as of 2006, when Bilt Rite had ceased operations, it owed approximately $14,000. That same year, Bilt Rite transferred real property it had purchased to Anita Bartz, who had loaned Rankin or Bilt Rite $45,000. In 2007, Casey Rankin, a partner in Bilt Rite, signed a contract agreeing to pay Larson Bilt Rite’s debt. In 2009 and 2010, Larson Lumber Company (Larson) filed suit against Bilt Rite, Rankin, and Bartz, among others. The district court entered judgment in favor of Larson, holding (1) Rankin and Bilt Rite breached a written contract with Larson; and (2) the transfer of the real property from Bilt Rite to Bartz was fraudulent. The Supreme Court affirmed in part and reversed in part, holding that the district court (1) did not err by denying summary judgment to Defendants; (2) did not err by holding that Rankin and Bilt Rite were jointly and severally liable to Larson; (3) erred by holding that the Bartz loan was made to Rankin personally; and (4) erred by holding that the transfer of the real property to Bartz was a fraudulent transfer. View "Larson Lumber Co. v. Bilt Rite Constr. & Landscaping LLC" on Justia Law

At issue in this case was a retention pond constructed in a subdivision for the purpose of catching water runoff. Patrick and Melinda Sterner, who owned property in the subdivision, contracted with WHR Group (WHR) to handle the sale of their home. Petitioners subsequently entered into a contract to purchase the property. Petitioners later filed an action against WHR, the Sterners, and Sahley Realty Company, the subdivision developer (collectively, Respondents), asserting claims for fraud, constructive fraud, negligence, and breach of implied contract, alleging that a “slip” occurred on the retention bond prior to their purchase of the lot, which allowed the pond to cross the common boundary line onto their property. The circuit court granted summary judgment in favor of Respondents. The Supreme Court affirmed, holding that, under the circumstances of this action, the circuit court acted properly in granting Respondents’ motions for summary judgment. View "Dickens v. Sahley Realty Co." on Justia Law

Defendants executed a promissory note in favor of FirstMerit Bank secured by a mortgage on several parcels of real estate. After Defendants defaulted on the promissory note, FirstBank initiated foreclosure proceedings. The common pleas court entered a decree in foreclosure, and the properties were sold at auction. Because the sale of the properties resulted in a deficiency, FirstMerit obtained a cognovit judgment against Defendants. Defendants moved for relief from judgment pursuant to Ohio R. Civ. P. 60(B), asserting as a defense that they had reached an oral settlement agreement with FirstMerit under which FirstMerit had agreed to cease legal proceedings and release Defendants from their obligations. The trial court denied the motion, concluding that the statute of frauds barred their defense. The appellate court reversed, determining that Ohio Rev. Code 1335.05 did not prohibit Defendants from raising as a defense that the parties orally agreed to modify the terms of their agreement. The Supreme Court reversed, holding that the oral agreement in this case fell within the statute of frauds, and therefore, Defendants were precluded from raising the agreement as a defense in a motion for relief from judgment. View "FirstMerit Bank, N.A. v. Inks" on Justia Law

In 1997, the Courtenay C. Davis Foundation and Amy Davis (together, “Davis Interests”) entered into an agreement with the University of Wyoming Foundation and the Colorado State University Research Foundation (together, “University Foundations”) in which the Davis Interests donated land and other interests to the University Foundations subject to the terms of the agreement. In 2011, the University Foundations decided to sell the gifted property and listed it for sale. In 2012, the Davis Interests filed an action against the University Foundations seeking to enjoin the sale of the property. The district court dismissed the complaint for lack of standing. The Supreme Court affirmed, holding that the district court did not err in concluding that the donation from the Davis Interests to the University Foundations was a gift, that the agreement did not create an implied trust, and that only the attorney general had standing to enforce the terms of a charitable gift. View "Courtenay C. & Lucy Patten Davis Found. v. Colo. State Univ. Research Found." on Justia Law

In 2005, Winyah Bay Holdings, LLC held an event aimed at selling marsh-front lots located in South Island Plantation, an affluent, unbuilt housing development. Winyah conducted the sale by lottery, and geared the event toward on-the-spot sales. Winyah had Wachovia Bank and two unrelated realty and marketing companies (the Realtors) set up booths to promote financing the lot sales. Respondents alleged that Winyah, the Realtors, and Wachovia further enticed potential buyers by promising that "day docks, roads, infrastructure, pool [sic], marsh walks, and other amenities would be in place within 18 months of the lottery." Respondents William and Judith Blackburn claimed these promises got them to participate in the lottery. Over six months later, Respondent William Blackburn delivered a promissory note to Wachovia in the amount of $463,967 to finance the purchase of one of the lots. The note was secured by a mortgage and unconditional personal guaranties executed by Tammy Winner, Watson Felder, and Respondents. Sometime in 2008, Respondents failed to make payments on the note. Wachovia then filed a foreclosure action. Respondents answered, asserting counterclaims against Wachovia, cross-claims against the South Island Plantation Association, Incorporated (the HOA), and a third-party complaint against the Seller and the Realtors. At issue here were the counterclaims against Wachovia, which included claims for negligent misrepresentation, promissory estoppel, breach of contract/breach of contract accompanied by a fraudulent act, breach of fiduciary duty, fraud/fraud in the inducement, breach of contract/negligence, breach of contract, civil conspiracy, illegality of contract, and violations of the South Carolina Unfair Trade Practices Act (the SCUTPA). Wachovia appealed the court of appeals' decision to reverse the circuit court's determination that Respondents' counterclaims were within the scope of a jury trial waiver in the property sales documents. The Supreme Court affirmed the portion of the appellate courts' judgment finding that the waivers were executed knowingly and voluntarily; however, the Court reversed the portion finding that the outrageous and unforeseeable torts exception to arbitration applies in the jury trial waiver context, and found instead that Respondents waived their right to a jury trial on all of their counterclaims. View "Wachovia Bank v. Blackburn" on Justia Law