Justia Contracts Opinion Summaries

Articles Posted in South Dakota Supreme Court
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The Supreme Court affirmed in part and reversed in part the judgment of the circuit court denying the cross-motions for summary judgment filed by the parties in this case, holding that summary judgment should have been granted to Rema Kolda as a matter of law on counts one, two, and four.DT-Trak Consulting, Inc., a medical consulting firm and independent contractor, sued Kolda, its former employee, for alleged violations of multiple provisions of a non-complete agreement. Kolda counterclaimed for barratry. Thereafter, the parties filed cross-motions for summary judgment, which the circuit court denied. The Supreme Court reversed in part, holding (1) Kolda was not in violation of the non-compete provision of the agreement, and summary judgment should have been granted on this count; and (2) Kolda was entitled to summary judgment on count four, which alleged the existence of a trade secret, and count one, which alleged the existence of a trade secret in addition to proprietary information and "confidential information." View "Dt-Trak Consulting, Inc. v. Kolda" on Justia Law

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The Supreme Court affirmed in part and reversed in part the judgment of the circuit court determining that Denise Schipke-Smeenk was not entitled to specific performance of an agreement she made with her husband that neither party would revoke their specific wills without the other's consent, holding that the circuit court erred in determining that the claim was not timely or properly presented.Denise and Neil Smeenk executed mutual wills in 2017 and the agreement at issue. In 2019, Neil executed a new will without Denise's consent. After Neil died, the circuit court appointed Denise as personal representative of Neil's estate and ordered the 2019 will to be probated. The circuit court denied Denise's motion seeking specific performance of the agreement, determining that the motion was not properly presented as a creditor claim and was untimely and that Denise was not entitled to specific performance. The Supreme Court reversed in part, holding that the circuit court (1) erred in determining that the claim was not timely and properly presented; but (2) correctly ruled that Denise was not entitled to specific performance. View "In re Estate of Smeenk" on Justia Law

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The Supreme Court reversed the judgment of the circuit court against Northern Rental Corporation and Steve Willis in this action stemming from the alleged breach of a lease agreement, holding that the circuit court erred in determining damages.In 2019, Northern and Willis defaulted on their lease agreement with Peska Properties, Inc. Peska Properties subsequently entered into a lease with Mills Aftermarket Accessories, Inc. to fill Willis/Northern's remaining lease term plus an additional term. Thereafter, Peska Properties brought this action against Willis/Northern requesting unpaid rent, repayment of Northern's build-out loan, payment of Mills's build-out costs, and attorney fees. The circuit court determined that Willis/Northern owed Peska Properties $68,730. The Supreme Court reversed, holding that the circuit court's award was an error of law because it failed to meet the goal of a damage award. On remand, the court was directed to recalculate the build-out allowance damages. View "Peska Properties, Inc. v. Northern Rental Corp." on Justia Law

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Robinson purchased grain bin monitoring equipment for his Spink County farm, financed through an Equipment Lease Agreement with Northland. Northland’s place of business is in Minnesota. The Lease included a forum selection clause requiring any suit filed by either party to be filed in Stearns County, Minnesota. After Robinson stopped making payments, Northland filed suit in Spink County, South Dakota, where Robinson resided. Robinson objected, claiming that he intended to pursue claims against Northland and others in Minnesota for the defective equipment. In granting Northland summary judgment., the circuit court treated Robinson’s objection as a question of venue and determined that Robinson failed to make a timely objection in Spink County.The South Dakota Supreme Court reversed and remanded, ordering the dismissal of the Spink County action. The court applied Minnesota law consistent with the Lease's choice of law provision and stated that the statutory venue provisions have no application to the question of the enforceability of the contractual forum selection clause. Robinson’s actions in responding to the suit do not support a waiver determination under the Rules of Civil Procedure. The Lease does not indicate that the forum selection clause was intended to solely benefit Northland, or that the mandatory language requiring “any suit by either of the parties” could be unilaterally waived. View "Northland Captial v. Robinson" on Justia Law

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In this appeal concerning the interpretation of a right of first refusal entered into by Dennis Powers and his father, Jerome Powers, the Supreme Court affirmed the decision of the circuit court granting summary judgment and dismissing all claims brought against Dennis and Prevailing Wind Park, LLC, holding that there was no error.After Dennis entered into a wind energy lease and easement agreement with Prevailing Wind, Jerome brought this lawsuit alleging breach of contract and seeking declaratory relief and specific performance. Dennis joined Prevailing Wind's motion for summary judgment asserting that the right of first refusal at issue was not triggered and, alternatively, that it was void as an unreasonable restraint on alienation. The circuit court granted the summary judgment motion. The Supreme Court affirmed, holding that the circuit court (1) properly entered summary judgment in favor of Dennis even when he did not join Prevailing Wind's statement of undisputed material facts or file his own; and (2) correctly granted Prevailing Wind's motion for summary judgment on all claims. View "Powers v. Powers" on Justia Law

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The Supreme Court reversed the decision of the circuit court determining that Julie Niemitalo released her right to bring this post-divorce civil suit against Richard Seidel for conduct that occurred while the parties were separated and in the process of obtaining a divorce, holding that the language of the agreement did not preclude Julie's civil suit against Richard.Julie asserted that while the divorce action was pending Richard attacked her, bound her, and raped her. A jury found Richard guilty of all offenses. In Julie's pending civil suit she brought claims for intentional infliction of emotional distress, negligent infliction of emotional distress, false imprisonment, and civil battery. The circuit court granted summary judgment for Richard, determining that a divorce agreement between the parties was unambiguous and interpreted it to be a broad release and full and final settlement of all claims. The Supreme Court reversed, (1) the language in the agreement did not preclude Julie's lawsuit; and (2) res judicata did not apply. View "Niemitalo v. Seidel" on Justia Law

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The Supreme Court affirmed in part and reversed in part the decision of the circuit court entering judgment in favor of Thomas Wright on his claims for negligence, breach of contract, and deceit, holding that the circuit court erred in its damages award.Curtis Temple expressed interest in purchasing Wright's airplane and took the plane to his ranch, where it was damaged in a crash. When Wright's attempts to obtain compensation from Temple were unsuccessful, he brought suit. Temple also filed a third-party complaint against Ken Merrill, Temple's flight instructor, for negligence and contribution in the event Temple were to be found liable for damages. The jury found Temple liable to Wright on the claims of negligence, breach of contract, and deceit, and awarded damages. The jury also found Temple liable to Merrill but did not award damages to Merrill. The Supreme Court reversed in part and remanded the case for a new trial on the limited issue of damages, holding (1) there was sufficient evidence to support the finding that Temple breached a contract between Temple and Wright; (2) there was sufficient evidence to support the finding that Temple was negligent; and (3) the circuit court erred in instructing the jury on damages and in determining the total award. View "Wright v. Temple" on Justia Law

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The Supreme Court reversed in part the decision of the circuit court concluding that J. Clancy, Inc.'s mechanic's liens placed against certain property were valid and unenforceable and rejecting J. Clancy's breach of contract and unjust enrichment claims, holding that the trial court erred in holding that a divisible implied-in-fact contract controlled the parties' express agreement.J. Clancy, a construction company, sued Ghazanfar Khan and his company, Khan Comfort, LLC. J. Clancy sought enforcement of mechanic's liens it placed against the property and, in the alternative, brought claims for breach of contract and unjust enrichment. The circuit court concluded (1) the mechanic's liens were unenforceable because they were insufficiently itemized; (2) a divisible, implied-in-fact contract, rather than an express contract, governed the parties' relationship; and (3) J. Clancy breached the contract due to non-performance. The court then ordered J. Clancy to reimburse Khan Comfort for overpayments Khan Comfort made. The Supreme Court reversed in part and remanded the case, holding that the circuit court (1) erred in concluding that a divisible implied-in-fact contract controlled the parties' express agreement because a valid, express contract controlled the parties' obligations; and (2) erred in invalidating the mechanic's liens for inadequate itemization. View "J. Clancy, Inc. v. Khan Comfort, LLC" on Justia Law

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The Supreme Court affirmed the circuit court's grant of summary judgment in favor of Defendants with respect all of Plaintiff's claims except for counts four and five, holding that the circuit court did not err in granting summary judgment.This litigation arose from Aqreva, LLC's purchase of medical practice management service from Eide Bailly, LLP. Aqreva sued Eide Bailly, Shelly Kampmann, Lee Brandt, and LJB, Inc. claiming breach of contract and various torts, alleging that Defendants violated non-compete, non-solicitation, and confidentiality clauses in several contracts and that Defendants committed, among other torts, civil conspiracy and fraud. The circuit court granted summary judgment in favor of Defendants with respect to all claims except for those concerning Kampmann's employment agreement and the alleged tortious interference with a contract by Brandt and LJB. The Supreme Court affirmed, holding the the circuit court properly granted summary judgment on counts one through three and six through nine. View "Aqreva, LLC v. Eide Bailly, LLP" on Justia Law

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The Supreme Court affirmed the order of the circuit court granting Defendants' motion for judgment on the pleadings and dismissing Plaintiff's fraud and deceit claims, holding that the claims were time barred.Plaintiff sued a law firm and its attorneys, alleging legal malpractice, fraud and deceit related to their representation of Plaintiff on criminal charges. The circuit court granted judgment on the pleadings for Defendants, concluding that the claims were time-barred by the three-year statute of repose for legal malpractice under S.D. Codified Laws 15-2-14.2. Plaintiff appealed, arguing that the circuit court erred in dismissing the fraud and deceit claims because those claims were subject to a six-year statute of limitations. The Supreme Court affirmed, holding (1) Plaintiff's fraud and deceit claims were subsumed within his malpractice claim; and (2) therefore, all of Plaintiff's claims were precluded under the repose statute. View "Slota v. Imhoff" on Justia Law