Justia Contracts Opinion Summaries

The Supreme Court reversed in part and affirmed in part the order of the circuit court granting summary judgment in favor of the West Virginia University Board of Governors (WVU BOG) on Plaintiff's claims alleging that the West Virginia University Institute of Technology (WVUIT) breached its agreement to pay him a supplementary salary for serving as director of a research center, holding that summary judgment was improper on Plaintiff's claim brought under the West Virginia Wage Payment Collection Act (WPCA), W. Va. Code 21-5-1 through 18.Plaintiff, a professor at WVUIT, brought this action against WVU BOG, which manages the educational operations of WVUIT, bringing a common law claim for breach of contract, alternative equitable claims of quantum merit and unjust enrichment, and a statutory cause of action under WPCA. WVU BOG, a state agency, moved for summary judgment, invoking the doctrine of sovereign immunity. The circuit court granted summary judgment on all of Plaintiff's claims. The Supreme Court reversed in part, holding (1) sovereign immunity did not bar Plaintiff's claims under the WPCA, and genuine issues of disputed fact existed as to whether WVU BOG violated the WPCA; and (2) summary judgment was properly granted on the remaining claims. View "Davari v. West Virginia University Board of Governors" on Justia Law

The Supreme Court affirmed the order of the circuit court appointing a special commissioner to execute a reformation deed consummating the parties' confidential settlement agreement and mutual release (the agreement) and dismissing the action, holding that the circuit court did not err.In dismissing this action, the circuit court found (1) Defendants' failure timely to release the notice of lis pendens in connection with the action, as required under the agreement, did not constitute a material "first breach" of the agreement; (2) Defendants did not waive their right to enforcement of the agreement's terms; and (3) the agreement and its extensions were neither procedurally nor substantively unconscionable. The Supreme Court affirmed, holding that the circuit court did not err in (1) enforcing the agreement and its extensions by appointing the special commissioner to execute a reformation deed under the agreement's terms; and (2) dismissing the action in its entirety. View "Triple 7 Commodities, Inc. v. High Country Mining, Inc." on Justia Law

The Supreme Court reversed the order of the circuit court granting summary judgment in favor of American Bituminous Power Partners (AMBIT) and dismissing the breach of contract action brought by Horizon Ventures of West Virginia, holding that the circuit court erred in finding that the agreement between the parties was unconscionable.Horizon and AMBIT entered into a contract and agreement whereby Horizon agreed to provide consulting services to AMBIT in exchange for $50,000 annually. When, years later, AMBIT refused to pay Horizon, Horizon brought this breach of contract action. The circuit court granted summary judgment for AMBIT, finding that the agreement was substantively unconscionable and violative of public policy. The Supreme Court reversed, holding that the circuit court erred in finding the consulting agreement unconscionable without finding both procedural and substantive unconscionability. View "Horizon Ventures of West Virginia, Inc. v. Bituminous Power Partners, L.P." on Justia Law

In this original jurisdiction proceeding, the Supreme Court granted a writ of prohibition sought by Petitioners, out-of-state Blue Cross Blue Shield Plans, to prevent the enforcement of the circuit court's order concluding that it had jurisdiction over Petitioners in this action, holding that jurisdiction over Petitioners was clearly not appropriate in this case.Respondent alleged that the circuit court had jurisdiction over Petitioners for several reasons. Petitioners filed a motion to dismiss for lack of jurisdiction, asserting that they had no relevant jurisdictional contacts with West Virginia. The circuit court denied the motion, concluding that Petitioners purposefully availed themselves of the privilege of conducting business in West Virginia. Petitioners then filed the instant writ, arguing that any attempt to exercise specific jurisdiction over them violated due process because there was no allegation or evidence showing that they developed or maintained a substantial relationship with West Virginia or purposefully engaged in forum-related conduct that gave rise to Respondent's claims. The Supreme Court granted the writ, holding that Petitioners were entitled to the writ of prohibition. View "State ex rel. Blue Cross & Blue Shield of Kansas, Inc. v. Honorable Shawn D. Nines" on Justia Law

The Supreme Court reversed the order of the circuit court denying Petitioner's motion to dismiss Respondent's civil lawsuit or, in the alternative, to compel arbitration, holding that the arbitration provision was clear and unambiguous and was therefore an enforceable agreement to arbitrate.Respondent purchased real estate improved with several structures. After Petitioner inspected the structures Respondent signed the contract. After Respondent allegedly discovered issues with his property he filed a complaint against Petitioner alleging breach of contract, negligence and fraud. Petitioner filed a motion to dismiss, or alternatively, a motion to stay further proceedings and compel arbitration on the grounds that the parties' contract contained an enforceable arbitration provision. The circuit court concluded that the arbitration provision was ambiguous. The Supreme Court reversed and remanded for further proceedings, holding that the arbitration provision was clear and unambiguous. View "Home Inspections of VA & WV, LLC v. Hardin" on Justia Law

The Supreme Court reversed the judgment of the circuit court awarding Central Environmental Services, LLC (CES) damages, holding that a court may not award damages based on both unjust enrichment and breach of contract where such theories of recovery arise from the same set of facts.Gulfport Energy corporation entered into a contract with CES whereby CES agreed to provide services at Gulfport's wells. Some of CES's invoices remained unpaid when the business relationship ended. CES sued Gulfport alleging that Gulfport breached the contract and was unjustly enriched by CES's performance. The circuit court awarded CES $144,038. The Supreme Court reversed, holding that where the circuit court awarded judgment based, at least in part, on unjust enrichment where the litigants were parties to an express contract, the circuit court's order must be reversed. View "Gulfport Energy Corp. v. Harbert Private Equity Partners, LP" on Justia Law

The Supreme Court affirmed the order of the circuit court denying the motion filed by Plaintiff, an oil and gas drilling company, for summary judgment and denying Plaintiff a favorable declaratory judgment, holding that the circuit court did not err in refusing to imply into an existing oil and gas lease a covenant to pool and unitize the lease with nearby mineral estates.Plaintiff brought this action seeking a declaration that the oil and gas lease at issue contained an implied covenant to pool or unitize the lease with other mineral interests. The circuit court rejected Plaintiff's request for a declaratory judgment, holding that the circuit court correctly concluded that there can be no implied covenant to pool or unitize in the absence of language in the lease showing the parties contemplated that a lessor has a right to pool and unitize the lease with other estates. View "Ascent Resources - Marcellus, LLC v. Huffman" on Justia Law

The Supreme Court affirmed the order of the circuit court granting summary judgment to Ruth Ann Pinson and dismissing Denise Johnson's claim that Ruth's husband, Mark Pinson, violated West Virginia's Uniform Fraudulent Transfers Act's (UFTA), W. Va. Code 40-1A-1 to -15, prohibition against fraudulent transfers, holding that Plaintiff did not present evidence demonstrating the existence of a material fact regarding Mark's status as her debtor within the meaning of the UFTA.Johnson asserted that Mark conveyed real property to Ruth with the intent to hinder, delay, or defraud Johnson's attempt to collect on a judgment assigned to her by a third party. The circuit court found that Ruth was entitled to summary judgment as a matter of law. The Supreme Court affirmed, holding that the circuit court did not misinterpret the UFTA or err in denying Johnson's motion to amend the complaint to add Mark as a defendant. View "Johnson v. Pinson" on Justia Law

The Supreme Court affirmed the circuit court's grant of partial summary judgment finding that Gary Dobbs retained his right to purchase pasture land under a 1976 option agreement and that Terry and Catherine Dobbs triggered that right to purchase when they signed a 2007 option agreement, holding that the circuit court did not err.After Lyle Hobbs died, the land he owned passed to his wife and two sons, Terry and Gary. The trio conveyed a small parcel to the sons for a slaughterhouse. The remaining land, including a pasture, was conveyed to Terry and his wife, Catherine. Gary reserved the right to buy back the pasture land if Terry died or if Terry and Catherine decided to sell or assign the pasture land. Gary subsequently purchased the slaughterhouse property at auction. Decades later, Terry and Catherine entered into an option agreement with McElroy Coal Company to either sell the pasture land or provide McElroy Coal a waiver of liability for the company's mining operations. McElroy Coal chose a waiver and paid Terry and Catherine. Thereafter, Gary sued McElroy Coal and Terry and Catherine, alleging that they breached the 1976 option agreement. The circuit court granted summary judgment for Gary. The Supreme Court affirmed, holding that the circuit court did not err. View "McElroy Coal Co. v. Dobbs" on Justia Law

The Supreme Court affirmed the circuit court's order granting Antero Resources Corporation partial summary judgment on its claim for declaratory judgment, holding that the court did not err in concluding that the Antero top lease took priority over the EQT Production Company base lease covering the same property.Larry and Linda Lemasters, who owned the oil and gas underlying a tract of land, entered into an oil and gas lease (the base lease) with an LLC that later assigned the lease to EQT. The Lemasters subsequently entered into an oil and gas lease with Antero (the top lease). The lease was made effective immediately upon expiration of the primary term of the base lease. The Lemasters and EQT (together, Defendants) subsequently entered into a base lease amendment agreeing to extend the primary term of the base lease. Antero filed a complaint against Defendants asserting claims for, inter alia, breach of contract and declaratory judgment. The circuit court awarded summary judgment for Antero on its declaratory judgment claim, determining that the base lease and its amendment were subject to the Antero top lease. The Supreme Court affirmed, holding that the court did not err in declaring that the top lease was the valid and existing oil and gas lease covering the subject property. View "EQT Production Co. v. Antero Resources Corp." on Justia Law