Justia Contracts Opinion Summaries

In the 1990s, the Wassons assumed an existing ninety-nine-year lease of property owned by the City of Jacksonville that specified that the property was to be used for residential purposes only. In 2009, the Wassons conveyed their interest in the lease to Wasson Interests, Ltd (WIL), which violated the lease terms. The city sent WIL an eviction notice, but the City and WIL subsequently entered into a reinstatement agreement that required WIL to cease and desist all commercial activity in violation of the lease. Later, the City sent WIL yet another eviction notice, contending that WIL’s use of the property violated the reinstatement agreement. WIL sued for breach of contract. The City filed a combined motion for traditional and no-evidence summary judgment on several grounds, including governmental immunity. The trial court granted the motion. The court of appeals affirmed based on governmental immunity. The Supreme Court reversed, holding (1) the common-law distinction between proprietary and governmental acts applies to contract claims; and (2) the court of appeals erred in holding that in a breach of contract action, a City has immunity for proprietary acts. Remanded for a determination as to whether the lease contract was entered into in the City’s proprietary or governmental capacity. View "Wasson Interests, Ltd. v. City of Jacksonville" on Justia Law

Four oil and gas leases were assigned in one instrument. At issue in this case was how to calculate a production payment reserved in the assignment of the four leaseholds. When two of the leases terminated, the payor asserted that the production payment should be reduced to reflect the loss of the underlying mineral-lease interests. The payee responded by asserting that the production payment burdened the four leases jointly and that the assignment included authorization to adjust the payment. The trial court construed the assignment as allowing for the production payment’s adjustment based on the expiration of an underlying lease. The court of appeals reversed, concluding that the production payment could not be reduced because the assignment failed to include “express language providing for a piecemeal reduction of the production payment.” The Supreme Court reversed, holding that the trial court rendered the correct judgment in this case. View "Apache Deepwater, LLC v. McDaniel Partners, Ltd." on Justia Law

In general, an overriding royalty on oil and gas production must bear its share of postproduction costs unless the parties agree otherwise. The Hyder family leased 948 mineral acres to Chespeake Exploration, LLC. The Hyders and Chesapeake agreed that the overriding royalty in the parties’ lease was free of production costs but disputed whether it was also free of postproduction costs. The trial court rendered judgment for the Hyders, awarding them postproduction costs that Chesapeake wrongfully deducted from their overriding royalty. The court of appeals affirmed. The Supreme Court affirmed, holding that the parties’ lease clearly freed the overriding royalty of postproduction costs. View "Chesapeake Exploration, LLC v. Hyder" on Justia Law

Ray Fischer transferred his business assets to CTMI, LLC pursuant to a written asset-purchase agreement. CTMI later filed a second amended petition alleging that portions of the asset-purchase agreement were unenforceable “agreements to agree.” The trial court entered judgment in favor of Fischer. The court of appeals reversed and rendered judgment that the disputed portion of CTMI’s payment obligations was an unenforceable agreement to agree. The Supreme Court reversed, holding that the payment provision at issue was enforceable because its material terms were sufficiently definite to enable a court to determine CTMI’s obligation and provide a remedy for its breach. View "Fischer v. CTMI, LLC" on Justia Law

Plaintiff sued Defendant for breach of contract and for wrongfully discharging him in retaliation for filing a workers’ compensation claim in good faith. Plaintiff’s breach of contract claim related to Defendant’s failure to remit accrued vacation pay upon his termination. A jury found in Plaintiff’s favor. The trial court rendered judgment in favor of Plaintiff, awarding him past and future lost earnings, employee benefits, and other damages. Defendant appealed the portion of the judgment on the retaliation claim. The court of appeals affirmed. The Supreme Court reversed and rendered a take-nothing judgment in favor of Defendant on Plaintiff’s retaliation claim, holding that no evidence supported the jury’s verdict on that claim. View "Kingsaire, Inc. v. Melendez" on Justia Law

Plaintiffs filed suit against Defendant, alleging breach of contract and misappropriation of trade secrets. Concerned by Plaintiffs’ counsel’s (Counsel) exposure to certain documents as a result of Counsel working “closely” with Defendant’s former finance manager, Defendant moved to disqualify Counsel from representing Plaintiff. The special master denied the motion to disqualify. The trial court, however, ordered Counsel’s disqualification. The court of appeals subsequently denied Plaintiffs’ petition for mandamus relief. The Supreme Court conditionally granted mandamus relief, holding that the trial court improperly disqualified Counsel under In re American Home Products Corp., as the American Home Products screening requirement does not govern a fact witness with information about his former employer if his position with that employer existed independently of litigation and he did not primarily report to lawyers. Rather, to the extent that a fact witness discloses his past employer’s privileged and confidential information, the factors outlined in In re Meador should guide the trial court’s decision regarding disqualification. View "In re RSR Corp. and Quemetco Metals Ltd., Inc." on Justia Law