Justia Contracts Opinion Summaries

The Supreme Court reversed the judgment of the court of appeals affirming the decision of the trial court granting summary judgment to an architect firm seeking to recover its design fees from a development company, holding that disputed issued of material fact existed that precluded summary judgment.Plaintiff, the architect firm, designed a condominium project for Defendant, the development company. Defendant was not able to pay Plaintiff under the contract, and as a result, Plaintiff's project agreed to accept a condominium in the project instead of a fee. Defendant did not fulfill the agreement. Thereafter, Plaintiff filed a mechanic's lien for its unpaid fee under the contract and filed suit to enforce the lien. The trial court granted summary judgment to Plaintiff, concluding that there was insufficient evidence that the parties intended a novation by substituting the agreement to convey a condominium for the contract. The court of appeals affirmed. The Supreme Court reversed, holding that summary judgment was improperly granted because disputed questions of material fact existed about whether Plaintiff and Defendant intended a novation when they executed the agreement for the condominium. View "TWB Architects, Inc. v. Braxton, LLC" on Justia Law

In this case in which the district court certified a question of law to the Supreme Court regarding the interpretation of two insurance policies the Supreme Court answered that, under Tennessee law and based on the language in the policies at issue, the insurer, in making an actual cash value payment, may not withhold a portion of repair labor as depreciation.The policy defined actual cash value as "the cost to replace damaged property with new property of similar quality and features reduced by the amount of depreciation applicable to the damaged property immediately prior to the loss" and stated that "actual cash value includes a deduction for depreciation." The Supreme Court held (1) the language in the policies was ambiguous and must be construed in favor of the insured parties; and (2) therefore, labor may not be depreciated when the insurance company calculates the actual cash value of a property using the "replacement cost less depreciation" method. View "Lammert v. Auto-Owners (Mutual) Insurance Co." on Justia Law

The Supreme Court reversed the decision of the court of appeals affirming the trial court’s judgment granting a bank’s motion to dismiss this action brought by Plaintiff, holding that the allegations of the complaint were sufficient to survive the bank's motion to dismiss.Plaintiff was listed as a joint tenant with right of survivorship on the checking and savings accounts. Plaintiff brought this breach of contract action alleging that Defendant, the bank, removed his name from checking and savings accounts without his consent and breached its duty to him as co-owner of the account by accepting forged signature cards. The Supreme Court reversed the dismissal of Defendant’s motion to dismiss, holding (1) Plaintiffs sufficiently complied with Tenn. R. Civ. P. 10.03 by attaching the signature cards reflecting his status as a joint tenant with right of survivorship, which is the basis of his breach of contract claim; and (2) Plaintiff’s claims were sufficient to survive a motion to dismiss because, under Tennessee law, a contractual relationship arises between a bank and joint tenants upon the creation of joint tenancy bank accounts and no statute affords banks protection from liability for removing a joint tenant’s name from an account without the joint tenant’s consent. View "Estate of Ella Mae Haire v. Webster" on Justia Law

In this breach of contract case, the Supreme Court held that, in interpreting a fully integrated contract, extrinsic evidence may be used to put the written terms of the contract into context, but it may not be used to vary, contradict, or supplement the contractual terms in violation of the parol evidence rule.Plaintiff, an insurance agency, sold insurance policies for Defendant, BlueCross BlueShield of Tennessee, Inc. Defendant paid Plaintiff commissions on the sales, and the commission arrangement was governed by a general agency agreement. Plaintiff brought this lawsuit claiming that Defendant breached the agency agreement and owed Plaintiff substantial damages. The trial court awarded Plaintiff almost $2 million in damages for Defendant’s systemic commission underpayments. The court of appeals affirmed. At issue before the Supreme Court was the use of extrinsic evidence to interpret contracts. The Supreme Court reversed in part and remanded, holding (1) Defendant only breached the parties agreement by refusing to pay commissions to Plaintiff after their agreement was terminated; and (2) the alleged systemic commission underpayments were not inherently undiscoverable. View "Individual Healthcare Specialists, Inc. v. BlueCross BlueShield of Tennessee, Inc." on Justia Law

The Supreme Court reversed the judgment of the court of appeals and vacated the judgment of the trial court in this dispute over the enforceablility of exculpatory provisions of an agreement that released a medical transportation company from liability in transporting a patient to a doctor’s appointment, holding that the exculpatory language in the agreement did not, as a matter of law, bar the patient’s claim in this case.Before the patient was about to be transported, the medical transportation company’s driver required the patient to sign an agreement releasing the company from liability. After the appointment, the patient fell as he was getting into the company’s van. The patient sued the company, and the company filed a motion to dismiss based on the exculpatory provisions of the agreement. The lower courts held that the exculpatory provisions were enforceable and barred the patient’s claim. The Supreme Court reversed, holding (1) in determining the enforceability of an exculpatory agreement, a court should consider the totality of the circumstances and weigh three non-exclusive factors; (2) as a matter of law, the exculpatory provisions in the agreement at issue were unenforceable and did not bar the patient’s claim against the company. View "Copeland v. Healthsouth/Methodist Rehabilitation Hospital, LP" on Justia Law

The Tennessee Uniform Trust Code is intended to give trustees broad authority to fulfill their duties as trustee and gives trustees the power to enter into predispute arbitration agreements, so long as doing so is not prohibited under the operative trust instrument.At issue in this interlocutory appeal was whether the signature of the trustee of a trust on an investment/brokerage account agreement that included a provision requiring the arbitration of disputes bound the beneficiary of the trust to the predispute arbitration provision. The Supreme Court held (1) under both the Tennessee Uniform Trust Code and the operative trust instrument, the trustee had authority to enter into the arbitration agreement contained within the account agreement; and (2) applying the principle that a third party who seeks the benefit of a contract must also bear its burdens, the trust beneficiary in this case may be bound to arbitrate claims against the investment broker that sought to enforce the account agreement. The court vacated the trial court order compelling arbitration of all claims and remanded the case to the trial court for a determination as to which, if any, of the claims asserted by the trust beneficiary seek to enforce the account agreement. View "Harvey ex rel. Gladden v. Cumberland Trust & Investment Co." on Justia Law

Upon their divorce, Wife and Husband entered into a marital dissolution agreement (MDA) that contained a provision entitling the prevailing party to an award of appellate attorney’s fees in subsequent legal proceedings. The MDA was incorporated into the parties’ final divorce decree. Wife later filed a relocation motion seeking to modify the parties’ parenting plan. Wife then filed a motion for judgment against Husband for reimbursement of uncovered medical expenses. After a hearing, the trial court granted both motions filed by Wife and awarded Wife attorney’s fees based on the MDA. The court of appeals affirmed but declined Wife’s request for an award of fees and costs on appeal. Wife appealed, arguing that she was entitled to appellate attorney’s fees. The Supreme Court reversed, holding that Wife was entitled to an award of appellate attorney’s fees incurred before the court of appeals under the parties’ MDA. View "Eberbach v. Eberbach" on Justia Law

In 2007, Landlord entered into a written agreement for the lease of commercial real estate to Tenant. In 2009, Landlord filed a complaint against Tenant and Richard Johnson alleging that Tenant breached the lease and that Johnson breached the personal guaranty agreement in the lease. The trial court dismissed Landlord’s claims against Johnson, concluding that Johnson was not personally liable for the obligations in the lease because he did not sign the lease in his personal capacity. At issue on appeal was whether Johnson agreed to be personally liable for Tenant’s obligations when he signed the agreement a second time. The Court of Appeals affirmed. The Supreme Court reversed, holding that Johnson’s second signature, “which followed a paragraph clearly indicating that the parties agreed that [Johnson] would be personally responsible for [Tenant’s] obligations,” was effective to bind Johnson. Remanded. View "MLG Enters., LLC v. Johnson" on Justia Law

Plaintiff filed an action against Defendant within the extended statute of limitations set by a tolling agreement. Plaintiff voluntarily nonsuited the action and refiled it within one year but after the extended statute of limitations in the tolling agreement. The trial court granted summary judgment in favor of Defendant, determining that the case was not timely filed. The court of appeals affirmed, concluding that the tolling agreement precluded application of the savings statute and, therefore, Plaintiff’s claims were barred. The Supreme Court reversed, holding that, under the parties’ agreement, the savings statute applied to save the suit that Plaintiff refiled after the extended statute of limitations set in the tolling agreement but within the one-year period provided by the savings statute. Remanded. View "Circle C. Constr., LLC v. Nilsen" on Justia Law

Plaintiff, a bank, filed suit against multiple defendants for fraud, constructive fraud, civil conspiracy, negligent misrepresentation, unjust enrichment, and violation of the Tennessee Securities Act. Three non-resident defendants (the “Ratings Agencies”) moved to dismiss based on lack of personal jurisdiction and failure to state a claim. The trial court granted the motion and dismissed Plaintiff’s claims. The Supreme Court (1) affirmed the judgment of the trial court finding that Plaintiff failed to establish a prima facie case of personal jurisdiction under a theory of general jurisdiction or specific jurisdiction; but (2) vacated the dismissal of Plaintiff’s action against the Ratings Agencies on the theory of conspiracy jurisdiction, holding that although Plaintiff has failed to establish a prima facie case of conspiracy jurisdiction at this point, the case must be remanded for the trial court to determine if Plaintiff should be allowed to conduct jurisdictional discovery on the conspiracy theory of personal jurisdiction in a manner consistent with the guidelines set forth in this opinion. View "First Cmty. Bank, N.A. v. First Tennessee Bank, N.A." on Justia Law