Justia Contracts Opinion Summaries

Occidental Petroleum Corporation acquired Anadarko Petroleum Corporation in 2019, resulting in a trust holding a significant amount of Occidental stock. Wells Fargo, acting as trustee, agreed via email to sell the stock between January 6 and January 10, 2020. However, Wells Fargo failed to execute the sale until March 2020, by which time the stock's value had significantly decreased, causing a loss of over $30 million. Occidental sued Wells Fargo for breach of contract based on the email chain and the Trust Agreement.The United States District Court for the Southern District of Texas granted summary judgment in favor of Occidental, finding that Wells Fargo breached the Trust Agreement by failing to sell the stock as planned. The court also dismissed Wells Fargo’s counterclaim and affirmative defenses and awarded damages and attorney’s fees to Occidental.The United States Court of Appeals for the Fifth Circuit reviewed the case and held that the 2019 email chain did not constitute a contract due to lack of consideration. However, Wells Fargo was judicially estopped from arguing that the Trust Agreement was not a contract, as it had previously asserted that the relationship was contractual to dismiss Occidental’s fiduciary-duty claim. The court affirmed that Wells Fargo breached the Trust Agreement by failing to prudently manage the Trust’s assets.The Fifth Circuit also upheld the district court’s calculation of damages, rejecting Wells Fargo’s argument that reinvestment should have been considered. The court found that reinvestment was speculative and unsupported by the record. Additionally, the court affirmed the dismissal of Wells Fargo’s counterclaim and affirmative defenses, as Wells Fargo failed to show a genuine dispute of material fact. Finally, the court upheld the award of attorney’s fees, finding no basis for segregating fees based on Wells Fargo’s different capacities. The district court’s judgment was affirmed. View "Occidental Petroleum v. Wells Fargo" on Justia Law

The case involves a dispute over the sale of real property owned by the estate of Mark Engelhardt. Yvonne Engelhart, the personal representative of the estate, sent a notice letter to interested parties, including the Ebels and Tom Gross, outlining the bidding process for the property. The Ebels submitted bids that complied with the notice letter's requirements, while Gross submitted bids that did not meet the specified conditions. Despite this, the estate's attorney initially declared the Ebels the winning bidders but later accepted Gross's bids after he questioned the process.The District Court of McIntosh County initially dismissed the Ebels' claims, concluding the contracts were invalid due to the statute of frauds. The North Dakota Supreme Court reversed this decision, stating the statute of frauds was not properly raised. On remand, the district court declared the contracts between the Ebels and the estate valid and ordered specific performance. The court dismissed the Ebels' tortious interference claims against Gross, finding his actions justified.The North Dakota Supreme Court reviewed the case and affirmed the district court's decision. The court held that valid contracts were formed between the Ebels and the estate when the estate's attorney declared them the winning bidders. The court found that Gross's bids did not comply with the notice letter's requirements and that he had actual notice of the Ebels' winning bids, disqualifying him as a good-faith purchaser. The court also upheld the dismissal of the Ebels' tortious interference claims, concluding Gross's actions were reasonable and justified under the circumstances. View "Ebel v. Engelhart" on Justia Law

This case involves a dispute over the will of the late Donelson C. Glassie. The plaintiff, Marcia Sallum Glassie, is the testator’s former wife. She appealed from a Superior Court judgment in favor of the defendant, Paul Doucette, in his capacity as Executor of the Estate of Donelson C. Glassie. The Superior Court affirmed an order of the Newport Probate Court denying the plaintiff’s petition for leave to file a claim out of time against the estate. The denied claim would have alleged a breach of contract, based on the plaintiff’s contention that a key provision of the testator’s will violated the terms of the couple’s property-settlement agreement.The plaintiff and the testator were married in 1986, had three children, and were divorced in 1993. According to their property-settlement agreement (PSA), the testator was to execute a will that would not only treat his obligations under the PSA as “a claim against any assets in [his] [e]state” but also “specifically bequest to [plaintiff] an amount equal to said obligations.” A dispute soon unfolded over what the PSA required of the testator’s will.In 2017, the Supreme Court of Rhode Island vacated the Superior Court judgment on multiple grounds. Relevant to the present appeal, the court determined “that the disputed provision in the will is ambiguous” because it “does not clearly specify under what circumstances plaintiff is to receive the sum of $2,000,000 or the circumstances under which she is to receive such other amount necessary to satisfy all of [the testator’s] remaining obligations.” Because “a proper resolution of this matter require[d] factfinding and conclusions of law with respect to [the] testator’s intent,” the court remanded the case to the Superior Court.Back in Superior Court, the plaintiff sought to amend her complaint with a claim for breach of contract. The Superior Court denied plaintiff’s motion to amend her complaint, in part because she did not first submit the claim to the probate court, and also because the applicable statute of limitations had expired. The plaintiff thereafter filed a petition in the Newport Probate Court for leave to file a claim out of time and, after the court denied her petition, she appealed that denial to the Superior Court.The Supreme Court of Rhode Island affirmed the judgment of the Superior Court, concluding that the plaintiff’s failure to timely present her claim for breach of contract was not due to excusable neglect and, therefore, her claim must be denied. View "Glassie v. Doucette" on Justia Law

The case revolves around a dispute over a family farm in Minnesota. Richard and Paulette Dunn entered into a contract for deed with their son, Rory, for the sale of their family farm. The contract stipulated that Rory could not sell, assign, or otherwise transfer his interest in the farm without the Dunns' written consent. However, Rory died two years later without a will, and his interest in the farm was transferred to his young son by intestate succession. Jeffrey Kuhn, the personal representative of Rory’s estate, intended to divide the property and sell a portion of the farm on the open market. The Dunns responded by cancelling the contract for deed, arguing that the intestate transfer of Rory’s interest to his son without their consent was a breach of the contract.The district court ruled in favor of the Dunns, stating that the intestate transfer of Rory’s interest in the farm violated the consent-to-transfer provision and materially breached the contract for deed. However, the court of appeals reversed this decision, concluding that the intestate transfer of Rory’s estate as a result of Rory’s inaction did not violate the consent-to-transfer provision.The Minnesota Supreme Court was asked to decide whether an intestate transfer of an interest in a family farm breaches a consent-to-transfer provision in a contract for deed. The court held that the intestate transfer of Rory’s interest in the farm violated the consent-to-transfer provision and that this violation was a material breach of the contract for deed. Therefore, the court reversed the decision of the court of appeals. View "Kuhn vs. Dunn" on Justia Law

The case revolves around a dispute over the estate of Neil Smeenk. Denise Schipke-Smeenk, Neil's wife, and Ryan Smeenk, Neil's son, are the parties involved. Denise and Neil had executed mutual and reciprocal wills in 2017, along with an agreement that neither would revoke or amend their wills without the other's written consent. However, after their relationship deteriorated, Neil executed a new will without Denise's consent, disinheriting her to the extent allowed under South Dakota law and naming his children as the primary beneficiaries. Neil passed away shortly after. Denise filed a petition for formal, unsupervised probate concerning the 2017 will, and Ryan filed a competing petition to probate the 2019 will.The circuit court determined that Neil's 2019 will was valid and should be admitted into probate. The court concluded that the couple's agreement did not render Neil's 2017 will irrevocable, though it may subject his estate to liability. Denise later filed a motion for approval of a creditor claim in which she proposed to distribute Neil's estate according to the terms of his 2017 will. The circuit court conducted a court trial regarding Denise’s claim, but ultimately denied Denise’s claim, stating that Denise did not demonstrate that the circumstances supported the equitable remedy of specific performance.In the Supreme Court of the State of South Dakota, Denise appealed the circuit court's decision. The Supreme Court affirmed the circuit court’s decision to deny Denise’s claim after a court trial. Denise then filed a motion for partial summary judgment relating to her breach of contract claim against the estate of her deceased husband, Neil Smeenk. She changed the type of relief she was requesting; she was now seeking money damages for the breach instead of the specific performance remedy she had pursued unsuccessfully in the previous case. However, the circuit court concluded that Denise was barred from litigating her breach of contract claim against Neil’s estate. Denise appealed this decision, but the Supreme Court affirmed the circuit court's decision, stating that Denise had a complete and fair opportunity to litigate her breach of contract claim in the prior proceeding. View "Estate Of Smeenk" on Justia Law

In the Supreme Court of New Hampshire, the case involved Gail C. Tremblay, the plaintiff, and the Estate of Donald D. Bald, the decedent, and Allan Bald, the defendants. Tremblay and Donald Bald were engaged and lived together for over ten years but never married. During their relationship, they executed several agreements stating that if they were living together at the time of Bald's death, Tremblay would receive certain properties. Upon Bald's death, Tremblay initiated legal action, arguing that the agreements were enforceable contracts. The defendants disagreed, asserting that the agreements lacked consideration, and the Superior Court sided with the defendants.Upon review, the Supreme Court of New Hampshire reversed the lower court's decision, concluding that the agreements are enforceable. The court stated that a valid enforceable contract requires an offer, acceptance, consideration, and a meeting of the minds. While the defendants argued that the agreements lacked consideration because the couple was already living together when the agreements were executed, the court disagreed. The court held that the plaintiff's continued cohabitation constituted a benefit to the decedent, thereby satisfying the requirement for consideration. Furthermore, the court stated that either party's ability to end the relationship prior to the decedent's death did not affect the enforceability of the agreements. As a result, the court reversed the lower court's ruling and remanded for further proceedings. View "Tremblay v. Bald" on Justia Law

The Supreme Court reversed the decision of the circuit court granting summary judgment in favor of The Genevieve J. Parmely Revocable Trust asking the court to determine that an option agreement made with Brad Magness was invalid because of the absence of consideration, holding that the circuit court erred.In denying summary judgment for Magness and in granting the Trust's second motion for summary judgment the circuit court determined that the written option agreements at issue were not supported by independent consideration and were null and void. The Supreme Court reversed, holding that the Trust failed to rebut the presumption of consideration established by S.D. Codified Laws 53-6-3. View "Genevieve J. Parmely Revocable Trust v. Magness" on Justia Law

Husband Steven McAnulty was married twice: once to Plaintiff Elizabeth McAnulty, and once to Defendant Melanie McAnulty. Husband's first marriage ended in divorce; the second ended with his death. Husband’s only life-insurance policy (the Policy) named Defendant as the beneficiary. But the Missouri divorce decree between Plaintiff and Husband required Husband to procure and maintain a $100,000 life-insurance policy with Plaintiff listed as sole beneficiary until his maintenance obligation to her was lawfully terminated (which never happened). Plaintiff sued Defendant and the issuer of the Policy, Standard Insurance Company (Standard), claiming unjust enrichment and seeking the imposition on her behalf of a constructive trust on $100,000 of the insurance proceeds. The district court dismissed the complaint for failure to state a claim. Plaintiff appealed. By stipulation of the parties, Standard was dismissed with respect to this appeal. The only question to be resolved was whether Plaintiff stated a claim. Resolving that issue required the Tenth Circuit Court of Appeals to predict whether the Colorado Supreme Court would endorse Illustration 26 in Comment g to § 48 of the Restatement (Third) of Restitution and Unjust Enrichment (Am. L. Inst. 2011) (the Restatement (Third)), which would recognize a cause of action in essentially the same circumstances. Because the Tenth Circuit predicted the Colorado Supreme Court would endorse Illustration 26, the Court held Plaintiff has stated a claim of unjust enrichment, and accordingly reversed the previous dismissal of her case. View "McAnulty v. McAnulty, et al." on Justia Law

Defendant owned real property located at 3546 Multiview Drive in Los Angeles, California (the property). That year, he executed two deeds of trust against the property. Defendant obtained a HELOC from National City Bank, memorialized in an Equity Reserve Agreement and secured by a deed of trust against the property (collectively, the HELOC agreement). Piedmont Capital, L.L.C. (Piedmont)—a debt buyer—purchased the HELOC debt. Piedmont sued Defendant. Following a demurrer to the original complaint sustained with leave to amend, Piedmont filed the operative first amended complaint for (1) breach of contract, (2) money lent, (3) money had and received, and (4) declaratory relief. Although Piedmont alleged that the full amount of the HELOC debt Defendant owed totaled $186,587.26, Piedmont conceded that it was “not seeking to collect on any [amounts] that were already barred by the applicable statute of limitations at the time [the] action was filed.”   The Second Appellate District reversed. At issue is whether the borrower’s duty to make a monthly payment under such a HELOC agreement indivisible from the borrower’s duty to pay the full amount such that the statute of limitations to recover the full amount begins to run upon the first missed monthly payment. The court held that the duties are divisible. The court explained that the HELOC agreement in this case—by setting a fixed maturity date for the full amount and leaving it to the discretion of the lender whether to accelerate that date—necessarily contemplates that a breach as to a monthly payment does not constitute a breach as to the full amount. View "Piedmont Capital Management, L.L.C. v. McElfish" on Justia Law

Alabama Somerby, LLC, d/b/a Brookdale University Park IL/AL/MC; Brookdale Senior Living, Inc.; and Undrea Wright (collectively, Brookdale) appealed a circuit court's order denying their motion to compel arbitration of the claims asserted against them by plaintiff, L.D., as the next friend of her mother, E.D. Brookdale operated an assisted-living facility for seniors ("the nursing home") in Jefferson County, Alabama; Wright was the administrator of the nursing home. In March 2022, L.D. filed on E.D.'s behalf, a complaint against Brookdale and Wright and others, asserting various tort claims and seeking related damages premised on allegations that, following her admission to the nursing home, E.D. had been subjected to multiple sexual assaults both by other residents and by an employee of Brookdale. The Brookdale defendants jointly moved to compel arbitration of L.D.'s claims against them or, alternatively, to dismiss the action without prejudice to allow those claims to proceed via arbitration. Following a hearing, the trial court, denied the motion seeking to dismiss the action or to compel arbitration. The Brookdale defendants timely appealed, asserting that the trial court had erred by failing to order arbitration. The Alabama Supreme Court concluded the Brookdale defendants established that an agreement providing for arbitration existed and that the agreement affected interstate commerce. The trial court erred in denying the Brookdale defendants' request to compel arbitration. The Supreme Court reversed the trial court's order and remanded the case for further proceedings. View "Alabama Somerby, LLC, et al. v. L.D." on Justia Law