Justia Contracts Opinion Summaries

Appellant's mother (Miller) opened a checking account with Bank. Appellant alleged that Miller added him as joint owner of the account with right of survivorship. After Miller died, Appellant withdrew all of the funds in the account. Miller's Estate brought an action against Appellant, alleging that the funds Appellant had withdrawn from the account belonged to the Estate. The probate court determined that Miller was the sole owner of the checking account and that the funds Appellant had withdrawn were the property of the Estate. The Supreme Court affirmed. Appellant later sued the Bank, seeking damages for breach of contract and negligence for failing to retain the records that would show his ownership of the account. Appellant also sought punitive damages. The superior court dismissed the action based on the doctrine of collateral estoppel, concluding that the precise issue of ownership was common to both proceedings. The Supreme Court (1) affirmed as to the breach of contract and punitive damages claims; but (2) vacated as to the negligence claim, holding that Appellant's negligence claim against the Bank was not barred by collateral estoppel, as the probate court did not adjudicate the factual issues related to this claim.

In the recent decision in Bates v. Cohn, the Court of Appeals reiterated that a borrower challenging a foreclosure action must ordinarily assert known and ripe defenses to the conduct of the foreclosure sale in advance of the sale. After the sale, the borrower is ordinarily limited to raising procedural irregulatories in the conduct of the sale, although the Court left open the possibility that a borrower could assert a post-sale exception that the deed of trust was itself the product of fraud. This case arose out of the foreclosure of a deed of trust for the residence of Darnella and Charles Thomas by Jeffrey Nadel and others. In apparent hope of fitting their post-sale exceptions within the question left open in Bates, the Thomases alleged certain defects in the chain of title of the note evidencing their debt and characterized them as a "fraud on the judicial system." The Court of Appeals affirmed, holding that the alleged defects did not establish that the Thomases' deed of trust was the product of fraud.

In this case, the Supreme Court was asked to decide whether the decedent Robert Daniel George, who was struck and killed by an uninsured motorist in 2006, qualified as an insured under an insurance policy provided by Harleysville Worcester Insurance Company, which policy was procured by The Cormack-Routhier Agency, Inc. Plaintiffs Pamela A. Riel and Glenn N. George, as co-administrators of the decedent’s estate, and Pamela A. Riel, on behalf of her and the decedent’s minor daughter, Kara George, brought a complaint against Defendants Harleysville and Cormack for declaratory and other relief, but a Superior Court justice granted summary judgment in favor of the defendants. Plaintiffs appealed, arguing that the trial justice erred in dismissing their claims against Harleysville because a genuine issue of material fact existed with respect to whether the decedent should be considered a named insured under the policy. Plaintiffs further asserted that the trial justice erred in dismissing their claims against Cormack because, even if they failed to establish that the decedent was a named insured, they still were entitled to pursue their claims against Cormack for failing to procure adequate coverage. After considering the parties' written and oral submissions and reviewing the record, the Court affirmed the judgment of the Superior Court.

These cases arose from a declaratory judgment action filed by a trustee seeking to determine the effect of an in terrorem clause in an express trust. At issue was whether appeals that involved the proper interpretation of a trust provision came within the court's general appellate jurisdiction over "equity cases," Ga. Const. of 1983, Art. VI, Sec. VI, Par. III(2), because the resolution of that legal issue would affect the administration of the trust. Consistent with the court's precedent on this question, the court concluded that such cases did not come within its equity jurisdiction.

Plaintiff, both individually and as the trustee of several trusts that she directed, asserted claims against defendants arising out of her decision to invest in Lord Baltimore. Defendants moved to dismiss all of the claims asserted against them. The court held that defendants' motion to dismiss was granted, except to plaintiff's claim that there was an implied covenant in the Shareholders' Agreement requiring that repurchase proposals be presented to and considered by the Board, which was not dismissed.

In this matter the Supreme Court considered whether a decedent's will that directed "all my just debts be paid as soon as conveniently possible after the date of my death" obligated the decedent's estate to pay the mortgage on two parcels of real property devised to Respondents. The circuit court determined that the "just debts" clause required the decedent's estate to pay the mortgage on the two properties and deliver an unencumbered interest in the two properties to Respondents. Petitioner, the executrix of the will, appealed. The Supreme Court affirmed, holding that the doctrine of exoneration was applicable to this case, and under the doctrine, Respondents were entitled to receive an unencumbered interest in the two devised properties.

Petitioner Edeltraud Elter-Nodvin appealed a superior court order that dismissed her claims against Respondents (her daughters) Leah and Madeline Nodvin. The claims sought to impose a constructive trust on insurance and retirement account proceeds that would otherwise pass to her daughters. Petitioner was married to Stephen Nodvin in 1986, and had Respondents. In 2009, Stephen filed for divorce, the couple separated, and Petitioner moved abroad. In October of that year, the family division issued an anti-hypothecation order instructing the parties to refrain from, among other things, disposing of marital property while proceedings were pending. Sometime thereafter, Stephen changed the beneficiaries of certain life insurance policies and retirement accounts from Petitioner to the couple’s daughters. After changing the beneficiaries, Stephen died. In 2011, Petitioner sued her daughters for the insurance and retirement account proceeds. She argued that the circumstances under which her husband changed his beneficiaries justified the imposition of a constructive trust. The daughters, one of whom was still a minor and represented by guardians, moved to dismiss the petition. They argued that Stephen’s change of beneficiaries did not violate the anti-hypothecation order, and, therefore, their status as the named beneficiaries entitled them to the proceeds of their father’s insurance policies and retirement accounts. Upon review, the Supreme Court concluded that Stephen's action did not violate the plain language of the anti-hypothecation order. Further, the Court held that the superior court properly dismissed Petitioner's breach of contract and constructive trust claim because she failed to allege facts to establish a contract or a confidential relationship at the time Stephen changed beneficiaries: "while the divorce action was pending, Petitioner could not rely upon Stephen to provide for her based on a spousal obligation. Rather, if she wished to remain beneficiary of the insurance policies, she should have asked the court to order Stephen not to alter them."

The Jared and Donna Murayama 1997 Trust sought damages arising from a settlement agreement between the Trust, its trustee Jared Murayama, and two of the defendants, NISC Holdings, LLC and Omen LLC, which transaction included NISC's repurchase of the Trust's voting stock in NISC (the "settlement agreement"). The Trust claimed it was damaged from selling the stock to NISC for substantially less than its fair market value as a result of the Trust's reliance on fraudulent omissions and misrepresentations of Defendants. The circuit court found that the Trust's allegations established that, as a matter of law, the Trust did not reasonably rely upon Defendants' alleged fraudulent omissions and misrepresentations regarding the value of the NISC stock at the time of the settlement. The Supreme Court affirmed the circuit court's judgment sustaining Defendants' demurrer, holding that the circuit court did not err in its judgment based upon both the language of the settlement agreement and the allegations regarding the adversarial relationship between Murayama and the defendants that precipitated the settlement.

Defendant-Appellee Barbara McDermott appealed a district court's grant of partial summary judgment in favor of Plaintiff-Appellee Kevin Pifer when the court concluded that Defendant's mother Dorothy Bevan, validly gifted Plaintiff an option to purchase land. In 2001, Ms. Bevan executed a durable power of attorney in favor of Plaintiff who was a distant relative. Thereafter, Plaintiff assisted Bevan with managing her farmland and performing miscellaneous other tasks. Ms. Bevan granted Plaintiff the option to purchase that land in 2004. Ms. Bevan died in 2010, and Plaintiff recorded a notice of his intent to exercise the option. Defendant rejected the attached cashier's check, questioning Ms. Bevan's capacity to execute the purchase option agreement. Plaintiff subsequently sued for specific performance of the purchase option. The district court granted Plaintiff partial summary judgment, concluding the purchase option agreement was valid and enforceable. In its judgment, the district court stated, "This Judgment shall be final for appeal purposes, and there is no just reason for delay." Upon review, the Supreme Court concluded the district court inappropriately certified the partial summary judgment under the North Dakota Rules of Civil Procedure, and the court abused its discretion in directing an entry of final judgment. Accordingly, the Court dismissed Defendant's appeal and directed the district court to vacate its portion of the partial summary judgment certifying the judgment as final.

This matter involved allegations of breach of duty made by a common stockholder of a Delaware statutory trust against the trustee of that trust, as well as claims by the stockholder against those entities she alleged aided and abetted the breach. Plaintiff failed to make a pre-suit demand against defendant trustees, who she conceded were independent and disinterested when they took the actions complained of. The court found that plaintiff's claims were derivative and not direct. To survive a motion to dismiss in these circumstances under Section 3816 of the Delaware Statutory Trust Act (DSTA), 12 Del. C. 3816, a plaintiff must plead particularized facts raising a reasonable doubt that the actions of the trustees were taken honestly and in good faith. Because a careful reading of the complaint disclosed that plaintiff failed to so plead, her complaint must be dismissed.