Justia Contracts Opinion Summaries

Todd Hill, Roy Hill, Brian Hill, and Debra Hill Stewart were the children of Leroy Hill, who died testate in 2009. Deborah D. Hill, Leroy’s second wife, offered Leroy's will for probate. The Hill children hired attorneys Vincent Kilborn III and David McDonald to bring a breach-of-contract action against the estate and Deborah, alleging breach of an agreement between Leroy and the Hills' mother at the time Leroy divorced the Hills' mother in 1984 to make a will leaving the Hills a coffee company and a family ranch. The Hills and the attorneys entered into a retainer agreement, which required the Hills to pay the attorneys "40% of any recovery, in the event there is a recovery, with or without suit." According to the agreement, "recovery" included cash, real or personal property, stock in the Leroy Hill Coffee Company, and all or part ownership in the family ranch. After a trial, a judgment was entered for the Hills ordering specific performance of the contract, which required the conveyance of the coffee company and the ranch to the Hills. The Alabama Supreme Court affirmed the trial court's judgment, without an opinion. At issue before the Supreme Court involved the attorney fee. The Supreme Court found that the circuit court exceeded the scope of its discretion when it failed to order the payment of the attorney fee in accordance with the retainer agreement. The Hills petitioned for a writ of mandamus to direct the circuit court to vacate two order for lack of subject-matter jurisdiction. Specifically, they argued that the circuit court did not have jurisdiction to determine the 40% contingency fee owed the attorneys was an administrative expense of the estate and, consequently, that the circuit court did not have subject-matter jurisdiction when any subsequent order at issue in this case. The Supreme Court concluded the circuit court had jurisdiction over the administration of the estate, so the petition for a writ of mandamus (case no. 1150162) was denied; the orders pertaining to payment of the retainer were reversed (case no. 1150148) and the matter remanded for further proceedings. View "Hill v. Kruse" on Justia Law

This case concerns a lease and a purported joint venture agreement entered into between defendant and his now-deceased father, the former president and majority shareholder of a real estate development corporation. The lease granted defendant control over a multi-million-dollar property for a period of 20 years in exchange for a payment of $20. AHC sought damages for defendant's use and occupancy of the property and a judgment declaring the lease and joint venture agreement void. Defendant counterclaimed. The district court granted AHC’s motion for partial summary judgment on its declaratory judgment claims and denied defendant's requests for additional discovery. The court concluded that the district court did not abuse its discretion in denying defendant's FRCP 56(d) motion seeking more discovery materials where none of the items defendant specifically requested is germane to the issues before the court; the court applied Pennsylvania law to its analysis of the joint‐venture dispute and New York law to the lease dispute; and the district court correctly concluded that the business judgment rule should not apply to the lease and thus the lease was void as a gift or act of corporate waste. As to the joint venture agreement, the court declined to certify the issue of parol evidence to the state court. The court concluded that the parol evidence rule applies in this case and that the integration clause in the lease retains its preclusive effect. Accordingly, the court affirmed the judgment. View "Alphonse Hotel Corp. v. Tran" on Justia Law

In 2003, Dumville met with attorney Thorsen to prepare her will. Thorsen understood that Dumville wanted a will that would, upon her death, convey all of her property to her mother if her mother survived her, and, if her mother predeceased her, to the Richmond Society for the Prevention of Cruelty to Animals (RSPCA). Dumville was 43 and lived with three cats, which she desired to go to the RSPCA upon her death. Thorsen prepared, and Dumville executed, the will. She died in 2008, her mother having predeceased her. Thorsen, as co-executor of the estate, notified the RSPCA that it was the sole beneficiary of Dumville’s estate. Thorsen was informed that, in the opinion of the title insurance company, the will left only the tangible estate, not real estate, to the RSPCA. Thorsen brought suit in a collateral proceeding to correct this “scrivener’s error” based on Dumville’s clear original intent. The court found the language unambiguously limited the RSPCA bequest to tangible personal property, while the intangible estate passed intestate to Dumville’s heirs at law. The RSPCA received $72,015.60, but the bequest, less expenses, would have totaled $675,425.50 absent the error. RSPCA sued Thorsen for negligence, as a third-party beneficiary of his contract with Dumville. The court found for the RSPCA. The Supreme Court of Virginia affirmed: RSPCA was a clearly and definitely identified third-party beneficiary. View "Thorsen v. Richmond Soc'y for Prevention of Cruelty to Animals" on Justia Law

The issue this case presented for the Colorado Supreme Court's review centered on whether dissatisfied beneficiaries of a testator’s estate have standing to bring legal malpractice or claims against the attorney who drafted the testator’s estate planning documents. Specifically, petitioners Merridy Kay Baker and Sue Carol Kunda sought to sue respondents Wood, Ris & Hames, Professional Corporation, Donald L. Cook, and Barbara Brundin (collectively, the Attorneys), who were the attorneys retained by their father, Floyd Baker, to prepare his estate plan. Petitioners asked the Supreme Court to abandon what was known as the "strict privity rule," which precluded attorney liability to non-clients absent fraud, malicious conduct or negligent misrepresentation. The advocated instead for a "California Test" and for an extension of the third-party beneficiary theory of contract liability (also known as the Florida-Iowa Rule), both of which petitioners asserted would allow them as the alleged beneficiaries of the estate, to sue the Attorneys for legal malpractice and breach of contract. After review of this case, the Supreme Court declined to abandon the strict privity rule, and rejected petitioners' contention that the court of appeals erred in affirming dismissal of their purported fraudulent concealment claims. View "Baker v. Wood, Ris & Hames" on Justia Law

Decedent entered into a contract for the sale of a parcel of real property to Buyer. Before entering into the contract, Decedent specifically devised the property to Plaintiff, a church, in his will. After Decedent died, a botanical garden and museum claimed entitlement to the proceeds from the sale of the property by the by the coexecutors of Decedent’s estate, due to a charitable pledge made by Decedent prior to his death. The trial court concluded that title to the property passed to Buyer at the signing of the contract under the doctrine of equitable conversion. The appellate court reversed, concluding that equitable conversion did not apply because Decedent died prior to the fulfillment or expiration of a mortgage contingency clause in the contract. The Supreme Court reversed in part, holding that the mortgage contingency clause did not preclude the application of equitable conversion, and equitable title passed to Buyer at the execution of the contract. View "Southport Congregational Church-United Church of Christ v. Hadley" on Justia Law

In IRB-Brasil Resseguros, S.A. v. Inepar Invs., S.A., the Court of Appeals held that, where parties include a New York choice-of-law clause in a contract, such a provision demonstrates the parties’ intent that courts not conduct a conflict-of-laws analysis. In the instant case, Plaintiff was a New York not-for-profit corporation that administered a retirement plan and a death benefit plan. Decedent was enrolled in both plans. Decedent named Appellants as beneficiaries. Both plans stated that they shall be governed by and construed in accordance with New York law. After Decedent died, a Colorado court admitted his will to probate. Plaintiff was unsure to whom the plan benefits should be paid after Decedent’s death and commenced a federal interpleader action against Decedent’s Estate, the personal representative (PR) of the Estate, and Appellants. A federal district court directed Plaintiff to pay the disputed funds to the PR, concluding that Colorado’s revocation law terminated any claims to the plans by Appellants. On appeal, the Second Circuit Court of Appeals certified questions to the Court of Appeals. The Court of Appeals answered by extending the holding in IRB to contracts that do not fall under Gen. Oblig. Law 5-1401 and clarifying that this rule obviates the application and both common-law and conflict-of-laws principles and statutory choice-of-law directives, unless the parties expressly indicate otherwise. View "Ministers & Missionaries Benefit Bd. v. Snow" on Justia Law

In 2011, 74-year-old Garnell Wilcoxon lived alone. He suffered a stroke, awoke on the floor of his bedroom covered in sweat, feeling sore and with no memory of how he got there. Wilcoxon was admitted to the Troy Regional Medical Center for analysis and treatment for approximately one year before he died. Following Wilcoxon's death, Brenda McFarland, one of Wilcoxon's daughters, filed a complaint as the personal representative for Wilcoxon's estate, asserting claims for : (1) medical malpractice; (2) negligence; (3) breach of contract; (4) negligent hiring, training, supervision, and retention; and (5) loss of consortium. In its answer, Troy Health asserted, in part, that McFarland's claims were barred from being litigated in a court of law "by virtue of an arbitration agreement entered into between plaintiff and defendant." Troy Health then moved to compel arbitration, asserting that forms signed by one of Wilcoxon's other daughters, acting as his attorney-in-fact, contained a valid and enforceable arbitration clause. McFarland argued that "Wilcoxon did not have the mental capacity to enter into the contract with [Troy Health,] and he did not have the mental capacity to give legal authority to enter into contracts on his behalf with" relatives who initially helped admit him to Troy Health facilities when he first fell ill. According to McFarland, "[t]he medical records document that Wilcoxon was habitually and/or permanently incompetent." Therefore, McFarland argued, both a 2011 arbitration agreement and a 2012 arbitration agreement were invalid. The circuit court denied Troy Health's motion to compel arbitration. The Supreme Court reversed, finding that McFarland failed to prove that Wilcoxon was mentally incompetent when he executed a 2012 durable power of attorney naming his other daughter as his attorney-in-fact, and also failed to demonstrate that Wilcoxon was "permanently incompetent" before that date, and because there was no other issue concerning the validity of the 2012 arbitration agreement. View "Troy Health and Rehabilitation Center v. McFarland" on Justia Law

Before he died, John Markey entered into a contract with his second wife, Frances, to make and not revoke a mutual will providing that, upon the death of whomever died later, the couple’s estate would be divided equally between John’s son, David, and Frances’s granddaughter. After John died, Frances breached the contract, instead leaving everything to her own children. Approximately nine months after Frances’s death, David filed suit to enforce the contract. The trial court granted summary judgment in favor of Defendants, concluding that a breach of contract regarding mutual wills is neither a “claim” in probate nor a will contest and is therefore subject to the three-month statute of limitations for suits challenging the distribution pursuant to a probated will. The Supreme Court reversed, holding that the plain language of the statutory definition of “claim” under the Probate Code includes an action for breach of a contract to make and not revoke a will. Remanded to consider the timeliness of David’s claim, considered under the Probate Code. View "Markey v. Estate of Markey" on Justia Law

Plaintiffs and their older brother, Kenneth Stuart, Jr. (Kenneth) were the children of Kenneth Stuart, Sr. (Stuart). When Stuart died, Plaintiffs filed a complaint alleging that Kenneth, who became an estate fiduciary, unduly influenced Stuart and breached numerous fiduciary duties owed to them as estate beneficiaries. Throughout much of Plaintiffs’ litigation against Kenneth, Kenneth engaged Defendant as a certified public accountant. Ultimately, the trial judge ruled against Kenneth and awarded monetary damages to Stuart’s estate. Plaintiffs then commenced the present action against Defendant alleging that Defendant prepared inaccurate and misleading financial statements that facilitated the misappropriation of estate funds by Kenneth. The trial court granted summary judgment in favor of Defendant. The Appellate Division reversed in part and remanded. The Supreme Court reversed, holding that Plaintiffs, in objecting to summary judgment, did not present sufficient counterevidence of their reliance on Defendant’s financial statements or a casual connection between his financial statements and their alleged injuries, as was necessary to demonstrate that a genuine issue of material fact existed on the counts of fraud, negligent misrepresentation, and accounting malpractice. View "Stuart v. Freiberg" on Justia Law

At issue in this case was the Redland family’s dispute over ranch property that some Redland children (“Children”) claimed that their father (“Father”) agreed to place in a family trust. In the first appeal, the Supreme Court concluded that the district court erred in entering summary judgment, as questions of fact existed on the issues of whether Children’s claims against Father were barred by the statute of frauds and the statute of limitations. On remand, the district court determined that Children’s claims were not barred and ordered that the disputed property, with the exception of property on which Father resided (“residential property”), be immediately transferred to the family trust. With regard to the residential property, the court ordered that the property be transferred to the trust upon Father’s death. The Supreme Court affirmed as modified, holding that the district court (1) did not err in holding that an enforceable agreement existed that required placing the disputed property in the trust; (2) did not err in determining that the statute of limitations did not bar Children’s claims; and (3) erred in its disposition of the residential property. Remanded with directions that the residential property be immediately transferred to the family trust subject to Father’s life estate in the property. View "Redland v. Redland" on Justia Law