Justia Contracts Opinion Summaries

Plaintiffs filed a class action suit alleging that CUT violated the Missouri Uniform Code (Mo UCC) and Missouri Merchandising Practices Act (MMPA) by participating in a subprime motor vehicle lending program administered by now-bankrupt Centrix. The court concluded that plaintiffs' MO UCC claims were time-barred whether they were subject to the five-year statute of limitations in section 516.120(2) or the three-year statute of limitations in section 516.130(2); the court denied plaintiffs' motion to supplement the record and to take judicial notice of various Missouri legislative materials related to Mo. Rev. Stat. 516.420; the five year statute of limitations in section 516.120(2) applies in this case because plaintiffs' MMPA claims are actions based upon a liability created by a statute other than a penalty; even if section 516.120(5) applied to plaintiffs' MMPA claims, they are still time-barred because the causes of action accrued no later than March 2005 under either section 516.120(2) or 516.120(5). Accordingly, the court affirmed the district court's judgment that the claims were time-barred. View "Huffman, et al. v. Credit Union of Texas" on Justia Law

After enXco did not obtain a permit by a date certain, thus failing to satisfy a condition precedent to a contract concerning the construction of a wind-energy project, NSP terminated the contract. enXco filed suit against NSP for breach of contract. On appeal, enXco challenged the district court's grant of summary judgment for NSP. Assuming, without deciding, that Minnesota courts would apply the doctrine of temporary impracticability to conditions precedent for use as a sword, the court concluded that the doctrine has no application on these facts. Therefore, the district court correctly declined to apply the doctrine of temporary impracticability. The court declined to apply the doctrine of disproportionate forfeiture and left the parties to their bargain. Accordingly, the court affirmed the judgment of the district court. View "enXco Dev. Corp. v. Northern States Power Co." on Justia Law

FFCC filed suit against Lonza, alleging breach of contract and promissory estoppel claims. The court concluded that the district court properly granted summary judgment to Lonza on the contract claim because the parties did not reach a meeting of the minds as to all terms and, therefore, there was no contract formed; the district court properly granted summary judgment on the promissory estoppel claim where nothing in the Letter of Intent or in the parties' conduct suggested that Lonza made a firm promise to purchase 1000 metric tons of Diethoxymethane in 2009; the court dismissed as moot FFCC's claim that the district court abused its discretion in denying FFCC's motion for a jury trial; dismissed FFCC's appeal as it pertains to the unsealing of the record for lack of appellate jurisdiction; and affirmed the district court's grant of attorney's fees. View "FutureFuel Chemical Co. v. Lonza" on Justia Law

This dispute arose between H&S, the lessor of drilling equipment, and Graham, the lessee, over the lease of drilling equipment for the construction of an underground water shaft. The court reversed the jury's verdict and judgment in favor of Graham and entered judgment in favor of H&S on Graham's claim for negligent misrepresentation as the claim was barred by the economic loss doctrine; the court had no basis to conclude that the doctrine of equitable estoppel barred H&S's breach of contract claim as a matter of law; because the district court refused to submit an estoppel instruction based exclusively on failure to disclose, any error in refusing the instruction could not be predicated on evidence of affirmative representations made by H&S; the district court did not err in failing to instruct the jury on Graham's proposed mitigation instruction; therefore, the court vacated the jury award in favor of H&S on its breach of contract claim; the court concluded that the doctrine of unclean hands does not bar H&S's recovery of the value of the auger; therefore, the court vacated the district court's award in favor of H&S for loss of the auger and remanded for a new trial on damages as to those claims; and the court noted that on remand, Graham's mitigation defense may reduce all, some, or none of H&S's damages. View "Graham Construction Services v. Hammer & Steel Inc." on Justia Law

Choice filed suit against BancorpSouth for lost funds and BancorpSouth counterclaimed for attorney's fees. The court concluded that the loss of funds from Choice's account falls on Choice because there was no genuine dispute of fact as to whether BanCorpSouth's security procedures - which included password protection, daily transfer limits, device authentication, and dual control - were commercially reasonable; BancorpSouth met its burden of establishing that it accepted the payment order at issue in good faith; and BanCorpSouth complied with procedures or Choice's instructions. The court also concluded that the portion of the indemnification provision relating to attorney's fees was not inconsistent with Article 4A of the UCC and that BancorpSouth may seek attorney's fees from Choice under this provision. Accordingly, the court affirmed the district court's grant of summary judgment to BancorpSouth, reversed the district court's dismissal of BancorpSouth's counterclaim on the pleadings, and remanded for further proceedings. View "Choice Escrow and Land Title v. BancorpSouth Bank" on Justia Law

This dispute arose from the lease of a commercial building from CRG to Smucker. The lease provided that, after its initial term, it would automatically renew unless Smucker provided written notice of its intent to terminate the lease 180 days prior to the end of the current term. When the termination notice to CRG arrive after the deadline, CRG refused to accept the notice and filed suit against Smucker. The court concluded that it would be unconscionable to hold Smucker to the renewal because Smucker had substantially performed its lease obligations. The court concluded that the district court erred in failing to treat the cancellation provision in this case as an option to terminate. The court also concluded that there was insufficient evidence to conclude as a matter of law that enforcing the terms of the lease against Smucker would cause Smucker such hardship as to make literal enforcement of the option unconscionable. Accordingly, the court reversed and remanded for further proceedings. View "Commercial Resource Group, LLC v. The J.M. Smucker Co." on Justia Law

Plaintiffs filed suit seeking a declaratory judgment quieting title to an interest in the Bakken formation that Phillip Armstrong purchased from Berco. Armstrong also filed suit against Encore for breaching a Letter Offer and for trespassing on, and converting the oil and gas attributable to, Armstrong's interest. Berco counterclaimed. The court affirmed the dismissal of Armstrong's quiet-title claim, based on the district court's conclusion that the Purchase Agreement and Assignment, taken together, conveyed to Armstrong a wellbore-only assignment; Armstrong's trespass claim was properly dismissed because Armstrong did not assert that Encore interfered with his use of the two wellbores; Armstrong's conversion claim was properly dismissed because Armstrong has an interest in only the Thompson and Yttredahl wellbores, the equipment associated with those wellbores, and the production through those two wellbores; the breach of contract claim was properly dismissed because Armstrong had no leasehold interest to transfer and thus could not comply with the Letter Offer; and the district court correctly ruled that Armstrong's unilateral alteration of Exhibit A before recording it rendered the recorded Assignment null and void. Accordingly, the court affirmed the judgment of the district court. View "Armstrong, et al. v. Berco Resources, LLC, et al." on Justia Law

BLB, an aviation company, brought contract claims against Jet Linx and others, and Jet Linx counterclaimed. The court concluded that Jet Linx's tender of a check and BLB's act of depositing the check did not amount to an accord and satisfaction; the district court did not clearly err by finding that BLB did not agree to the terms of the August 2008 letter at issue and, as a result, the district court did not err by rejecting Jet Linx's defense of accord and satisfaction; the court affirmed the district court's judgment for BLB with respect to its claim for unpaid lease payments under the dry lease agreement (DLA) and the award of $141,400 to BLB; the court affirmed the district court's judgment for BLB on its claim that Jet Linx breached the management services agreement (MSA) by "marking up" the cost of maintenance; the court reversed and remanded the district court's judgment with regard to Jet Linx's failure to maintain the maintenance records and part tags where it was error to choose diminution in values as the appropriate measure of BLB's damages; and the court affirmed the district court's judgment in favor of Jet Linx on its counterclaim for breach of the MSA and the award of damages to Jet Linx. View "BLB Aviation South Carolina v. Jet Linx Aviation, LLC, et al." on Justia Law

Farm Credit had a security interest in corn delivered to Cargill and filed suit against Cargill in replevin for the corn. The district court concluded that Farm Credit's security interest under the Food Security Act (FSA) of 1985, 7 U.S.C. 1631(e), entitled it to proceeds from the corn delivered to Cargill. The court concluded that Cargill did not dispute that Farm Credit complied with the FSA. To the extent that the U.C.C. governs priority disputes as a foundation for the FSA, Cargill's argument failed because U.C.C. 9-404 does not apply in this case. Accordingly, the court affirmed the district court's grant of summary judgment in favor of Farm Credit. View "Farm Credit Serv. v. Cargill, Inc." on Justia Law

In 2011, plaintiffs filed suit against the Bank for breach of contract, negligence, and conversion after plaintiffs gave physical possession of gold coins and proof sets to a predecessor of the Bank, as collateral to secure a line of credit in the 1980's, and the Bank stated conclusively in 2009 that it no longer possessed the coins. The court affirmed the district court's grant of summary judgment to the Bank, holding that the suit was time-barred by Missouri's ten-year statute of limitations. Whether plaintiffs could or could not have continued to borrow on the allegedly ongoing line of credit did not change the fact that reasonable persons had to have known, prior to January 2001, that their creditor's non-responsiveness and inability to locate the collateral suggested that an injury and substantial damages may have occurred. View "Mahanna, et al. v. U.S. Bank Nat'l Assoc." on Justia Law