Justia Contracts Opinion Summaries

Articles Posted in Utah Supreme Court
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The Supreme Court affirmed the judgment of the court of appeals affirming the judgment of the district court dismissing Plaintiffs' claims against Intermountain GeoEnvironmental Services, Inc. (IGES), holding that the court of appeals correctly construed the Economic Loss Statute, Utah Code 78B-4-513(1) to (2), to reach Plaintiffs' negligence claims.After moving into their home, Plaintiffs discovered that the walls and foundation were cracking due to "failure surfaces" in the soil approximately sixty-five feet beneath their home. Plaintiffs brought suit against IGES, a geotechnical engineering firm that provided a geotechnical report stating that the site was safe for residential construction, asserting a variety of tort and contract claims. The district court dismissed the claims. The court of appeals affirmed. The Supreme Court affirmed, holding (1) Plaintiffs brought an action for defective design, and therefore, the Economic Loss Statute applied and barred Plaintiffs' negligence claims; and (2) the court of appeals did not err in failing to analyze whether a common law independent duty exception applied to their claims because no common law exception was available. View "Hayes v. Intermountain GeoEnvironmental Services, Inc." on Justia Law

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The Supreme Court vacated the determination of the court of appeals that R. Scott National, Inc. (RSN) was an "agent" of Pacific Life Insurance Company (Pacific Life) based on Utah Code 31A-1-301(88)(b), and therefore granting partial summary judgment to Plaintiffs on their claim that Pacific Life should be held liable for RSN's alleged misdeeds, holding that remand was required.The district court granted summary judgment to Pacific Life, concluding that nothing RSN did was within the actual or apparent authority Pacific Life granted RSN. The court of appeals reversed and granted partial summary judgment for Plaintiffs, holding that RSN was Pacific Life's agent and that RSN's actions fell within the scope of authority Pacific Life had granted RSN. The Supreme Court vacated the judgment below, holding that the court of appeals (1) erred in ruling that section 31A-1-301(88)(b) made RSN an agent of Pacific Life and in injecting respondeat superior principles into Utah Code 31A-23a-405(2); and (2) Plaintiffs were entitled to the entry of partial summary judgment on the issue of RSN's apparent authority from Pacific Life. View "Drew v. Pacific Life Insurance Co." on Justia Law

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The Supreme Court affirmed the judgment of the district court denying a wellness company's motion to dismiss this breach of contract action brought by an independent distributor, holding that the distributor's allegation of an express oral waiver was legally sufficient to defeat a motion to dismiss.In its complaint, the distributor claimed that the company had waived - through express oral statements and conduct - the provision upon which it later relied to terminate the distributor's contract. In moving to dismiss the complaint, the company argued that where the contract contained both an antiwaiver provision and a requirement that any waiver be in writing, the distributor's claims were insufficient as a matter of law to waive a provision of the contract. The district court denied the motion to dismiss. The Supreme Court affirmed, holding (1) a contracting party alleging waiver must show the other party intentionally waived both the underlying provision and any applicable antiwaiver provisions; and (2) the alleged facts, taken as true, were sufficient to infer that the company waived the underlying provision and the applicable antiwaiver provisions. View "Al-In Partners, LLC v. LifeVantage Corp." on Justia Law

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The Supreme Court affirmed the judgment of the district court dismissing Plaintiff's claims against the University of Utah for breach of contract, breach of the covenant of good faith and fair dealing, and negligence, holding that Plaintiff did not identify a basis for a legal cause of action against the University.After the University dismissed Plaintiff from its neuroscience Ph.D. program, and the decision was affirmed at every level of administrative review, Plaintiff brought his action against the University. The district court dismissed all claims on summary judgment. The Supreme Court affirmed, holding (1) as to Plaintiff's breach of contract claims, the University was entitled to judgment as a matter of law; (2) Plaintiff's claims for breach of the covenant of good faith and fair dealing failed; and (3) the district court correctly dismissed Plaintiff's negligence claim. View "Rossi v. University of Utah" on Justia Law

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The Supreme Court affirmed the judgment of the district court denying doTERRA International, LLC's motion for partial summary judgment asserting that Jessica Kruger, who sought, among other things, punitive damages based on doTERRA's failure to warn about the potential dangers of its product, waived the right to seek punitive damages, holding that the trial court correctly denied doTERRA's motion for summary judgment.Kruger, a doTERRA International, LLC distributor, applied a doTERRA product to her skin before visiting a tanning salon and was later diagnosed with second and third-degree chemical burns. doTERRA filed a motion for summary judgment, arguing that Kruger was contractually restricted from seeking punitive damages because she had waived her ability to claim punitive damages in the agreement she signed to become a doTERRA distributor. The Supreme Court affirmed but vacated the district court's reference to doTERRA's contract as one of adhesion, holding that because the waiver in doTERRA's agreement was neither clear nor unambiguous Kruger did not waive her right to sue doTERRA for punitive damages arising out of a personal injury. View "doTERRA v. Kruger" on Justia Law

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The Supreme Court reversed the judgment of the district court dismissing Shree Ganesh, LLC's contract and tort claims against Weston Logan, Inc., and Matthew Weston, an individual, holding that there remained a genuine dispute as to material facts, precluding summary judgment.Shree Ganesh entered into a contract with Weston Logan to purchase Weston Logan's Best Western Inn. After the sale of the property closed, Shree Ganesh learned about Weston Logan's plans to build a competing hotel across the street. Shree Ganesh subsequently sued Weston Logan for its failure to disclose its plans to develop the competing hotel. The district court granted summary judgment in favor of Weston Logan on all claims. The Supreme Court reversed, holding (1) the purchase agreement was ambiguous as to Weston Logan's disclosure obligations; and (2) there remained a genuine dispute as to material facts relevant to Shree Ganesh's tort claims. View "Shree Ganesh, LLC v. Weston Logan, Inc." on Justia Law

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The Supreme Court affirmed the judgment of the district court awarding Appellees attorney fees pursuant to a provision of a contract under which they sued, holding that the claim for contractual attorney fees was governed in this case by Georgia law.The contract at issue in this case contained a choice of law provision requiring contractual disputes to be governed by Georgia law. Appellants sued Appellees in Utah, alleging breach of contract. Appellees moved to dismiss. The district court granted the motion. Appellees then filed a motion seeking recovery of attorney fees. In response, Appellants argued that Georgia law should govern the attorney fee provision just as it did the rest of the contract. The district court granted the motion, concluding that Appellees were entitled to attorney fees under the law of either jurisdiction. The Supreme Court affirmed, holding (1) the matter of contractual attorney fees is substantive for choice of law purposes; and (2) applying Georgia law, Appellants failed to show that the district court erred in awarding Appellees attorney fees. View "1600 Barberry Lane 8 LLC v. Cottonwood Residential L.P." on Justia Law

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The Supreme Court reversed the determination of the district court that a contract entered into by a dissolved partnership was void, holding that the contract was voidable.Two years after the Muir Second Family Limited Partnership was administratively dissolved, the former general partner of the partnership - Nicholas Muir - obtained a loan from the TNE Limited Partnership through a trust deed. Wittingham, LLC, a successor-in-interest to the Partnership, brought suit to declare the trust deed void and recover damages. The district court concluded that the trust deed was void because the Partnership was dissolved prior to the time Muir signed the trust deed. The Supreme Court reversed, holding that the trust deed was voidable because the relevant statutes failed to provide a clear and well-defined public policy indicating that the type of transaction here should be void and because the transaction deed did not harm the public as a whole. View "Wittingham v. TNE Limited Partnership" on Justia Law

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In this longstanding dispute between attorney Gregory Jones and his former law firm, Mackey Price Thompson & Ostler, P.C. (MPTO), over the distribution of litigation proceeds the Supreme Court upheld the jury's $647,090 verdict on Jones's quantum meruit/unjust enrichment claims, holding that the district court did not abuse its discretion in admitting the testimony of Jones's expert witness.Jones claimed a right to some of the fees collected by MPTO in personal injury cases arising out of the use of the drug known as Fen-Phen. Jones asserted claims for fraudulent transfer, quantum merit/unjust enrichment, breach of fiduciary duty and sought an award of punitive damages and to impose a constructive trust on the funds held by MPTO. A jury ultimately entered a verdict against MPTO on a quantum meruit/unjust enrichment theory and dismissed or rejected Jones's remaining claims. After a trial, the district court concluded that the judgment extended to Mackey Price, LLC, an entity the court ruled was a successor in interest to MPTO. The Supreme Court reversed the dismissal of Jones's fraudulent transfer and punitive damages claims, the decision that a constructive trust was categorically unavailable, and the default determination that Mackey Price, LLC was a successor in interest to MPTO and otherwise affirmed the district court. View "Jones v. Mackey Price Thompson & Ostler" on Justia Law

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The Supreme Court affirmed the decision of the district court denying the motion for attorney fees filed by Gold's Gym International, Inc. after it prevailed in a suit filed by members of a limited liability company (members) that had licensed Gold's Gym's name to operate a fitness center, holding that the issues properly before the Court did not convince the Court that the district court erred.In denying attorney fees, the district court reasoned that the members, as individuals, were not parties to the license agreement between Gold's Gym and the LLC that contained the fee provision and that the members' claims did not relate to or arise out of that agreement. On appeal, Gold's Gym argued that if someone who is not a party to a contract tries to enforce its terms, it must also assume the risks and obligations that the contract imposes. The Supreme Court affirmed without reaching the merits of the issue, holding (1) issues of preservation and waiver precluded the Court from reaching the heart of Gold's Gym's argument on appeal; and (2) Gold's Gym's remaining arguments were unavailing. View "Chamberlain v. Golds Gym International, Inc." on Justia Law