Justia Contracts Opinion Summaries

Articles Posted in Utah Supreme Court
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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

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The Supreme Court dismissed as moot this petition addressing whether a law firm that deposited funds from a client into its trust account was a "transferee" under the Uniform Fraudulent Transfer Act (UFTA), Utah Code 25-6-1 to -14, holding that Petitioners had no remedy under the UFTA because they were no longer creditors.The district court granted partial summary judgment for Respondents, the law firm and a lawyer, concluding that they were immune from liability on the fraudulent transfer claims because they were not transferees under the UFTA. While the case was pending before the court of appeals, Petitioners allowed the judgment that formed the basis of their fraudulent-transfer claim to expire. The court of appeals affirmed the district court's grant of summary judgment. On appeal, Respondents argued that even if Petitioners were to prevail on the transferee issue, it would not affect their rights because the fraudulent transfer claims became moot when the judgment expired. The Supreme Court agreed and vacated the court of appeals' decision, holding that the case became moot before the court of appeals' opinion issued. View "Timothy v. Pia, Anderson, Dorius, Reynard & Moss, LLC" on Justia Law

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The Supreme Court reversed the decision of the court of appeals reversing the judgment of the district court dismissing Plaintiff's claims that Defendant, his employer, fired him in violation of the implied covenant of good faith and fair dealing in his compensation agreement with Defendant, holding that the court of appeals' application of the covenant was improper.In his complaint, Plaintiff claimed that Defendant fired him in an effort to avoid payment of commissions and that, even though he was an at-will employee, his termination violated the implied covenant of good faith and fair dealing. In dismissing the claims, the district court concluded that the covenant could did not apply in this context. The court of appeals reversed, concluding that the covenant can be invoked to prevent employers form using at-will termination to avoid obligations under the compensation agreement. The Supreme Court reversed, holding (1) the covenant of good faith and fair dealing may not be applied to contradict express contractual terms; and (2) the court of appeals' application was inconsistent with the express terms of the compensation agreement and with the parties' course of dealings. View "Vander Veur v. Groove Entertainment Technologies" on Justia Law

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In this breach of contract action the Supreme Court affirmed the decision of the court of appeals reversing two of the district court's pretrial evidentiary rulings, holding that the court of appeals did not err in holding that the district court incorrectly excluded expert testimony and other evidence proposed by Plaintiff.Plaintiff, Northgate Village Development, LC, brought this action against the City of Orem seeking to recover the cost of cleaning up property Northgate had purchased from the City. The district court granted summary judgment for the City. The court of appeals reversed. On remand, the City made pretrial motions to exclude some of Northgate's proposed evidence. The district court granted the motion as to Northgate's proposed evidence and excluded Northgate's experts as a discovery sanction. Northgate filed an interlocutory appeal. The court of appeals reversed both evidentiary orders. The Supreme Court affirmed, holding (1) the district court erred in excluding Northgate's proposed expert testimony as a discovery sanction because it applied the wrong version of Utah R. Civ. P. 26; and (2) the district court abused its discretion in excluding the challenged evidence as irrelevant under Utah R. Evid. 401 and as prejudicial under Utah. R. Evid. 403. View "Northgate Village Development, LC v. City of Orem" on Justia Law

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The Supreme Court affirmed the order of the Public Service Commission denying PacifiCorp's application for approval of an agreement between PacifiCorp and Monticello Wind Farm, LLC (MWF) for the purchase of wind energy, holding that the Commission was not obligated to approve the agreement under the circumstances of this case.Under Utah and federal law, PacifiCorp and MWF could set the terms for their agreement in one of two ways by either fixing pricing based on PacifiCorp's avoided costs, which would make the contract one negotiated within the Commission's framework, or negotiating their own pricing terms and contractually limiting the scope of the Commission's review. The Commission reviewed the pricing to ensure consistency with PacifiCorp's avoided costs, but the pricing was based on a methodology the Commission had discontinued. The Commission concluded the pricing could not be deemed consistent with PacifiCorp's avoided costs and denied the application. On appeal, MWF asserted that the parties opted out of the Commission's framework, and therefore, the Commission was obligated to approve the agreement. The Supreme Court disagreed, holding that this was an agreement the Commission could reject if it obligated PacifiCorp to purchase energy at a price higher than its avoided costs. View "Monticello Wind Farm, LLC v. Public Service Commission of Utah" on Justia Law

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The Supreme Court reversed the judgment of the district court denying the petition filed by Petitioners, a same-sex married couple and a woman and her husband requesting that the court validate their agreement that the woman act as a gestational surrogate for the couple, holding that Utah Code 78B-15-802(2)(b), which precludes same-sex male couples from obtaining a valid gestational agreement, is unconstitutional.A married couple, both men, entered into an agreement with a woman and her husband to have the woman act as a gestational surrogate to carry a fertilized embryo that contained the genetic material of one of the couple. This type of gestational agreement is not enforceable in Utah unless it is validated by a tribunal, and a court may not validated the agreement if medical evidence is not presented showing that the "intended mother" is unable to bear a child or will suffer health consequences if she does. Petitioners filed a petition requesting that the district court validate their gestational agreement, but the court denied the petition because neither of the intended parents were women. The Supreme Court reversed, holding that the statute is unconstitutional and that the unconstitutional subsection should be severed. The Court then remanded this case for further proceedings. View "In re Gestational Agreement" on Justia Law