Justia Contracts Opinion Summaries

A party may implicitly waive an antiwaiver clause in a contract through conduct, but there must be clear intent to waive both the underlying contract provision and the antiwaiver clause.Defendant hired Plaintiff to provide snow removal services. The parties’ contract required Plaintiff to maintain a certain amount of insurance coverage. The contract included an antiwaiver clause stating that Defendant’s failure to notice a deficiency in Plaintiff’s insurance coverage could not be construed as a waiver of the insurance provision. When Defendant discovered that Plaintiff had failed to purchase the required insurance, Defendant terminated the contract. Plaintiff brought this action asserting that Defendant had waived its right to terminate the contract because Defendant effectively waived the insurance requirement by making payments to Plaintiff despite its noncompliance. The jury found Defendant liable for breach of contract. The Supreme Court reversed, holding (1) Plaintiff produced no evidence of waiver beyond Defendant’s failure to insist on performance of the insurance requirements; and (2) Defendant was within its rights to terminate the contract. View "Mounteer Enterprises, Inc. v. Homeowners Association for Colony at White Pine Canyon" on Justia Law

The Supreme Court affirmed the district court’s ruling that Plaintiff, a municipal employee, had forfeited her merit protection status through contract, estoppel, and waiver without reaching the merits of Plaintiff’s claims because she failed to carry her burden of challenging all of the district court’s rulings, each of which was an independent basis for summary judgment.On appeal, Plaintiff argued that Supreme Court precedent allowing a contract in conflict with a statute to survive, provided it does not violate public policy, does not extend to contracts involving government employees. The Supreme Court held that, although it was possible that Plaintiff was correct, Plaintiff was not entitled to relief because she failed to challenge the district court’s ruling that she was equitably estopped from claiming merit status. View "Howick v. Salt Lake City Corp." on Justia Law

In this action alleging, inter alia, breaches of fiduciary duty and the implied warranty of habitability, the Supreme Court affirmed the district court’s grant of summary judgment and a directed verdict against The Gables at Sterling Village Homeowner’s Association (the Association) but vacated the district court’s award of attorney fees.The Association filed this action against the property developer who built the Gables at Sterling Village, the builders, and their principles after property owners began to notice problems in the planned unit development. The property owner asserted a counterclaim for indemnification. The district court granted (1) summary judgment against the Association, concluding that the Association lacked contractual privity with the property developer; (2) the property developer’s motion for directed verdict on the Association’s claim for breach of fiduciary duty; and (3) the property developer’s post-trial motion for indemnification of attorney fees. The Supreme Court affirmed in part and vacated in part, holding (1) the district court did not err in granting summary judgment and directed verdict; but (2) the property developer should have tried his indemnification claim rather than raise it by post-trial motion. View "Gables at Sterling Village Homeowners Ass’n v. Castlewood-Sterling Village I, LLC" on Justia Law

The doctrine of equitable conversion operates to protect a buyer’s interest in the land from the time a land sales contract is capable of being specifically enforced by the buyer. The Utah Supreme Court affirmed the district courts judgment that the seller's creditor was unable to attach a judgment lien to land that the seller had already entered into a real estate purchase contract to sell. In this case, the real estate purchase contract was an executory real estate contract and, as such, it was subject to the equitable conversion doctrine. View "SMS Financial v. CCB, LLC" on Justia Law

The Liability Reform Act (LRA), Utah Code 78B-5-817 through 823, does not immunize retailers - whether “passive” or not - from products liability claims in cases where the manufacturer is a named party. In so holding, the Supreme Court overruled the court of appeals’ conclusion to the contrary in Sanns v. Butterfield Ford, 94 P.3d 301 (Utah Ct. App. 2004). The court further held that the LRA does not upend longstanding precedent that retailers are strictly liable for breaching their duty not to sell a dangerously defective product.Plaintiffs asserted claims for strict products liability, breach of warranty, and contract rescission against R.C. Willey. The district court dismissed the tort and warranty claims under the “passive retailer” doctrine articulated in Sanns. R.C. Willey stipulated to liability on the rescission claim. The Supreme Court rejected the passive retailer doctrine and thus reversed the dismissal of Plaintiffs’ claims against R.C. Willey for strict products liability and breach of warranty. The court also vacated the district court’s decision declining to award attorney fees to Plaintiffs. View "Bylsma v. R.C. Willey" on Justia Law

In this subrogation action filed by Educators Mutual Insurance Association (EMIA) against a tortfeasor in a personal injury case, the Supreme Court reversed the court of appeals’ dismissal for lack of standing. The court of appeals ruled that an insurer may file suit for subrogation only in the name of its insured, and not in its own name. The Supreme Court upheld EMIA’s standing to sue for subrogation in its own name under the terms of the insurance policy where the terms of the insurance policy at issue in this case expressly recognized EMIA’s authority “to pursue its own right of subrogation against a third party” without regard to whether the insured “is made whole by any recovery.” View "Wilson v. Educators Mutual Insurance Ass’n" on Justia Law

The Supreme Court affirmed the district court’s dismissal of Plaintiffs’ putative class action lawsuit in which they alleged that Salt Lake City unjustly enriched itself by fining them for failing to use a parking meter at a time when there were no longer any parking meters in the City - only pay stations - but the City had not yet prohibited parking without paying at a pay station. Plaintiffs also alleged that the City’s notices violated due process. The district court granted the City’s motion to dismiss. The Supreme Court affirmed, holding (1) the City’s notices were sufficient to apprise Plaintiffs of both their right to challenge their parking tickets and their opportunity for a hearing on that challenge; and (2) because Plaintiffs did not exhaust their legal remedies before seeking to challenge their tickets through an equitable action Plaintiffs failed to state an equitable enrichment claim. View "Bivens v. Salt Lake City" on Justia Law

The Supreme Court affirmed the district court’s dismissal of Homebuyer's construction defect claims against the Contractor that built his home on the ground that Homebuyer was not in privity with Contractor and had no right to sue as an assignee.Property Owner entered into an agreement with Contractor to build a house on the property and then assigned its rights to the home and the construction agreement to Company. Company then sold the home to Homebuyer but did not assign its interest in the construction agreement to Homebuyer. After discovering several purported construction defects, Homebuyer sued Contractor for breach of the construction agreement and breach of warranty. Homeowner was subsequently assigned Company’s interest in claims Company may assert against Contractor. The district court granted summary judgment to Contractor. The Supreme Court affirmed, holding that Homebuyer had no right to sue under Utah Code 78B-4-513 because he did not acquire a right to sue for breach of contract or warranty as an assignee - either at the time he purchased the home or at the time of the assignment. View "Tomlinson v. Douglas Knight Construction, Inc." on Justia Law

In 2003, a corporation was assigned a lease that permitted a restaurant to operate. Xiao-Yan Cao, the corporation’s president, personally guaranteed the corporation’s performance. In 2006, the lease was assigned to Hong Lin. As part of the assignment, the lease term was extended until 2013. Both Cao and Lin signed the lease extension as guarantors. In 2010, Lin stopped making timely rent payments. Lin and the property’s landlord agreed to a repayment schedule to permit Lin to catch up. In 2013, Lin defaulted on rent payments. The landlord sued both Lin and Cao for a sum representing the last month’s rent and a balance from the month prior. The district court concluded that the 2010 repayment materially modified the contract and discharged Cao’s guaranty. The court of appeals reversed, concluding that extending the period within which a tenant could pay its rent did not materially modify the contract. The Supreme Court affirmed, holding that the court of appeals correctly determined that the 2010 repayment agreement did not materially modify the contract and that Cao was not relieved of her responsibilities as guarantor. View "PC Riverview, LLC v. Cao" on Justia Law

The weekend before Defendant’s trial, Defendant and the State entered into a plea agreement. Before Defendant entered his plea, however, the State rescinded its offer because Defendant’s alleged victim disapproved of the agreement. At Defendant’s request, the court granted a continuance and rescheduled the jury trial. Defendant subsequently filed a motion to enforce the plea agreement, asserting that he had detrimentally relied on the State’s offer. The district court rejected the motion, and Defendant sought interlocutory review. The Supreme Court affirmed the district court’s order denying enforcement of the plea agreement, holding (1) the State may withdraw from a plea bargain agreement at any time prior to the actual entry of a defendant’s guilty plea or other action by a defendant constituting detrimental reliance on the agreement; and (2) Defendant did not perform under the terms of the plea agreement before the State rescinded its offer and failed to show that he detrimentally relied on the State’s offer. View "State v. Francis" on Justia Law