Justia Contracts Opinion Summaries

In this case, the plaintiff, Jordan Nissensohn, as the administrator of the Estate of Michael Nissensohn, filed a suit against University Medical Group (UMG), Dr. Alan Epstein, and Dr. Steven Sepe, alleging numerous claims including defamation, breach of contract, tortious interference with contractual relations, conversion, and violations of the Rhode Island Whistleblowers’ Protection Act (RIWPA). The Superior Court entered a judgment in favor of the defendants, granting summary judgment.The plaintiff, Dr. Michael Nissensohn, had been employed as a gastroenterologist by UMG and was supervised by Dr. Epstein. The plaintiff had a series of disagreements and conflicts with Dr. Epstein over teaching responsibilities and alleged discrepancies in teaching compensation. The plaintiff also claimed that Dr. Epstein had disclosed his mental health information to another staff member, and had spread a rumor about his mental health. Additionally, the plaintiff claimed that Dr. Epstein interfered with his prospective business relations with patients and his contract, and converted his personal laptop.The Supreme Court of Rhode Island affirmed the judgment of the Superior Court. The court held that the plaintiff did not demonstrate that he engaged in protected conduct under the RIWPA because he did not report actual violations of the law. The court also ruled that the plaintiff's defamation claim abated upon his death and therefore did not survive. Regarding the breach of contract claim, the court found that the plaintiff failed to provide evidence of a breach of the written agreement. The court further held that the plaintiff failed to show that Dr. Epstein intended to harm his contract, which was an essential element of his claim for tortious interference. Lastly, the court found that the plaintiff failed to provide any non-hearsay evidence to prove his demand and refusal, thus failing to establish his claim for conversion. View "Nissensohn v. CharterCARE Home Health Services" on Justia Law

In a case before the Supreme Court of Rhode Island, plaintiffs Mark Quillen and Dawn Quillen entered into a Purchase and Sales Agreement (P & S Agreement) with defendant Clint Cox to purchase a property for a total sale price of $632,000, which included a $31,000 deposit. An issue arose when the parties' chosen escrow agent, Beycome Brokerage Realty, refused to accept the deposit, leading to an amendment in the agreement that allowed the plaintiffs to submit the deposit to a different brokerage firm, Trusthill. This amendment led to a dispute with the defendant claiming the plaintiffs failed to meet the deposit requirement, thereby breaching the contract.The trial justice in the Superior Court found that the defendant had prevented the plaintiffs from effectuating delivery of the deposit, thereby eliminating the condition precedent. The court also found that the plaintiffs were ready, willing, and able to purchase the property. Despite the defendant's claims, the court concluded that plaintiffs had met all their obligations under the contract. The court ordered specific performance, directing the defendant to transfer the property to the plaintiffs. The defendant's counterclaims for breach of contract, declaratory judgment, and damages were dismissed.On appeal, the Supreme Court of Rhode Island affirmed the judgment of the Superior Court. The court held that the trial justice correctly determined that the plaintiffs timely and properly delivered the deposit in accordance with the amended agreement. The court also agreed with the trial justice's finding that the plaintiffs were ready, willing, and able to purchase the property. The court rejected the defendant's argument that the trial justice failed to apply the clear and convincing standard in her factual findings, noting that the defendant failed to raise this issue in the lower court. The court also dismissed the defendant's contention that he was entitled to the deposit as damages, as the court found no evidence of breach on the part of the plaintiffs. View "Quillen v. Cox" on Justia Law

This case involves a dispute between American Precision Ammunition, L.L.C. (APA) and the City of Mineral Wells in Texas. APA and the City entered into a Tax Abatement Agreement ("Agreement") where the City promised to gift APA $150,000 and provide APA ten years of tax abatements. However, the City terminated the Agreement, claiming that the $150,000 gift was illegal under the Texas Constitution. APA sued the City for breach of contract, violation of the Texas Open Meetings Act (TOMA), and denial of federal due process and due course of law under the Texas Constitution. The district court dismissed all claims, and APA appealed.The United States Court of Appeals for the Fifth Circuit affirmed the district court's decision. It held that the Agreement was illegal and unenforceable under Texas law because the City's contractual obligation to "gift" APA $150,000 constitutes a gratuitous payment of public money. The court also dismissed APA's TOMA claim as moot because there was no "agreement" to reinstate given that the Agreement was unenforceable. Furthermore, the court found that APA's due process claims failed because the promise for the $150,000 gift was void and did not constitute a contract, and therefore, APA had no protected property interest in the gift. Even assuming that APA had a property interest in the tax abatements, the court held that APA's due process and due course of law claims still fail because Texas law affords APA sufficient opportunity to pursue that claim in state court. View "American Precision v. Mineral Wells" on Justia Law

The case involves Green Plains Trade Group, LLC, who appealed the district court's dismissal of their claim for tortious interference with contract against Archer Daniels Midland Company (ADM). Green Plains alleged that ADM unlawfully manipulated the price of ethanol, causing Green Plains to receive less money for the ethanol it sold to third parties. The district court dismissed the case, saying Green Plains hadn't specified the contracts ADM interfered with or shown a breach of contract. Green Plains argued that under Nebraska law, tortious interference doesn't always require a breach and that ADM's actions made its performance under its contracts "more expensive or burdensome."The United States Court of Appeals for the Seventh Circuit vacated the district court's dismissal and remanded the case for further proceedings. The Court of Appeals found that while the district court was correct to require Green Plains to plead more than general allegations about its contracts, it may have required too much specificity. The Court of Appeals also found that the district court erred in not recognizing section 766A of the Restatement (Second) of Torts as part of Nebraska's law, which allows a plaintiff to bring a successful tortious interference with contract claim even if the contract was not breached. The Court of Appeals held that the district court must apply the law as it believes the highest court of the state would apply it if the case were now before it, and it should not fear adopting the less restrictive approach if it believes the state's highest court would adopt that approach. View "Green Plains Trade Group, LLC v. Archer Daniels Midland Co." on Justia Law

In an appeal from a property dispute in Ketchum, Idaho, the Supreme Court of the State of Idaho affirmed the lower court's judgment, in part, and vacated and remanded the case, in part, for further proceedings. The dispute arose when Trustees Glen Miller and Cynthia Anderson attempted to build a home on a lot they purchased in the Rocking Ranch No. 3 subdivision. The Rocking Ranch No. 3 Property Owners’ Association denied their application to construct the home and asserted several counterclaims to recover unpaid homeowners association (HOA) assessments. The district court granted summary judgment to the Association on Miller and Anderson’s claims and dismissed the Association’s counterclaims. On appeal, the Supreme Court of the State of Idaho affirmed the district court's dismissal of the Association’s counterclaims, concluding that the Association failed to establish its breach of contract counterclaim because it had not established two elements of the prima facie case: breach of the contract and damages resulting from the breach. The Supreme Court of the State of Idaho also vacated and remanded the district court's award of attorney fees to the Association for further proceedings, finding that the Association was not entitled to recover attorney fees for the counterclaims on which it did not prevail. View "Miller v. Rocking Ranch No. 3" on Justia Law

In this case, Richard Mullen and Cheryl Mullen petitioned the Supreme Court of Alabama for a writ of mandamus to direct the Jefferson Circuit Court to transfer their case to the Walker Circuit Court. The case at hand arises from a dispute between the Mullens and Karl Leo and Fay Leo, who purchased a parcel of property from the Mullens in Walker County. The Leos alleged that the Mullens, unlicensed homebuilders, sold them a residence with multiple latent defects and refused to remedy these defects. The Leos filed a suit against the Mullens in the Jefferson Circuit Court, where the Mullens resided, claiming breach of contract, breach of the implied warranty of habitability, fraud, negligence, and fraudulent suppression.The Mullens sought dismissal or transfer of the case to Walker County, arguing that as the property in question was located there, it was the appropriate venue. The Jefferson Circuit Court, however, denied their motion. The Mullens then petitioned the Supreme Court of Alabama, arguing that Walker County was the proper venue due to the location of the property and the Leos' request for equitable relief in their complaint.The Supreme Court of Alabama granted the Mullens' petition for a writ of mandamus. The Court found that the property sold by the Mullens to the Leos in Walker County was the "subject matter" of the action within the meaning of Rule 82(b)(1)(B). Therefore, the Court directed the Jefferson Circuit Court to vacate its order denying the Mullens' motion to transfer the action and to transfer the case to the Walker Circuit Court. View "Ex parte Mullen" on Justia Law

In Alabama, RAM-Robertsdale Subdivision Partners, LLC contracted Construction Services LLC, d/b/a MCA Construction, Inc. ("MCA") to build infrastructure for a proposed housing subdivision. The relationship between the two parties deteriorated, leading to a lawsuit by RAM-Robertsdale against MCA for various claims including breach of contract, negligence, and negligent misrepresentation, among others. MCA counterclaimed and also filed third-party claims against Retail Specialists, LLC, a member of RAM-Robertsdale, and Rodney Barstein, a corporate officer for Retail Specialists and RAM-Robertsdale, for breach of contract, fraud, unjust enrichment, and defamation. The RAM defendants moved for summary judgment on MCA's counterclaims and third-party claims, arguing that MCA was not properly licensed when it signed the contract, thus making the contract void for public policy. The circuit court granted the RAM defendants' motion for summary judgment and certified its judgment as final.On appeal, the Supreme Court of Alabama found that the circuit court had exceeded its discretion in certifying its judgment as final under Rule 54(b), Ala. R. Civ. P., because the claims pending below and those on appeal were closely intertwined, arising from the same contract and the parties' performance under that contract. The Court noted that if the contract was indeed void for public policy, then neither party would be able to enforce it, impacting the remaining claims pending in the circuit court. As the Court found that deciding the issues at this stage would create an intolerable risk of inconsistent results, it dismissed the appeal for lack of jurisdiction. View "Construction Services, LLC v. RAM-Robertsdale Subdivision Partners, LLC" on Justia Law

This case involves a dispute between a group of individuals and companies associated with John Logan and a mix of investors and former investors in medical clinics that Logan has run. The parties attended a mediation to resolve five separate but related lawsuits. Following the mediation, RedMed believed there was an enforceable settlement agreement, while Logan believed the mediation only created a framework for further negotiations. The trial court granted RedMed’s Motion to Enforce Settlement, finding that a binding settlement agreement had been reached. Logan appealed, arguing that the trial court erred in finding a binding settlement agreement. The Supreme Court of Mississippi reverses the trial court's ruling. The court found that the proposed settlement agreement lacked material terms required by Mississippi contract law, such as the interest rate and term of a promissory note, and therefore no meeting of the minds occurred. The court further found that the conduct of the attorneys and mediator at the conclusion of the mediation indicated that mutual assent to the terms of a contract was lacking. As a result, the court concluded that no enforceable contract was formed at the mediation. Therefore, the case is remanded back to the trial court. View "Logan v. RedMed, LLC" on Justia Law

In this case before the United States Court of Appeals for the Fifth Circuit, the central issue was whether a contract for the inspection and repair of lifeboats on an oil platform, located on the Outer Continental Shelf, could be considered a maritime contract. The relevance of this classification was that it would determine whether indemnity might be owed by one corporate defendant, Palfinger Marine USA, Inc., to another, Shell Oil Company, for payments to third parties. The lower district court had ruled that the contract was not maritime. However, the Court of Appeals disagreed, finding that the contract was indeed a maritime one. The case was related to a tragic accident in 2019 when a lifeboat detached from an oil platform, resulting in the deaths of two workers and injury to another. The platform was owned and operated by Shell Oil Company and its affiliates. The lifeboats were serviced by Palfinger Marine USA, Inc. under a contract which included indemnity provisions. After the accident, lawsuits were filed against both companies by the injured worker and the families of the deceased workers. These claims were settled separately, but Palfinger's claim for indemnity from Shell under the contract was preserved for appeal. The decision of the district court to classify the contract as non-maritime was reversed and remanded for further proceedings. The court held that the contract was maritime, as it was related to the repair and maintenance of lifeboats facilitating offshore drilling and production of oil and gas, which constituted maritime commerce. The lifeboats were found to play a substantial role in the contract, making it a traditionally maritime contract. View "Palfinger Marine U S A v. Shell Oil" on Justia Law

In this case heard by the Supreme Court of the State of Wyoming, the plaintiff, Scherri Hacker, made a conversion claim against Hacker Oil, Inc., which had paid premiums on a whole life insurance policy on her husband, James Hacker. The policy was executed as a split-dollar arrangement, with the intention that upon Mr. Hacker's death, Hacker Oil would be reimbursed for the paid premiums, and the remaining death benefits would be distributed to Mrs. Hacker. After Mr. Hacker's death, Hacker Oil received $125,000 and half the interest accrued under the policy, which exceeded the $55,048 it had remitted in premium payments.The defendant, Hacker Oil, appealed the district court's decision, arguing that Mrs. Hacker had failed to mitigate her damages by withholding her signature from a letter agreement and by asserting a conversion claim against Hacker Oil. The court, however, upheld the district court's ruling, finding that Mrs. Hacker did not have a duty to mitigate her damages. The court determined that Mrs. Hacker's failure to sign the letter agreement prior to Hacker Oil's signing and submission of a claim to the insurance company did not constitute a failure to mitigate damages. The court further concluded that once Hacker Oil committed the conversion, Mrs. Hacker rightfully brought a claim and asserted her rights. Thus, the Supreme Court of the State of Wyoming affirmed the district court's decision, holding that Hacker Oil had wrongfully converted $70,372.68, the difference between the amount it received and the amount it was entitled to receive. View "Hacker Oil, Inc. v. Hacker" on Justia Law