Justia Contracts Opinion Summaries

Willie C. Scott signed a promissory note on May 22, 2018, promising to pay $67,000 to Jimmy C. Scott by March 24, 2020. The note detailed amounts borrowed on three separate dates. Willie passed away on November 20, 2019, and Jeanetta C. Scott, as administratrix of his estate, denied the allegations in Jimmy's complaint, asserting that Willie had fulfilled his obligations under the note.Jimmy filed a complaint in the Pike Circuit Court on October 13, 2021, seeking repayment. Jeanetta contested the claim, and the case was consolidated with another related to the administration of Willie's estate. Jimmy moved for summary judgment, supported by affidavits from himself and two witnesses who attested to witnessing Willie sign the note. Jeanetta opposed the motion, providing affidavits from herself and another individual, both asserting that the signature on the note was not Willie's.The Pike Circuit Court initially denied Jimmy's motion for summary judgment but later granted it after a renewed motion and hearing. Jeanetta's subsequent motion to set aside the summary judgment was denied, leading to this appeal.The Supreme Court of Alabama reviewed the case and found that the circuit court had improperly made credibility assessments in granting summary judgment. The court noted that there was a genuine issue of material fact regarding the authenticity of Willie's signature on the promissory note, which should be resolved by a jury. Consequently, the Supreme Court of Alabama reversed the circuit court's summary judgment in favor of Jimmy and remanded the case for further proceedings. View "Scott v. Scott" on Justia Law

The case involves a dispute between Hyundai Construction Equipment North America, Inc. and Hyundai Heavy Industries Co., Ltd. (collectively "Hyundai") and Southern Lift Trucks, LLC ("Southern"). Southern sued Hyundai after Hyundai terminated one of their agreements and appointed another dealer in Southern's sales territory. Southern's claims included breach of contract, tort claims, and claims under the Alabama Heavy Equipment Dealer Act (AHEDA). The agreements between the parties included an arbitration clause for resolving disputes.The Washington Circuit Court initially denied Hyundai's motion to compel arbitration. Hyundai appealed, and the Supreme Court of Alabama held that all of Southern's claims, except for portions of the declaratory-judgment claim relating to the enforceability of the dealer agreements, should be sent to arbitration. The trial court then entered an order compelling arbitration for all claims except the declaratory-judgment claim. Southern did not initiate arbitration and instead filed a motion to enjoin or stay the arbitration proceedings initiated by Hyundai.The Supreme Court of Alabama reviewed the trial court's order enjoining the arbitration. The court held that the arbitration provision required all disputes to be resolved by arbitration, except for declaratory judgments on the enforceability of any provision of the agreements. The court found that the trial court erred in enjoining the arbitration, as the arbitration provision did not prevent arbitrators from adjudicating disputes over the agreements' enforceability. The court emphasized that the Federal Arbitration Act requires arbitration of all claims except for the non-arbitrable portions of the declaratory-judgment claim and that judicial economy or the possibility of inconsistent results does not justify staying arbitration.The Supreme Court of Alabama reversed the trial court's order enjoining the arbitration and remanded the case for further proceedings consistent with its opinion. View "HD Hyundai Construction Equipment North America, Inc. v. Southern Lift Trucks, LLC" on Justia Law

Phillip and Jodi Peterson hired Brandon Coverdell Construction, Inc. (BCC) to perform work on their home following a hailstorm. The Petersons were dissatisfied with the quality of BCC's work, while BCC was unhappy with the Petersons' partial payment. Both parties accused each other of breaching their written agreement and filed lawsuits in the county court. The county court ruled in favor of BCC, finding that the Petersons committed the first material breach.The Petersons appealed to the District Court for Douglas County but failed to file a statement of errors. They obtained a continuance to amend the bill of exceptions in the county court. The district court eventually found that the county court had committed plain error by entering judgment in favor of BCC, concluding that the written agreement was an unenforceable illusory contract. BCC then appealed to the Nebraska Supreme Court.The Nebraska Supreme Court reviewed the case and found that the district court erred in considering the supplemental bill of exceptions, which was not properly part of the record. The Supreme Court also determined that the county court did not commit plain error. The county court's decision to focus on the issues presented by the parties, rather than the enforceability of the contract, did not result in damage to the integrity, reputation, or fairness of the judicial process. Consequently, the Nebraska Supreme Court reversed the district court's order and remanded the case with directions to affirm the county court's judgment. View "Peterson v. Brandon Coverdell Constr." on Justia Law

Technical Security Integration, Inc. ("Technical Security") and EPI Technologies, Inc. ("EPI") entered into a Sales Representative Agreement in which EPI agreed to sell Technical Security's products in exchange for commissions. The agreement included a clause requiring disputes to be submitted to mediation, and if mediation failed within 180 days, the prevailing party in any subsequent litigation would be entitled to attorneys' fees. A dispute arose, and EPI demanded mediation, but Technical Security did not respond promptly. EPI then sued Technical Security in state court, where it mostly lost. Technical Security sought attorneys' fees in federal court, which the district court denied, ordering each party to pay its own fees.The Circuit Court of Cook County, Illinois, granted partial summary judgment for Technical Security on the commissions dispute. EPI's remaining claims were dismissed, and the state court denied Technical Security's motion for attorneys' fees, citing a factual dispute. Technical Security then demanded mediation to resolve the fee dispute, but EPI did not respond. Technical Security subsequently sued EPI in the Northern District of Illinois, seeking fees and costs from the state court litigation. The district court granted summary judgment for EPI, concluding that Technical Security had delayed the mediation process.The United States Court of Appeals for the Seventh Circuit reviewed the case. The court found that the agreement did not specify a timeline for mediation demands or responses, creating ambiguity. The court held that the district court erred in faulting Technical Security for preventing mediation without considering whether EPI's actions were reasonable. The Seventh Circuit vacated the district court's summary judgment for EPI and remanded the case for further proceedings to determine the reasonableness of each party's conduct regarding the mediation timeline. View "Technical Security Integration, Inc. v EPI Technologies, Inc." on Justia Law

Plaintiffs, ParaFi Digital Opportunities LP, Framework Ventures, L.P., and 1kx LP, invested in Curve, a decentralized cryptocurrency trading platform developed by Mikhail Egorov. They allege that Egorov fraudulently induced them to invest by making false promises about their stake in Curve and then canceled their investment, leading to claims of fraud, conversion, and statutory violations. Egorov, who developed Curve while living in Washington and later moved to Switzerland, formed Swiss Stake GmbH to manage Curve. The investment agreements included Swiss law and forum selection clauses.The San Francisco County Superior Court granted Egorov’s motion to quash for lack of personal jurisdiction, finding that Egorov did not purposefully avail himself of California’s benefits. The court noted that the plaintiffs initiated contact and negotiations, and the agreements specified Swiss jurisdiction. The court also denied plaintiffs’ request for jurisdictional discovery, concluding that plaintiffs did not demonstrate that discovery would likely produce evidence establishing jurisdiction.The California Court of Appeal, First Appellate District, Division Two, affirmed the lower court’s decision. The appellate court agreed that Egorov’s contacts with California were insufficient to establish specific jurisdiction, as the plaintiffs had solicited the investment and Egorov had not directed any activities toward California. The court emphasized that the plaintiffs’ unilateral actions could not establish jurisdiction and that the agreements’ Swiss law and forum selection clauses further supported the lack of jurisdiction. The court also upheld the denial of jurisdictional discovery, finding no abuse of discretion by the trial court. View "ParaFi Digital Opportunities v. Egorov" on Justia Law

Liberty Mutual Insurance Company ("Liberty") and Atain Specialty Insurance Company ("Atain") were involved in a contract dispute. Liberty sued Atain for breach of contract after Atain refused to indemnify Liberty for a $1 million appeal bond related to a racial discrimination case against McClure Hotel. Atain argued that it was not obligated to indemnify Liberty based on equitable estoppel, claiming it relied on Liberty's misrepresentation that the bond was closed.The United States District Court for the Northern District of West Virginia granted summary judgment in favor of Liberty, rejecting Atain's equitable estoppel defense. The court found that Liberty had not misrepresented the status of the appeal bond to Atain.The United States Court of Appeals for the Fourth Circuit reviewed the case and affirmed the district court's decision. The Fourth Circuit held that even if Liberty had made a misrepresentation, Atain could not demonstrate detrimental reliance because it had access to all necessary information to understand its obligations under the indemnity agreement. Atain, as a sophisticated party, should have known that the appeal bond remained in effect until the judgment in the underlying action was satisfied, regardless of the outcome of the separate coverage action. Therefore, Atain's equitable estoppel defense failed, and the grant of summary judgment to Liberty was affirmed. View "Liberty Mutual Insurance Co. v. Atain Specialty Insurance Co." on Justia Law

Innovative Waste Management (IWM) entered into a joint venture with Dunhill Products in 2009 and 2010, which led to allegations of breach of contract, fraud, and misappropriation of trade secrets. IWM accused Dunhill Products, Crest Energy Partners, and Henry Wuertz of stealing trade secrets, interfering with business relationships, and theft of petroleum products. IWM sought $12 million in economic damages and punitive damages. The defendants responded with affirmative defenses and counterclaims. IWM served discovery requests in 2012, but the defendants failed to comply, leading to multiple motions to compel and sanctions.The Circuit Court of Dorchester County found the defendants in contempt for violating discovery orders and sanctioned them by striking their answer and counterclaims. The defendants appealed to the South Carolina Court of Appeals, which affirmed the circuit court's decision in an unpublished opinion. The defendants then sought review by the South Carolina Supreme Court.The South Carolina Supreme Court reviewed whether the Court of Appeals erred in finding that the defendants waived review of the trial court's interlocutory discovery orders and whether the circuit court abused its discretion by striking the defendants' pleadings. The Supreme Court agreed with the Court of Appeals, holding that the defendants waived their right to review the discovery orders by not complying with them and that the circuit court did not abuse its discretion in striking the pleadings due to the defendants' deliberate pattern of discovery abuse. The Supreme Court affirmed the decision of the Court of Appeals. View "Innovative Waste Management, Inc. v. Crest Energy Partners GP, LLC" on Justia Law

Bellin Memorial Hospital hired Kinsey & Kinsey, Inc. to upgrade its computer software. Kinsey failed to implement the agreed-upon software, leading Bellin to sue Kinsey in Wisconsin state court for breach of contract and other claims. Bellin also sued Kinsey’s president and a senior product consultant. Kinsey’s insurer, Philadelphia Indemnity Insurance Company, provided a defense under a professional liability insurance policy. During the trial, Bellin and Philadelphia Indemnity entered into a partial settlement, resolving some claims and specifying the conditions under which Bellin could collect damages from Kinsey. Bellin prevailed at trial and was awarded damages.The Wisconsin circuit court ruled that the limited liability provision in the Agreement did not apply due to Kinsey’s material breach. The court granted a directed verdict on the breach of contract claim against Kinsey, leaving the question of damages to the jury. The jury awarded Bellin $1.39 million, later reduced to $750,000 plus costs. The jury found Kinsey and its president not liable for intentional misrepresentation and misleading representation.Philadelphia Indemnity filed a declaratory judgment action in the United States District Court for the Northern District of Illinois, seeking a declaration that the state court’s judgment was covered by the insurance policy and that the $1 million settlement offset the $750,000 judgment. The district court ruled for Bellin, concluding that the state court judgment was not covered by the insurance policy.The United States Court of Appeals for the Seventh Circuit affirmed the district court’s decision. The court held that the insurance policy covered only negligent acts, errors, or omissions, and the state court’s judgment was based on a breach of contract, not negligence. Therefore, the $1 million set-off provision did not apply, and Bellin could recover the full amount of the judgment. View "Philadelphia Indemnity Insurance Co. v Kinsey & Kinsey, Inc." on Justia Law

In 2007, the Hobish Irrevocable Trust purchased a universal life insurance policy from AXA Equitable Life Insurance Company to insure Toby Hobish. The policy provided a $2 million death benefit and allowed flexible premium payments into a Policy Account, from which monthly cost of insurance (COI) charges were deducted. In 2015, AXA announced an increase in COI charges for certain policies, including the Trust's, leading to a significant rise in the monthly COI charge. The Trust surrendered the policy in 2016, receiving the remaining account balance minus a surrender fee.The plaintiffs filed a lawsuit in the Supreme Court, alleging breach of contract and violation of General Business Law § 349. They claimed the COI rate increase was not equitable to all policyholders of a given class and that AXA had misled elderly consumers about the likelihood of such increases. The Supreme Court denied both parties' motions for summary judgment on liability, finding the term "a given class" ambiguous and requiring further examination of extrinsic evidence. The court also dismissed several of plaintiffs' damages theories, including claims for the full value of the death benefit and restitutionary damages.The Appellate Division affirmed the Supreme Court's rulings, agreeing that the term "a given class" was ambiguous and that the extrinsic evidence did not resolve this ambiguity. The court also upheld the dismissal of plaintiffs' damages claims, including compensatory, consequential, and punitive damages, and limited punitive damages under General Business Law § 349 to three times the actual damages.The New York Court of Appeals affirmed the Appellate Division's decision, agreeing that the term "a given class" was ambiguous and that the extrinsic evidence did not resolve this ambiguity. The court also upheld the dismissal of plaintiffs' damages claims and confirmed that punitive damages under General Business Law § 349 are limited to the statutory treble damages. View "Hobish v AXA Equit. Life Ins. Co." on Justia Law

The case involves a dispute between partners in a limited partnership formed to develop and operate an affordable housing project in Boston. The financing and structure of the project were driven by the Low Income Housing Tax Credit (LIHTC) program, which incentivizes private investment in affordable housing through tax credits. The partnership agreement included a right of first refusal (ROR) for the nonprofit general partner to purchase the property at a below-market price after the compliance period.In the Superior Court, the judge ruled on cross motions for summary judgment, concluding that the investor limited partner, AMTAX, did not have a consent right over a sale to the nonprofit general partner under the ROR agreement. However, the judge also ruled that the purchase price under the ROR agreement must include the limited partners' exit tax liability. The judge dismissed the remaining claims and counterclaims due to lack of evidentiary support or as a consequence of these rulings.The Supreme Judicial Court of Massachusetts reviewed the case. The court affirmed the lower court's decision, holding that AMTAX's consent was not required for the preliminary steps leading to a sale under the ROR agreement. The court also held that the limited partners' exit taxes were "attributable to" the sale of the property and must be included in the purchase price. The court found that the notice of consent rights recorded by AMTAX was accurate and did not constitute slander of title or tortious interference. Consequently, the plaintiffs' claims for breach of contract, breach of the implied covenant of good faith and fair dealing, tortious interference, slander of title, and violation of G. L. c. 93A were dismissed. The judgment was affirmed. View "Tenants' Development Corporation v. Amtax Holdings 227, LLC" on Justia Law