Justia Contracts Opinion Summaries

Skyrise bid $950,000 to supply “stick building” rough frame carpentry for building housing units near the University of Wisconsin-Oshkosh. Upon receiving a letter of intent from Annex, the general contractor, to enter into a contract, Skyrise blocked the project on its calendar and declined other work. Skyrise delayed returning the actual proposed contract for two months. Amex rejected Skyrise’s subsequent proposals for a broader scope of work and a different payment plan and awarded the carpentry contract to another firm. Skyrise sued for breach of contract, promissory estoppel, negligent misrepresentation, violation of the Illinois Consumer Fraud and Deceptive Business Practices Act, and violation of the Wisconsin Deceptive Trade Practices Act.The Seventh Circuit affirmed summary judgment in favor of the defendants. Although the parties signed various proposals during their negotiations, no contract formed. The undisputed, objective evidence demonstrates that both parties intended for their relationship to be governed by a detailed contract that remained under review until Skyrise ultimately rejected that contract by making material alterations. Skyrise knew or should have known, that the negotiations could fall apart before the parties entered into a binding agreement. Annex never represented to Skyrise that it had the framing subcontract. View "Skyrise Construction Group LLC v. Annex Construction LLC" on Justia Law

North Edwards Water District (the District) selected Clark Bros., Inc. (Clark) as its general or direct contractor on a public works project to build an arsenic removal water treatment plant. Clark hired subcontractor Crosno Construction (Crosno) to build and coat two steel reservoir tanks. The subcontract contained a "pay-when-paid" provision that stated Clark would pay Crosno within a reasonable time of receiving payments from the District, but that this reasonable time "in no event shall be less than the time Contractor and Subcontractor require to pursue to conclusion their legal remedies against Owner or other responsible party to obtain payment . . . ." After Crosno completed most of its work, a dispute arose between the District and Clark halting the project. As Clark sued the District, Crosno sought to recover payments owed under the public works payment bond that Clark had obtained for the project. The issue this case presented for the Court of Appeal's review involved Crosno's claim against the bond surety, Travelers Casualty and Surety Company of America (Travelers). At issue was whether the pay-when-paid provision in Crosno's subcontract precluded Crosno from recovering under the payment bond while Clark's lawsuit against the District was pending. Relying on Wm. R. Clarke Corp. v. Safeco Ins. Co., 15 Cal.4th 882 (1997), the trial court found the pay-when-paid provision here unenforceable because it affected or impaired Crosno's payment bond rights in violation of Civil Code section 8122. With the facts largely undisputed, the court granted Crosno's motion for summary judgment and entered judgment in its favor for principal due plus prejudgment interest. Travelers argued the trial court misconstrued Wm. R. Clarke and erred in failing to enforce the pay-when-paid provision against the bond claim. After carefully considering the parties' arguments, the Court of Appeal agreed with the trial court's analysis and affirmed. View "Crosno Construction, Inc. v. Travelers Casualty etc." on Justia Law

In this insurance dispute over whether an insurer's payment of an appraisal award obtained under a unilateral appraisal clause bars an insured's claims under the Texas Prompt Payment of Claims Act (TPPCA), Tex. Ins. Code chapter 542 the Supreme Court reversed the judgment of the court of appeals concluding that Insured's claims were barred, holding that Insured's claims should be considered in light of this Court's recent decisions on these issues.After Insurer declined to pay for damage to Insured's properties Insured asked to invoke the policy's appraisal process. Insurer refused, asserting that it was the only party that could invoke appraisal under the unilateral appraisal clause. Insured sued Insurer alleging claims for breach of contract, bad faith, and violations of the TPPCA. Insurer then obtained an order compelling appraisal. After Insurer paid the appraisal award the trial court granted summary judgment for Insurer. The court of appeals affirmed. The Supreme Court reversed, holding that remand was required for the trial court to consider Insured's claims in light of Barbara Technologies Corp. v. State Farm Lloyds, 589 S.W.3d 806 (Tex. 2019), and Ortiz v. State Farm Lloyds, 589 S.W.3d 127 (Tex. 2019). View "Biasatti v. GuideOne National Insurance Co." on Justia Law

In this dispute between a secured lender (Bank) and a grain elevator (Elevator) the Supreme Court reversed in part the district court's judgment in favor of the Bank, holding that the district court erred by applying the discovery rule but otherwise did not err.The Bank filed this civil action alleging damages for drying and storage charges withheld in a three-year period. The Bank asserted that the Elevator had a junior interest to the Bank's prior perfected security interests. The Elevator asserted affirmative defenses of, among other things, failure to state a claim and unjust enrichment. The district court granted the Bank's motion for summary judgment and denied the Elevator's motion for summary judgment. The Supreme Court affirmed in part and reversed in part, holding that the district court (1) correctly applied the two-year limitation period in Iowa Code 614.1(10), which barred the Bank's claims filed more than two years from the date of sale of goods subject to its perfected security interest; (2) erred by applying the discovery rule allowing the Bank to recover on transactions that occurred more than two years before it filed its civil action; and (3) correctly ruled that the Bank's prior perfected security interest trumped the Elevator's claim for storage and drying costs. View "MidWestOne Bank v. Heartland Co-op" on Justia Law

Michael Montgomery, an employee of Taylor Construction working as a truck dispatcher, called Superior Mat Company to rent mats for Taylor Construction’s use. From June 9, 2017, to June 27, 2017, Taylor employees drove to Superior’s location in Covington County and picked up more than seven hundred mats. When Taylor returned the mats, Superior alleged that many were in varying degrees of dirtiness, or in some cases, damaged beyond repair. Taylor paid Superior for the mats until Superior additionally billed Taylor for the mats Taylor did not return. Taylor later stopped payment on all invoices from Superior. Superior filed suit against Taylor in Covington County Circuit Court, alleging breach of contract, open account, quantum meruit, and bad-faith breach of contract. Taylor filed its answer along with a motion to transfer venue under Rule 82(d). After hearing arguments, the circuit court denied Taylor's motion. Taylor appealed. The Mississippi Supreme Court affirmed, finding the record demonstrated credible evidence that substantial events or acts occurred in Covington County. View "Taylor Construction Company, Inc. v. Superior Mat Company, Inc." on Justia Law

This case involved a dispute over the return of earnest money following termination of an agreement to purchase a storage facility between River Range, LLC, (River Range), the buyer, and Citadel Storage, LLC, (Citadel), the seller. Following River Range’s termination of the agreement, River Range demanded the return of its earnest money. Citadel refused, arguing that the deadline for the return of the earnest money had passed. The district court granted summary judgment in favor of Citadel. River Range appealed, arguing that the district court erred in holding that: (1) the agreement was unambiguous and an addendum eliminated River Range’s right to have the earnest money refunded after a certain date; (2) River Range waived its right to terminate the agreement when it did not exercise the right to terminate the agreement by the due diligence deadline; and (3) Citadel did not breach the duty of good faith and fair dealing. Finding no reversible error, the Idaho Supreme Court affirmed. View "River Range v. Citadel Storage" on Justia Law

Restore was asked to mitigate and repair significant fire damage at Proviso East High School, having provided similar service to the District in the past. The District’s customary practice when contracting for repair and payment of losses covered by insurance was to proceed without a recorded vote of its Board. The fire loss was covered by insurance. The District’s superintendent executed contracts with Restore.The District was subject to the School District Financial Oversight Panel (FOP) and Emergency Financial Assistance Law (105 ILCS 5/1B-1) and the Financial Oversight Panel Law (105 ILCS 5/1H-1). The FOP’s chief fiscal officer attended construction meetings and approved numerous subcontracts, quotations, bids, sales orders, change orders, and invoices. Although there was no recorded vote, “a majority of the Proviso Board knew and informally approved" the work. Restore was paid by the insurers for all but $1,428,000. Restore sued, seeking recovery from the District based on quantum meruit. The District argued that it had no obligation to pay because the contracts had not been let out for bid and approved by a majority vote as required by the School Code (105 ILCS 5/1-1).The Illinois Supreme Court affirmed the reinstatement of the case following dismissal. The failure of a governmental unit to comply with required contracting methods is not fatal to a plaintiff’s right to recover based on quasi-contract or implied contract principles. The Board was subject to the FOP; the FOP was fully apprised of and approved the work. Any misconduct was on the part of the Board; allowing Restore to recover presents no “risk of a raid on the public treasury.” View "Restore Construction Co., Inc. v. Board of Education of Proviso Township High Schools District 209" on Justia Law

Expo Properties owns an office complex in which they leased to Experient. When the lease term ended, the parties dispute the condition the premises should be in when defendant vacated, and who should pay for any work to put the premises into that condition.The Fourth Circuit affirmed the district court's grant of summary judgment to Experient, holding that the Estoppel Certificate did not satisfy the requirements of Maryland contract law for modification of a contract. Therefore, contrary to Expo Properties' contention, the Estoppel Certificate did not modify the Lease under Maryland law. Furthermore, the Lease unambiguously does not allocate all costs for all maintenance and repairs, no matter what, to the tenant. Consequently, the district court properly held that Expo Properties' parol evidence was inadmissible. View "Expo Properties, LLC v. Experient, Inc." on Justia Law

The First Circuit affirmed the district court's dismissal of the complaint in this case for want of jurisdiction, holding that personal jurisdiction could not constitutionally be exercised over Defendant in Massachusetts.Defendant was an education institution incorporated in Alabama having its principal place of business there. Plaintiff, who had enrolled in Defendant's doctoral program in sports management, sued Defendant in a Massachusetts state court alleging breach of contract, unfair and deceptive business practices, unjust enrichment, and fraudulent inducement. Defendant removed the case to the federal district court then moved to dismiss the complaint for want of personal jurisdiction. The district court granted the motion, concluding that the court lacked general and specific jurisdiction over Defendant. The First Circuit affirmed, holding that the district court appropriately determined that neither general jurisdiction nor specific jurisdiction may constitutionally be exercised over Defendant in Massachusetts. View "Chen v. United States Sports Academy, Inc." on Justia Law

At issue in this appeal before the Idaho Supreme Court was the doctrine of successor liability and its applicability to a business known as “Fatty’s Bar” (“Fatty’s”). Tons of Fun, LLC opened Fatty’s in October 2010 and a short time later its manager, Clay Roman, signed a textile services agreement with Alsco, Inc. The Agreement contained an automatic renewal clause, by which the Agreement would renew automatically for a period of 60 months if neither party terminated it in writing at least 90 days before its initial expiration. Fatty’s fell on difficult financial times, and closed for a period in January 2013. Soon after, Steven and Jennifer Masonheimer created a limited liability company called Fatty’s Bar, LLC, and re-opened Fatty’s in mid-February, 2013, continuing to receive textiles from Alsco. The Agreement automatically renewed in March 2016. In March 2017, Fatty’s Bar, LLC terminated the Agreement, well before the 60-month term was set to expire. Alsco then sued Fatty’s Bar, LLC and Clay Roman, seeking damages based on a liquidated damages provision in the Agreement. After a court trial, the district court held that both Fatty’s Bar, LLC and Roman, were jointly and severally liable to Alsco for damages under a liquidated damages clause that was also in the Agreement. Fatty’s Bar, LLC appealed. Finding no reversible error, the Idaho Supreme Court affirmed. View "Alsco v. Fatty's Bar" on Justia Law