Justia Contracts Opinion Summaries

The adult children and heirs of songwriter Terry Gilkyson, a member of the band The Easy Riders, filed suit against Disney, alleging that Disney had breached its contractual obligation to pay royalties in connection with the licensing or other disposition of the mechanical reproduction rights to Gilkyson’s songs. The trial court dismissed the lawsuit after sustaining Disney’s demurrer to the first amended complaint without leave to amend, ruling the Gilkyson heirs’ causes of action were barred by the applicable statutes of limitations. The court concluded that the trial court erred in sustaining the demurrer pursuant to the statute-of-limitations bar where the continuous doctrine applies to plaintiffs' contract claims. In this case, Disney’s obligation to pay royalties based on its licensing or other disposition of the mechanical reproduction rights to Gilkyson’s songs was unquestionably a continuing one. While portions of the Gilkyson heirs’ contract claim are undoubtedly time-barred, the action is timely as to those breaches occurring within the four-year limitations period preceding the filing of the original lawsuit. Accordingly, the court reversed and remanded with directions. View "Gilkyson v. Disney Enter." on Justia Law

In appeal no. 1140870, Southern Cleaning Service, Inc. ("SCSI"), appealed the grant of summary judgment in favor of Essex Insurance Company and Genesee General Agency, Inc. on SCSI's claims stemming from Essex's refusal to provide SCSI coverage under a commercial general-liability policy ("the Essex policy") based on the alleged failure to timely notify Essex of the facts leading to the claim for coverage. In appeal no. 1140918, the insurance defendants cross-appeal the trial court's denial of their requests for costs. In August 2006, Winn-Dixie Montgomery, LLC ("Winn-Dixie"), entered into a contract with SCSI that obligated SCSI to provide floor-care and general janitorial services to multiple Winn-Dixie grocery stores in central Alabama. In 2011, a store customer allegedly slipped and fell on a wet floor, and sued. Winn-Dixie sought indemnification from SCSI. SCSI sought indemnification from Phase II, one of its cleaning subcontractors. Phase II, SCSI, and Winn-Dixie again asked Essex to provide them with a defense and indemnity under the terms of the Essex policy; however, their requests were denied. With regard to appeal no. 1140870, the Supreme Court concluded that the summary judgment entered in favor of the insurance defendants should have been reversed because there was a genuine issue of material fact as to who among the insurance defendants acted under the doctrine of apparent authority to settle the Winn Dixie customer's slip and fall claim. The Court pretermitted all discussion of the other grounds for reversal SCSI offered. Because the insurance defendants would have been entitled to the costs they seek in appeal no. 1140918 only if there was a final judgment in their favor, that appeal was dismissed as moot. View "Essex Insurance Co. v. Southern Cleaning Service, Inc." on Justia Law

Hoover General Contractors – Homewood, Inc. ("HGCH"), appealed a circuit court order denying its motion to compel arbitration of its dispute with Gary Key regarding work performed by HGCH on Key's house in Jasper after that house was damaged by a fire. Six months after Key sued HGCH asserting claims stemming from HGCH's work rebuilding Key's house after a fire, HGCH moved the trial court to compel Key to arbitrate those claims pursuant to an arbitration clause in the contract Key had entered into with HGCH. The trial court denied HGCH's motion to compel; however, that denial was error because Key failed to establish through substantial evidence that HGCH had waived its right to arbitration by substantially invoking the litigation process. Accordingly, the order entered by the trial court denying HGCH's motion to compel arbitration was reversed by the Supreme Court and the case remanded for the trial court to enter a new order compelling Key to arbitrate his claims ursuant to the terms of his contract with HGCH. View "Hoover General Contractors - Homewood, Inc. v. Key" on Justia Law

Defendant was a general contractor that builds “spec” houses (houses built without pre-existing construction contracts in anticipation of eventual sale to the public). On May 30, 2000, defendant and plaintiff entered into a purchase and sale agreement for a house. Although most of the construction had been completed, the agreement specified that defendant would make changes to the interior of the house. Specifically, defendant agreed to upgrade some of the flooring, install an air conditioning unit, and install a gas dryer in the laundry room. After defendant made those changes and the parties conducted a walk-through inspection, the sale closed on July 12, 2000. The primary question in this construction defect case was which of two statutes of repose applied when a buyer enters into a purchase and sale agreement to buy an existing home. Although each statute provided for a 10-year period of repose, the two periods of repose ran from different dates. One runs from “the date of the act or omission complained of;” the other ran from the date that construction is “substantial[ly] complet[e].” In this case, the trial court found that plaintiff filed her action more than 10 years after “the date of the act or omission complained of” but less than 10 years after the construction was “substantial[ly] complet[e].” The trial court ruled that the first statute, ORS 12.115(1), applied and accordingly entered judgment in defendant’s favor. The Court of Appeals affirmed. After review of the parties' arguments on appeal, the Supreme Court found no reversible error in the Court of Appeals' decision and affirmed. View "Shell v. Schollander Companies, Inc." on Justia Law

After a jury-waived trial, the trial justice entered judgment in favor of Defendant on Plaintiff’s breach of contract claim. The justice also entered judgment in favor of Defendant on his counterclaim for conversion. Plaintiff appealed the adverse rulings and also appealed the denial of her post-trial motion for relief from the superior court judgment, which motion invoked Rule 60(b) of the Superior Court Rules of Civil Procedure. The Supreme Court affirmed the judgment of the superior court, holding that the trial justice did not err in (1) determining that there was no contract; (2) finding in Defendant’s favor on his conversion counterclaim; and (3) dismissing Plaintiff’s Rule 60(b) motion. View "Turdo v. Main" on Justia Law

This three-way dispute between Link Development, LLC (Link), BD Lending Trust (BD), and RFF Family Partnership LP (RFF) stemmed from an unauthorized conveyance of a mortgage to BD on commercial property in Massachusetts, then owned by Link and now owned by RFF. Previous litigation resulted in settlement agreements between Link and BD and between RFF and BD. In this appeal, RFF challenged (1) the district court’s entry of summary judgment for Link and against RFF on RFF’s claims regarding the validity of the BD mortgage on the grounds that RFF was judicially estopped from challenging the validity of the mortgage, and (2) the court’s decision to exclude attorneys’ fees from damages that BD owed RFF for breach of the settlement agreement between RFF and BD, and the court’s refusal to enter judgment as a matter of law in favor of RFF on contract damages. The First Circuit (1) vacated the entry of summary judgment on RFF’s claims pertaining to the validity of the BD mortgage, holding that the district court abused its discretion in applying judicial estoppel; and (2) affirmed the district court’s decisions related to contract damages and the court’s award of attorneys’ fees under Chapter 93A of the Massachusetts General Laws. View "RFF Family Partnership, LP v. Link Dev., LLC" on Justia Law

Linda Davis and Matthew Davis executed a property settlement agreement prior to their divorce providing that Matthew maintain his life insurance policy and keep Linda as the beneficiary. The decree of dissolution entered by the circuit court failed to incorporate the agreement. The omission went unnoticed until after Matthew died. Prior to his death, Matthew changed the beneficiary on his life insurance policy to Karen Davis, his then-wife. Linda, upon learning of Matthew’s death, filed a proof of claim against his estate, alleging breach of the agreement. Karen, as executrix of Matthew’s estate, denied the claim. Karen then filed this action seeking the policy proceeds. Linda intervened as a third party plaintiff. The circuit court ruled against Linda. The court of appeals affirmed, holding that Ky. Rev. Stat. 403.180(4) essentially voided the agreement. The Supreme Court reversed, holding that a settlement agreement involving property division that was not incorporated or referenced in the final decree of dissolution may be enforced through an independent contract action. View "Davis v. Davis" on Justia Law

Jessie and Annie Bullock were residents of Courtyard Gardens, a nursing-home facility. Linda Gulley, the Bullocks’ daughter, entered admission agreements and optional arbitration agreements on behalf of each parent. After Jessie died, Malinda Arnold, as personal representative of Jessie’s estate and as attorney-in-fact of Annie, filed a complaint against Courtyard Gardens, alleging, inter alia, negligence and medical malpractice. Courtyard Gardens moved to dismiss the complaint and compel arbitration. The circuit court denied the motion to compel arbitration, concluding that the arbitration agreement was impossible to perform because it selected the National Arbitration Forum (NAF) to serve as arbitrator, and the NAF was no longer in business. The Supreme Court reversed, holding (1) the NAF term was merely an ancillary logistical concern and was severable; and (2) therefore, the circuit court erred in denying Courtyard Gardens’ motion to compel arbitration based on impossibility of performance. View "Courtyard Gardens Health & Rehab. LLC v. Arnold" on Justia Law

Church entered into an engineering contract with Civil Engineer (Engineer) to design site plans for a rain tank system. Church entered into a contract with General Contractor (GC) for the construction of the rain tank. After GC installed the rain tank, the tank collapsed. Engineer designed and GC installed a different storm water management system, but Church refused to pay GC for installing the new storm water system. GC sued Church for payment, and Church counterclaimed against GC for breach of contract. Church filed a third-party claim against Engineer for repair and replacement costs it was found to owe GC because of the rain tank collapse. Church filed a separate suit against Engineer. The circuit court concluded that the rain tank collapse was the failure of Engineer, entered judgment for GC on its claims against Church, and awarded Church damages for delay and other damages associated with removing and replacing the rain tank. Engineer appealed. The Supreme Court (1) affirmed the judgment of the circuit court finding Church’s claims timely and Engineer liable on Church’s breach of contract claims; and (2) reversed the circuit court’s judgment granting Church damages in the form of construction loan interest that was not incurred as a result of the breach of contract. Remanded. View "William H. Gordon Assocs. v. Heritage Fellowship, United Church of Christ" on Justia Law

Plaintiffs James Jordan, Sara Jordan Muschamp, and William Jordan (as representative of the estate of Emma K. Jordan, deceased) sued the Thomas Jefferson Foundation, Inc. ("TJF") for: (1) misrepresentation; (2) "slander, libel, and trade infringement"; (3) fraud; (4) wantonness; (5) suppression; (6) negligence; (7) breach of contract; and (8) tortious interference with business relations. TJF was a nonprofit organization that owned and curated a museum in Monticello, the historic home of Thomas Jefferson. In 1957, Juliet Cantrell lent TJF a "filing press" for display at Monticello. Cantrell passed away in 1976 and bequeathed the filing press, which was then on loan to TJF, and the dressing table to Emma. In 1977, Emma lent TJF the dressing table for use in the museum. Certain "loan agreements" were executed with TJF when the furniture was lent to TJF, and there were subsequent loan agreements executed by Emma, James, and Sara. The loan agreements were silent as to whether TJF had the authority to perform any "conservation" work on the furniture without first obtaining permission from plaintiffs. In November 2007, plaintiffs removed the furniture from Monticello and shipped it to Sotheby's in New York with the intent to sell it. Sotheby's "research consultants" questioned the authenticity of the dressing table, and determined that the filing press was not in sufficiently original condition to be offered for bid. Sotheby's declined to place either piece of furniture for sale at auction; according to plaintiffs, Sotheby's found that the value of the dressing table had been "destroyed" and that the filing press then had a market value of $20,000 to $30,000, whereas "its fair market value would be around $4 million" had TFJ not performed conversation work on it. Only the claims (6), (7), and (8) above were presented to the jury; the remaining claims were disposed of before the case went to the jury. The jury returned a verdict in favor of TJF on all three counts, and the trial court entered a judgment on the jury's verdict. Plaintiffs filed a motion for a new trial, arguing, in pertinent part, that TJF did not disclose that it had insurance and that, therefore, "the venire was not properly qualified as to insurance." The trial court granted plaintiffs' motion. TJF appealed, arguing, among other things, that the trial court erred in granting plaintiffs' motion for a new trial. After review, the Alabama Supreme Court reversed the trial court's judgment insofar as it granted the plaintiffs' motion for a new trial, and affirmed the trial court's judgment insofar as it granted TJF's motion for a JML on the plaintiffs' suppression claim. View "Thomas Jefferson Foundation, Inc. v. Jordan" on Justia Law