Justia Contracts Opinion Summaries

This case arose from a dispute over the adequacy of concrete work Nordic PCL Construction, Inc. performed on a condominium construction project as a subcontractor to LPIHGC, LLC. The parties proceeded to arbitration. An arbitrator selected by the parties issued an arbitration award in favor of LPIHGC. LPIHGC moved to confirm, and Nordic moved to vacate, the arbitration award. The circuit court denied the motion to vacate and granted the motion to confirm. The Intermediate Court of Appeals (ICA) vacated the arbitration award on the grounds that the arbitrator failed to disclose various relationships with the law firms of LPIHGC’s attorneys. The Supreme Court vacated the ICA’s judgment on appeal and the circuit court’s final judgment, thereby vacating the associated orders granting LPIHGC’s motion to confirm the arbitration award and denying Nordic’s motion to vacate the arbitration award, holding that because the factual and/or legal bases upon which the circuit court denied the motion to vacate were unascertainable, the Supreme Court was unable to appropriately review the circuit court’s ruling. Remanded for an evidentiary hearing and entry of findings of fact and conclusions of law on Nordic’s motion to vacate. View "In re Arbitration of Nordic PCL Constr., Inc. v. LIPHGC, LLC" on Justia Law

Darbun filed suit against Mission for breach of a lease agreement, seeking damages and specific performance. In the published portion of the opinion, the court held that, in cases involving mixed issues of equity and law, a trial court may not act as a factfinder on issues it specifically reserves for jury determination. Here, in granting judgment notwithstanding the verdict (JNOV), the trial court improperly transformed its equitable finding of unenforceability as to specific performance into a finding of unenforceability as to the legal issue of damages. In the unpublished portion of the opinion, the court concluded that there was substantial evidence to support the verdict. Accordingly, the court reversed and remanded for further proceedings. View "Darbun Enter., Inc. v. San Fernando Comm. Hosp." on Justia Law

Shortly after plaintiff John Ross signed a contract to sell his home, he learned of contamination on his property as a result of a leak that previously existed in an underground oil storage tank located on a neighboring property. The prospective purchaser then cancelled the contract, and plaintiffs commenced suit against the current and former owners of the neighboring property, and their respective insurers. After the insurers remediated the contamination on the property, the lawsuit proceeded on the claims for damages against all defendants on theories of negligence, strict liability, private nuisance and trespass, as well as violations of the Spill Compensation and Control Act. In this appeal, the issue presented for the Supreme Court's review centered on whether plaintiffs' claims were properly dismissed, and whether plaintiffs could maintain claims as third-party beneficiaries against the insurers which provided coverage to the former owner of the neighboring property where the underground storage tank was located. The Court found no basis for the claims of private nuisance or trespass against the homeowner defendants because there was no proof of negligence, recklessness, intentional conduct, or the conduct of an abnormally dangerous activity, by these parties. Additionally, the Court declined to expand these causes of action to impose strict liability upon defendants. Plaintiffs could not proceed with a direct claim against the defendant insurers for breach of the implied covenant of good faith and fair dealing contained in the insurance contracts because they did not hold an assignment of rights from the named insured, and there was no evidence that the named insured or her insurers agreed to recognize plaintiffs as third-party beneficiaries of the insurance contracts. View "Ross v. Lowitz" on Justia Law

Burlington purchased more than $8 million worth of cast vinyl film products from Ritrama to manufacture graphic decals for customers in the recreational vehicle (RV) industry. No later than early 2008, Burlington reported to Ritrama that RV owners were experiencing issues with the graphics. In September, 2008, Burlington sent Ritrama a spreadsheet detailing three claims for monetary damages based on the product failures, which totaled $53,219.37. The companies discussed settlement. In early 2009, Ritrama purchased a commercial general liability insurance policy from Gerling that provided coverage for claims made between March 31, 2009, and March 31, 2010. The policy did not define “claim.” On July 17, 2009, Ritrama advised its insurance agent of its issues with Burlington. The insurance agent sent a "notice of occurrence" to Gerling. Ritrama claims that the notice was not an acknowledgment of a claim, but merely a notification of a "customer having problems." Ritrama failed to meet Burlington's demands. The Eighth Circuit affirmed summary judgment in favor of Gerling. Burlington demanded money in 2008 and, before inception of the Policy, Ritrama attempted to settle existing and future claims for damages based on the RV adhesive issues. Although these communications did not involve an attorney or expressly refer to litigation, Burlington clearly demanded compensation. View "Ritrama, Inc. v. HDI-Gerling Am. Ins. Co." on Justia Law

The Schmidts operate a farm Worthington, Minnesota. Madison hosted a sleepover party at the family farm to celebrate her twelfth birthday. A guest, 10-year old Alyssa, was driving the Schmidts' ATV around the property when the ATV struck a tree. Alyssa died as a result of the accident. The Schmidts tendered defense of a wrongful death action to Grinnell under their farm policy, which provided $300,000 in coverage. Grinnell initially informed the Schmidts the policy appeared to provide coverage, but reserved its right to dispute coverage and sought a declaratory judgment. The wrongful death action settled for $462,500. Both parties agree the coverage dispute turns on whether Jerome or Kelly – the named insureds – gave Alyssa "express permission" to operate the ATV within the meaning of an exclusion contained in the Select Recreational Vehicle Limited Liability Coverage endorsement. The Eight Circuit affirmed summary judgment in favor of the Schmidts. While the Schmidts observed the girls on the ATV and did not object, Alyssa never “expressly” sought permission, so her conduct did not fall within the exclusion. View "Grinnell Mut. Reinsurance v. Schmidt" on Justia Law

The Richers filed for bankruptcy. Morehead, who had invested in commercial real estate owned by a trust controlled by Richer, filed an unsecured claim for $945,000 in the proceeding. The Richers filed an adversary action claiming that Morehead’s only lawful interest in the property was to receive a share of the net proceeds of the property if and when it was sold. The bankruptcy judge, the district court, and the Seventh Circuit upheld Morehead’s claim. The 2005 “Equity Participation Agreement” provided no security for Morehead, but did give him “the sole and exclusive option to convert his Participation Interest to a Demand Note payable within one hundred eighty (180) days of conversion.” Four years later, Morehead sent Richer by certified mail, a letter purporting to convert Morehead’s participation interest to a demand note for $700,000 (plus interest), effective the day after the letter was mailed, November 25, 2009—the anniversary date. The court rejected an argument that the letter had to be mailed or otherwise communicated to them on November 25, the anniversary date, neither before nor after. The Agreement provides that “the Conversion Option is exercised on the … anniversary date,” not that communication must occur on that date. View "Richer v. Morehead" on Justia Law

Plaintiff worked for the Town of Camden for thirty-one years prior to being laid off. The collective bargaining agreement (CBA) between the police union and the Town provided for recall of qualified employees based on seniority. During the twelve-month period after Plaintiff was laid off, vacancies opened in the Camden Police Department, but the Town did not recall Plaintiff. Plaintiff and his wife brought this action under 42 U.S.C. 1983 alleging that the Town had deprived Plaintiff, without due process of law, of his property interest in his right to be recalled. The district court dismissed Plaintiff’s complaint for failure to state a claim. The First Circuit vacated the dismissal and remanded. On remand, the district court entered judgment for the Town, concluding that the CBA contained a condition precedent requiring Plaintiff to submit his address and phone number to the Town after his layoff in order to assert his recall rights and that Plaintiff did not submit such information post-layoff. The First Circuit vacated the judgment and remanded, holding that the CBA recall provision did not unambiguously create a condition precedent, and therefore, further fact-finding was necessary. View "Clukey v. Town of Camden, Maine" on Justia Law

JHM rents commercial laundry machines to Chicago-area apartment buildings. Firestone made four loans to JHM, totaling $254,114.99. JHM defaulted on each. Firestone sued. JHM filed an answer, asserting a counterclaim of promissory estoppel, alleging that after Firestone’s first two loans to JHM, Firestone vice president McAllister had represented that his company “wanted to expand [its] investment in the laundry business,” and that it “would create a $500,000 line of credit” to fund equipment purchases, which “induced JHM into purchasing equipment” that it would not otherwise have purchased and that it was unable to pay for. As a result, JHM’s equipment supplier (Maytag) refused to sell it laundry equipment, resulting in substantial losses. JMH raised affirmative defenses, including promissory estoppel and prior breach of contract. Defense counsel withdrew from the case. JMH did not obtain substitute counsel, so the court granted Firestone default judgment, on grounds that corporations are required to have legal counsel under Illinois law. The court later dismissed the counterclaims as facially implausible and entered summary judgment on a breach of guaranty claim. The Seventh Circuit vacated; the plausibiity standard does not allow a court to question or otherwise disregard nonconclusory factual allegations simply because they seem unlikely. View "Firestone Fin. Corp. v. Meyer" on Justia Law

Plaintiff filed suit against defendant, a travel company with which she booked a vacation tour, alleging negligence after one of defendant's employees sexually assaulted her during the trip. At issue was whether a hyperlink to a document containing a forum selection clause may be used to reasonably communicate that clause to a consumer. The court concluded that the forum selection clause in this case was enforceable. Therefore, the court agreed with the district court's holding that the United States was an improper forum because defendant had reasonably communicated the terms and conditions applicable to the tour, which included an enforceable forum selection clause that required plaintiff to litigate her claim in Canada. Accordingly, the court affirmed the judgment. View "Starkey v. G Adventures, Inc." on Justia Law

Defendant-Appellants Carl McCaffree, Jimmy Helvey, and Sam McCaffree (director-defendants) and the Federal Deposit Insurance Corporation (FDIC) appealed the district court's grant of summary judgment to BancInsure, Inc. BancInsure issued a Directors and Officers Liability Insurance Policy to Columbian and its parent Columbian Financial Corporation (CFC). the Kansas State Bank Commissioner declared Columbian insolvent and appointed the FDIC as receiver. By operation of law, the FDIC-R succeeded to "all rights, titles, powers, and privileges of [Columbian], and of any stockholder, member, accountholder, depositor, officer, or director" of Columbian. BancInsure received notice of potential claims the FDIC-R intended to file against the bank's officers and directors. In anticipation of such a suit, CFC and director-defendant Carl McCaffree brought suit against BancInsure seeking a declaratory judgment that the policy covered claims made after the date Columbian was declared insolvent, but before the expiration of the policy. The district court ultimately held that the policy remained in effect until May 11, 2010, relying in part on its finding that a regulatory endorsement in the policy "provide[d] coverage for actions brought by deposit insurance organizations as receivers during the policy year," which would have been meaningless if the policy terminated upon appointment of a receiver. On appeal, the Tenth Circuit sua sponte determined that no case or controversy existed at the time of the district court's judgment and remanded with instructions to vacate the judgment for lack of jurisdiction. BancInsure filed the instant action against the director-defendants in Kansas state court seeking a declaratory judgment that it owed no duty of coverage to the director-defendants for claims brought against them by the FDIC-R. The FDIC-R joined and removed the action to the federal district court in Kansas. At approximately the same time, the FDIC-R brought claims against several of Columbian's former directors and officers alleging negligence, gross negligence, and breach of fiduciary duty. The district court held that claims by the FDIC-R were unambiguously excluded by the policy's "insured v. insured" exclusion and that BancInsure was not judicially estopped from denying coverage. Finding no reversible error in that judgment, the Tenth Circuit affirmed. View "BancInsure v. FDIC" on Justia Law