Justia Contracts Opinion Summaries

Seller entered into a purchase agreement with Buyer for the sale of certain equipment. The purchase agreement included an arbitration clause. Buyer eventually assigned its assets for the benefit of creditors to Assignee. Assignee sold Buyer’s tangible assets but retained choses in action. Assignee later brought a complaint in arbitration seeking damages for breach of the purchase agreement. The arbitrator concluded that Assignee had standing to bring the action and that the purchase agreement conferred jurisdiction upon him to hear the matter. Seller then brought this action seeking to enjoin the arbitration. The Court of Chancery dismissed this matter for lack of subject matter jurisdiction, concluding that a complete contractual remedy existed in arbitration. View "CVD Equip. Corp. v. Dev. Specialists, Inc." on Justia Law

This appeal arose out of a district court’s decision to affirm a magistrate court’s order granting Michelle Campbell relief on her breach of contract claim. This case stemmed from an employment offer Parkway Surgery Center, LLC made to Campbell. The offer included assurances that Parkway would “take care of” a loan Campbell had with her previous employer, Bingham Memorial Hospital (BMH). When Parkway refused to pay the obligation as promised, Campbell filed suit for a breach of contract. Following a bench trial, the magistrate court ruled in favor of Campbell and awarded her damages in the amount of the loan plus interest. Parkway appealed to the district court, which affirmed the magistrate’s order, but remanded to the magistrate court to reform the judgment to grant Campbell specific performance. Parkway appealed to the Idaho Supreme Court. On appeal, Parkway raised several arguments, including that the district court erred when it: (1) affirmed the magistrate court’s order; (2) determined Campbell was entitled to specific performance; (3) determined the statute of frauds did not apply in this case; and (4) awarded attorney fees to Campbell. Upon review, the Supreme Court concluded the trial court erred in reforming the magistrate court's judgment to grant Campbell specific performance. The court affirmed the district court in all other respects. The case was remanded for further proceedings. View "Campbell v. Parkway Surgery" on Justia Law

In 2006 and 2007, Respondent lent Petitioners, a group of real estate investors, over $170,000. When the real estate bubble burst the next year, Petitioners defaulted on the loans. Following more than a year of pretrial litigation, the district court entered default judgment against Petitioners because of their repeated failure to meet discovery deadlines. Petitioners appealed, arguing that their discovery failures did not merit the sanction of default and that the default judgment could not be entered on some claims because Respondent’s complaint had not alleged sufficient facts to support relief. The court of appeals affirmed, concluding that the district court did not abuse its discretion in entering default judgment. The court refused to consider the second set of arguments because they had not been preserved. The Supreme Court affirmed, holding (1) the district court did not abuse its discretion in entering default; and (2) the court of appeals correctly determined that it should not consider the issue of the complaint’s legal sufficiency because that issue had not been preserved. View "Fu v. Rhodes" on Justia Law

Trovare sought to purchase an affiliated group of family-owned companies. The parties executed a Letter of Intent that included a provision requiring the companies, if they terminated negotiations in writing before a certain date, to pay Trovare a breakup fee of $200,000. Trovare demanded that fee more than a month before the termination date, claiming that the companies intentionally scuttled the deal before the termination date, and then engaged in sham “negotiations” to avoid paying the breakup fee. The companies never sent written notice of termination. Following a remand, the district court concluded and the Seventh Circuit affirmed that the companies had not terminated negotiations before the termination date, and that Trovare was therefore not entitled to the breakup fee. View "Trovare Capital Grp., LLC v. Simkins Indus., Inc." on Justia Law

Martha and Mario Madrigal sued the City of Mesa. After the case was settled by the Madrigals’ second attorney, Raymond Slomski, the Madrigals’ first attorney, Edward Fitzhugh, assigned his rights under the parties’ contingent fee agreement to Al Carranza. Carranza later sued the Madrigals (“the fee-collection action”). The Madrigals subsequently divorced pursuant to a decree that allocated the remaining funds from the as-yet-unresolved fee-collection action. Mario and Carranza then entered into a settlement agreement that called for a portion of the disputed funds to be released to Mario and Carranza. The superior court approved the agreement. Slomski filed an interpleader action contesting the settlement. Thereafter, Martha successfully moved to set aside the order approving the settlement. Carranza then moved to substitute Fitzhugh as the real party in interest in both the fee-collection action and the interpleader action. The superior court denied the substitution request and court granted summary judgment in favor of Martha in the fee-collection action. The court of appeals affirmed summary judgment but reversed the denial of Carranza’s motion to substitute in the fee-collection action. The Supreme Court vacated in part, holding that the trial court did not abuse its discretion in denying the motions to substitute. View "Carranza v. Madrigal" on Justia Law

Bulgarelli’s 36-foot boat ran aground on Lake St. Clair. Bulgarelli contacted a tow service, which dispatched a salvage vessel commanded by Captain Leslie. Leslie claims that he quoted the price of $250 per foot of length. Bulgarelli insists that the quoted price was $1,000–$1,200, and that Leslie assured him that insurance would pay. Bulgarelli signed the contract, which did not include a printed price, but has “$250.00 FT” scrawled in its bottom margin. Bulgarelli claims that handwriting was not present when he signed the paper and Leslie had exclusive possession of the sole copy of the contract. Calling this a “hard” grounding in high winds and very rough waters, Leslie claimed that the work took 29 minutes. Bulgarelli and a corroborating witness stated that the wind and water were calm, and that Leslie pulled the vessel free in less than 10 minutes. The tow company sought enforcement of a maritime lien. Bulgarelli counterclaimed for fraud, innocent misrepresentation, and reformation. Finding Bulgarelli and his corroborating witness credible, while finding Leslie not credible, the court made a finding that Leslie had quoted the price of $1,000–$1,200, intending to bill Bulgarelli’s insurance company for $9,000, and added the handwritten margin note after Bulgarelli signed the contract. The Sixth Circuit affirmed. View "St. Clair Marine Salvage, Inc. v. Bulgarelli" on Justia Law

Elderberry filed suit in the Western District of Virginia alleging breach of a lease for a skilled nursing facility against Living Centers, FMSC, and Continium, and breach of a guaranty contract against Mariner. Separately, in the Northern District of Georgia, Mariner filed a declaratory judgment action against Elderberry, seeking a declaration that it had no obligations under the guaranty. The two actions were consolidated in the Western District of Virginia. The district court denied the parties’ cross motions for summary judgment but held that the guaranty was enforceable against Mariner. The district court entered judgment in favor of Elderberry on all counts and found defendants jointly and severally liable for accrued and future damages, plus pre- and post-judgment interest. The court held that Elderberry lost its right to rent that accrued after it terminated the lease on August 24, 2012; Elderberry is, however, entitled to any rent that accrued prior to termination of the lease; and Elderberry is entitled to non-rent damages that accrued prior to termination of the lease. Given the Georgia Supreme Court’s most recent pronouncement on that state’s statute of frauds, combined with Georgia’s parol evidence rule, the court held that the guaranty satisfies the Georgia statue of frauds. Accordingly, the court affirmed in part, vacated in part, and remanded with instructions. View "Elderberry of Weber City, LLC v. Living Centers - Southeast" on Justia Law

In 1997, Quality Cleaning Products (QCP) entered into a distribution agreement with SCA Tissue North America (SCA) that designated QCP as a non-exclusive, authorized Puerto Rican distributor and wholesaler of SCA’s “Tork” brand product line. QCP claimed that SCA breached that agreement in 2001. In 2012, QCP filed this breach of contract action. The district court dismissed the action as time barred under the relevant three-year statute of limitations. The First Circuit affirmed after applying Puerto Rico’s statute of limitations and accrual rules, holding that QCP’s claim accrued in 2001, and thus the three-year statute of limitations had been far exceeded. View "Quality Cleaning Prods. R.C., Inc. v. SCA Tissue of N.A." on Justia Law

Plaintiff sued Defendants for breach of contract and related claims. Defendants failed to file a responsive pleading, and the clerk entered Defendants’ default. The court then entered a default judgment. Defendants filed an application for relief from default under Cal. Civ. Proc. Code 473(b) based on their attorney’s “sworn affidavit attesting to his or her mistake, inadvertence, surprise, or neglect.” The superior court denied the motion. Thereafter, Defendants filed a renewed application for relief from default. Accompaying both applications were affidavits submitted by Defendants’ attorney explaining his reasons for the default. Although Defendants had not satisfied the requirements of Cal. Civ. Proc. Code 1008, the superior court granted their renewed application for relief from default, concluding that section Cal. Code Civ. P. 473(b) takes precedence over section 1008, and relief under section 473(b) based on an attorney’s affidavit of fault is mandatory where no part of the fault is shown to be attributable to the attorney’s clients. The court of appeal reversed, concluding that Defendants’ failure to comply with section 1008 required the trial court to reject their renewed application for relief from default. The Supreme Court affirmed, holding (1) section 1008 governs renewed applications under section 473(b) for relief from default; and (2) Defendants’ renewed application did not satisfy section 1008. View "Even Zohar Constr. & Remodeling v. Bellaire Townhouses" on Justia Law

Appellant Mike Von Jones arranged to hunt big game in Zimbabwe, Africa, with HHK Safaris (Pvt) Ltd. Jones went on the hunt and received an invoice for $26,040.00 from Respondent Safaris Unlimited LLC. Jones refused to pay Safaris Unlimited for the hunt. Safaris Unlimited filed a suit for breach of contract. Jones responded that he arranged and engaged in the hunt with HHK, not Safaris Unlimited, and therefore he had no contractual relationship with Safaris Unlimited for payment. He further alleged that he was entitled to offset any amount owed for the hunt with the value of certain trophy items from the hunt and an earlier hunt. Safaris Unlimited moved for summary judgment. The district court granted its motion and entered judgment in favor of Safaris Unlimited. Jones appealed. Upon review, the Supreme Court found that Safaris Unlimited operated as a broker or booking agent for HHK. Other than the actual hunting services provided by HHK, Safaris Unlimited coordinated and assisted on all details of the hunt, such as accommodations, transportation, and permits. The Court concluded that it was improper for the trial court to have granted summary judgment in favor of Safaris Unlimited because whether there was a contract at the heart of this matter was a genuine issue of material fact. The Court therefore vacated and remanded for further proceedings. View "Safaris Unlimited v. Jones" on Justia Law