Justia Contracts Opinion Summaries

Plaintiffs appealed the grant of summary judgment in favor of defendant realtor who represented the seller in the sale of an inn. Plaintiffs argued that the trial court erred in concluding that defendant's alleged misrepresentation and omission were immaterial as a matter of law. Defendant Barbara Walowit Realty, Inc. was the listing agent for the inn. The prior-prospective purchaser claims she told defendant during their conversation that she had witnessed flooding in the parking lot and had learned of "major problems with the roof and that there was a possibility of collapse." Based on statements made by defendant, and a report prepared by the seller with regard to the condition of the inn, plainitffs entered into a purchase-and-sale agreement with the seller in December 2007. The agreement contained an inspection contingency. At the recommendation of defendant, plaintiffs then hired engineers to perform a pre-purchase structural inspection of the property, and received an inspection report in late January 2008. The sale closed in May 2008. In September, after encountering various problems relating to the condition of the inn, plaintiffs sued defendant for negligence and consumer fraud for defendant's alleged misrepresentations and omissions concerning the condition of the inn. Plaintiffs and defendant filed cross-motions for summary judgment. On the claim of negligence, the trial court granted summary judgment to defendant. As to the claim of consumer fraud, the court considered, among other things, defendant's alleged failure to disclose the contents of her conversation with the prior-prospective purchaser and to disclose the estimate of roof repair costs that was in her files. The court concluded that the statements from the prior-prospective purchaser were "simply too vague and foundationless to give rise to knowledge of specific material facts that [defendant] would have a duty to disclose" under the Consumer Fraud Act. The court further concluded that defendant's failure to disclose the roof-repair estimate was not a material omission because plaintiffs "already knew the roof needed repairs" from the engineer's report, and disclosure "would have left them in the same position in which the report placed them; needing to make further inquiry." Thus, the court concluded that the estimate "cannot be considered material as a matter of law," and granted judgment to defendant. Plaintiffs appealed. Finding no reversible error in the trial court's decision with regard to the consumer protection claim, the Vermont Supreme Court affirmed. View "PH West Dover Property, LLC. v. Lalancette Engineers" on Justia Law

Kyle Kercher sued the Board of Regents at the University of Nebraska and the University of Nebraska at Omaha (collectively, “the University”), alleging that the University breached his employment contract when it removed him from his appointed professorship that he alleged was a part of his tenured appointment as a faculty member. The district court granted partial summary judgment in favor of Kercher on the issue of liability. Damages were stipulated by the parties, save for the issue of attorney fees. The University appealed the judgment against it, and Kercher cross-appealed the district court’s order awarding him attorney fees. The Supreme Court affirmed, holding that the district court properly granted Kercher’s motion for partial summary judgment and did not abuse its discretion in its award of attorney fees for Kercher. View "Kercher v. Board of Regents" on Justia Law

William Gross executed an agreement with David Fiala, Ltd. (FuturesOne) setting forth the terms of Gross’ employment with FuturesOne. The agreement contained an arbitration provision. FuturesOne later filed a complaint against Gross and three other individuals who had signed similar agreements with FuturesOne, alleging that after the defendants had resigned from FuturesOne they failed to pay amounts owed to FuturesOne and violated the agreement by competing with FuturesOne. Gross moved to compel arbitration. The district court denied the motion, concluding that the claims in this action were not subject to arbitration under the arbitration provision of the agreement. The Supreme Court reversed, holding that the district court erred as a matter of law when it failed to determine that the arbitration provision was ambiguous and to thereafter resolve the ambiguity by considering appropriate extrinsic evidence. Remanded. View "David Fiala Ltd. v. Harrison" on Justia Law

The parties in this case owned interests in certain oil and gas leases in Sublette County, Wyoming. In the underlying litigation, the district court granted a monetary judgment against Defendants for amounts due to Plaintiffs. Defendants paid the monetary judgment. Plaintiffs subsequently filed a motion to enforce judgment, claiming that Defendants were not properly accounting to them as required by the prior declaratory judgment and a net profits contract (NPC). After the district court issued its judgment, Defendants appealed the court’s decisions on the merits and its order requiring Defendants to pay attorney fees. The Supreme Court affirmed as revised, holding that the district court (1) properly assumed jurisdiction over the issues presented; (2) correctly interpreted its prior judgment and Defendants’ accounting responsibilities under the NPC; and (3) properly granted Plaintiffs’ request for attorney fees with one minor exception. View "Ultra Resources, Inc. v. Hartman" on Justia Law

Plaintiff, a resident of California, and Defendant, a resident of Michigan, worked together with a third man to develop and market an electrolyte for use in hydrogen fuel cells. When Plaintiff and the third man sold the electrolyte technology without telling Defendant, Defendant threatened to sue if he was not paid what he claimed was his one-third share of the proceeds under an oral agreement. Thereafter, Plaintiff sued Defendant in California seeking a declaration that no oral agreement existed between the parties and for damages for intentional interference with a sales contract. The district court dismissed the suit, concluding that it lacked jurisdiction over Defendant on either of the two claims. The Supreme Court affirmed, holding that because Defendant neither purposefully availed himself of the privilege of conducting activities in California nor expressly aimed his conduct at California, the district court did not err in dismissing the case for lack of personal jurisdiction. View "Picot v. Weston" on Justia Law

Plaintiffs Trilogy at Glenn Ivy Maintenance Association and various homeowners filed suit against defendant Shea Homes, Inc., and others alleging, inter alia, that Shea improperly diverted revenues from a contract that should have been paid to Association. After Shea sought and obtained judgment on the pleadings, plaintiffs filed an amended complaint, and Shea responded by moving to dismiss the amended complaint pursuant to Code of Civil Procedure section 425.16 (the anti-SLAPP, strategic lawsuit against public participation, statute). The trial court denied the motion and Shea appealed. After review, the Court of Appeal concluded the trial court correctly found Shea had not satisfied its initial burden of showing plaintiffs' claims arose from protected activity and therefore correctly denied Shea's motion to strike the complaint under the anti-SLAPP law. View "Trilogy at Glen Ivy v. Shea Homes" on Justia Law

In this case, the buyer persuaded the Superior Court to award it $15.1 million in damages when the buyer bought a 65% interest in an investment advisory firm for $25 million. The buyer’s premise was that it would not have paid $25 million but for its expectancy that it would manage seven funds for three or more years. But the majority of the assets under management at the investment advisory firm were attributable to accounts other than the seven funds. Significantly, the contract enabled the seller to terminate the buyer’s right to manage the seven funds for any reason, so long as it paid a termination fee capped at $3.5 million, and to terminate the buyer without any compensation if the seller believed its fiduciary duties required or if the buyer’s performance fell below a contractual standard. After three years, the seller could terminate the buyer as manager of the funds for any reason and owe no compensation at all. The Delaware Supreme Court reversed the Superior Court. The Supreme Court found that instead of giving effect to the parties’ contractual bargain, the Superior Court erred by implying contractual obligations on the part of the seller that were inconsistent with the contract’s express terms. This enabled the buyer to obtain in litigation benefits in excess of those potentially available under the contract, and contractual protections that the buyer had failed to obtain in negotiations. The case was remanded for a determination of what, if any, termination fee is due to the buyer because of the seller’s termination of it as manager of the funds. View "Nationwide Emerging Managers, LLC, et al. v. Northpointe Holdings, LLC, et al." on Justia Law

Atwood Health Properties, LLC contracted with Calson Construction Company to construct a medical office building. Calson engaged Gem Plumbing & Heating Co., Inc. (GEM) as a subcontractor to design and install a heating, ventilation, and air conditioning (HVAC) system. Five years after the project was completed, Atwood sold the building to Atwood Medical Properties, LLC (AMP). When AMP experienced compressor failures in the HVAC system, AMP filed suit against Atwood. Atwood paid for a new HVAC system and initiated arbitration proceedings against Calson to recover its costs. Calson, in turn, initiated an arbitration proceeding against GEM for indemnification under the parties’ contract. The two arbitration proceedings were consolidated. The arbitrator concluded that Calson should pay Atwood $358,223 and that GEM should pay Calson that same amount. The superior court confirmed the arbitration award. GEM appealed. The Supreme Court affirmed, holding that the trial justice properly confirmed the arbitration award. View "Atwood Health Props., LLC v. Calson Constr. Co." on Justia Law

I-CA is a small business owned by Alonis that imports products from Israel to California. Palram, based in Israel, manufactures corrugated panels. I-CA opened the first U.S. warehouse for Palram and started importing its products. In 1997 or 1998, Palram lost the business of selling wood closure strips to Home Depot. While exploring alternatives for Palram, I-CA established a business relationship with Plasgad. Plasgad and I-CA worked together for many years to develop a plastic closure strip specifically for Palram products. Plasgad obtained a patent for the strips in 2002. I-CA became Palram’s sole supplier; Palram was the exclusive distributor of the products. Plasgad began selling the strips directly to Palram in 2007. I-CA sued both companies for tortious interference with contractual relations. Separate awards of $225,137.62 plus prejudgment interest were entered in favor of I-CA against each. A third award of $327,396.96, plus prejudgment interest of $157,778.41 was made in favor of Plasgad and against I-CA for breach of contract, offset against the award in favor of I-CA, resulting in a net recovery to Plasgad of $260,604.48. I-CA was awarded costs against Palram as the prevailing party, but Plasgad was awarded costs against I-CA as the prevailing party. The court of appeal affirmed. View "I-CA Enters., Inc. v. Palram Am., Inc." on Justia Law

Richard M. Gilley sued his former employer, Southern Research Institute ("SRI"), seeking compensation he alleged he was owed as a result of his work leading to SRI's procurement of United States Patent No. 5,407,609. The trial court entered a summary judgment in favor of SRI, and Gilley appealed that judgment to the Supreme Court. After review, the Supreme Court found that because Gilley did not timely assert a claim based on a January 2005 transaction in his complaint and because the money received by SRI in a July 2007 transaction was not intellectual-property income subject to sharing under the SRI awards policy, the summary judgment entered by the trial court was proper and was therefore affirmed. View "Gilley v. Southern Research Institute" on Justia Law