Justia Contracts Opinion Summaries

Plaintiffs Paul Choiniere and P&D Consulting, Inc. sued defendants, attorney Anthony Marshall and his law firm, Harris Beach, PLLC, alleging that they made negligent and intentional misrepresentations while representing a client in a matter involving commercial loan guaranties. Choiniere argued that he relied upon the misrepresentations when deciding not to call a $1 million loan that he made in September 2003, and P&D Consulting argued that it relied upon the misrepresentations when deciding to loan an additional $1.3 million in June 2004. Upon review of the dispute, the Supreme Court reversed the trial court's decision granting defendants summary judgment. In sum, the Court held that there were several material issues in dispute that preclude summary judgment, including the viability of the guaranty agreement after an April 28, 2004 letter, whether plaintiffs' reliance on the April 28 letter was justifiable, whether Marshall was authorized to send the letter, and whether there are any economic damages.View "Choiniere v. Marshall and Beach, PPLC" on Justia Law

Plaintiff, a limited liability company, contracted with Defendant, a utility bill review consultant. After Defendant reviewed four utility bills and informed Plaintiff it was entitled to a substantial refund for sales tax overpayments, Plaintiff terminated the contract. Plaintiff filed a petition for declaratory judgment requesting a determination that it had no remaining contractual obligation to Defendant. Defendant counterclaimed for breach of contract. The district court granted summary judgment for Plaintiff, concluding that Plaintiff’s liability under the contract was limited to services Defendant provided prior to termination, and no payment was owed to Defendant until Plaintiff actually received a refund. The Supreme Court reversed, holding that Defendant had a viable claim for breach of contract. Remanded.View "Shelby County Cookers, LLC v. Utility Consultants Int’l, Inc." on Justia Law

Appellant North River Insurance Company appealed the Court of Chancery’s denial of its request for permanent injunctive relief. This multi-forum litigation concerned policies issued by North River to a safety products company, Mine Safety Appliances Company (“MSA”). North River issued thirteen policies to MSA covering periods from August 28, 1972 through April 1, 1986. MSA was defending against thousands of personal injury claims allegedly caused by defects in its mine safety equipment. MSA sought coverage under North River’s policies as well as from several other insurers. The issue this case presented for review was whether North River’s coverage under these policies was “triggered” (a matter of Pennsylvania law) was being litigated, along with its claims against other insurers, in federal and state courts in Pennsylvania, the Delaware Superior Court and in certain later-filed cases in West Virginia. North River requested that the Delaware Court of Chancery permanently enjoin MSA from prosecuting the later-filed claims in West Virginia and from assigning to any tort claimants the right to recover under any insurance policy issued by North River to MSA. During the course of this appeal, North River narrowed its focus to the assignment issue. Finding no reversible error in the Court of Chancery's denial, the Delaware Supreme Court affirmed that decision.View "The North River Insurance Co. v. Mine Safety Appliances Co." on Justia Law

Appellees entered into a contract for Hurt-Hoover Investments, LLC to purchase Appellees’ interest in a limited liability company. Hurt-Hoover executed individual promissory notes to each appellee for payment of the balance in thirty-six monthly installments. Appellees later filed suit against Hurt-Hoover in Cleburne County Circuit Court, alleging that Hurt-Hoover had wholly failed to pay installments due under the promissory notes. Hurt-Hoover counterclaimed alleging, inter alia, breach of contract. The jury returned a verdict in favor of Appellees on their complaint and against Hurt-Hoover on its counterclaim. The Supreme Court affirmed, holding (1) the circuit court did not err in ruling that venue was proper in Cleburne County; and (2) the circuit court did not err by not refusing to allow the testimony of the attorney who drafted the agreement.View "Hurt-Hoover Invs. LLC v. Fulmer" on Justia Law

This lawsuit, which returned to the Supreme Court for a third time, stemmed from the contracts and payments for services in delivering produce. The parties included Hotfoot Logistics, LLC (Hotfoot), a freight property broker with its principal place of business in Little Rock, Arkansas; Western Brokerage, a property broker that that is based in Phoenix, Arizona; Shipping Point Marketing, Inc. (SPM), a shipping company based in Phoenix, Arizona; and Davis Fishgold, the president of SPM, and Louis Fishgold, the president of Western Brokerage. Hotfoot brought an action in an Arkansas state court against SPM, Western Brokerage, and the Fishgolds. After the Supreme Court’s remand in Hotfoot II, the circuit court granted summary judgment for SPM and the Fishgolds based on lack of personal jurisdiction. The Supreme Court reversed, holding that the circuit court erred in granting SPM’s motion for summary judgment on personal jurisdiction, as the contacts between Hotfoot and the parties were sufficient to warrant personal jurisdiction over the defendants, and the defendants manifestly availed themselves of the privilege of conduct business in Arkansas.View "Hotfoot Logistics, LLC v. Shipping Point Mktg., Inc." on Justia Law

Defendants, two individuals, worked as automobile salesman for two different dealerships. Defendants signed materially identical noncompete agreements during the course of their employments. Defendants later started their own automobile dealership, and Plaintiffs, their former employers, sued, seeking injunctions to enforce the agreements. The circuit court ruled that it would decide the requests for injunctions after a jury determined Defendants’ defenses. The jury found for Appellees on several of their defenses, and in accordance with the jury verdict, the circuit court denied injunctive relief. The Supreme Court reversed, holding that the circuit court improperly utilized a binding jury to determine equitable defenses without the consent of the parties. Remanded.View "Granite Buick GMC, Inc. v. Ray" on Justia Law

This case arose when plaintiffs signed an Asset Purchase Agreement to purchase a Mercedes-Benz dealership from Asbury. Plaintiffs filed suit against MB after MB exercised a right of first refusal (ROFR) contained in its dealership agreement with Asbury. The district court granted summary judgment in favor of defendants. The court concluded that, because MB exercised its ROFR, plaintiffs have no claim for intentional interference with prospective economic advantage, which requires plaintiffs to demonstrate that MB committed a legal wrong independent from the interference; nor can MB's conduct be considered wrongful and plaintiffs have no claim for intentional interference with contract; plaintiffs have no claim for fraudulent concealment where plaintiffs misinterpreted the Acknowledgement Agreement as a guaranty and because the purportedly concealed facts of that agreement were not material and had been disclosed already to plaintiffs or were readily discoverable; even if plaintiffs were entitled to notice from MB of its exercise of the ROFR, the notic eplaintiffs received was both timely and in proper form; because plaintiffs have an implied right of action under California Vehicle Code 11713.3(t)(6), the court reversed summary judgment as to this claim; and the court affirmed the grant of summary judgment to MB on plaintiffs' claim under California's Unfair Competition Statute, Cal. Bus. & Prof. Code 17200. Accordingly, the court affirmed in part, reversed in part, and remanded.View "Fresno Motors v. Mercedes-Benz" on Justia Law

Plaintiff filed suit against defendant, alleging that defendant invaded his privacy by commercial appropriation of his name, image, and website. Defendant demurred to all of plaintiff's claims and the trial court subsequently dismissed the action. The court concluded that plaintiff properly stated a claim for breach of contract where plaintiff pleaded all the elements of a breach of contract in his Second Amended Complaint, and that the demurrer to that cause of action was erroneously sustained. Accordingly, the court reversed and remanded for further proceedings. The court noted its concern about the due process implications of a proceeding in which the court, aware that no record will be made, incorporates within its ruling reasons that are not documented for the litigants or the reviewing courts.View "Maxwell v. Dolezal" on Justia Law

Plaintiffs hired Defendants, an automotive business and its owner, to repair and restore a 1960 Ford Thunderbird. After disputes arose between the parties, Plaintiffs filed this action in the circuit court alleging breach of contract, violation of the Virginia Consumer Protection Act (VCPA), fraud and detinue. Defendants moved to strike Plaintiffs’ evidence as to all counts. The trial court granted the motion as to the fraud and VCPA counts. After a trial on the breach of contract count, the jury returned a verdict for Defendants. The Supreme Court affirmed, holding that the circuit court did not err in (1) striking the evidence after commenting that two witnesses were “believable” and “credible,” as the comments did not usurp the function of the jury; and (2) striking the evidence on the VCPA claim because the evidence was insufficient to go to the jury.View "Owens v. DRS Auto. FantomWorks, Inc." on Justia Law

DHRI, Inc. entered into a contract to purchase a parcel of land from William Hanback. DHRI later sued Defendant for specific performance of the land purchase contract. On June 9, 2004, the trial court entered a decree providing that Hanback should sell the property to DHRI and DHRI should pay to Hancock certain sums. On November 21, 2012, Hancock filed a petition for rule to show cause, asserting that after closing on the property, DHRI refused to pay funds owed him under the June 9, 2004 order. After a hearing, the circuit court issued a rule to show cause to DHRI. The court then determined that DHRI had not paid Hancock the required amount of $350,000, found DHRI in contempt of the June 9, 2004 order, and entered judgment for Defendant against Plaintiff in the amount of $350,000. The Supreme Court reversed and dismissed the rule to show cause, holding that the circuit court abused its discretion because the June 9, 2004 order did not contain definite terms as to the total amount DRHI was required to pay and when such payment was due.View "DRHI, Inc. v. Hanback" on Justia Law