Justia Contracts Opinion Summaries

Beaverhead County selected Coleman Construction to complete a stream rehabilitation and bridge replacement project. Coleman was unable to finish the project on time or for the amount of money it had estimated. Coleman subsequently sued for damages, asserting ten claims for relief. The Montana Association of Counties Joint Powers Insurance Authority (MACo), which had issued an insurance policy to the County, denied coverage, finding that the claims against the County were excluded from coverage based upon two exclusions in the policy. The district court granted summary judgment for MACo, ruling that the two exclusions each provided sufficient independent bases for denying coverage. The Supreme Court affirmed, holding that the claims against the County were not covered by its insurance policy with MACo.View "Beaverhead County v. Mont. Ass’n of Counties Joint Powers Ins. Auth." on Justia Law

Plaintiff CB Richard Ellis, Inc. (CBRE), pursuant to a 2004 listing agreement, sought a commission after the 2005 sale of 38 acres of land in Murrieta. Arbitration proceedings between CBRE and the seller, Jefferson 38, LLC resulted in a confirmed arbitral award in CBRE’s favor, but no monetary satisfaction for CBRE because Jefferson had no assets by the time of the arbitral award and judgment. The issue this case presented to the Court of Appeal centered on CBRE’s attempt to recover damages from Jefferson’s individual members. A jury trial resulted in a $354,000 judgment in favor of CBRE. Both defendants and CBRE appealed the judgment, citing alleged errors pertaining to jury instructions, the admissibility of evidence, juror misconduct, attorney fees, and prejudgment interest. Upon review, the Court of Appeal rejected the parties’ contentions, except with regard to CBRE’s entitlement to attorney fees.View "CB Richard Ellis v. Terra Nostra Consultants" on Justia Law

Plaintiff was employed as a massage therapist with HMWC when he was accused in an underlying action for sexually assaulting a client during a massage. In this case, plaintiff filed suit against Continental, HMWC's comprehensive general liability (CGL) insurer, alleging that Continental had a duty to defend and indemnify him in the underlying action. The court affirmed the trial court's conclusion that defendant was not entitled to a defense under the Continental policy where the intentional sexual assault alleged in the underlying action cannot not properly be characterized as within the scope of plaintiff's employment or having occurred while performing duties related to the conduct of HMWC's business. The trial court did not err in sustaining the demurrer without leave to amend.View "Baek v. Continental Casualty Co." on Justia Law

Stonebridge appealed the district court's judgment in favor of Trip Mate, holding that Stonebridge breached an implied amendment to the parties' Managing General Agent Agreement that was incorporated into the Termination Agreement they executed in 2009. The court reversed the district court's judgment in favor of Trip Mate and remanded with instructions to dismiss the case. The court concluded that the district court's comments to the parties regarding their course of dealings were too vague and ambiguous to provide the parties with actual notice that the court amended the pleadings to include the implied amendment theory. The parties did not have actual notice of the implied amendment issue or an adequate opportunity to cure the suprise of this issue being added to the case. View "Trip Mate, Inc. v. Stonebridge Casualty Ins., et al." on Justia Law

Alasko Foods, Inc. (“Alasko”), a Canadian corporation that sells frozen produce to retail outlets, and Foodmark, Inc. (“Foodmark”), a Massachusetts corporation that assists food manufacturers in marketing branded-label and private-label products to retailers, entered into a “U.S. Representation Agreement [and] Sales Management Agreement” wherein Alasko retained Foodmark to market Alasko’s products in the United States. Five years later, Alasko terminated the Agreement. Foodmark filed a complaint against Alasko, alleging that Alasko’s refusal to pay the “Non-Renewal Termination Fee” contemplated by the Agreement constituted a breach of the Agreement and of its covenant of good faith and fair dealing. A federal district court entered summary judgment for Foodmark and awarded $1.1 million in damages. The First Circuit affirmed, holding that there were no genuine issues of fact, and Foodmark was entitled to a termination fee in the amount calculated by the district court.View "Foodmark, Inc. v. Alasko Foods, Inc." on Justia Law

A stock transfer agent gave a stockholder an allegedly incomplete and misleading answer to a question about its requirements for removing a restrictive legend on the stockholder’s stock. The stockholder sued the transfer agent, asserting claims for violation of Nev. Rev. Stat. 104.8401 and 104.8407, negligent and fraudulent misrepresentation, aiding and abetting a breach of fiduciary duty, and conspiracy. Under sections 104.8401 and 104.8407, a transfer agent must, on proper request, register a transfer of securities without unreasonable delay. The district court granted the transfer agent’s motion for summary judgment. The Supreme Court affirmed, holding (1) sections 104.8401 and 104.8407 did not support liability in this case because the stockholder did not ask the transfer agent to remove the legend and reissue him clean shares, and because the stockholder never submitted a transfer request, the agent’s statutory duty to register a requested transfer did not arise; and (2) the stockholder’s common law claims failed on the grounds that they were not supported by competent evidence.View "Guilfoyle v. Olde Monmouth Stock Transfer" on Justia Law

This case stemmed from a family dispute. Eugene Barriffe, and his wife, Ernie, gave money to Ernie’s brother, Lawson Nelson, to start a landfill business in Jackson County. The Barriffes testified that Lawson approached them for an initial “investment” of $100,000—and later, a second “investment” of $65,000—into his idea to start a landfill business. In return, the Barriffes understood they were to receive two-thirds of the profits from the landfill business, with payments to begin when Eugene retired. Nelson denied the conversation and denied receiving the “investments” from the Barriffes. The Barriffes sued to receive compensation for the money they gave to Nelson to start the business business, and for improvements they made to an apartment on his land. The chancellor found that Nelson held the money and improvements in a constructive trust. But because the Barriffes failed to establish the existence of a constructive trust, the Supreme Court reversed in part and remanded for further proceedings. View "Barriffe v. Estate of Nelson" on Justia Law

In 2009, Kristine Failla, a Washington resident and experienced salesperson, was looking for a job she could perform from her Gig Harbor home. She e-mailed Kenneth Schutz looking for such a position. Schutz was the founder and chief executive officer (CEO) of FixtureOne Corporation, which sells fixtures, casework, and displays for use in retail stores. Both FixtureOne and Schutz are based in Pennsylvania, and at the time of Failla's email, FixtureOne had no physical presence or customers in Washington. FixtureOne hired Failla as an account executive. In December 2010, Failla requested a promotion and a raise. Schutz agreed and promoted her to FixtureOne's vice president of sales, increased her yearly salary. Although there were outstanding commissions owed, Failla accepted the promotion and salary increase based on the assurances that the commissions would be paid. Schutz provided a draft employment agreement for Failla to sign in connection with the promotion. Among other things, the agreement contained a provision that it would be interpreted in accordance with Pennsylvania law. Failla proposed revisions to the agreement, but for reasons unknown neither Failla nor Schutz ever signed it. Failla continued working for FixtureOne from her Washington home until May 2011. She received regular paychecks, and the only issue in this case was the sales commissions owed to her that were not paid. In May 2011, Schutz emailed Failla to tell her that FixtureOne was "clos[ing] its doors" and ended her employment the following day. He assured Failla that FixtureOne would "pay your commissions and expenses asap in the next several weeks." For two months following her termination, Schutz returned Failla's requests for payment with various explanations as to why the commissions remained unpaid. Schutz eventually advised Failla that she would not receive a commission check and for the first time disputed whether such commissions were even owed. Failla filed suit against FixtureOne and Schutz for the wilfull withholding of wages, including an allegation that Schutz was individually liable under Washington's wage laws. Failla served Schutz in Pennsylvania but was unable to serve FixtureOne. Consequently the suit proceeded against Schutz alone. Failla and Schutz cross moved for summary judgment. Schutz argued that the trial court lacked personal jurisdiction because he did not have the requisite minimum contacts with the state, and even if Washington could exercise jurisdiction over him, there were genuine issues of material fact preventing the entry of summary judgment. The trial court concluded it had personal jurisdiction and denied Schutz's summary judgment motion. The court granted summary judgment to Failla, awarding double damages. The Court of Appeals reversed, holding that Washington's long-arm statute did not reach Schutz because the employment relationship between Failla and FixtureOne was inadequate to confer jurisdiction over Schutz. The Washington Supreme Court disagreed with the appellate court, and reversed. View "Failla v. FixtureOne Corp." on Justia Law

Appellant leased commercial real property from Respondent. Appellant vacated the property and ceased paying rent after a significant water intrusion event. Respondent filed a complaint alleging that Appellant breached the lease. Appellant counterclaimed that Respondent constructively evicted Appellant by failing to maintain the roof. The district court entered judgment in favor of Respondent, concluding (1) severe water intrusion justified Appellant’s vacating the property; but (2) the lease obligated Appellant to provide Respondent written notice of and thirty days to cure the water intrusion before exercising any other potential remedies, and Appellant did comply with the notice and cure provision. The Supreme Court reversed, holding that the district court’s factual findings did not support Appellant’s argument that it was constructively evicted, and therefore, the Court did not need to address whether Appellant was required to comply with the lease’s notice and cure provision in order to successfully assert constructive eviction.View "Mason-McDuffie Real Estate, Inc. v. Villa Fiore Dev., LLC" on Justia Law

Acumen, the underwriter, filed suit against General Security, the reinsurer, for breach of a reinsurance underwriting agreement. The district court granted partial summary judgment for General Security, certified the judgment under Rule 54(b), and closed the case. The court dismissed Acumen's appeal, holding that the district court's entry of the Rule 54(b) order and judgment was erroneous because the district court did not address separate claims for relief. In the absence of a final judgment on a claim or an otherwise reviewable order, the court lacked jurisdiction over the appeal.View "Acumen Re Mgmt. Corp. v. General Security Nat. Ins. Co." on Justia Law