Justia Contracts Opinion Summaries

The McTaggarts filed suit against the former trustee and trust advisor of their family trust, alleging improper handling of their trust funds. The former trustee and trust advisor moved to dismiss the case or have the case stayed pending arbitration, based on an arbitration provision in a wealth-management agreement between the former trustee and trust advisor. The trial court found that, because the McTaggarts did not sign the agreement containing the arbitration provision and because the agreement specifically excluded nonsignatories, including third-party beneficiaries, the arbitration provision was not binding on the McTaggarts. The former trustee and trust advisor appealed. Finding no error, the Supreme Court affirmed. View "Pinnacle Trust Company, L.L.C., EFP Advisors, Inc. v. McTaggart" on Justia Law

This case arose from a dispute between Franks and Union Pacific over whether Franks has the right to cross Union Pacific's train tracks on certain property in Caddo Parish originally owned by the Levy family at the turn of the 20th Century. On appeal, Franks challenged the district court's final judgment granting summary judgment for defendant and dismissing Franks's claims with prejudice. Franks argued that the district court erred in denying the existence of a predial servitude in the three crossings at issue. The court concluded that, under the law applicable to the interpretation of the 1923 deed, the contract is unambiguous; it does not establish a predial servitude with respect to Texas and Pacific Railway Company's obligation to provide three crossings across what was then its property; but, rather, it is merely a personal obligation which does not bind the railway's successors-in-interest. View "Franks Investment Co, L.L.C. v. Union Pacific Railroad Co." on Justia Law

Westar Energy was an electric company based in Topeka, Kansas that owned several sources of electricity, including the Jeffrey Energy Center (JEC). The JEC was a coal-fired power plant composed of three units: Unit 1, Unit 2, and Unit 3. In 2005, Westar began a project to upgrade the JEC’s existing flue gas desulfurization (FGD) system. Wahlcometroflex Inc. (Wahlco) was a Delaware corporation that designed and manufactured a number of products including FGD dampers. On December 22, 2006, Westar and Wahlco entered into a contract under which Wahlco agreed to manufacture and deliver dampers to Westar for Units 1, 2, and 3. This case involved a dispute over the meaning and application of a liquidated damages in that contract provision under Kansas law. The district court held that Westar did not need to establish that Wahlco's late delivery of the equipment actually delayed Westar’s production schedule in order to recover contractual liquidated damages. Finding no error in that judgment, the Tenth Circuit affirmed. View "Wahlcometroflex v. Westar Energy" on Justia Law

Plaintiff and Defendant entered into an asset purchase agreement (the Agreement) that contained a provision requiring submission of all disputes concerning the “validity, interpretation and enforcement” of the Agreement to an arbitrator for binding resolution. Plaintiff sued Defendant in federal district court, asserting claims for fraud and breach of contract arising out of the Agreement. Defendant answered the complaint, and the parties began discovery. Several months later, Plaintiff moved to stay proceedings pending arbitration. A magistrate judge denied the motion to stay on the ground that Plaintiff had waived its arbitral rights. The district judge summarily affirmed the denial of the stay. The First Circuit affirmed, holding that the district court did not err in concluding that Plaintiff, through its conduct, waived its right to demand arbitration. View "Joca-Roca Real Estate, LLC v. Brennan, Jr." on Justia Law

Franklin Building Supply Co., Inc. (“FBS”) filed suit against Aaron Michael Hymas to recover money owed on an open account for construction supplies, equipment, and labor supplied to Crestwood Construction, Inc. FBS claims that Hymas guarantied any unpaid balance on Crestwood’s account. The district court granted FBS’s motion for summary judgment. Shortly thereafter, the district court permitted FBS to correct an error in an affidavit submitted in support of summary judgment regarding the amount of interest owed on the outstanding balance. Hymas twice moved the court to reconsider its order granting summary judgment and the district court denied both motions. He timely appealed. Finding no reversible error, however, the Supreme Court affirmed. View "Franklin Building Supply Co. v. Hymas" on Justia Law

Plaintiff and Defendant each owned fifty percent of an LLC, which owned commercial real estate (the premises). Plaintiff agreed to sell his interest in the LLC to Defendant. The parties subsequently executed a buyout agreement that provided for a certain purchase price and contained a contingency clause requiring Defendant to pay Plaintiff an addition to the purchase price if specified conditions were met. The parties closed on the sale under the buyout agreement. Defendant then sold the entire premises to a third party. Plaintiff filed a breach of contract action against Defendant alleging that Defendant breached the buyout agreement by not paying Plaintiff a contingent addition to the purchase price as required by the contingency clause. The trial court granted summary judgment for Plaintiff. A divided Appellate Court panel affirmed. The Supreme Court affirmed, holding that the Appellate Court (1) properly determined that the contract at issue was unambiguous; and (2) properly affirmed the trial court’s postjudgment interest award where the trial court declined to award prejudgment interest. View "Salce v. Wolczek" on Justia Law

AIDG Properties, LLC, a real-estate holding company managed by Anjan Dutta-Gupta, purchased property. AIDG obtained loans from BankNewport (Defendant) to finance the purchase and to perform improvements. Dutta-Gupta personally guaranteed the loans. Emond Plumbing & Heating, Inc. and Tecta America New England, LLC (collectively, Plaintiffs) served as subcontractors on the project. Plaintiffs substantially completed the renovations, and BankNewport deposited the loan proceeds into AIDG’s account. After Dutta-Gupta was arrested, Defendant declared Dutta-Gupta to be in default and accelerated the loans. Defendant then set off the deposit it made previously by reversing it. As a result, AIDG was unable to pay Plaintiffs for the work they had performed. Defendant, who was granted possession of the property, later foreclosed. Plaintiffs filed a complaint seeking to recover compensation for their work under the theory of unjust enrichment. The superior court granted summary judgment for Defendant. The Supreme Court affirmed, holding that due to the absence of a relationship between Plaintiffs and Defendant and the lack of any allegation that Defendant engaged in any type of misconduct or fraud, Defendant’s retention of the property, including the improvements, was not inequitable under the Court’s jurisprudence on unjust enrichment. View "Emond Plumbing & Heating, Inc. v. BankNewport" on Justia Law

Tender Care Veterinary Hospital, Inc. ("TCVH"), appealed the grant of summary judgment entered in favor of First Tuskegee Bank on breach-of-fiduciary-duty and fraud claims stemming from a construction loan TCVH received from First Tuskegee in September 2004. The gravamen of those claims was that TCVH was injured by First Tuskegee's alleged insistence that TCVH use PJ Construction as the general contractor on the project although PJ Construction was not licensed as a general contractor in Alabama, that PJ Construction's work product was below what one would expect from a properly licensed general contractor, and that using PJ Construction resulted in delays, cost overruns, and, TCVH argued, the ultimate failure of its business. However, because TCVH's claims accrued in approximately July 2005 and TCVH did not formally assert them until after it initiated this action in April 2009, those claims were barred by the two-year statute of limitations that governed them. Accordingly, the summary judgment entered by the trial court in favor of First Tuskegee was affirmed. View "Tender Care Veterinary Hospital, Inc. v. First Tuskegee Bank " on Justia Law

The Alabama Supreme Court consolidated cases that arose out of an action brought by Guy Willis against three defendants: Alaska Bush Adventures, LLC ("Alaska Bush") and Hugh and Ryan Krank (collectively, the defendants). The Kranks are the owners and operators of Alaska Bush, an outfitter that provided guided hunting trips in Alaska. In December 2011, Willis entered into a written contract with Alaska Bush pursuant to which Alaska Bush would lead a guided hunting trip in Alaska. Willis also claimed that he entered into a separate oral contract to hunt black bears during that guided hunting trip. The guided hunting trip took place in September 2012. A few months after the trip, Willis sued the defendants in Alabama seeking damages for breach of contract, misrepresentation, and suppression. Willis's claims against defendants centered primarily on his allegations that the equipment Alaska Bush provided for the hunting expedition was inadequate in number, unsafe, and inoperable, and he also alleged that he lost hunting time because the defendants were providing services to other hunters who were apparently not included in the guided hunting trip. Willis claimed that he lost most of his personal hunting equipment and had to leave the trip early because he "was caused to be thrown from an improperly repaired, inspected, and/or working motorized boat ...." Willis further alleged that the defendants misrepresented the quantity of wild game that would be available on the hunt. Willis filed an application for the entry of a default judgment against Ryan, and, on the following day, he filed a similar application against Alaska Bush and Hugh. On December 21, 2012, defendants filed an answer to Willis's complaint and an objection to Willis's applications for entry of a default judgment. Thereafter, defendants filed a motion to compel Willis to arbitration pursuant to an arbitration agreement found in the written contract. Defendants then each filed an individual motion to dismiss Willis's complaint for lack of personal jurisdiction. The trial court issued an order denying the defendants' respective motions to dismiss and their motion to compel arbitration. In case no. 1130184, defendants petitioned the Alabama Supreme Court for a writ of mandamus to challenge the denial of their motions to dismiss for lack of personal jurisdiction; in case no. 1130231, they appealed the trial court's denial of their motion to compel arbitration. The Supreme Court concluded after review that defendants were not entitled to mandamus relief on the jurisdiction question, but met their burden in their motion to compel arbitration. View "Willis v. Alaska Bush Adventures, LLC et al." on Justia Law

JM Leasing purchased a brand‐new semi‐truck from PACCAR in 2007. Approximately four years and 3,000 miles later, JM concluded that the truck was a lemon and sought a refund from PACCAR under Wisconsin’s Lemon Law, Wis. Stat. 218.0171.1 PACCAR agreed to refund the purchase price, but a dispute arose over reimbursement of a $53.00 title fee and escalated into a debate over the “reasonable allowance for use” to which PACCAR was entitled . Ultimately JM won an interest‐bearing judgment of $369,196.06, plus $157,697.25 in attorneys’ fees. The Seventh Circuit affirmed, rejecting PACCAR’s claims that it complied with all relevant provisions of the Lemon Law and that the district court erred in calculating pecuniary loss. View "James Michael Leasing Co. v. Paccar, Inc." on Justia Law