Justia Contracts Opinion Summaries

Graphite Construction Group, Inc. (Graphite) was hired by Des Moines Area Community College (DMACC) in 2019 for a construction project. DMACC withheld 5% of each payment as retainage, amounting to about $510,000 by January 2022. Graphite requested the release of the retainage, but the project was not yet completed. A dispute arose between Graphite and a subcontractor, Metro Concrete, Inc. (Metro), over unpaid services. Metro filed a claim, and Graphite filed a bond for twice the amount of Metro’s claim, demanding the release of the retainage.The Iowa District Court for Polk County denied Graphite’s motion to compel the release of the retainage, stating that under Iowa Code chapter 573, retainage could not be released before the project’s completion and final acceptance. The court also denied Graphite’s request for attorney fees, as Graphite had not prevailed on its retainage claim.The Iowa Court of Appeals reversed the district court’s decision, ordering the release of the retainage to Graphite but denied Graphite’s request for attorney fees. DMACC sought further review from the Iowa Supreme Court.The Iowa Supreme Court vacated the Court of Appeals' decision and affirmed the district court’s judgment. The Supreme Court held that under Iowa Code chapter 573, retainage could not be released before the project’s completion and final acceptance, and the statutory exceptions did not apply in this case. The court also upheld the denial of attorney fees to Graphite, as they were not the prevailing party. View "Rochon Corporation of Iowa, Inc. v. Des Moines Area Community College" on Justia Law

In May 2022, Jerry & John Woods Construction, Inc. ("Woods Construction") entered into a contract with John David Jordan and Carol S. Jordan to construct a house and a metal building. Woods Construction claimed the Jordans failed to pay for the work performed, leading the company to sue them in the Dallas Circuit Court for breach of contract and unjust enrichment. The Jordans moved to dismiss or for summary judgment, arguing that Woods Construction's lack of a required residential-home-builder's license barred the company from bringing civil claims. They also filed counterclaims alleging improper and negligent work by Woods Construction.The Dallas Circuit Court denied the Jordans' motion to dismiss but later granted their motion for summary judgment, finding that Woods Construction, as an unlicensed residential home builder, was barred from enforcing the construction contract under § 34-14A-14(d) of the Alabama Code. The court also declared Woods Construction's "Notice of Lis Pendens/Lien" null and void. The court certified its judgment as final under Rule 54(b), despite the Jordans' counterclaims remaining pending.The Supreme Court of Alabama reviewed the case and determined that the Rule 54(b) certification was improper. The court noted that the claims and counterclaims were closely intertwined, as both concerned the same contract and construction work. Additionally, the resolution of the Jordans' counterclaims could potentially moot Woods Construction's claims. Therefore, the court concluded that the circuit court exceeded its discretion in certifying the judgment as final and dismissed the appeal for lack of a final judgment. View "Jerry & John Woods Construction, Inc. v. Jordan" on Justia Law

Active Spine Physical Therapy, LLC (Active Spine) and its owners, Sara and Nicholas Muchowicz, were sued by 132 Ventures, LLC (Ventures) for breach of contract and personal guarantee after failing to pay rent and common area maintenance (CAM) charges under a lease agreement. Ventures had purchased the property in a foreclosure sale and sought damages for unpaid rent and CAM charges from June 2020 to February 2021. Active Spine argued that the lease was invalid due to fraudulent inducement and that they were under a COVID-19-related rent abatement.The district court initially ordered restitution of the premises to Ventures and denied Active Spine's request for a temporary injunction. A separate bench trial found Active Spine and the Muchowiczes liable for breach of contract. On appeal, the Nebraska Supreme Court affirmed the restitution order but reversed the breach of contract judgment, remanding for a jury trial.At the jury trial, Ventures presented evidence of unpaid rent and CAM charges, while Active Spine argued that Ventures failed to provide notice of budgeted direct expenses, a condition precedent to their obligation to pay CAM charges. The jury found in favor of Ventures, awarding $593,723.82 in damages. Active Spine and the Muchowiczes moved for a new trial or judgment notwithstanding the verdict (JNOV), arguing errors in the jury's damage calculations and the lack of notice of budgeted direct expenses.The Nebraska Supreme Court reviewed the case and found that the district court did not abuse its discretion in admitting the exhibits as business records and not summaries under Neb. Rev. Stat. § 27-1006. The court also held that Active Spine and the Muchowiczes failed to preserve their arguments for appeal regarding the costs of new tenancy, COVID-19 abatement, and the amended lease. The court affirmed the district court's denial of the motion for new trial or JNOV, concluding that the jury's verdict was supported by sufficient evidence. View "132 Ventures v. Active Spine Physical Therapy" on Justia Law

Two Massachusetts-based Volvo dealers filed a lawsuit against Volvo Car USA, Volvo Car Financial Services, and Fidelity Warranty Services, alleging violations of Massachusetts General Laws Chapter 93B. The dispute centers on Volvo-branded Prepaid Maintenance Program (PPM) contracts, which allow customers to prepay for future maintenance services at a discounted rate. Fidelity administers these contracts, which the dealers sell to their customers. The dealers claimed that the defendants were underpaying them for the parts and labor costs incurred in servicing these PPM contracts.The United States District Court for the District of Massachusetts heard cross-motions for summary judgment from both parties. The district court granted summary judgment in favor of the defendants, concluding that entities like Fidelity are not regulated by the relevant provisions of Chapter 93B. The court denied the dealers' motion for summary judgment, leading the dealers to appeal the decision.The United States Court of Appeals for the First Circuit reviewed the case and affirmed the district court's decision, but for a different reason. The appellate court held that the dealers' sale and service of the Volvo PPM are not franchise obligations under Chapter 93B. The court found that the Retailer Agreement between the dealers and Volvo USA did not obligate the dealers to sell or service the Volvo PPM. The court also noted that the dealers had the discretion to sell various financial products, including the Volvo PPM, and that servicing the PPM was not a material term of the Retailer Agreement. Therefore, Chapter 93B did not require Fidelity to reimburse the dealers at the statutory rates. View "Colony Place South, Inc. v. Volvo Car USA, LLC" on Justia Law

Christi and August Wohlt owned a company called Echo Systems, Inc., which dealt in cryptocurrencies. Upon dissolving their marriage, they agreed that August would retain all assets of the business, except for some personal electronics that Christi would keep. However, they both forgot that Echo Systems still owned some cryptocurrencies. The issue was whether this oversight made their agreement ambiguous regarding the ownership of these cryptocurrencies.The Delaware Circuit Court dissolved their marriage and incorporated their property settlement agreement. Later, August discovered the forgotten cryptocurrencies and informed Christi. Christi then filed a motion to address the omitted assets and requested the court to divide the cryptocurrencies and increase August’s child support obligation. August moved for partial summary judgment, arguing that the agreement unambiguously awarded him all of Echo Systems’ assets, including the cryptocurrencies. The trial court denied his motion, finding factual issues regarding the parties' knowledge of the cryptocurrencies. After an evidentiary hearing, the court awarded Christi half the value of the cryptocurrencies, concluding the agreement was ambiguous.The Indiana Court of Appeals reversed the trial court’s decision, holding that the property settlement agreement unambiguously awarded the cryptocurrencies to August. The court affirmed the trial court’s rulings on other issues, including attorney and expert fees.The Indiana Supreme Court reviewed the case and agreed with the Court of Appeals that the agreement unambiguously transferred all of Echo Systems’ assets, including the cryptocurrencies, to August. The court emphasized that the term “all” was not ambiguous and that the parties’ agreement intended to settle all their assets with finality. The court reversed the trial court’s denial of August’s motion for partial summary judgment and affirmed the Court of Appeals' decision on the remaining issues. View "Wohlt v. Wohlt" on Justia Law

Appellee filed a complaint against Appellant alleging breach of written agreements for the lease of oil storage tanks. During the bench trial, the district court amended the complaint to include an oral guarantee to pay for the leases, which Appellant was not allowed to rebut. The court found Appellant breached the oral guarantee and awarded damages to Appellee.The District Court of Campbell County initially found in favor of Appellee, determining that Appellant breached the oral guarantee and awarded $114,537.56 in damages. Appellant raised multiple issues on appeal, including the admission of evidence, the application of the statute of frauds, and the effect of a settlement with a co-defendant.The Supreme Court of Wyoming reviewed the case and found that the district court did not abuse its discretion in admitting various exhibits into evidence. The court also held that the statute of frauds defense was waived as it was not raised at trial. Additionally, the court found that the settlement with the co-defendant did not preclude Appellee from pursuing claims against Appellant.However, the Supreme Court of Wyoming determined that the district court abused its discretion by not allowing Appellant to testify regarding the oral guarantee. The court affirmed the district court's rulings on the other issues but reversed and remanded the case for the limited purpose of allowing Appellant to testify about the oral guarantee. The remand is specifically for reconsideration of the personal guarantee and to provide both parties an opportunity to introduce evidence on that issue. View "Sorum v. Sikorski" on Justia Law

Mary Johnson entered into an oral agreement with her parents, Carl and Pearl Johnson, to obtain financing for constructing a small home on a parcel of land (Gertie Lode) they conveyed to her. In exchange, Mary and her family could live in their parents' larger home on a separate parcel (Spaniard Lode). Once the mortgage was satisfied, Mary was to transfer the Gertie Lode property equally to herself and her siblings. Despite satisfying the mortgage, Mary informed her siblings in 2008 that she would not convey the land to them.Greg Johnson, Mary's brother, sought to enforce the oral agreement and reform the deed from their parents to Mary. The Circuit Court of the Seventh Judicial Circuit, Pennington County, granted Mary’s motion for summary judgment, determining that Greg’s breach of contract claim was barred by the statute of limitations and that he was not entitled to reformation because he could not establish that the deed failed to reflect the parties’ intent. Greg appealed the decision.The Supreme Court of the State of South Dakota reviewed the case and affirmed the lower court's decision. The court held that Greg’s breach of contract claim accrued when he received Mary’s 2008 letter, which clearly indicated her intent to breach the oral agreement. Since Greg did not bring his claim until October 2018, it was barred by the six-year statute of limitations. Additionally, the court found no basis for reformation of the deed, as the oral agreement was never reduced to writing, and the warranty deed accurately reflected the intent of the parties. Therefore, summary judgment on both the breach of contract and reformation claims was appropriate. View "Johnson v. Johnson" on Justia Law

Jason Bott and Suzanne Bott married in 2008 and have two minor children. In November 2022, Suzanne initiated a divorce action. They entered into a stipulated settlement agreement, and a judgment reflecting the terms was entered in June 2023. Jason was awarded all real estate, including the marital home and a rental property, and was required to pay Suzanne $425,000 in two installments. Shortly after the judgment, Jason asked Suzanne to alter the terms due to financial difficulties. They signed a handwritten document without their attorneys' knowledge, agreeing that Suzanne would retain the marital home and Jason would not have to make the cash payment. Suzanne later rescinded the agreement, moved out, and filed a motion for contempt against Jason for not making the first payment.The District Court of Cavalier County denied Jason's motion to amend the judgment under N.D.R.Civ.P. 60(b)(6), finding that the parties intended to cancel the agreement. The court ordered Jason to make the cash payments as originally stipulated. Jason appealed, arguing the agreement was a valid contract and Suzanne failed to prove its rescission.The North Dakota Supreme Court reviewed the case, focusing on whether the district court abused its discretion in denying Jason's motion. The court noted that Jason did not argue the original stipulation was the result of mistake, duress, menace, fraud, or undue influence, nor did he argue it was unconscionable. The court found that Jason did not demonstrate extraordinary circumstances justifying relief from the judgment. The court affirmed the district court's decision, concluding that Jason failed to show the court acted arbitrarily or unreasonably in denying his motion. View "Bott v. Bott" on Justia Law

Northstar Center, LLC filed a lawsuit against Lukenbill Family Partnership, LLLP, and Tundra Properties, LLC, alleging breach of contract and intentional interference with contract. Lukenbill had initially agreed to sell a 120-acre parcel to Templeton Enterprises, LLC, which later assigned its rights to Northstar. However, Lukenbill sold the property to Tundra instead. Northstar claimed Lukenbill breached their agreement, and Tundra intentionally interfered with the contract. Lukenbill sought indemnification from Tundra, and Tundra counterclaimed for breach of warranty deed against Lukenbill.The District Court of Williams County granted summary judgment in favor of Northstar on its breach of contract and intentional interference claims, and in favor of Lukenbill on its indemnification claim against Tundra. The court denied Tundra’s summary judgment motion on its breach of warranty claim against Lukenbill, concluding Tundra did not adequately brief the issue.The North Dakota Supreme Court reviewed the case and found that the district court erred in granting summary judgment for Northstar on its breach of contract and intentional interference claims, as genuine issues of material fact existed. The court also found that the district court erred in granting summary judgment for Lukenbill on its indemnification claim against Tundra. However, the Supreme Court affirmed the district court’s dismissal of Tundra’s breach of warranty claim against Lukenbill, as Tundra did not challenge the dismissal on the grounds that it could not maintain the claim without a certificate of authority to transact business in North Dakota.The North Dakota Supreme Court affirmed in part, reversed in part, and remanded the case for further proceedings consistent with its opinion. View "Northstar Center v. Lukenbill Family Partnership" on Justia Law

Jon Willis, an employee of Shamrock Management, L.L.C., was injured while working on an offshore oil platform operated by Fieldwood Energy, L.L.C. The injury occurred when a tag line slipped off a grocery box being delivered by a vessel operated by Barry Graham Oil Service, L.L.C. Willis sued Barry Graham for negligence. Barry Graham then sought indemnification, defense, and insurance coverage from Shamrock and its insurer, Aspen, based on a series of contracts linking the parties.The United States District Court for the Western District of Louisiana denied Barry Graham's motion for summary judgment and granted Shamrock and Aspen's motion, ruling that Barry Graham was not covered under the defense, indemnification, and insurance provisions of the Shamrock-Fieldwood Master Services Contract (MSC). Willis's case was settled, and Barry Graham appealed the district court's decision on its third-party complaint.The United States Court of Appeals for the Fifth Circuit reviewed the case de novo. The court concluded that the MSC required Shamrock to defend, indemnify, and insure Barry Graham because Barry Graham was part of a "Third Party Contractor Group" under the MSC. The court also determined that the cross-indemnification provisions in the contracts were satisfied, and that the Louisiana Oilfield Anti-Indemnity Act (LOAIA) did not void Shamrock's obligations because Fieldwood had paid the insurance premium to cover Shamrock's indemnities, thus meeting the Marcel exception.The Fifth Circuit reversed the district court's judgment and remanded the case for further proceedings consistent with its opinion. View "Barry Graham Oil v. Shamrock Mgmt" on Justia Law