Justia Contracts Opinion Summaries

This case arose from contracts to purchase real estate. On appeal, Inlet Beach and others challenged the district court's order entering final judgment in favor of the FDIC-R. The court concluded that Inlet Beach's contract claims are barred by the Inlet Beach Contract's remedies limitation provision. Despite Inlet Beach's argument to the contrary, the remedies limitation provision does not lack mutuality and is therefore enforceable. The court affirmed the judgment as to that issue and also affirmed the district court's dismissal of the other claims.View "Inlet Beach Capital Investments LLC v. Federal Deposit Insurance Corporation" on Justia Law

Appellant North River Insurance Company challenged the Court of Chancery’s denial of its request for permanent injunctive relief. This multi-forum litigation concerns 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 1972 through 1986. MSA defended against thousands of personal injury claims allegedly caused by defects in its mine safety equipment. MSA seeks coverage under North River’s policies as well as from several other insurers. The issue this case presented for the Supreme Court's review was whether North River’s coverage under these policies was "triggered" (as a matter of Pennsylvania law), and 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 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 to the Court of Chancery's decision, the Delaware Supreme Court affirmed.View "The North River Insurance Co. v. Mine Safety Appliances Co." on Justia Law

Plaintiffs Brett Woods and Kathleen Valdes were state employees and representatives of a class of New Mexico state and local government employees who alleged they paid for insurance coverage through payroll deductions and premiums pursuant to a policy issued by Standard Insurance Company (Standard), but did not receive the coverage for which they paid and, in some cases, were denied coverage entirely. Plaintiffs filed suit in New Mexico state court against three defendants: Standard, an Oregon company that agreed to provide the subject insurance coverage; the Risk Management Division of the New Mexico General Services Department (the Division), the state agency that contracted with Standard and was responsible for administering benefits under the policy; and Standard employee Martha Quintana, who Plaintiffs allege was responsible for managing the Division’s account with Standard and for providing account management and customer service to the Division and state employees. Plaintiffs' ninety-one-paragraph complaint, stated causes of action against Standard and the Division for breach of contract and unjust enrichment; against Standard for breach of fiduciary duty, breach of the implied duty of good faith and fair dealing, and Unfair Practices Act violations; and against Standard and Ms. Quintana for breach of the New Mexico Trade Practices and Fraud Act. The issue this appeal presented for the Tenth Circuit's review centered on whether remand to the state court pursuant to the Class Action Fairness Act (CAFA) was required under either of two CAFA provisions: the state action provision, which excludes from federal jurisdiction cases in which the primary defendants are states; or the local controversy exception, which requires federal courts to decline jurisdiction where, among other things, there is a local defendant whose alleged conduct forms a significant basis for the claims asserted by plaintiffs and from whom plaintiffs seek significant relief. The Court concluded that neither provision provided a basis for remand, and therefore reversed the decision of the magistrate judge remanding the case to state court. But because the Tenth Circuit could not determine whether Defendants have established the amount in controversy required to confer federal jurisdiction, the case was remanded to the district court for the resolution of that issue.View "Woods v. Standard Insurance Co." on Justia Law

Western Ecosystems Technology, Inc. (Western) and GreenHunter Wind Energy, LLC entered into a contract whereby Western provided the LLC consulting services. When the LLC paid nothing for Western’s services, Western brought a breach of contract action against the LLC. Western obtained a judgment against the LLC. Because the LLC had no assets upon which Western could execute, Western brought this action against GreenHunter Energy, Inc. (Appellant), the sole member of the LLC, seeking to pierce the LLC’s veil and hold Appellant liable for the LLC’s contractual obligations. The district court found in favor of Western, pierced the LLC’s veil, and awarded a judgment of $45,807 against Appellant. The Supreme Court affirmed the district court’s judgment piercing the LLC’s veil and imposing liability on Appellant for its debt to Western, holding that the district court correctly applied the applicable law and that its findings of fact were not clearly erroneous.View "Greenhunter Energy, Inc. v. W. Ecosystems Tech., Inc." on Justia Law

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