Justia Contracts Opinion Summaries

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

Construction Manager subcontracted with Subcontractor to do work on a construction project. After the project was substantially complete, Subcontractor recorded a mechanic’s lien for unpaid work on the project. Subcontractor then filed a complaint against Construction Manager as the general contractor of the project, the owner of the property (Landowner), and the bank that financed the project (Bank) to enforce its mechanic’s lien. Construction Manager did not enter an appearance in the case. The circuit court subsequently granted an application filed by Landowner and Bank and released the real estate that had been subject to Subcontractor’s mechanic’s lien. Bank filed a motion to dismiss the mechanic’s lien claim on the basis that Subcontractor failed to timely serve Construction Manager, who it alleged to be a necessary party to the mechanic’s lien enforcement action. The circuit court agreed and dismissed the mechanic’s lien claim with prejudice. The Supreme Court reversed, holding that Construction Manager, as the general contractor, was not a necessary party to Subcontractor’s mechanic’s lien enforcement action. Remanded.View "Synchronized Constr. Servs., Inc. v. Prav Lodging, LLC" on Justia Law

Plaintiff and Defendant entered into a Settlement and License Agreement to resolve then-pending patent infringement litigation. After Plaintiff’s license was terminated, Plaintiff filed a complaint for declaratory, injunctive, and other relief against Defendant. Defendant moved to dismiss, arguing that the Court of Chancery was an improper venue because the Agreement’s forum selection clause directed “any dispute” between the parties to Georgia. Plaintiff argued that the Agreement was terminated before it filed the complaint, and regardless, its claims were not subject to the forum selection clause. The Court of Chancery dismissed the complaint without prejudice, holding that the courts identified in the forum selection clause were proper forums to determine whether the Agreement had been terminated, and if the Agreement was effective when Plaintiff filed the complaint, then dismissal for improper venue would be proper.View "Scanbuy, Inc. v. NeoMedia Techs., Inc." on Justia Law

Northstar Founders, LLC is a North Dakota company which was seeking financing to build a canola processing plant near Hallock, Minnesota. Northstar worked with several companies in an effort to raise funds for the project. In early April 2008, Northstar entered into a financial advisory agreement ("MDL Agreement") with MDL Consulting Group and Irish Financial Group, Inc. The agreement provided that MDL and Irish might act as a finder of potential sources of financing and required Northstar to pay various fees to MDL and Irish for their services, including success and equity fees if certain conditions were met. MDL and Irish introduced Northstar to Peter Williams. Williams was an investment banker in the New York office of Oppenheimer & Co., Inc., and was also a member of the board of directors of Hayden Capital Corp. MDL and Irish suggested Northstar enter into a financial advisory agreement with Hayden Capital USA (a subsidiary of Hayden Capital). Northstar signed a non-exclusive letter agreement with Hayden USA. Under the agreement, Northstar retained Hayden USA to act as a non-exclusive financial advisor and placement agent in connection with financing for the canola processing plant. Under the agreement, Hayden USA agreed to identify and introduce Northstar to potential purchasers or lenders and assist in structuring the financing and terms of the equity or debt financing. The agreement provided Northstar would pay Hayden USA a financing fee as compensation for its services if the conditions of the agreement were met. Stephen Hayden signed the agreement for Hayden USA. On April 28, 2008, Northstar entered into a confidentiality and non-disclosure agreement with Oppenheimer, which stated the purpose of the agreement was to facilitate business dealings between Northstar and Oppenheimer associated with the development of the processing plant. Williams signed the agreement for Oppenheimer. In July 2008, Williams introduced Northstar to PICO Holdings, Inc. In 2010, PICO Holdings and Northstar negotiated a transaction to build the canola processing plant. Hayden USA demanded a finder's fee from Northstar under the Hayden Agreement, claiming Williams was working on behalf of Hayden USA when he introduced Northstar to PICO Holdings. Irish and MDL also sought a finder's fee from Northstar, claiming they satisfied the terms of the MDL Agreement when they introduced Northstar to Williams. Hayden Capital US, Hayden Capital Corp., Peter Williams, and Stephen Hayden, and MDL Consulting Group, LLC and Andrew Zweig appealed, and Northstar Founders, LLC cross-appealed district court judgment declaring that Northstar did not owe Hayden or MDL finder's fees for securing financing for a canola processing plant. Finding no reversible error, the Supreme Court affirmed.View "Northstar Founders, LLC v. Hayden Capital USA, LLC" on Justia Law

NASDAQ conducted the initial public offering (IPO) for Facebook in May 2012. UBS subsequently initiated an arbitration proceeding against NASDAQ seeking indemnification for injuries sustained in the Facebook IPO, as well as damages for breach of contract, breach of an implied duty of good faith and fair dealing, and gross negligence. NASDAQ initiated a declaratory judgment action to preclude UBS from pursuing arbitration. The district court granted a preliminary injunction and UBS appealed. The court concluded that federal jurisdiction is properly exercised in this case; the district court properly decided the question of arbitrability because the parties never clearly unmistakably expressed an intent to submit that question to arbitration, and such an intent cannot be inferred where, as here, a broad arbitration clause contains a carved-out provision that, at least arguably covers the instant dispute; UBS's claims against NASDAQ are not subject to arbitration because they fall within the preclusive language of NASDAQ Rule 4626(a), and the parties specifically agreed that their arbitration agreement was subject to limitations identified in, among other things, NASDAQ Rules; and, therefore, the court affirmed the district court's order preliminarily enjoining UBS from pursuing arbitration against NASDAQ. The court remanded for further proceedings.View "NASDAQ OMX Grp., Inc. v. UBS Sec., LLC" on Justia Law

Plaintiff and a certified class of EverBank customers filed suit against EverBank for breach of contract. Plaintiff and the class purchased EverBank WorldCurrency certificates of deposit (CDs) denominated in Icelandic krona (ISK), which matured between October 8, 2008, and December 31, 2008. Applying Florida law, the court agreed with the district court that plaintiff failed to introduce evidence sufficient for a reasonable jury to find that EverBank breached the Terms and Conditions of the contract by exercising its discretion to close the CDs at maturity under paragraph 1.17 in bad faith; plaintiff's Truth in Savings Act section 266 (TISA), 12 U.S.C. 4305(c), argument is unpersuasive where the TISA does not provide a private right of action to enforce its provisions; the court agreed with the district court that the Lock-In Alternative suggests that many customers might desire to have their balances converted into U.S. dollars upon maturity, and that it would therefore be reasonable for the Terms and Conditions to provide for a generally understood currency conversion rate; but the court disagreed that the Lock-In Alternative establishes as a matter of law that paragraph 2.7.1 of the Terms and Conditions provides that rate; because the Terms and Conditions do not unambiguously supply a currency conversion rate applicable when the CDs are closed, EverBank may have breached its agreement with the class members by returning the value of their CDs using a currency conversion rate within 1% of the wholesale spot price. Accordingly, summary judgment was not appropriate on this issue. The court affirmed in part, reversed in part, and remanded.View "Vathana v. EverBank" on Justia Law

Plaintiff-construction company filed suit asserting that Defendant-homeowners breached the parties’ contract in which Plaintiff agreed to complete construction work on Defendants’ home. Further, Plaintiff alleged that Defendants were unjustly enriched in failing to pay the balance owed to Plaintiff. The trial justice awarded Plaintiff $55,455 in damages plus prejudgment interest on an offer of judgment that had been deposited in the Registry of the Superior Court. Defendants appealed the decision to award prejudgment interest, and Plaintiff cross-appealed the damages award. The Supreme Court dismissed the appeals of both parties and affirmed the judgment, holding that the trial justice was not clearly wrong in awarding statutory interest in the offer of judgment and in his conclusion that Plaintiff was entitled to $55,455.View "Raiche v. Scott" on Justia Law