Justia Contracts Opinion Summaries

Saint Alphonsus Diversified Care, Inc.formed a general partnership named MRI Associates. The parties executed a written partnership agreement for the purpose acquiring and operating diagnostic and therapeutic devices, equipment, and accessories, beginning with a magnetic resonance imaging (MRI) scanner. MRI Associates formed two limited partnerships: MRI Limited Partnership (which owned and operated an MRI scanner located on Saint Alphonsus' campus) (“MRI Center”); and MRI Mobile Limited Partnership (which owned and operated mobile MRI scanners) (“MRI Mobile”). For decades, a group of radiologists known as Gem State Radiologists had interpreted medical images pursuant to a contract that gave them the exclusive right to serve the radiological needs of patients of Saint Alphonsus. After the formation of MRI Associates, they interpreted MRI scans performed at MRI Center. In 1998, the Radiologists began planning to construct and operate an outpatient facility in Boise that was located away from the hospital. The proposed facility would provide a full range of medical imaging services, including MRI imaging. There were negotiations among the Radiologists, Saint Alphonsus, and MRI Associates to have one medical imaging entity, but those negotiations were unsuccessful. There was evidence that Saint Alphonsus was negotiating against MRI Associates with the Radiologists. In 1999, the Radiologists formed Intermountain Medical Imaging, LLC, (“IMI”), and on September 1, 1999, they opened their facility. Saint Alphonsus began negotiating with the Radiologists to partner with them in the imaging center. In 2001, Saint Alphonsus became a member of IMI. IMI opened another facility in Meridian. In 2004, Saint Alphonsus gave notice to MRI Associates that it would dissociate from the partnership. Under the partnership agreement, upon dissociation Saint Alphonsus could not compete with MRI Associates for a period of one year. Saint Alphonsus then filed this action seeking to recover the value of its partnership interest from MRI Associates, and MRI Associates responded by filing a multi-count counterclaim and claims against third parties. The third-party claims were ultimately dismissed. The jury found Saint Alphonsus liable on all causes of action, and MRI Associates was awarded a judgment in the sum of $36.3 million. That judgment was vacated on appeal, and the case was remanded for further proceedings. The case was again tried to a jury. The jury found in favor of the MRI Entities on each of the claims. Under the judgment entered by the district court, the awards under each claim for relief were in the alternative. The highest award to each of the MRI Entities was: $3,906,338 to MRI Associates; $25,828,208 to MRI Center; and $22,349,967 to MRI Mobile, which totaled $52,084,513. On its complaint, Saint Alphonsus was awarded $4.6 million against MRI Associates. Saint Alphonsus appealed, and the MRI Entities cross-appealed. Finding no reversible error in the district court's decision, the Supreme Court affirmed the district court.View "St. Alphonsus Diversified Care v. MRI Associates, LLP" on Justia Law

This case arose out of a contract dispute when Robert Coleman, Profits Plus Capital Management, LLC (“Profits Plus”), and Dollars and Sense Growth Fund Limited Partnership (“Dollars and Sense”) filed a claim for declaratory judgment against Jeffrey Podesta and Street Search, LLC. Coleman, Profits Plus, and Dollars and Sense sought a judgment declaring that they did not have a contract with either Podesta or Street Search. Podesta and Street Search then counterclaimed seeking damages for breach of contract, fraud, constructive fraud, and breach of fiduciary duties. Ultimately, only Podesta and Street Search’s breach of contract and breach of fiduciary duty claims went to the jury, which decided those claims in favor of Coleman, Profits Plus, and Dollars and Sense. Podesta and Street Search now appeal a number of the district court’s decisions made before, during, and after trial. We affirm the district court’s decisions.View "Profits Plus Capital Mgmt. v. Podesta" on Justia Law

An Insurer issued a life insurance policy to an Insured. After the Insured died, the Insurer refused to pay the death benefit to Plaintiff, the Insured’s widow, and rescinded the life insurance policy based on its discovery that the Insured had failed to disclose that he had undergone certain medical procedures. Plaintiff sued the Insurer and the medical records contractor from whom the Insurer requested the Insured’s medical records. The district court granted summary judgment to Defendants, concluding (1) the Insured’s failure to disclose the medical procedures made his statements willfully false or intentionally misleading as a matter of law; and (2) a patient does not have a cause of action under Minn. Stat. 144.298(2) for withholding a medical record that the patient authorized to be released. The Supreme Court affirmed in part, reversed in part, and remanded, holding (1) rescission of a life insurance policy requires proof of the insured’s subjective intent to deceive, and there was a genuine issue of material fact regarding the intent of the Insured in this case; and (2) a patient does not have a private right of action under section 144.298(2) when a person releases fewer medical records than authorized by a patient’s consent.View "Larson v. Northwestern Mut. Life Ins. Co." on Justia Law

In 2011, nClosures and Block began a business relationship in which nClosures designed and Block manufactured metal enclosures for electronic tablets, such as iPads. The parties signed a confidentiality agreement; nClosures then divulged its designs for the enclosure device to Block for manufacture. The first device, the Rhino Elite, entered the market for sale in October 2011. By March 2012, however, Block developed its own competing device, the Atrio. nClosures sued, alleging breach of contract and breach of fiduciary duty. The district court granted summary judgment to Block on both claims, but denied Block attorney fees. The Seventh Circuit affirmed, agreeing that no reasonable jury could find that nClosures took reasonable steps to keep its proprietary information confidential, so that the confidentiality agreement was unenforceable and that no reasonable jury could find that a partnership existed between nClosures and Block that could give rise to a viable breach of fiduciary duty claim.View "nClosures Inc. v. Block & Co., Inc." on Justia Law

This case arose when defendant entered into a settlement agreement to sell her property to Blueberry and then refused to consummate the sale. The trial court entered judgment pursuant to the terms of the agreement and ordered defendant to complete the sale. On appeal, defendant challenged the trial court's post-judgment order appointing the clerk of the court as an elisor to execute the escrow agreement on behalf of defendant. The court affirmed the judgment of the trial court, concluding that the trial court's order was proper under Code of Civil Procedure section 128, subdivision (a)(4), which empowers the court to compel obedience to its judgments.View "Blueberry Properties v. Chow" on Justia Law

Roger and Barbara Stephens owned a parcel of real property consisting of about 270 acres on the west side of the highway and another parcel consisting of about 83 acres on the east side of the highway. They hired a realtor to sell the parcel on the west side of the highway. The realtor asked Northern Title Company of Idaho, Inc., to begin the initial title work for a sale of the property, including preparing a legal description for the sale of the parcel on the west side of the highway. Stephen Cummings noticed a "For Sale" sign on the Stephenses' property. Cummings negotiated to purchase the Stephens' property. He was faxed a copy of the commitment for title insurance issued in connection with the transaction. The legal description in the document included the Stephenses' property on both sides of the highway and two additional parcels they did not own. Based upon the legal description in those documents, Cummings believed that the property being sold included both parcels of the Stephenses' property. Northern Title discovered that the legal description it had prepared for use in the real estate contract and its title commitment for that transaction erroneously included the Stephenses' real property located east of the highway and two parcels of land they did not own. The legal description consisted of five paragraphs, each describing a separate parcel of real property. In an effort to correct that error, Northern Title created a revised legal description by inserting between the first and second paragraphs the words, "Except all of that portion of the following described land lying easterly of U.S. Highway 30." That change excluded the two parcels of property not owned by the Stephenses, but it did not exclude their land lying east of the highway because it was described in the first paragraph. On the date of closing, Northern Title recorded a warranty deed (Original Deed) granting to Cummings the real property described in the revised legal description, which was attached to the deed as Exhibit A. The legal description included the Stephenses' property on the east side of the highway. Mr. Stephens went to the county courthouse to pay the real estate taxes on the 83 acres of land east of the highway and was informed that he no longer owned that property. Cummings filed this action against Mr. Stephens over the erroneous deed. Stephens answered, denying Cummings's claims, and filed a third-party claim against Northern Title. He later dropped his third-party claim in exchange for Northern Title agreeing to indemnify him from any losses. Stephens then filed a motion for summary judgment, contending that there was a mutual mistake or a unilateral mistake in the legal description of the real property being sold. The district court held that there was a genuine issue of fact regarding mutual mistake, but it granted the motion on the ground that the undisputed evidence showed a unilateral mistake. One of the realtors had filed an affidavit stating that prior to the sale he had told Mr. Cummings that only the land west of the highway was being sold, and Mr. Cummings did not deny that fact. Cummings successfully moved for reconsideration, with the district court finding that there was a genuine issue of material fact as to what Cummings had been told about what property he was purchasing. Cummings then amended his complaint, adding Northern Title as a defendant and alleging that by recording the Correction Deed, Stephens and Northern Title breached the warranties of title in the Original Deed, converted the 83 acres lying east of the highway, and slandered Cummings's title to the real property. The district court granted Stephens's motion for involuntary dismissal as to all of the claims against him. And in its written findings of fact and conclusions of law, the district court denied all of Cummings's claims against Northern Title except one. It found that Northern Title acted negligently as a title and abstract company, and it awarded Cummings damages in the sum of $50,000, which was the sum he had paid to obtain an assignment of its contract to purchase the Stephenses' property. The court awarded Mr. Stephens costs and attorney fees against Cummings, and it awarded Mr. Cummings costs and attorney fees against Northern Title. Mr. Cummings appealed and Northern Title cross-appealed. The Supreme Court affirmed the dismissal of Cummings' claims against Stephens, and reversed claims against Northern Title on the ground that it assumed the duty of being an abstractor of title.View "Cummings v. Stephens" on Justia Law

Lynn Becker contracted with the Ute Indian Tribe of the Uintah and Ouray Reservation (Tribe) to provide services related to the Tribe's development of its energy and mineral resources. Following a dispute concerning Becker's compensation under the contract, Becker brought breach of contract, breach of covenant of good faith and fair dealing, and accounting claims against the Tribe in the United States District Court for the District of Utah. All of Becker's claims were state law claims. Nevertheless, Becker's complaint asserted that the district court had federal question jurisdiction because the case raised substantial issues of federal law. Becker appealed the district court's dismissal of his complaint for lack of subject matter jurisdiction. Finding no reversible error, the Tenth Circuit affirmed.View "Becker v. Ute Indian Tribe of the Uintah" on Justia Law

Headwaters Resources, Inc. carried commercial liability insurance issued by two insurance companies: Illinois Union Insurance Company and ACE American Insurance Company. Headwaters sought reimbursement for its litigation costs arising from a case brought by landowners in Virginia, alleging that Headwaters had caused personal injury and property damage during the construction of a nearby golf course. The complaint alleged that fly ash used in the construction process caused air and water pollution that devalued their homes and created health risks to the homeowners. The insurance companies told Headwaters that defense costs related to Headwaters’ pollution were outside the scope of the coverage and denied the claim. Headwaters sued, and the district court eventually granted summary judgment in favor of the insurance companies, finding that the pollution exclusions in the insurance policies precluded coverage. Jurisdictions that have addressed the scope of a "total pollution exclusion" were either: (1) courts that applied the pollution exclusions as written because they find them clear and unmistakable; or (2) courts that narrowed the exclusions to "traditional environmental pollution," because they found the terms of the exclusion to be ambiguous due to their broad applicability. The Utah Supreme Court had not yet weighed in on this debate, and the federal district court did not pick a side on its behalf. Instead, the district court found that certain of the at-issue pollution exclusions unambiguously applied to bar coverage and that the remaining pollution exclusions, although possibly ambiguous, still applied because the complaints unquestionably alleged traditional environmental pollution. As a result, the complaints triggered the pollution exclusions in all of the policies, and the district court granted summary judgment in favor of the insurance companies. Upon review, the Tenth Circuit found that each of the pollution exclusions was unambiguous, and affirmed the district court’s grant of summary judgment.View "Headwaters Resources v. Illinois Union Insurance Co." on Justia Law

In 1999, Cooper and Robert L. Flowers formed C&F Enterprises, LLC. C&F owned a parcel of property in Huntsville, upon which it built a shopping center known as College Plaza. Pursuant to an "Amended and Restated Operating Agreement," MTA, Inc. became a member of C&F. The operating agreement provided that MTA, Flowers, and Cooper each owned a one-third interest in C&F. C&F borrowed $650,000 from the Southern Development Council, Inc. ("SDC"), a community-development program; that debt was memorialized by a promissory note. On the same day, SDC assigned the note to the Small Business Administration ("the SBA"). Cooper and Flowers personally guaranteed the indebtedness owed under the note. A few years later, C&F received a foreclosure letter with respect to the note. Counsel for MTA sent Cooper a letter informing him of MTA's intent to exercise its right of first refusal pursuant to section 16 of the operating agreement. In 2012, MTA filed a complaint against Cooper and Flowers, alleging multiple issues, but of pertinence for this appeal, the complaint alleged a count of contribution and "demand[ed] judgment in [MTA's] favor and against Cooper in the amount of $270,902.00, and Flowers in the amount of $270,902.00." In the alternative, "[MTA] demand[ed] judgment in its favor and against Cooper and Flowers for their individual pro rata contribution shares as determined at trial." Cooper filed a motion to dismiss; the trial court denied the motion. Cooper then answered the complaint. Thereafter, MTA filed a motion for a summary judgment against Cooper and Flowers. After a hearing, the trial court entered an order granting MTA's summary-judgment motion. Because genuine issues of material fact still remained at the time the trial court granted summary judgment, the Supreme Court concluded the trial court erred in this respect. The trial court's order was reversed, and the case remanded for further proceedings.View "Cooper v. MTA, Inc." on Justia Law

Jeffrey Wright and Myron Allenstein filed separate complaints against A-1 Exterminating Company, Inc.; Terry Buchanan; Edward Wrenn; and David Wrenn (collectively, "A-1"). In the complaints, plaintiffs alleged that, on the date of the initial termite bonds they were issued, A-1 Exterminating promised to identify and recommend the appropriate services to protect the plaintiffs' houses or property from termites. Plaintiffs stated that in their contract with A-1, plaintiffs had paid for the initial service, the issuance of the termite bond, and annual renewal premiums. During subsequent periodic visits to the subject properties, A-1 sprayed liquids and either represented to plaintiffs or led plaintiffs to believe that those applications were treatments for termites. But in the last two years, A-1 had admitted that the periodic sprays were not to prevent or control termites; and that Buchanan, a State-licensed pest-control operator who worked for A-1 Exterminating, had admitted that the spray was a regular, watered-down pesticide that might only be strong enough to kill ants and possibly spiders. The two complaints included counts alleging fraud, including promissory fraud; breach of warranty; negligence, including negligence per se, and wantonness; breach of contract; and negligent training, supervision, and retention. It also included a request for "equitable relief, including unjust enrichment." The trial court entered an amended protective order in both cases. Plaintiffs then filed petitions for the writ of mandamus with the Supreme Court seeking a rescission. The Supreme Court found the protective orders overbroad: "the trial court should balance its interest in protecting A-1's right to a fair trial against the First Amendment rights of the plaintiffs and their attorneys. Further, any protective order in this regard must be narrowly tailored so that it uses the least restrictive means necessary to protect A-1's right to a fair trial." The Court granted plaintiffs' petitions for mandamus relief, and remanded the cases for further proceedings.View "Wright v. A-1 Exterminating Company, Inc., et al." on Justia Law