Justia Contracts Opinion Summaries

Sam Woodruff owned land in Rankin County. He agreed to sell a part of that land to Rita Thames, his first cousin’s daughter, who was also a neighbor. Woodruff claimed that he agreed to sell Thames one acre from a tract of land for the purchase price of $9,750. Thames claims that Woodruff agreed to sell her 6.53 acres from a different tract of land for that amount. Woodruff claimed that Thames then brought him a blank contract of sale to sign, which he did. Thames appears to claim that the blank contract of sale included attachments that described the land; however, the appellate record contained no evidence of this. The trial court entered a default judgment awarding specific performance in favor of the Thames. Woodruff moved to have the default judgment set aside, and the trial court denied the motion, finding that Woodruff lacked good cause for the default and lacked a “compelling defense.” The Supreme Court concluded after its review of the trial court record that serious question remained regarding whether a valid contract existed between the parties, giving the seller a colorable defense. Because the trial court abused its discretion by failing to set aside the default judgment, the Supreme Court reversed the trial court’s judgment and remanded the case for proceedings on the merits. View "Woodruff v. Thames" on Justia Law

Kreisers Inc., a Subchapter S corporation, hired First Dakota Title to assist it with a like-kind property exchange in order to receive tax deferred benefits under 26 U.S.C. 1031. The like-kind exchange partially failed. Kreisers subsequently sued First Dakota for negligence and negligent misrepresentation. The circuit court rejected Kreiser’s negligent misrepresentation claim but determined that First Dakota was negligent in assisting Kreisers with the exchange. The Supreme Court affirmed, holding that the circuit court (1) did not err in applying tort law rather than contract law to determine the duty that First Dakota owed to Kreisers; (2) did not err in concluding that Kreisers was not contributorily negligent; and (3) did not err in its calculation of damages.View "Kreisers Inc. v. First Dakota Title Ltd. P’ship" on Justia Law

In Spring 2008, Williams Company Construction, Inc. entered into a construction contract to remodel the Friendly Smiles Cosmetic Dentistry Office owned by Dr. Brenda Barfield. Dr. Barfield previously leased the building from Williams Company owner Glen Williams for approximately five years before she purchased the property from him in 2008. Dr. Barfield hired Williams to remodel the building because of its construction experience and familiarity and knowledge of the building. When Dr. Barfield hired Williams, she did not know whether the remodeling work would be done by Williams or subcontractors. Dr. Barfield did not deal directly with any subcontractors during the remodeling project nor did she direct Williams to hire any specific subcontractors. During the remodel, Williams served as the general contractor and hired subcontractors to do various construction tasks. In December 2008, a section of a copper water pipe froze and burst. The frozen water pipe caused minor water damage and was repaired by plumbing subcontractor Home Heating. During the repair process, a Home Heating employee cut a hole in the wall to locate the leak and discovered that the air in the plumbing wall was cold. The employee was concerned the pipe could freeze again and notified the Friendly Smiles Cosmetic Dentistry Office about the cold air. Dr. Barfield contacted Williams to express her concern about the pipes re-freezing from the cold air. According to testimony, Williams told Dr. Barfield not to worry about the pipes freezing again because of circulating warm air around the hole. Dr. Barfield also wanted the hole in the wall patched, but had difficulty in securing Williams or Home Heating to fix it. Dr. Barfield made repeated requests for Williams or Home Heating to resolve the cold air issue, but they did not fix the problem. Approximately one week after the pipe was fixed, the water pipe froze and broke again, this time causing extensive water damage to the dental office. Dr. Barfield and her insurance company, Travelers Insurance, brought suit against Williams, Home Heating (and other subcontractors) for negligence, and breach of contract. Before trial, the parties stipulated that the total amount of damages was $220,046.09. Williams requested the trial court to include a jury instruction concerning the independent contractor distinction (C-55.25), and a jury instruction pertaining to the failure of a party to produce witnesses (C-80.30). The court denied the two requests. At the pretrial hearing, the parties stipulated that the case would be tried before the jury based on comparative fault. The jury was given a special verdict form and found Williams seventy percent at fault, Home Heating twenty-five percent at fault, and Dr. Barfield five percent at fault. Judgment was entered against Williams. Williams subsequently filed a motion for a new trial arguing the court erred in denying its requested jury instructions and there was insufficient evidence for the jury to find Williams seventy percent at fault for the damages. Following a hearing, the district court denied the motion. Williams appealed the district court's judgment, but finding no reversible error, the Supreme Court affirmed. View "Travelers Cas. Ins. Co. of America v. Williams Co. Construction" on Justia Law

At issue in this case was a joint operating agreement (JOA) for Wyoming oil and gas interests entered into in 2000 by the predecessors in interest to Windsor Energy Group, LLC and Windsor Beaver Creek, LLC (together, Windsor) and Noble Energy, Inc. (Noble). In 2004, Noble’s predecessor assigned its interest to another party. In 2010, Windsor filed suit against Noble’s predecessor, claiming it was obligated for costs under the JOA. The district court ruled (1) an assignor of an interest who was not formally released was still obligated under the JOA, but (2) Windsor’s claim against Noble for breach of the JOA was barred by laches. The Supreme Court affirmed the district court’s judgment without addressing the contract issue, holding that the district court (1) did not err in ruling that the equitable doctrine of laches was an available defense to Windsor’s claim for breach of the JOA even though the statute of limitations had not expired; and (2) did not abuse its discretion by finding the elements of laches were satisfied in this case.View "Windsor Energy Group, LLC v. Noble Energy, Inc." on Justia Law

In 2007, appellant Brent McCormick suffered a back injury while pushing a net reel aboard the F/V CHIPPEWA, owned by Chippewa, Inc. The day after his injury McCormick was treated with ibuprofen. Later that night rough seas caused him to fall out of his bunk and hit his head. McCormick continued to suffer back pain and dizziness and later was treated by medical specialists. In 2010, McCormick filed a complaint against Chippewa, Inc. and Louis Olsen (the vessel’s captain), alleging “unseaworth[i]ness” of the F/V CHIPPEWA and negligence in failing to ensure workplace safety and provide proper medical care. Chippewa had a liability insurance policy with a $500,000 per occurrence limit, including a “cannibalizing” provision specifying that costs and expenses spent “investigating and/or defending any claim” would be deducted from the policy limit. The parties ultimately agreed to settle the case for the "policy limit," but were unable to agree on what "policy limit" meant. Each side sought to enforce the agreement based on their respective understandings of the term. During summary judgment proceedings, one party asked for time to conduct discovery regarding the parties’ intent. The superior court granted summary judgment to the other party and denied the discovery request as moot. Because it was an abuse of discretion not to allow discovery before ruling on the summary judgment motion, the Supreme Court vacated the summary judgment order and remanded the case so that appropriate discovery could be conducted. View "McCormick v. Chippewa, Inc." on Justia Law

Plaintiff-school opened a bank account for its operating fund with Defendant-bank. One of Plaintiff’s employees later opened a bank account with Defendant that Plaintiff had not authorized and deposited into that account several hundred checks originating from, or intended to be deposited into, Plaintiff’s bank account with Defendant. Over the course of approximately four years, the employee deposited $832,776 into this bank account and withdrew funds just short of that amount. Defendant refused Plaintiff’s demand to return the funds that the employee had funneled through this account to himself. Thereafter, Plaintiff commenced this action, alleging breach of contract, violations of the Uniform Commercial Code (UCC), negligence, and common law conversion. The trial court rendered judgment in favor of Plaintiff on each of the counts and awarded $832,776 in total compensatory damages. The Supreme Court affirmed in all respects with the exception of the damages award, holding that some of Plaintiff’s claims under the UCC were time barred and that the trial court did not otherwise err in its judgment. Remanded with direction to reduce the award by $5,156 and to proportionately reduce prejudgment interest, .View "Saint Bernard Sch. of Montville, Inc. v. Bank of Am. " on Justia Law

Augustus Evans, who was incarcerated, filed two actions that he sought to bring in Chancery against Bayer Corp. and Johnson & Johnson Co. alleging that he had been injured by pharmaceutical products manufactured and sold by Defendants. Evans sought to proceed in forma pauperis. The Court of Chancery denied the motions to proceed in forma pauperis, holding that Evans could not establish jurisdiction in the Court because Evans’ claims neither sought equitable relief nor involved equitable subject matter and because the statutory bases recited by Evans did not support equitable jurisdiction, and therefore, permitting Evans to proceed in forma pauperis in the Court would be futile.View "Evans v. Bayer Corp." on Justia Law

The health care service plan in this case, Kaiser Permanente, covered three patients who received care at an emergency room operated by Dameron Hospital Association. The patients were injured due to the negligence of third party tortfeasors who had automobile liability insurance with California Automobile Association Inter-insurance Bureau (AAA) and Allstate Insurance Company. Unlike Kaiser, neither AAA nor Allstate had contracts with Dameron. In the absence of an agreement for negotiated billing rates, Dameron sought to collect from AAA and Allstate its customary billing rates by asserting liens filed under the Hospital Lien Act (HLA). AAA and Allstate, however, ignored Dameron’s HLA liens when paying settlements to the three Kaiser patients. Upon learning of the settlements, Dameron sued AAA and Allstate to recover on its HLA liens. The trial court granted insurers’ motions for summary judgment on grounds the patients’ debts had already been fully satisfied by their health care service plans. Reasoning the HLA liens were extinguished for lack of any underlying debt, the trial court dismissed the case. The trial court further found dismissal was warranted because Dameron failed to timely file some of its HLA liens against AAA. The question this case presented to the Court of Appeal was whether the health care service plan’s payment of a previously negotiated rate for emergency room services insulated the tortfeasor’s automobile liability insurer from having to pay the customary rate for medical care rendered. AAA and Allstate argued they were not responsible for any amount after Kaiser paid in full the bill for the emergency room services provided by Dameron. Dameron argued that it contracted with Kaiser to preserve its rights to recover the customary billing rates from tortfeasors and their automobile liability insurers, and that the tortfeasors and their liability insurers were responsible for the entire bill for medical services at the customary rate - not just the difference between the reimbursement received from Kaiser and the customary billing rate. The Court of Appeal concluded that the Dameron/Kaiser contract did not contain the term described by case law as sufficient to preserve the right to recover the customary billing rate for emergency room services from third party tortfeasors. Consequently, the trial court properly granted summary judgment in favor of AAA and Allstate. View "Dameron Hosp. Assn. v. AAA Nor. Cal., Nev. & Utah Ins. Exc." on Justia Law

Plaintiff, Lightlab Imaging, Inc., filed this action against Defendants, a competitor of Lightlab’s and a supplier, alleging, among other causes of action, breach of contract and the covenant of good faith and fair dealing and misappropriation of trade secrets and confidential information. The trial of this action was conducted in multiple phases. The jury returned a verdict in favor of LightLab on issues of liability. At the damages phase, the parties stipulated that LightLab was entitled to nonlost profits damages in the amount of $200,000. Lastly, the trial judge awarded LightLab permanent injunctive relief for trade secrets the jury found had been misappropriated but denied permanent injunctive relief for protection against future appropriation of Lightlab’s trade secrets. The Supreme Judicial Court affirmed but ordered the inclusion of the declaration sought by LightLab, holding (1) the trial judge did not abuse her discretion in excluding opinion testimony from LightLab’s expert economist on the question of certain future lost profits; (2) the trial judge did not err in declining to issue permanent injunctions to protect Lightlab’s trade secrets; and (3) Lightlab was entitled to a declaration of its contract rights that mirrored the language of the order for summary judgment concerning contract formation.View "Lightlab Imaging, Inc. v. Axsun Techs., Inc." on Justia Law

Appellees, husband and wife, entered into an agreement with Appellant under which Appellees were to purchase Appellant’s undivided one-third interest in a 160-acre parcel of real estate. Appellant subsequently backed out of the purchase agreement, and Appellees filed a breach of contract action against Appellant. A bench trial was held, at which time Appellant no longer had title to the property. The district court found in favor of Appellees and awarded damages, concluding that Appellant had breached the purchase agreement by refusing to sell her interest in the property to Appellees. The Supreme Court affirmed, holding that the district court did not err in determining that Appellant breached the purchase agreement and failing to find repudiation of the contract. View "Stauffer v. Benson" on Justia Law