Justia Contracts Opinion Summaries

James Garside acquired shares in South Despain Ditch Company in contravention of corporate restrictions on transferability of South Despain shares. After the sale, South Despain refused to issue certificates in Garside’s name and recognize him as a shareholder, claiming that the sale violated the transfer restrictions and was therefore was void. Garside filed suit, challenging the enforceability of the restrictions and asserting that their enforcement put South Despain in breach of its obligations in contract, fiduciary duty and the Utah Nonprofit Corporation Act. The district court granted summary judgment in favor of South Despain. Garside died during litigation, and Paul Southam proceeded on appeal. The Supreme Court affirmed, holding that the restrictions on the transfer of South Despain shares were enforceable, and thus, Southam acquired no viable rights as a shareholder. Absent a shareholder interest in the corporation, Southam lacked standing to pursue any of his claims.View "Southam v. S. Despain Ditch Co." on Justia Law

William Weber and Dixie Weber irrigated eight tracts of water from the upper Taylor-Ord Canal under contract with North Loup Public Power and Irrigation District. In June 2010, flooding occurred that destroyed a diversion dam that North Loup had utilized to deliver water to irrigators. Due to the extent of the damage, North Loup concluded that water would not be provided to irrigators on the upper Canal during the 2010 irrigation season. At the time of the flooding, the Webers had not yet paid their 2010 irrigation charges. The Webers sued North Loup, alleging breach of contract and negligence and claiming damages resulting from reduced crop yields. The district court granted summary judgment for North Loup, concluding that because the Webers had not paid the 2010 irrigation charges, North Loup had no duty under the contracts to deliver water to the Webers during 2010. The Supreme Court affirmed, holding (1) the Webers’ failure to pay was both a nonfulfillment of a condition and a material breach of contract that relieved North Loup of its duty to perform; and (2) the Webers’ negligence claim failed as a matter of law because North Loup owed no duty to the Webers.View "Weber v. N. Loup River Pub. Power & Irrigation Dist." on Justia Law

Plaintiff filed suit against Kenya in district court for breach of contract based on Kenya's underpayment of rewards owed to him. The court affirmed the district court's conclusion that the Foreign Sovereign Immunities Act (FSIA), 28 U.S.C. 1604, barred plaintiff's suit. In this case, Kenya did not waive its immunity in U.S. courts and Kenya's alleged breach of contract lacks the connection to the United States required by the commercial activity exception to the FSIA.View "Odhiambo v. Republic of Kenya, et al." on Justia Law

Dr. Steven Hayne appealed the trial court’s grant of summary judgment in favor of his former medical malpractice insurer, The Doctors Company and The Doctors Company Insurance Services (collectively, “The Doctors”). The Doctors refused to cover Hayne for lawsuits brought by exonerated criminal defendants against whom Hayne had testified as a State’s witness. Kennedy Brewer sued Hayne for malicious prosecution, fraud, and negligent misrepresentation in the Circuit Court of Noxubee County, Mississippi, and later in federal district court. Hayne sought coverage under a medical malpractice insurance policy he had purchased from The Doctors. The Doctors declined to provide coverage, arguing that Brewer was not a "patient" under Hayne’s medical malpractice insurance policy, and that the company therefore was under no obligation to cover Hayne in relation to the suit brought by Brewer. Hayne argued in his suit against The Doctors that The Doctors knew when it issued the policy exactly what kind of medicine he practiced, and that the insurance policy covered him for the types of medical malpractice suits he might face, including the suit filed by Brewer. The Doctors moved for summary judgment, arguing that the policy language was clear and unambiguous in the kind of coverage provided, and that the suit by Brewer did not fall within the policy’s coverage. The Circuit Court agreed, and, despite a lack of in-depth discovery, granted the motion for summary judgment. Finding no reversible error, the Supreme Court affirmed. View "Hayne v. The Doctors Company" on Justia Law

Plaintiff filed suit against Sammy Hagar after he published an autobiography in which he alleged that plaintiff had extorted him by claiming she was pregnant with his child. The district court granted summary judgment for Hagar on all of plaintiff's claims. Applying Iowa law, the court concluded that the district court erred by granting summary judgment on the libel per se claim where Hagar's statements are defamatory as a matter of law, plaintiff has shown the existence of a fact issue regarding whether the challenged statements were "of and concerning" her, and the evidence was sufficient to submit the question of substantial truth to the jury. The court also concluded that the district court erred in granting summary judgment on the false light invasion of privacy claim where questions of fact exist as to whether the challenged statements were sufficiently publicized. The court agreed with the district court's ruling that, with respect to evidence of emotional distress, plaintiff put forth conclusory statements; the court reversed the district court's grant of summary judgment on the breach-of-contract claim where a jury must decide the ultimate issue of breach; and the district court did not err in granting summary judgment on plaintiff's claim for breach of the covenant of good faith and fair dealing because Hagar's statement's did not deprive plaintiff of the benefits under a negotiated agreement between the parties.View "Doe v. Hagar" on Justia Law

Drillers filed a mineral lien on Debtor's well after Drillers performed work on the well and were never paid. The bankruptcy court dismissed Drillers' constructive trust and equitable lien claims and granted summary judgment to Debtors on Drillers' mineral contractor's and subcontractor's lien claims. The district court affirmed. The court affirmed the dismissal of Drillers' constructive trust and equitable lien claims. However, the court reversed and remanded the grant of summary judgment on Drillers' mineral subcontractors' lien claims because Drillers submitted sufficient evidence to survive summary judgment. The court held that it is possible under Texas law for an owner to also be a contractor, and for a laborer to secure liens against both the contracting and non-contracting owners. Viewed in the light most favorable to Drillers, the facts demonstrate that Drillers were subcontractors with regard to Debtors.View "Endeavor Energy Resources, L.P, et al. v. Heritage Consolidated, L.L.C., et al." on Justia Law

After Respondent’s employment with a corporation was terminated, she sued the corporation and her sibling business partner, alleging that she was terminated without cause in violation of her employment agreement. The written agreement contained a for-cause provision but no definite term of employment. The trial judge found a breach of the employment agreement, concluding that the agreement transformed what had previously been an “at-will relationship” to a “lifetime contract,” and therefore, Respondent could only be terminated for cause, death, or disability. The court of special appeals affirmed in part and reversed in part, holding that the contract was a for-cause contract of continuous duration rather than a lifetime contract, obviating the need for “special consideration.” The corporation appealed. The Court of Appeals affirmed, holding that the employment agreement was not at-will employment nor an oral lifetime employment contract that has been consistently rejected by Maryland courts, but this type of contract was “continuous for-cause” employment.View "Spacesaver Sys., Inc. v. Adam" on Justia Law

Jeffrey Healey and Edward Given, residents of the Massachusetts Treatment Center, were each civilly committed as a sexually dangerous person. Plaintiffs brought separate suits, which were later consolidated, challenging the conditions of their confinement and the adequacy of their sexual offender treatment. Plaintiffs sought equitable relief against the Massachusetts Department of Corrections and other state officials (collectively, the DOC). Both plaintiffs alleged violations of the Constitution and state statutory provisions, and Healey alleged that the DOC was not in compliance with the terms of a management plan (Plan) for the Center developed by the DOC during the course of prior litigation. The district court granted Plaintiffs declaratory and injunctive relief on some claims and entered judgment in favor of the DOC on the remaining claims. The First Circuit (1) reversed the declaratory judgment in favor of Healey on his contempt claim as well as injunctive relief compelling the Commonwealth’s compliance with the Plan’s provisions; and (2) affirmed the district court’s judgment in favor of Defendants in all respects with the exception of the judgment for Plaintiffs regarding the constitutionality of the pharmacological evaluation and treatment provided by Defendants, as that portion of the judgment was not challenged on appeal.View "Healey v. Dennehy" on Justia Law

The prior owner of the 300-acre STEW Farm in Pickaway County contracted with Watershed Management for construction of waterways and received a subsidy from the Natural Resources Conservation Service (NRCS), a USDA agency, 7 U.S.C. 6962. Kohli, an employee of the Pickaway County Soil and Water Conservation District supervised by NRCS, designed the waterways, and, after certified that they were designed and constructed properly. NRCS also certified the waterways, which allowed the owner to receive the federal reimbursement. The owner failed to pay Watershed, claiming that there was a ridge at the edge of the grass waterways that prevented proper draining. In 2009, Watershed sued for breach of contract; the owner counterclaimed for breach of contract and breach of warranty. A state court granted summary judgment against the owner for failure to prove damages. The new owner then filed a federal suit. The district court dismissed, reasoning, as to NRCS, that STEW Farm had not identified a separate source of federal substantive law and failed to establish a waiver of sovereign immunity because there are no “clear guidelines” which show that the NRCS actions were not committed to agency discretion. As to Watershed, the court concluded that there was no federal cause of action nor did the state claims implicate significant federal issues. As to PCSWCD, STEW Farm alleged only state-law claims that did not implicate significant federal issues. As to PCSWCD and Kohli, the claims were time barred under Ohio’s two-year statute of limitations. The Seventh Circuit affirmed.View "Stew Farm, Ltd. v. Natural Res. Conservation Serv." on Justia Law

The superior court issued a declaratory judgment interpreting a settlement agreement between Nautilus Marine Enterprises and Exxon Mobil Corporation, then decided that Exxon was the prevailing party. Nautilus appealed awards of attorney fees and costs as excessive. It focused particularly on out-of-state hourly billing rates that the superior court accepted, the number of hours billed, and the court's imposition of a fee enhancement and sanction. Nautilus also contested the court's determination of prevailing party status, its award of costs, and its failure to apportion fees and costs. Upon review, the Supreme Court reversed and remand for the superior court to recalculate the attorney fees award based on Alaska rates and for apportionment of fees and costs; the Court affirmed on all other issues. View "Nautilus Marine Enterprises, Inc. v. Exxon Mobil Corp." on Justia Law