Justia Contracts Opinion Summaries

After an oil drilling rig owned by BP Exploration & Production, Inc. and BP America Production Company (collectively, BP) sank of the Gulf Coast of Louisiana and caused a massive oil spill, Packagen, a manufacturer of packaging products, sought to sell containment boom to BP. Packagen began producing boom after the oil spill, but BP never paid for any of the boom manufactured by Packagen. Packagen filed a five-count complaint against BP in federal district court, invoking diversity jurisdiction and alleging various state-law claims. The district court granted summary judgment in favor of BP. The First Circuit affirmed, holding that the district court did not err in granting summary judgment on Packagen’s negligent and intentional misrepresentation claims, breach of contract claim, unjust enrichment and quantum meruit claim, and promissory estoppel claim. View "Packgen v. BP Exploration & Prod., Inc." on Justia Law

Chrysler Group, LLC and plaintiff LaFontaine Saline Inc. (LaFontaine), an authorized Chrysler automobile dealer, entered into a Dealer Agreement in 2007, granting LaFontaine the non-exclusive right to sell Dodge vehicles from its location in Saline, Michigan, and defined LaFontaine’s Sales Locality as "the area designated in writing to [LaFontaine] by [Chrysler] from time to time as the territory of [LaFontaine’s] responsibility for the sale of [Chrysler, Jeep, and Dodge] vehicles, vehicle parts and accessories . . . ." This case centered on whether the 2010 amendment of the Motor Vehicle Dealer Act (MVDA) (expanding the relevant market area) from a six-mile radius to a nine-mile radius, applied retroactively. Upon review, the Supreme Court concluded that it did not. The Court therefore vacated the judgment of the Court of Appeals and remanded this case to the Circuit Court for reinstatement of summary judgment in favor of Chrysler. View "LaFontaine Saline, Inc. v. Chrysler Group, LLC" on Justia Law

Choice filed suit against BancorpSouth for lost funds and BancorpSouth counterclaimed for attorney's fees. The court concluded that the loss of funds from Choice's account falls on Choice because there was no genuine dispute of fact as to whether BanCorpSouth's security procedures - which included password protection, daily transfer limits, device authentication, and dual control - were commercially reasonable; BancorpSouth met its burden of establishing that it accepted the payment order at issue in good faith; and BanCorpSouth complied with procedures or Choice's instructions. The court also concluded that the portion of the indemnification provision relating to attorney's fees was not inconsistent with Article 4A of the UCC and that BancorpSouth may seek attorney's fees from Choice under this provision. Accordingly, the court affirmed the district court's grant of summary judgment to BancorpSouth, reversed the district court's dismissal of BancorpSouth's counterclaim on the pleadings, and remanded for further proceedings. View "Choice Escrow and Land Title v. BancorpSouth Bank" on Justia Law

Plaintiff, a Milwaukee County sheriff’s deputy, was injured while on duty by a motorist to whom she had just given directions and was allegedly helping to get back into the lane of moving traffic. Plaintiff sought coverage under her employer’s underinsured motorist policy, which pays sums owed by an underinsured tortfeasor to an insured person who is injured while “using an automobile” within the scope of her employment or authority. Plaintiff claimed that she was “using” the automobile that hit her because she was essentially controlling the vehicle. The circuit court granted summary judgment to the insurer. The court of appeals reversed. The Supreme Court reversed the court of appeals, holding that Defendant was not using the vehicle at the time of her injury. View "Jackson v. Wis. County Mut. Ins. Corp." on Justia Law

Plaintiff sued several defendants in the Delaware Court of Chancery for alleged wrongdoing related to notes purchased by Plaintiff and issued by one of the defendants. Defendants moved to dismiss, claiming that Plaintiff’s claims were barred by a no-action clause contained in the indenture agreement governing Plaintiff’s notes. The Delaware Supreme Court remanded the case for the Court of Chancery for consideration of the issues under New York law. On remand, the Court of Chancery concluded that the majority of Plaintiff’s claims were not barred under the no-action clause and that dismissal and partial dismissal were warranted with respect to the remaining claims because only those claims arose under the indenture. In response to certified questions from the Delaware Supreme Court, the Court of Appeals concluded (1) a trust indenture’s no-action clause that specifically precludes enforcement of contractual claims arising under the indenture, but omits reference to “the Securities,” does not bar a securityholder’s independent common law or statutory claims; and (2) the Court of Chancery correctly found that the no-action clause in this case, which referred only to “this Indenture,” precluded enforcement only of contractual claims arising under the Indenture. View "Quadrant Structured Prods. Co., Ltd. v. Vertin" on Justia Law

Plaintiff entered into a financial brokerage agreement with Defendant providing that Plaintiff would serve as financial advisor and investment banker in the proposed sale of certain student loan assets owned by Defendant. After Defendant transferred certain distressed assets to a fund created by the Swiss National Bank as part of a 2008 bailout, Plaintiff demanded a commission pursuant to the agreement. Defendant refused to pay. Plaintiff subsequently commenced this action for breach of contract and breach of the covenant of good faith and fair dealing. Supreme Court granted Defendant’s motion to dismiss, concluding that the financial crises and the bailout constituted an unforeseeable event that undermined the purpose of the agreement, which was “the introduction of [Defendant] by [Plaintiff] to a third party buyer.” The Appellate Division reversed. The Court of Appeals reversed, holding that Plaintiffs’ causes of action were conclusively contradicted by the language of the parties’ contract, mandating dismissal of the complaint. View "Morpheus Capital Advisors, LLC v. UBS AG" on Justia Law

Defendant entered into a land installment contract that established the terms of a transfer from Plaintiffs to Defendant of a parcel of land. Defendant failed to make the payments required by the contract, and Plaintiffs commenced this action. Defendant argued that because the contract did not comply with 33 Me. Rev. Stat. 482(1) Plaintiffs were barred from obtaining relief. The district court entered a judgment of foreclosure against Defendant and ordered a writ of possession in favor of Plaintiffs, concluding that, even if the contract failed to comply with section 482(1), Plaintiffs would have had could obtain possession of the property through the forcible entry and detainer process. The Supreme Court affirmed, holding (1) the contract was enforceable because it was in substantial compliance with section 482(1); and (2) 14 Me. Rev. Stat. 6203-F does not require a court to order a public sale of property when ordering a foreclosure on a land installment contract. View "Thurston v. Galvin" on Justia Law

Trump Tower Chicago is a 92-story building with 486 residential condominium units, 339 hotel condominium units, retail space, a health club, ballrooms, meeting rooms, restaurants, a hair salon, and other facilities. When the owner of a hotel condominium unit is not occupying the unit, building management can rent it to a visitor; rental income is divided with the owner’s share credited against his annual maintenance fee. Plaintiff, an 80-year-old CPA and financial planner, agreed to buy two hotel condominium units in 2006 for $2.2 million. She bought them as an investment and already owned other investment condominium units, including a residential unit in Trump Tower Chicago. The agreement gave TrumpOrg “the right, in its sole and absolute discretion, to modify the Condominium Documents.” Plaintiff asked TrumpOrg to give her the right to terminate the agreement and get her deposit back if she disapproved of any such changes. TrumpOrg refused. Plaintiff signed the agreement, even though TrumpOrg had already made three changes. The next year, TrumpOrg made changes that greatly curtailed owners’ rights in the hotel facilities. Plaintiff refused to close. TrumpOrg did not seek to compel her to close, but did not return her down payment, $516,000 and canceled the purchase agreement. Plaintiff sought damages under the common law of contracts, the Illinois Consumer Fraud and Deceptive Business Practices Act, the Condominium Property Act, and Illinois Securities Law. The district court ruled in favor of the defendants. The Seventh Circuit affirmed. View "Goldberg v. 401 N. Wabash Venture, L.L.C., " on Justia Law

In 2006, Michael and Connie Jo Zimmerman obtained two separate commercial loans from Eagle National Bank, the predecessor in interest to Customers Bank. The Zimmermans later defaulted on these loans and entered into a forbearance agreement. In addition to the Forbearance Agreement, the Zimmermans each executed a Disclosure for the Confession of Judgment acknowledging that a Confession of Judgment provision in the Forbearance Agreement had been called to their attention, that they understood that the provision permitted Customers Bank to enter judgment against them without notice or opportunity for a hearing, and that the waiver of the right to notice and a hearing was knowing, intelligent, and voluntary. The Forbearance Agreement also provided that all notices, requests, demands, and other communications were to be sent to the Zimmermans at an address in Dover, Delaware with a copy sent to their attorney. Based on the Warrant of Attorney to Confess Judgment in the Forbearance Agreement, Customers Bank filed a complaint seeking the entry of a judgment by confession against the Zimmermans. The Zimmermans opposed the entry of a judgment by confession and a hearing was held where the Zimmermans argued, among other things, that at the time the Forbearance Agreement was executed they were residents of Florida and that Customers Bank had not complied with the requirements for entry of judgment by confession against a non-resident under Rule 58.1. The Zimmermans also argued that they did not knowingly, intelligently, and voluntarily waive their right to notice and a hearing before judgment could be entered against them. After deliberation, the superior court found the Zimmermans’ waiver of their right to notice and a hearing had been knowing, intelligent, and voluntary, and entered judgment by confession against the Zimmermans. The Zimmermans appealed. Finding no reversible error, the Supreme Court affirmed. View "Crothall, et al. v. Zimmerman, et al." on Justia Law

Plaintiff-general contractor entered into an agreement with Defendant-subcontractor to perform work on a project. A dispute arose between the parties when Plaintiff issued Defendant a notice of termination. The issue was submitted to arbitration, and both parties submitted claims to the arbitrator for money damages. The arbitrator found that Plaintiff’s termination of Defendant was wrongful and granted damages. Plaintiff sought to vacate the arbitrator’s award. The trial court concluded that a release signed by Defendant that waived all claims prior to a certain date barred Defendant’s claims. The Supreme Court vacated the judgment of the superior court, holding that the arbitrator’s decision should have been allowed to stand because it showed due regard for the parties’ release and did not reach an irrational result. View "Berkshire Wilton Partners, LLC v. Bilray Demolition Co." on Justia Law