Justia Contracts Opinion Summaries

Robert and Tracy Barrett appealed the grant of two summary judgments in favor of Carlos Roman d/b/a Carlos Roman Roofing ("Roman") and Bobby Beach d/b/a Just Brick Masonry ("Beach") on all of the Barretts' claims against Roman and Beach. The issues before the Supreme Court in this appeal required resolution of the same issues that were in claims pending in the circuit court against a third party. A November 2012 judgment disposed of all of the Barretts' claims against Beach and Roman, but it did not dispose of the Barretts' claims against the third party. Thus, the Court's consideration of the circuit court's summary judgments in favor of Beach and Roman as final would mean that the intertwined claims against the subcontractors named as defendants in this action would have been litigated in piecemeal fashion. "The piecemeal adjudication of the claims against the subcontractors pose[d] an unreasonable risk of inconsistent results. Therefore, we must conclude that the circuit court exceeded its discretion in certifying the summary judgments in favor of Beach and Roman as final." Accordingly, the Court dismissed the Barretts' appeal. View "Barrett v. Roman" on Justia Law

Dr. Adolfo P. Morales sued Jackson HMA, LLC., d/b/a Central Mississippi Medical Center (Jackson HMA) for breach of contract. A jury awarded Morales substantial damages. Jackson HMA filed a "Motion for Judgment Notwithstanding the Verdict, and, in the alternative, For a New Trial" and a "Motion for Amendment of Judgment." The Circuit Court denied the post-trial motions and Jackson HMA filed this appeal. In 2004, a recruiter for Jacksom HMA sent Morales a "letter of intent" outlining Jackson HMA's proposed offer. The letter twice stated that the proposed offer required "preapproval" by "Corporate" (HMA). Although not requested or provided for, Morales signed and returned the letter. On it he wrote "I agree to all and accept the terms of your offer." At trial, Morales acknowledged that this letter was not a contract, as it "no doubt" required preapproval from the corporate office. Subsequently, Jackson HMA sought approval from corporate HMA, but corporate did not approve the terms. Jackson HMA's CEO impressed upon corporate the need for an ophthalmologist and suggested new terms to corporate which reduced the guaranteed amount and period by half. The CEO received approval of these reduced terms from an HMA vice-president for the eastern part of the United States. Thereafter, the recruiter sent Morales a second letter detailing the new "terms of our offer" which reflected the reduced guarantees approved by corporate HMA. The letter lacked the phrase "letter of intent" and also made no reference to a requirement of corporate approval of the terms. The letter included the language, "[b]y signing and returning this letter, you will confirm your commitment to entering into a contractual agreement . . . . Accordingly we will begin the process of assimilating contract documents for your review." Morales signed the document, but approval never arrived. In early March 2005, the recruiter informed Morales that the contract had not been approved. In late 2005, Morales filed suit alleging that Jackson HMA had breached its contract with him. The jury returned a verdict in favor of Morales. Jackson HMA appealed. After its review, the Supreme Court concluded that Morales presented sufficient evidence for the jury to find that a contract existed. However, Morales presented insufficient evidence to support the jury's damages award. The Court affirmed the judgment for Dr. Morales, but reversed on the issue of damages and remanded this case to the Circuit Court for a new trial solely on damages. View "Jackson HMA, LLC v. Morales" on Justia Law

This case involved a dispute between a condominium association (the Council) and one of its co-owners (Ballard) regarding the need to replace and who should bear the cost of replacement of a two-story wall of windows in Ballard's condominium. Ballard filed suit against the Council seeking damages for breach of contract and breach of fiduciary duty, among other claims. The Council, meanwhile, replaced the wall of windows and filed a lien statement and lis pendens to serve as notice that it was asserting a lien against Ballard's condominium. The Council counterclaimed. Ballard amended her complaint to assert, inter alia, a slander of title claim. After a jury trial, the trial court awarded judgment to Ballard and ordered the Council to release its lis pendens notice and statement of lien from Ballard's condominium. The court of appeals reversed and remanded for a new trial. The Supreme Court affirmed in part and reversed in part, holding (1) Ballard's slander of title claim was properly submitted to the jury; and (2) the court of appeals correctly determined that the Council did not have a fiduciary duty to Ballard, and therefore, the fiduciary claim should have been dismissed rather than a new trial ordered. Remanded. View "Ballard v. 1400 Willow Council of Co-Owners, Inc." on Justia Law

Lakeview Reserve Homeowners Association filed an action against Maronda Homes, Inc. for breach of the implied warranties of fitness and merchantability (referred to as the implied warranty of habitability in the residential construction context) arising from alleged defects in the development and construction of a residential subdivision that Maronda Homes developed. Maronda Homes filed a third-party complaint against T.D. Thomson Construction Company for indemnification based on the alleged violation of the implied warranties. The trial court entered summary judgment in favor of Maronda Homes and T.D. Thompson on the basis that the common law implied warranties of fitness and merchantability do not extend to the construction and design of the infrastructure, private roadways, drainage systems or other common areas in a residential subdivision because those structures do not immediately support the residences. The court of appeal reversed, holding that the common law warranty of habitability was applicable in this case. The Supreme Court affirmed, holding that the implied warranties of fitness and merchantability applied to the improvements that provided essential services to the homeowners association. Remanded. View "T.D. Thomson Constr. Co. v. Lakeview Reserve Homeowners Ass'n, Inc." on Justia Law

Petitioners had a homeowners' insurance policy with Respondent that covered Petitioners' dwelling. The policy stated that any covered loss would be paid based on actual cash value, rather than replacement value, but the policy did not define the term "actual cash value." After Petitioners' dwelling was damaged by a tornado, Respondent valued Petitioners' loss at $48,647 after calculating the repair costs and the depreciation of the items requiring repair. Petitioners brought a class action in federal district court against Respondent, alleging that Respondent breached the insurance policy, and those policies of the putative class members, when it improperly applied a depreciation factor to the labor portion of repairs required at their respective dwellings. Specifically, Petitioners contend that their policy's failure to address depreciation of labor rendered the policy's term "actual cash value" ambiguous. The federal district court certified a question of law to the Supreme Court, which answered by holding that an insurer, in determining the "actual cash value" of a covered loss under an indemnity insurance policy, may not depreciate the costs of labor when the term "actual cash value" is not defined in the policy. View "Adams v. Cameron Mut. Ins. Co." on Justia Law

Plaintiff filed suit against Farmers and American, insurance companies, for breach of contract and various state law violations, seeking recovery for additional loss. The court concluded that plaintiffs' claims for specific performance, unjust enrichment, and bad faith were expressly preempted by federal law; the court affirmed the district court's grant of Farmers' motion to dismiss plaintiffs' extracontractual claims because they were preempted under federal law; and the court affirmed the district court's grant of summary judgment to Farmers on the ground that plaintiffs failed to file a supplemental proof of loss, a strictly construed requirement, and thus did not satisfy the prerequisites for suing on their additional claims, rejecting plaintiffs' estoppel, duress, repudiation, and due process arguments. Further, the court affirmed the district court's grant of summary judgment for American, concluding that the American policy was supplemental and plaintiffs could not recover from American for flood damage because they had not exhausted their primary policy with Farmers. View "Gunter, et al. v. Farmers Ins. Co., et al." on Justia Law

Under the Workforce Investment Act, 29 U.S.C. 2887(a)(2)(A), the Department of Labor administers the Job Corps program, providing education, training, and support services to help at-risk youth obtain employment. There are 125 Job Corps Centers, including Blue Ridge in Marion, Virginia, which Res-Care has operated since 1998. In 2011, DOL published a Request for Information from potential bidders on an upcoming procurement for the operation of Blue Ridge. Res-Care’s contract was to expire in 2013. The Request encouraged firms that qualify as small businesses to respond with a “capabilities statement.” One large and four small businesses submitted statements. Res-Care, a large business, did not submit. The contracting officer found that, based on the responses, DOL would likely receive bids from at least two responsible small businesses at fair market prices, as required by the Federal Acquisition Regulation, 38 C.F.R. 19.502-2(b), and recommended conducting the selection as a small business set-aside. DOL issued a presolicitation notice indicating that the next Blue Ridge contract, with a value of $25 million, would be solicited as a “100% Set-Aside for Small Business.” Res-Care filed a bid protest alleging that DOL violated WIA by setting aside the Blue Ridge contract for small businesses, based on the “competitive basis” provision in section 2887. The Claims Court and Federal Circuit upheld the DOL determination.View "Res-Care, Inc. v. United States" on Justia Law

Johnson Controls, Inc. contracted with a school district (the District) to provide design services. Johnson then subcontracted with Architectural Resources, Inc. Marshall Helmberger subsequently submitted a request to Johnson under the Data Practices Act for a copy of the subcontract. Johnson denied the request and withheld the contract. Thereafter, Helmberger filed a complaint with the Office of Administrative Hearings (OAH). An administrative law judge (ALJ) dismissed the complaint after a hearing, concluding that Helmberger did not establish that Johnson was performing a governmental function for the District within the meaning of Minn. Stat. 13.05(11)(a). The court of appeals reversed. The Supreme Court reversed, holding that Johnson was not obligated to disclose the subcontract under the Act because the subcontract was not public data under section 13.05(11)(a). View "Helmberger v. Johnson Controls, Inc." on Justia Law

Apex, a manufacturer of electronics, and Sears entered into an agreement in 2003. In 2004, Sears implemented a program to create a return reserve on Apex’s account. The return reserve was an internal accounting mechanism used to place a negative dollar deduction on Apex’s account; Sears would hold back payment to Apex until the amount showing owed by Sears exceeded the amount of the reserve. In 2009 Apex filed suit, alleging that Sears breached the contract by refusing to pay $8,185,302 owed for goods delivered. The district court granted Sears summary judgment, finding that the action was barred by the four-year statute of limitations in Section 2–725 of the Uniform Commercial Code. The Seventh Circuit affirmed. Apex was on notice that Sears was not going to pay the deductions after each invoice and even marked these “wrongful” deductions in its own Invoice Report. For more than four years, Apex sat on its right to sue. View "Apex Digital, Inc. v. Sears, Roebuck & Co." on Justia Law

When Defendant purchased a distributorship from Plaintiff, he gave Plaintiff a down payment to be applied to the full purchase price of the distributorship but took over operation of the distributorship without paying Plaintiff the remaining balance. Plaintiff filed a complaint against Defendant, alleging breach of contract and unjust enrichment. The district court entered judgment in favor of Plaintiff, finding that Defendant had been unjustly enriched by the transaction. The Supreme Court affirmed, holding that the district court (1) did not err in finding that Defendant agreed to buy the distributorship for $130,000; (2) did not err in finding that Defendant was unjustly enriched; (3) applied the proper measure of damages in awarding Plaintiff $81,325 plus costs for his unjust enrichment claim; (4) did not err in dismissing Defendant's counter-claims; and (5) did not err in determining the amount by which Defendant was unjustly enriched. View "Owen v. Skramovsky" on Justia Law