Justia Contracts Opinion Summaries

This case involved a commercial lease dispute governed by Minnesota law. Annex filed suit against TNS seeking unpaid rent and penalties owed under a lease for July, August, September, and October 2011. The district court held that TNS's July 7th letter together with its earlier email were sufficient to terminate the holdover lease effective August 31, 2011. Therefore, the district court entered judgment for the rent owing for July and August, but not for September and October. Annex appealed, arguing that the July 7th letter was not the notice of termination required by Minn. Stat. 504B.135 as construed by the Supreme Court of Minnesota, and therefore TNS continued to be bound by the terms of the unterminated lease. The court disagreed with the district court's reading of Minnesota precedents, concluding that Annex was entitled to the relief requested in this lawsuit for four months' rent. Accordingly, the court reversed the judgment of the district court and remanded for further proceedings. View "Annex Properties, LLC v. TNS Research Int'l" on Justia Law

Olympus appealed the district court's dismissal of its complaint for failure to state a claim. Olympus argued that the district court erred in determining that its contract with Benfield clearly and unambiguously provided that Benfield did not owe Olympus an annual fee after Benfield was notified of Olympus's decision to replace Benfield with another reinsurance broker. The court agreed with the district court's sound reasoning that the proper reading of the contract was to define "Subject Business" as the placement and servicing of all of Olympus's reinsurance contracts and therefore, this part of the contract was not ambiguous. The court also agreed with the district court, which determined that "intent not to renew" encompassed both termination and replacement and therefore, no ambiguity existed as to that matter. When Guy Carpenter informed Benfield that it would be taking over as Olympus's reinsurance broker, this activated the forfeiture provision of the contract and released Benfield from the obligation to pay the Annual Fee to Olympus, regardless of whether it was viewed as termination, replacement, or intent not to renew. Because the court found the contract to be clear and unambiguous, Olympus's claims for equitable relief must be rejected. Accordingly, the court affirmed the judgment. View "Olympus Ins. Co. v. AON Benfield, Inc., et al" on Justia Law

Plaintiff hired Defendant to repair foundation problems on her home. The foundation repair contract specified that Defendant would perform the foundation repair in a good and workmanlike manner and adjust the foundation for the life of the home due to settling. In 2006, Plaintiff sued Defendant for, inter alia, breach of an express warranty, breach of the common-law warranty of good and workmanlike repairs, and Deceptive Trade Practices Act (DTPA) claims. The trial court entered judgment for Plaintiff on her breach of implied warranty of good and workmanlike repairs and DTPA claims. The court of appeals reversed, ruling that Plaintiff take nothing. The Supreme Court affirmed, holding (1) parties cannot disclaim but can supersede the implied warranty for good and workmanlike repair of tangible goods or property if the parties' agreement specifically describes the manner, performance, or quality of the services; (2) the express warranty in this case sufficiently described the manner, performance, or quality of the services so as to supersede the implied warranty; and (3) Plaintiff's remaining DTPA claims were time barred. View "Gonzales v. Sw. Olshan Found. Repair Co., LLC" on Justia Law

El Dorado Land Company sold property to the City of McKinney for use as a park. El Dorado's special warranty deed provided that the conveyance was subject to the restriction that the community only be used for that purpose. If the City decided not to use the property as a community park, the deed granted El Dorado the right to purchase the property. Ten years after acquiring the property, the City built a public library on part of the land. El Dorado notified the City it intended to exercise its option to purchase, but after the City failed to acknowledge El Dorado's rights under the deed, El Dorado sued for inverse condemnation. The trial court sustained the City's plea to the jurisdiction, finding that El Dorado's claim did not involve a compensable taking of property but, rather, a breach of contract for which the City's governmental immunity had not been waived. The court of appeals affirmed. The Supreme Court reversed, holding that, in its deed to the City, El Dorado retained a reversionary interest in the property that was a property interest capable of being taken by condemnation. Remanded. View "El Dorado Land Co., LP v. City of McKinney" on Justia Law

In 2001, Plaintiff offered to purchase a commercial property. Defendant was the real estate agent who prepared the offer. The sellers accepted the offer to purchase and prepared a property disclosure statement in compliance with the contract requirement. Plaintiff became the sole owner of the property in 2004. Two years later, Plaintiff discovered three inches of water in the building basement that had leaked through the west wall of the foundation of the building. In 2012, Plaintiff filed a complaint against Defendant, alleging he was negligent in failing to provide the property disclosure statement. The district court dismissed the action on account of the two-year statute of limitations having expired. Plaintiff appealed, arguing that the district court erred in ruling that Defendant had no duty to disclose or provide the property disclosure statement. The Supreme Court dismissed the case due to Plaintiff's failure to challenge the statute of limitations ruling by the district court. The Court also noted that the district court acknowledged that Defendant owed Plaintiff a duty to deliver the disclosure statement. View "Ferrell v. Knighten" on Justia Law

Video King had its principal place of business in Nebraska. Melange Computer Services (Melange) had a business relationship with Video King since 2000. In 2006, Melange was acquired by Planet Bingo and became a wholly owned subsidiary of Planet Bingo. Video King subsequently filed an action against Melange and Planet Bingo (Defendants) in the district court seeking a declaration of the rights, status, and other legal obligations of the parties with respect to confidentiality agreements between the parties. The district court dismissed the action for lack of personal jurisdiction, noting that both Planet Bingo and Melange were foreign corporations with no agent for service of process in Nebraska. The Supreme Court reversed, holding (1) the district court had specific personal jurisdiction over Defendants, and therefore, it erred in granting Defendants' motion to dismiss; and (2) Nebraska's exercise of specific personal jurisdiction over Defendants in this action would not offend notions of fair play and substantial justice. View "VKGS, LLC v. Planet Bingo, LLC" on Justia Law

In 2008, the legislature enacted legislation to establish the Idaho Education Network (IEN), which was to be a high-bandwidth telecommunications distribution system for distance learning in every public school in the state. Syringa Networks, LLC (Syringa), an Idaho telecommunications company, entered into a “teaming agreement” with ENA Services, LLC (ENA). Pursuant to their agreement, ENA submitted a proposal in response to a request-for-proposals (RFP) with the Department of Administration, although the cover letter stated that both ENA and Syringa were responding jointly to the proposal. Qwest Communications Company, LLC, and Verizon Business Network Services, Inc., also submitted responsive proposals. The proposals were then scored based upon specific criteria; the ENA and Qwest proposals received the highest scores. The Department issued a letter of intent to award contracts to Qwest and ENA. One month later, it issued amendments to the two purchase orders to alter the scope of work that each would perform. Qwest became "the general contractor for all IEN technical network services" (providing the “backbone”) and ENA became "the Service Provider." The effect of these amendments was to make Qwest the exclusive provider of the backbone, which was what Syringa intended to provide as a subcontractor of ENA. Syringa filed this lawsuit against the Department, its director, the chief technology officer, ENA and Qwest. The district court ultimately dismissed Syringa’s lawsuit against all of the Defendants on their respective motions for summary judgment. Syringa then appealed the grants of summary judgment, and the State Defendants cross-appealed the refusal to award them attorney fees. Upon review, the Supreme Court affirmed the judgment dismissing all counts of the complaint except count three seeking to set aside the State's contract with Qwest on the ground that it was awarded in violation of the applicable statutes. Furthermore, the Court reversed Qwest’s award of attorney fees against Syringa. We remand to the trial court the determination of whether any of the State Defendants were entitled to an award of attorney fees against Syringa for proceedings in the district court. The Court awarded costs and attorney fees on appeal to ENA. Because the State Defendants and Syringa both prevailed only in part on appeal, the Court did not award them either costs or attorney fees on appeal. View "Syringa Networks v. Idaho Dept of Admin" on Justia Law

The plaintiffs in this case appealed the grant of summary judgment upholding the validity of a bank's mortgage in real property that the plaintiffs had sold to a mortgagor in exchange for an interest in an investment account that turned out to be a Ponzi scheme. Plaintiffs filed an action against other parties to their transaction including the Bank of Commerce arguing, among other things, that they were entitled to rescind the sale of a portion of their property for lack or failure of consideration and mutual mistake ("They argue[d] that they did not receive any consideration because the . . . interest in their investment account with the Trigon Group turned out to be worthless. Mr. Harris testified that he 'assumed that was real money, which it later proved out not to be.'"). Finding no error in the district court's judgment, the Supreme Court affirmed the lower court. View "Harris v. Bank of Commerce" on Justia Law

In 2008, Harris N.A. loaned Acadia money on a revolving basis. Acadia is a limited liability company consisting of members of the Hershey family and three trusts. The loan was personally guaranteed by Loren Hershey, a managing member of Acadia. The amount of the loan was enlarged to $15.5 million, again guaranteed by Hershey. The agreement enlarging the loan amount required Acadia to reduce its principal debt to Harris to less than 35 percent of the value of Acadia’s assets by the end of each quarter and to make a principal payment of $3 million by January 31, 2009. By February 2009, Acadia had not made the $3 million principal payment and was in default. After granting additional time, Harris declared a default and filed suit to collect the debt from Acadia and to enforce Hershey’s guaranty. The district court granted summary judgment in favor of Harris as to all issues except the calculation of prejudgment interest. Acadia sought bankruptcy protection and its appeal has been stayed. The Seventh Circuit affirmed as to Hershey and, finding the appeal frivolous, imposed sanctions under FRAP 8. The court noted that there was no evidence of various promises Hershey claimed were made. View "Harris N.A. v. Acadia Invs. L.C." on Justia Law

Plaintiff (HOA) was a condominium owners' association that brought suit on its own behalf and on behalf of its members against various individuals and corporations seeking damages arising from the alleged defective development, negligent construction, and misleading marketing of a condominium complex. The complex consisted of dozens of units owned by members of the HOA. The circuit court granted Respondents' motion to join all unit owners, denied the HOA's motion for a protective order, and certified six questions to the Supreme Court. The Court answered only one of the questions, finding it unnecessary to address the remaining questions, holding (1) a unit owners' association is an adequate representative when a lawsuit is instituted by a unit owners' association on behalf of two or more unit owners pursuant to the Uniform Common Interest Ownership Act and the damages sought include unit specific damages affecting only individual units; and (2) this case should proceed in accordance with W. Va. Trial Court R. 26. View "Univ. Commons Riverside Home Owners Ass'n v. Univ. Commons Morgantown, LLC" on Justia Law