Justia Contracts Opinion Summaries

Buyers sued Bahamas Sales, and others associated with Bahamas Sales, alleging that they engaged in appraisal fraud. Buyers purchased undeveloped lots in a planned resort in the Bahamas where the purchase contracts contained a provision that required all disputes to be litigated in the Bahamas. The district court dismissed for improper venue. The court held that the district court erred when it determined that Buyers' claims fell within the scope of the lot purchase contracts' forum-selection clauses; the district court erred in applying equitable estoppel to allow the Mortgage Entities and the Credit Suisse Entities (nonsignatories to the lot purchase contracts) to invoke the lot purchase contracts' forum-selection clauses; and reversed the district court's judgment granting the motions to dismiss for improper venue and remanded for further proceedings. View "Bailey, et al v. ERG Enterprises, LP, et al" on Justia Law

Defendant leased copiers to Plaintiff pursuant to a lease agreements entered into in 2001 and 2002. In 2008, Plaintiff sued Defendant for violation of the unfair competition law (UCL), Cal. Bus. & Prof. Code, 17200, alleging that Defendant charged for excess copies during its regular servicing of the copiers and that Defendant's practice of charging for test copies was unfair and fraudulent. The trial court sustained Defendant's demurrer and dismissed the action, concluding that because the complaint established a first violation in 2002, the claim was barred by the four-year statute of limitations. At issue on appeal was whether the continuing violation doctrine could be applied to extend the statute of limitations for UCL claims. A divided court of appeal affirmed, finding Plaintiff's claim untimely. The Supreme Court reversed, holding (1) the text and legislative history of the UCL leave UCL claims as subject to the common law rules of accrual as any other cause of action; and (2) continuous accrual principles prevented Plaintiff's complaint from being dismissed at the demurrer stage on statute of limitations grounds. View "Aryeh v. Canon Bus. Solutions, Inc." on Justia Law

Newton Dorsett, Donald Buffington, Richard Williamson, and Diamond Transport & Drilling were owners of an oil-drilling rig. After disputes arose among the owners, the parties entered into a compromise agreement. Buffington filed this action against Diamond Transport and Dorsett, alleging breach of contract, conversion, and fraud in connection with the compromise agreement. Dorsett filed a third-party complaint against Williamson, but the circuit court later granted Dorsett's motion to dismiss his third-party complaint. After the circuit court entered judgment in the case, Dorsett appealed. The Supreme Court dismissed the appeal without prejudice, holding that it lacked jurisdiction to decide the appeal because, where the circuit court failed to issue an order dismissing Williamson from the case, there was no final judgment as required by Ark. R. Civ. P. 54(b). View "Dorsett v. Buffington" on Justia Law

This appeal arose from a dispute in district court over two liens on real property: a deed of trust and a mortgage. Appellants (Insight, LLC and several other companies) are assignees of a mortgage secured by 160 acres of real property owned by Summitt, Inc., which included an 18-acre parcel Summitt purchased from Respondents Patrick and Monica Gunter. The Respondents held a deed of trust on the 18-acre parcel. Summitt defaulted on its obligations to both Insight and the Gunters. Insight filed suit naming Summitt's principals and the Gunters as defendants. The Gunters denied that their deed of trust was junior to the Insight-Summitt mortgage. The district court denied Insight's motion for summary judgment because there was an issue as to who was the initial encumbrancer. After trial, the district court found that the closing of the Gunter-Summitt deed of trust was separate and independent from the Insight-Summitt mortgage. Furthermore, the court found that the Gunters' deed of trust effectively encumbered the Gunter property at the time the transaction between Summitt and the Gunters closed. However, it found that the Insight mortgage on the combined 160-acre parcel did not create an encumbrance on the Gunter property until the Gunter-Summitt transaction closed. On appeal, Insight argued that the mortgage had priority as a matter of law because it was a purchase money mortgage that was first recorded. Upon review, the Supreme Court concluded that the district court's finding that Insight had notice of the Gunters' deed of trust was clearly erroneous. Further, the Insight-Summitt mortgage was a purchase money mortgage , and that the court erred in concluding the deed of trust took priority. Accordingly, the Supreme Court vacated the district court's judgment in this case and remanded the case for further proceedings. View "Insight LLC v. Gunter" on Justia Law

The issue before the Supreme Court in this case arose from a commercial lease dispute. Boise Mode, LLC leased space in its building to Donahoe Pace & Partners, Ltd. (DPP). Timothy Pace executed a personal guarantee for the lease. During the term of the lease, Boise Mode remodeled part of the building for another tenant. After raising concerns to Boise Mode about the adverse effects of the construction to its business, DPP eventually stopped paying rent and vacated the premises prior to the end of the lease. Boise Mode then brought an action against DPP, alleging breach of contract, and against Pace for breaching the guarantee. DPP counterclaimed, alleging that the disruption caused by the construction constituted breach of contract and constructive eviction. After Boise Mode moved for summary judgment on all claims and counterclaims, DPP requested a continuance to complete discovery. The district court denied DPP's motion and ultimately granted Boise Mode's motion for summary judgment. DPP appealed the grant of summary judgment as well as the district court's denial of its request for a continuance. Upon review, and finding no error, the Supreme Court affirmed. View "Boise Mode, LLC v. Donahoe Pace" on Justia Law

SJH sued HMA for breach of contract and, in the alternative, under the doctrine of promissory estoppel, after HMA reneged on its "promise" to purchase the assets of SJH. By filing the Premerger Notifications, the parties represented the following as true: (1) the Asset Sale Agreement would not become a binding, enforceable contract until signed by the parties; (2) the Letter of Intent superseded any agreements - whether written or oral - that could have existed between the parties regarding HMA's acquisition of the hospital assets; and (3) the parties had a good faith intention to complete the transaction and were not using the notification process to vet a purely hypothetical transaction with the agencies. To this end, the parties were obligated to attend the hearing the Georgia Attorney General had scheduled and to cooperate with each other in presenting the case of HMA's acquisition. In light of these findings, the court found no error in the district court's decision to grant HMA summary judgment on the breach of contract claim (Count 1). The court also held that SJH's promissory estoppel claim (Count 4) failed because the Letter of Intent "clearly reflected the parties' intentions not to be bound until a definitive and binding [Asset Sale Agreement] was finalized and executed." View "St. Joseph Hospital, Augusta, et al v. Health Mgmt. Assoc., Inc." on Justia Law

Respondent sued Appellants for negligence and resulting injuries sustained in a car accident. The parties entered into a tentative settlement subject to Respondent giving her underinsured motorist (UIM) carrier notice under Schmidt v. Clothier to preserve her potential UIM claim. The UIM carrier elected to substitute its check for the tortfeasor's check pursuant to Schmidt-Clothier. Respondent accepted the substitute check. The negligence claim proceeded to trial, where a jury found Appellants negligent. The district court entered judgment in favor of Respondent and the UIM carrier. The court of appeals affirmed the judgment for Respondent but reversed for the UIM carrier. The Supreme Court affirmed the reversal of the judgment in favor of the UIM carrier but reversed the court of appeals' decision affirming the judgment for Respondent, holding that an injured party may not continue to pursue a negligence claim against the tortfeasor after she has agreed to settle the negligence action under the Schmidt-Clothier procedure and has accepted the substituted check from the UIM carrier. View "Isaac v. Ho" on Justia Law

L.H. Bolduc Company, Inc. (Bolduc) was the subcontractor of Engineering and Construction Innovations, Inc. (ECI). Bolduc damaged a sewer pipe while working on a construction project. ECI repaired the damage and sought reimbursement from Bolduc's insurer, The Travelers Indemnity Company of Connecticut (Travelers) under an endorsement to Bolduc's policy naming ECI as an additional insured for liability caused by acts or omissions of Bolduc. Travelers denied coverage. ECI subsequently sued Bolduc and Travelers (collectively, Appellants) for negligence and breach of contract. A jury found that Bolduc was not negligent, and the district court granted summary judgment for Appellants on ECI's breach of contract claims, concluding that Appellants had no obligation to reimburse ECI for damages not caused by Bolduc. The court of appeals reversed, determining (1) ECI was entitled to coverage as an additional insured without regard to Bolduc's fault; and (2) Bolduc was required to indemnity ECI. The Supreme Court reversed, holding (1) ECI did not qualify as an additional insured with respect to the pipe damage; and (2) Bolduc could not be required to indemnify ECI without violating Minn. Stat. 337.02, which prohibits indemnification for the fault of others in construction contracts. View "Eng'g & Constr. Innovations, Inc. v. L.H. Bolduc Co., Inc." on Justia Law

Plaintiffs filed this action against Defendants seeking a declaratory judgment that, under the doctrine of adverse possession, Plaintiffs were the owners of a parcel of land bordering Defendants' property. The parties reached a settlement agreement providing for a new boundary line between their properties. The agreement provided that Defendants would apply for and pursue a variance from the town zoning board of appeals because the new boundary line left Defendants with slightly less than the minimum frontage requirement. Plaintiffs later filed a motion to enforce the settlement agreement, which the trial court granted. The trial court ultimately conveyed the property to Plaintiffs. The appellate court reversed in part and remanded to the trial court with direction to render a judgment of adverse possession in favor of Plaintiffs contingent on the parties' compliance with the terms of the settlement agreement. The Supreme Court granted Defendants' petition for certification to appeal. However, after examining the record, the Court dismissed the appeal on the ground that certification was improvidently granted. View "Vance v. Tassmer" on Justia Law

The issue before the Supreme Court in this case centered on an insured's duty to cooperate with an insurer's claim investigation. Petitioner John Staples' claim was denied for failing to cooperate, namely failing to submit to an examination under oath (EUO). Petitioner sued the insurer for bad faith and related causes of action; the trial court dismissed the case on summary judgment. Upon review of the record, the Supreme Court concluded that genuine issues of fact still existed and made summary judgment inappropriate in this case. Accordingly, the Court reversed and remanded the case for further proceedings. View "Staples v. Allstate Ins. Co." on Justia Law