Justia Contracts Opinion Summaries

Oak Ridge FM, Inc. contractually agreed for Dick Broadcasting Company (DBC) to have a right of first refusal to purchase Oak Ridge's radio station assets. The agreement was assignable by DBC only with Oak Ridge's consent. DBC subsequently asked Oak Ridge to consent to the assignment of the right-of-first-refusal agreement, but Oak Ridge refused. Oak Ridge also refused to consent to the assignment of a time brokerage agreement and a consulting agreement, both of which lacked consent agreements. DBC sued Oak Ridge and others for breach of contract and violation of the implied covenant of good faith and fair dealing. The trial court granted summary judgment in favor of Defendants. The court of appeals vacated the trial court's judgment. The Supreme Court affirmed, holding (1) where parties have contracted to allow assignment of an agreement with the consent of the non-assigning party, and the agreement is silent regarding the anticipated standard of conduct in withholding consent, an implied covenant of good faith and fair dealing requires the non-assigning party to act with good faith and in a commercially reasonable manner in deciding whether to consent to the assignment; and (2) genuine issues of material fact remained in dispute in this case. View "Dick Broad. Co., Inc. of Tenn. v. Oak Ridge FM, Inc." on Justia Law

This appeal stemmed from a construction contract dispute between Total Industrial Plant Services, Inc. (TIPS) and Turner Industries Group, LLC (Turner). Fidelity and Deposit Company of Maryland (Fidelity) was the surety for Turner's substitution bond filed in lieu of TIPS's construction lien. TIPS filed a complaint against Turner and Fidelity, alleging various causes of action. The trial court granted TIPS's motion for partial summary judgment and ordered Turner to return the retainage it had withheld. After a trial, the district court found in favor of Defendants and dismissed TIPS's remaining claims. The Supreme Court affirmed in part and reversed in part, holding that the district court did not err by (1) denying TIPS's claim for additional compensation under a theory of either quantum meruit or breach of contract; (2) failing to find that TIPS was the prevailing party and awarding costs and fees to Turner; (3) finding TIPS's construction lien was barred by the ninety-day statute of limitations; (4) granting partial summary judgment to TIPS and ordering Turner to return the retainage; and (5) dismissing Turner's bill of costs for being untimely. The Court, however, found the district court erred by denying TIPS prejudgment interest on the retainage. Remanded. View "Total Indust. Plant Servs. v. Turner Indust. Group, LLC" on Justia Law

Plaintiff purchased title insurance for a condominium unit she had recently purchased. Plaintiff's neighbor subsequently initiated a lawsuit against Plaintiff alleging that Plaintiff's property was subject to a view easement. Plaintiff tendered the complaint to her title insurance company (Insurer) requesting a defense pursuant to her title insurance policy. Commonwealth denied Plaintiff's request based on certain exclusions in the policy. Plaintiff sued Insurer alleging a breach of contract and requesting a declaratory judgment that Insurer had a duty to defend Plaintiff against her neighbor's complaint. The superior court granted Insurer's motion for summary judgment, finding that the policy specifically excluded the view easement from coverage. The Supreme Court vacated the judgment, holding that due to the broad nature of the duty to defend and the law's requirement that insurance-policy interpretation be focused on the insured, Insurer had a duty to defend Plaintiff in the underlying litigation. View "Cox v. Commonwealth Land Title Ins. Co." on Justia Law

The U.S. Department of Health and Human Services (HHS) received funds appropriated by Congress under the Trafficking Victims Protection Act. In 2006, HHS contracted with the U.S. Conference of Catholic Bishops (USCCB) to provide services to trafficking victims. At USCCB's insistence, the contract incorporated a restriction pursuant to which neither USCCB nor any of its subcontractors would use funding to counsel or provide contraceptive services and prescriptions or abortions to trafficking victims. The ACLU of Massachusetts (ACLUM) brought suit, alleging that HHS violated the Establishment Clause of the First Amendment. In 2012, the district court issued a declaratory judgment that HHS had violated the Establishment Clause. The federal defendants appealed. The First Circuit Court of Appeals vacated on grounds of mootness, where the 2006 contract expired in 2011. Remanded with instructions to dismiss. View "ACLU of Mass. v. U.S. Conference of Catholic Bishops" on Justia Law

Hallmark sued its former employee, defendant, for a breach of the parties' separation agreement and won a jury verdict of $860,000 on its breach of contract claim. Defendant appealed, arguing that the district court erred in delivering an adverse inference instruction to the jury and the award on Hallmark's breach of contract claim was excessive. In light of the overwhelming evidence of bad faith and prejudice before the district court, the court concluded that its failure to issue explicit findings before delivering the otherwise warranted adverse inference instruction was harmless error which did not prejudice defendant. By awarding Hallmark more than its $735,000 severance payment, the jury award placed Hallmark in a better position than it would find itself had defendant not breached the agreement. Accordingly, the jury's award of the $125,000 payment was improper and the court vacated and remanded for the district court to reduce the fee award appropriately. View "Hallmark Cards v. Murley" on Justia Law

Plaintiffs sued Wells Fargo for fraudulent misrepresentation and promissory estoppel after Wells Fargo initiated foreclosure when plaintiffs stopped paying on their mortgage loan. The court held that plaintiffs have not stated a plausible claim for fraudulent misrepresentation regarding the modification of their home loan and therefore, the district court did not err in dismissing plaintiffs' claims under Rules 12(b)(6) and 9(b). The court also held that plaintiffs have not stated a plausible claim for promissory estoppel and the district court did not err in dismissing their claim. View "Freitas, et al v. Wells Fargo Home Mortgage, Inc." on Justia Law

John Marino, who died before this action, owned Corporation. Defendant sold equipment to Corporation, which failed to pay Defendant. Defendant obtained a default judgment against Corporation but was unable to enforce the judgment because Corporation had no assets. Defendant brought an action against Marino's estate, the executrix of Marino's estate, and another corporation owned by Marino, asserting claims for breach of contract, remedies under the Uniform Fraudulent Transfer Act (UFTA), violations of Mass. Gen. Laws ch. 93A, unjust enrichment, and fraud. Defendants filed a joint motion for judgment on the pleadings, arguing that none of the claims survived, as each claim arose from fraudulent acts or misrepresentations made by Marino. A superior court judge dismissed all claims against the estate. The Supreme Court affirmed in part and reversed in part, holding (1) the breach of contract, UFTA, and violations of Chapter 93A claims should not have been dismissed because the claims were contractual in nature; (2) the fraud claim was properly dismissed; and (3) the unjust enrichment claim should not have been dismissed because it was premised on the allegation that the executrix was retaining funds belonging to Defendant. Remanded. View "Kraft Power Corp. v. Merrill" on Justia Law

At issue in this case was the Pendergrass rule, which establishes a limitation on the fraud exception to the parol evidence rule. Plaintiffs restructured their debt with a Credit Association in an agreement. Plaintiffs did not make the required payments, and the Credit Association recorded a notice of default. Eventually, Plaintiffs repaid the loan, and the Association dismissed its foreclosure proceedings. Plaintiffs then filed this action seeking damages for fraud and negligent misrepresentation and including causes of action for rescission and reformation of the restructuring agreement. Relying on the Pendergrass rule, the trial court granted summary judgment to the Credit Association, ruling that the fraud exception did not allow parol evidence of promises at odds with the terms of the written agreement. The court of appeal reversed, holding that the Pendergrass rule did not apply in this case. The Supreme Court affirmed, holding that Bank of America Ass'n v. Pendergrass was ill-considered, and should be overruled. View "Riverisland Cold Storage, Inc. v. Fresno-Madera Prod. Ass'n" on Justia Law

Ryan Price-Williams sued Admiral Insurance Company and Gabriel Dean and Charles Baber in Circuit Court pursuant to Alabama's direct-action statute. Both Dean and Baber were alleged by Price-Williams to be covered under a commercial general-liability insurance policy Admiral had issued the national Kappa Sigma fraternity to which Dean and Baber belonged. Price-Williams alleged that Admiral was obligated to pay a judgment that had been entered in favor of Price-Williams and against Dean and Baber in a previous action. Following a bench trial, the trial court entered a judgment in favor of Price-Williams and against Admiral, holding that the Admiral policy provided coverage to Dean and Baber for the negligent and/or wanton acts that formed the basis of the underlying action. Price-Williams sued Admiral after obtaining a judgment against Dean and Baber, who he alleged were insured by Admiral under a policy Admiral had issued to Kappa Sigma, by virtue of their positions as officers of the local chapter of Kappa Sigma. Following another bench trial, the trial court entered a judgment in favor of Price-Williams, obligating Admiral to fulfill the judgment entered against Dean and Baber in the underlying action. Because the evidence presented at trial supported the trial court's conclusion that Admiral's policy with Kappa Sigma provided liability coverage to Dean and Baber with regard to the negligence and wantonness claims tried in the underlying action, the Supreme Court affirmed that judgment. View "Admiral Insurance Company v. Price-Williams " on Justia Law

Miller Trucking, LLC, Ben Miller, and Miriam Miller ("the Miller plaintiffs) appeal a summary judgment in favor of APAC Mid-South, Inc. (APAC), Oldcastle Materials, Inc., and Steve Reynolds (defendants). The facts of this appeal were based on contracts between the Alabama Department of Transportation ("ADOT") and APAC and between APAC and Miller Trucking. ADOT hired APAC to provide aggregate materials for distribution to counties, and APAC, in turn, hired Miller Trucking to haul the aggregate materials to the counties purchasing the aggregate materials from the State. At issue in this appeal were adjustments to the compensation of APAC paid Miller Trucking based on the cost of fuel during the time of the contract. Upon review of the matter, the Supreme Court reversed the circuit court's summary judgment in favor of defendants and remanded the case for further proceedings. A genuine issue of material fact existed as to whether a 2008 APAC-Miller Trucking contract and a 2009 hired-truck qualification agreement were modified to include fuel-price-adjustment agreements and, if so, what the terms of those agreements were. View "Miller Trucking, LLC, et al. v. APAC Mid-South, Inc., et al. " on Justia Law