Justia Contracts Opinion Summaries

Plaintiff filed this action, asserting claims for, inter alia, breach of contract and violation of the Maryland Credit Grantor Closed End Provisions (CLEC), Md. Code Ann., Com. Law 12-1001 et seq. The district court was persuaded that the National Bank Act (NBA), 12 U.S.C. 24, 484(A), and federal regulations preempted the CLEC, and that plaintiff failed to state a claim for breach of contract. The court held that the district court erred in deeming plaintiff's CLEC claim against Capital One preempted by federal law and regulations where Capital One was subject to the terms of the CLEC in loans it acquired through assignment. The court also held that a breach of contract claim had been adequately pleaded and therefore, the district court erred in dismissing the claim. Accordingly, the court vacated and remanded for further proceedings. View "Decohen v. Capital One N.A." on Justia Law

DFA, a Kansas cooperative, sued Bassett, an international commodities broker and a Canadian corporation, for failure to pay. The district court dismissed the suit for lack of personal jurisdiction. Bassett did not transact business within Missouri; sent no product there or ordered none from Missouri; did not advertise there; no Bassett employee ever entered Missouri; and Bassett's communications with DFA's Missouri headquarters did not alone amount to the transaction of business. Therefore, Bassett did not transact business in Missouri and was not within the reach of Missouri's long-arm statute. Even if Bassett had transacted business in Missouri, the district court could not constitutionally exercise jurisdiction over Bassett. Accordingly, the court affirmed the judgment. View "Dairy Farmers of America v. Bassett & Walker International" on Justia Law

This case arose when First Investment entered into a series of shipbuilding contracts with FSIGC and Mawei (collectively, the "Fujian Entities"). First Investment alleged that the Fujian Entities breached the contracts by refusing to honor an option agreement. On appeal, First Investment appealed the district court's decision to deny confirmation of a foreign arbitral award against the Fujian Entities and the People's Republic of China. At issue was whether a court could dismiss a petition to confirm a foreign arbitration award for lack of personal jurisdiction under the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. The court concluded that the district court's dismissal of the petition on personal jurisdiction grounds was appropriate. The court also concluded that the district court properly dismissed the People's Republic of China for lack of subject matter jurisdiction. Accordingly, the court affirmed the judgment. View "First Invst Corp. of the Marshall Islands v. Fujian Mawei Shipbuilding, Ltd, et al" on Justia Law

Several years ago, Plaintiffs entered into a fifteen-year lease with Defendant's predecessor in interest (Miller). The lease included a purchase option. After Defendant refused to allow Plaintiffs to exercise the purchase option on the ground that they were in default on their obligations under the lease, Plaintiffs instituted this action, demanding specific performance or damages. The district court granted summary judgment in favor of Plaintiffs and ordered specific performance of the purchase option, determining that Miller had waived a provision which prohibited Plaintiffs from subleasing without prior written permission and that all alleged defaults were inconsequential and immaterial. The First Circuit Court of Appeals affirmed, holding that summary judgment for Plaintiffs was proper, where (1) the district court correctly found that Miller waived the requirement that Plaintiffs obtain written permission before subleasing any portion of the premises; and (2) the district court properly found that Defendant had failed to present evidence of how alleged violations the lease provision requiring them to comply with state and municipal laws harmed her or Miller. View "Bachorz v. Miller-Forslund" on Justia Law

A pipeline owner (Owner) purchased sixty-eight mile-long pipeline constructed in the 1940s and made plans to remove the old pipeline and construct a new one that would carry butane. Owner awarded Contractor the contract to replace a certain section of the pipeline. After Contractor commenced work, Contractor filed suit against Owner for breach of contract and fraud based on Owner's failure to locate several hundred "foreign crossings" in the pipeline's path and its subsequent refusal to compensate Contractor for its additional expenses resulting from the obstacles. The trial court found in favor of Owner, finding that the parties' contract allocated the risk of any additional cost incurred because of foreign crossings to Contractor. The court of appeals reversed, finding that Owner failed to exercise due diligence in locating the foreign crossings. The Supreme Court reversed the court of appeals' judgment and reinstated the trial court's judgment, holding (1) the contract allocated all risk to Contractor for unknown obstacles discovered during the construction process; and (2) the jury's answers to questions about Contractor's recovery for breach of contract based on due diligence were immaterial. View "El Paso Field Servs., L.P. v. MasTec N.A., Inc." on Justia Law

The issue before the Supreme Court in this case was the manner in which defendant JPMorgan Chase Bank, N.A. (Chase), the successor in interest to Washington Mutual Bank (WaMu), acquired plaintiffs' mortgage. Plaintiffs' mortgage was among the assets held by WaMu when it collapsed in 2008. Specifically, the issue was whether defendant acquired plaintiffs' mortgage by "operation of law" and, if so, whether MCL 600.3204(3), applied to the acquisition of a mortgage by operation of law. Upon review of briefs submitted by the parties and the applicable statutory authority, the Supreme Court held that defendant did not acquire plaintiffs' mortgage by operation of law. Rather, defendant acquired that mortgage through a voluntary purchase agreement. Accordingly, defendant was required to comply with the provisions of MCL 600.3204. Furthermore, the Court held that the foreclosure sale in this case was voidable rather than void ab initio. Accordingly, the Court affirmed in part and reversed in part the judgment of the Court of Appeals and remanded the case to the trial court for further proceedings. View "Kim v. J.P. Morgan Chase Bank, N.A." on Justia Law

Petitioner David Ellis appealed a superior court order that rescinded a non-compete agreement and ordered partial restitution as a remedy. Respondents Candia Trailers and Snow Equipment, Inc. and its principals Jeffrey and Suzanne Goff, cross-appealed the rescission of the non-compete agreement. Ellis signed an asset purchase agreement (APA), non-compete agreement (NCA) and an inventory purchase agreement (IPA) in relation to the sale of Precision Truck, a business the Goffs owned. The Goffs executed the NCA with regard to Ellis' operation of Precision Truck to remain in effect for seven years. However, the NCA could end sooner if Ellis breached terms of the IPA. One of the terms of the IPA was that Ellis would pay for Precision Truck's inventory by June 1, 2007. Within weeks of signing the NCA, Goff began competing with Precision Truck. Ellis thereafter failed to purchase all of Precision Truck's inventory by June 1, 2007. Ellis subsequently sued for breach of contract and violation of the Consumer Protection Act. The trial court found the NCA, IPA and APA as three separate agreements, each with its own terms and remedies for breach, and that Ellis breached the IPA and Goff breached the NCA. Both parties argued that the trial court abused its discretion when rescinding the NCA and awarding partial restitution to Ellis. Upon review, the Supreme Court concluded the trial court erred in determining that the three agreements were severable, and as such, the NCA could not be rescinded without rescinding the IPA and the APA too. Accordingly, the Court reversed the restitution award and remanded to the trial court for a determination of what remedies were available. View "Ellis v. Candia Trailers & Snow Equipment, Inc." on Justia Law

The issue before the Supreme Court in this case stemmed from the grant of summary judgment in favor of an insurance company. The insureds contended that the liability coverage provision in their homeowner's policy required the insurer to defend a lawsuit brought by a contractor they hired to repair fire damage to their home and to remodel the home, and that the insurer was required to indemnify against any recovery by the contractor. Upon review of the policy underlying this case, the Supreme Court found no such duties as the insureds contended and affirmed the district court's judgment. View "Linford v. State Farm Fire & Casualty" on Justia Law

Ida-Therm, LLC appealed the grant of summary judgment in favor of Bedrock Geothermal, LLC, which held that a reservation of "all the oil, gas, and minerals, in, on, or under the surface of [deeded] lands," in a 1946 warranty deed included the geothermal resources underlying the property. The district court determined that the Deed's mineral reservation severed the mineral estate from the surface estate, and that geothermal resources were included in the scope of the mineral estate. Because the Supreme Court found that the term "mineral" was ambiguous with respect to the deed in question, and because ambiguous grants in deeds are construed against the grantor, the Court construed the grant in favor of Ida-Therm and reversed the district court. View "Ida-Therm v. Bedrock Geothermal" on Justia Law

Dr. Stephen L. Wallace appealed the grant of summary judgment in favor of Belleview Properties Corporation, IPF/Belleview Limited Partnership ("IPF"), HR/Belleview, L.P., and Infinity Property Management Corporation ("the defendants"). In August 1991, Wallace leased office space in the Belleview Shopping Center to use for his dental practice. Around 1996, the defendants purchased the shopping center and renewed Wallace's lease. The lease was renewed a second time in 2003 for a term of five years. In 2005, Wallace sued the defendants,1 alleging fraud and suppression; negligence; wantonness; breach of contract; unjust enrichment; and negligent training, supervision, and retention. Wallace alleged that, during the term of the lease, he reported various maintenance problems to the defendants. He also alleged that, although the defendants assured him that the problems would be taken care of, but that they were not. Wallace asserted that, as a result of reported water leaks that were left unrepaired, the office was infested with toxic mold. Therefore, he had to close his practice to avoid exposing his employees and his patients to the toxic mold. The defendants successfully filed a motion for a summary judgment as to Wallace's claims against them. In 2010, Wallace filed a motion for reconsideration which was denied. Upon review of the matter, the Supreme Court concluded that Wallace did not timely file his notice of appeal. Accordingly, the Supreme Court dismissed the appeal for lack of jurisdiction. View "Wallace v. Belleview Properties Corp." on Justia Law