Justia Contracts Opinion Summaries

In 2004, Edlow agreed to purchase three residential condominium units in RBW's luxury development, consisting of a Residential Unit, a Commercial Unit, and a Hotel Unit. It was anticipated that the Regent Hotel would operate the Hotel and that residential occupants would have privileged access to hotel amenities. According to marketing materials the Regent Boston was to offer a spa, meeting space, a signature restaurant by a Michelin chef, 24-hour concierge service, and an executive business center. When construction fell behind, RBW exercised its rights to extend closing dates several times. RBW representatives assured Edlow that "all promised amenities would be available." Edlow affirmed his commitment to purchase two units, but was released from obligation to buy one. The closing for the first unit took place in May 2008. In June, RBW informed Edlow that Regent was pulling out. In July, RBW informed him that the replacement hotel would not offer property management and concierge services discussed in original marketing materials. Despite these notices, Edlow executed a new agreement. Days later, Edlow demanded return of deposits on the remaining unit. Edlow sued, alleging contract, tort and statutory claims. The district court dismissed. The First Circuit affirmed. View "Edlow v. RBW, LLC" on Justia Law

After its property sustained wind damage during Hurricane Katrina, a real-estate developer sued its insurance provider for coverage, and, in the alternative, its insurance agent for professional negligence. The district court decided that the insurance policy covered wind damage, and a jury decided that there had been no "mutual mistake" between the agent and the provider concerning wind coverage. As a consequence, the district court dismissed with prejudice the developer's negligence claim against its agent. The insurance provider appealed, and the Fifth Circuit Court of Appeals reversed, deciding that the policy did not cover wind damage. On remand, the developer moved under Fed. R. Civ. P. 60(b) to set aside the dismissal of its professional negligence claim against the agent in light of the reversal. The district court granted the motion and resurrected the negligence claim against the agent. The Fifth Circuit affirmed, holding that the district court did not abuse its discretion in granting the developer Rule 60(b) relief. View "Lowry Dev., LLC v. Groves & Assocs. Ins., Inc." on Justia Law

Razorback Concrete Company (Razorback) sued Dement Construction Company (Dement) for breach of contract and fraud based on disputes over performance of a concrete supply contract. The district court granted summary judgment to Dement on the fraud claim and partial summary judgment to Dement as to the measure of damages for the breach of contract claim, holding that Razorback was not entitled to recover damages under a lost profits theory. After obtaining a judgment on the contract claim, Razorback appealed the grants of summary judgment. The Eighth Circuit Court of Appeals affirmed, holding that the district court did not err in (1) granting summary judgment in favor of Dement on Razorback's fraud claim, as Razorback failed to identify any evidence creating a genuine issue of material fact regarding whether Dement knew its representation as false at the time it was made; and (2) granting partial summary judgment to Dement on Razorback's claim for lost provides, holding that Razorback failed to supply evidence creating a fact issue regarding whether it was a lost volume seller or whether damages provided or under Ark. Code Ann. 4-2-708(1) were otherwise inadequate. View "Razorback Concrete Co. v. Dement Constr. Co. " on Justia Law

Aladdin’s purportedly gross mismanagement allegedly caused plaintiffs to lose their entire $60 million investment in a collateralized debt obligation. A CDO pays investors based on performance of an underlying asset. The CDO at issue was “synthetic” in that its asset was not a traditional asset like a stock or bond, but was a derivative instrument, whose value was determined in reference to still other assets. The derivative instrument was a “credit default swap” between Aladdin CDO and Goldman Sachs based on the debt of approximately 100 corporate entities and sovereign states. The district court held that, because of a contract provision limiting intended third-party beneficiaries to those “specifically provided herein,” plaintiffs could not bring a third-party beneficiary breach of contract claim and could not “recast” their claim in tort. The Second Circuit reversed. Plaintiffs plausibly alleged that the parties intended the contract to benefit investors in the CDO directly and create obligations running from Aladdin to the investors; that the relationship between Aladdin and plaintiffs was sufficiently close to create a duty in tort; and that Aladdin acted with gross negligence in managing the investment portfolio, leading to the failure of the investment vehicle and plaintiffs’ losses. View "Bayerische Landesbank, NY v. Aladdin Capital Mgmt., LLC" on Justia Law

Branham began teaching in 1983 and was a tenured law professor. She sometimes suffered from seizures. She had a 12-month teaching contract for 2006. For the spring semester she was assigned to teach constitutional law and torts. Branham indicated that she did not want to teach the classes, citing health reasons and her greater experience with criminal law. She nonetheless taught the courses. In summer Branham sold her house, moved to Illinois, and was granted a leave of absence. Assigned to teach constitutional law after returning from leave, she refused to do so. The dean terminated her employment in December. Her contract required that dismissal be voted upon by faculty. That process was not initially followed. Branham sought damages for violations of the Americans with Disabilities Act and the Michigan Persons with Disabilities Civil Rights Act, intentional infliction of emotional distress, and breach of contract. The district court dismissed all but the contract claim, granted a motion to limit the remedy on the contract-breach claim to equitable relief, held that the school had breached the contract, and ordered compliance. Faculty and the board of directors concurred in the dismissal. The district court entered judgment against Branham. The Sixth Circuit affirmed. View "Branham v. Thomas M. Cooley Law Sch." on Justia Law

The bankruptcy Trustee of MBS Management Services, Inc. (MBS), a management company for dozens of apartment complexes, appealed judgments rejecting his claim that payments made by the debtor to MXEnergy Electric, Inc (MX) to reimburse MX for supplying electricity to the complexes were avoidable preferences. The bankruptcy court and district court found that the payments were made on a "forward contract" expressly exempt from the Bankruptcy Code's preference provision. The Fifth Circuit Court of Appeals affirmed, holding that because the agreement was a forward contract within the meaning of 11 U.S.C. 546(e), and because expert testimony from the President and CEO of MX was admissible, the bankruptcy and district court's correctly rejected the Trustee's avoidance action. View "Lightfoot v. MXenergy Elec., Inc. " on Justia Law

The issue in this appeal was whether a homeowners' association may enforce a covenant prohibiting "business activities of any kind whatsoever" against homeowners who have operated a daycare in their home for a period of twelve years. The Supreme Court (1) affirmed the district court's order to the extent it found that the daycare business violated the "no business activities" covenant and to the extent it granted summary judgment on the defenses of estoppel, laches, and unclean hands; but (2) reversed the district court's grant of summary judgment in favor of the homeowners' association with respect to the affirmative defense of waiver raised by the homeowners because there were genuine issues of material fact surrounding this issue. View "Farmington Woods Homeowners Ass'n v. Wolf" on Justia Law

For four years, subcontractor Precision Welding, Inc. provided construction services to Denbury Onshore, LLC, under an oral agreement. Denbury, claiming its contract with Precision was terminable at will, terminated the relationship in 2006. Precision filed suit, claiming Denbury had breached its obligation to keep Denbury on the job until the completion of the project. A jury found for Precision and awarded it $1,500,000 in damages. But because the oral contract between Denbury and Precision was for a particular hourly rate for work performed and not for any particular or definite time period, the Supreme Court held that the contract was terminable at will, and reversed the jury verdict. The Court remanded for a new trial on the issue of whether, under the circumstances, Denbury provided Precision reasonable notice of the termination and, if not, the damages it proximately caused. View "Denbury Onshore, LLC v. Precision Welding, Inc." on Justia Law

Eureka Water Company contended that a 1975 agreement granted it the exclusive license in 60 Oklahoma counties to sell spring water and other products using the "Ozarka" trademark. It sued Nestle Waters North America, Inc., the current owner of the Ozarka trademark, to obtain a declaratory judgment of that right and to obtain monetary relief under several theories, including breach of contract, tortious interference with business relations, unjust enrichment, and promissory estoppel. A jury found for Eureka on its contract and tortious interference claims, and the district court entered a judgment declaring that the 1975 agreement granted Eureka the exclusive right that it claimed in the Ozarka mark. In a post-verdict ruling, the district court denied as duplicative Eureka's equitable claims based on unjust enrichment and promissory estoppel. Nestle appealed. The Tenth Circuit agreed with most of Nestle's principal arguments. First, the Court reversed the district court's denial of Nestle's motion for JMOL on the contract claim because the 1975 agreement unambiguously did not cover spring water and under Oklahoma contract law. The Court reversed the denial of JMOL on the tortious-interference claim because Eureka failed to show that Nestle's decision to charge Eureka what it charged other vendors for bottled water was not privileged or justified. Third, the Court affirmed the denial of Eureka's unjust enrichment claim because the claim is based on the false premise that Eureka's license to use the Ozarka trademark covers spring water. The Court reversed, however, the denial of Eureka's promissory-estoppel claim, and remanded that claim for further consideration by the district court. View "Eureka Water Company v. Nestle Waters North America" on Justia Law

Plaintiff Marnita Goddard was injured while riding on a trolley operated by the city of Deadwood, South Dakota. Invoking diversity jurisdiction, Goddard sued the city for negligence and the South Dakota Public Assurance Alliance (SDPAA) for uninsured motorist coverage. After Goddard settled with the city, the district court granted summary judgment in favor of SDPAA, concluding that Goddard was not covered under the uninsured motorist provision in the city's agreement with SDPAA. The Eighth Circuit Court of Appeals affirmed, holding that Goddard had not shown she was entitled to coverage under the uninsured motorist provision of the SDPAA agreement. View "Goddard v. S.D. Pub. Assurance Alliance" on Justia Law