Justia Contracts Opinion Summaries

This appeal involved a title to a house and lot in a residential subdivision in Forsyth County. The trial court granted plaintiffs' motion for summary judgment and defendants appealed. The court held that the trial court properly rejected defendants' claim of bona fide purchaser status; defendants' argument that the trial court erred in holding that the children acquired a collective two-thirds interest in the property by virtue of the 1998 quitclaim deed from their father was without merit; the trial court properly dismissed defendants' claim for equitable subrogation; the trial court did not err in dismissing defendants' counterclaim for unjust enrichment; and the trial court did not err in dismissing defendants' laches defense. Accordingly, the court affirmed the judgment.

The court granted certiorari to the Court of Appeals to consider whether that court erred in determining that the doctrine of res judicata barred plaintiff's "complaint for breach of contract" in this litigation involving the ultimate distribution of plaintiff's father's estate. The court concluded that res judicata was a bar to the present suit where plaintiff's restyling of her complaint in terms of a breach of contract theory of recovery did not revive her cause of action for fraud that was defeated on appeal from a summary judgment ruling. Accordingly, the court affirmed the judgment of the Court of Appeals.

General Electric (GE) obtained a judgment against Intra-Med for breach of contract. Thomas Schultz was the president and sole shareholder of Intra-Med. After collecting only a portion of the judgment, GE intervened in another lawsuit and filed a third-party complaint against Schultz seeking to pierce the corporate veil and hold him personally liable for the judgment against Intra-Med. The trial court entered judgment on the pleadings in favor of GE, allowing GE to pierce Intra-Med based upon the instrumentality theory of veil piercing. The court of appeals affirmed, concluding (1) none of Schultz's affirmative defenses negated the fact that he admittedly used corporate funds and property as his own to GE's detriment, and (2) Schultz's admissions fulfilled the requirements for piercing the corporate veil and supported the trial court's judgment on the pleadings. The Supreme Court reversed, holding that the trial court improperly granted GE's motion for judgment on the pleadings, as Schultz's admissions did not conclusively establish harm, fraud, or unjust loss, the three elements that must be established to warrant a piercing of the corporate veil under the instrumentality theory.

In 2009 the fire protection district adopted an ordinance requiring commercial buildings and multi-family residences to have fire alarms equipped with wireless radio technology to send alarm signals directly to the district's central monitoring board. The ordinance provided that the district would contract with one private alarm company to provide and service signaling equipment, displacing several private fire alarm companies that have competed for these customers. The alarm companies sued on claims under the U.S. Constitution, federal antitrust law, and state law. The district court granted summary judgment for the alarm companies on the basis of state law and enjoined the district from implementing the ordinance. The Seventh Circuit affirmed in part, holding that the district has statutory authority to require that commercial and multi-family buildings connect directly to its monitoring board through wireless radio technology. The district does not, however, have authority to displace the entire private market by requiring all customers to buy services and equipment from itself or just one private company.

Patterson Enterprises hired Archie Johnson Contracting (AJC) to perform blasting on a road construction project. During the project, an entire section of rock above one of Patterson's excavators collapsed, crushing it. Patterson filed suit against AJC, asserting various claims, including negligence and strict liability. AJC asserted various affirmative defenses, including contributory negligence and assumption of the risk. AJC also filed a counterclaim, asserting breach of contract. The jury (1) returned a verdict finding that AJC's blasting caused the damages sustained by Patterson and that Patterson and its employees assumed the risk of harm; (2) allocated fifty-one percent of the fault to AJC and forty-nine percent to Patterson, and awarded damages to Patterson in the amount of $50,000; and (3) returned a verdict in favor of AJC on its breach of contract claim, awarding damages to AJC in the amount of $19,255. The Supreme Court affirmed, holding that the district court did not err (1) when it permitted the defense of assumption of the risk to go to the jury; and (2) in failing to instruct the jury regarding the subjective knowledge requirement set forth in Lutz v. National Crane Corp.

Plaintiffs Greenwood Products, Inc. and Jewett-Cameron Lumber Corp. obtained a jury verdict in their favor on a breach of contract claim against Defendants Forest Products, Dovenberg, and LeFors. They appealed the Court of Appeals' decision that reversed the judgment entered on that verdict. The contract in question required Defendants to sell, and Plaintiffs to buy all of Defendants' inventory, for a certain percentage over Defendants' cost for that inventory. Plaintiffs alleged that Defendants had breached the contract by erroneously accounting for their cost of inventory, causing Plaintiffs to pay $820,000 more for the inventory than they should have. Defendants moved for a directed verdict on the breach of contract claim, but the trial court denied the motion and sent the claim to the jury, which returned a verdict for Plaintiffs. The Court of Appeals held that the trial court should have granted defendants' motion for a directed verdict because the contract did not impose any obligation on defendants to accurately account for the cost of the inventory. Upon review, the Supreme Court concluded that the trial court in this case properly rejected each of the grounds that Defendants' raised at trial for granting their motion for a directed verdict. The Court also concluded that the additional argument that the Court of Appeals relied on in reversing the trial court was not preserved, and therefore reversed the appellate court's decision overturning the trial court.

After both plaintiff and her employer purported to terminate plaintiff's employment contract, the employer sought a declaratory judgment in the court of the Commonwealth of Puerto Rico, concerning a release that it wanted plaintiff to sign. While the case was pending, plaintiff filed suit for breach of contract in federal court, invoking diversity jurisdiction. The district court dismissed without prejudice. After the declaratory judgment action was resolved in favor of the employee, the court denied a motion to set aside the dismissal. The First Circuit reversed, holding that the case does not present the extraordinary circumstances required under the Colorado River doctrine to justify surrender of federal jurisdiction.

Landlord leased commercial real property to Tenant. Landlord granted Tenant permission to renovate the property on the condition that Tenant would pay for the renovations. Tenant thereafter contracted with Contractor to perform the work. When Tenant defaulted on its payments to Contractor, Contractor filed a lien against Landlord's property. Contractor thereafter filed a complaint against Landlord and Tenant, asserting various claims and seeking to foreclose on its lien. The district court granted Landlord's motion for summary judgment, concluding that, pursuant to Wyoming's lien statutes, a valid mechanic's lien did not exist because Landlord did not agree to pay for the renovations to the property and that Tenant was not acting as Landlord's agent in contracting for the improvements. The Supreme Court affirmed, holding (1) the district court correctly interpreted Wyo. Stat. Ann. 29-2-105(a)(ii) to require a finding of agency between the landlord and tenant before a mechanic's lien may attach to the landlord's property for work performed at the tenant's behest; and (2) in this case, that relationship did not exist.

Amber Williams and Frederick Ormsby, who were not married, lived together in a house Amber received through her divorce settlement. Frederick eventually paid the remaining mortgage balance, and Amber gave him title to the property by executing a quitclaim deed. As a result of a later separation, Amber and Frederick signed a document in March 2005 to sell the house and allocate the proceeds. The couple subsequently tried to reconcile and, in June 2005, they signed a second document, purportedly making themselves equal partners in the house and providing for property disposition in the event that their relationship ended. After their relationship ended, the parties filed suit against each other. The trial court determined that the March 2005 agreement was supported by consideration but that the June 2005 agreement was not and held that title to the property was vested in Frederick exclusively. The federal court of appeals reversed, concluding that moving into home with another and resuming a relationship can constitute consideration sufficient to support a contract. The Supreme Court reversed, holding that merely moving into a home with another while engaging in a romantic relationship is not consideration for the formation of a contract.

Shipping Point Marketing (SPM), an independent shipper, and three other independent shippers engaged Western Brokerage (Western) to arrange for he transportation of produce from Arizona to Pennsylvania and New York. Hotfoot Logistics (Hotfoot), a transportation broker in Arkansas, agreed to transport the produce through Freight Ambulance (Freight), its carrier. Freight delivered the produce, but Hotfoot allegedly was not paid for the freight charges. Hotfoot and Freight filed suit against SPM, the other shippers, and Western for breach of contract and David and Louis Fishgold for fraud. Western and other shippers were dismissed on various grounds. The circuit court then dismissed the complaint on the basis that the circuit court lacked personal jurisdiction. The Supreme Court dismissed Hotfoot's and Freight's appeal without prejudice for lack of a final, appealable order, as a named defendant, one of the independent shippers, was never dismissed from the case.