Justia Commercial Law Opinion Summaries

Shipper engaged Common Carrier to transport computer equipment belonging to Company. Company claimed the shipment was damaged on arrival, and Common Carrier refused to pay the amount that Company claimed Common Carrier had agreed to settle the claim for. Company asserted a claim against Shipper, whose Insurer paid Company. As subrogee, Insurer sued Common Carrier for breach of the settlement agreement. Insurer avoided removal to federal court by not asserting a cargo-damage claim, but, on remand, amended its petition to assert one. Common Carrier contended the cargo-damage claim was barred by limitations because Insurer filed it more than four years after Common Carrier rejected Company's claim. Insurer argued the cargo-damage claim related back to its original action for breach of the settlement agreement and thus was timely filed. The trial court agreed and rendered judgment against Common Carrier. The court of appeals held the cargo-damage claim did not relate back and was therefore barred by limitations. The Supreme Court reversed and rendered judgment for Insurer, holding that Insurer's cargo-damage claim was not barred by limitations, as the cargo-damage claim and breach-of-settlement claim both arose out of the same occurrence and, therefore, the relation-back doctrine applied.View "Lexington Ins. Co. v. Daybreak Express, Inc." on Justia Law

Respondents brought an action against Appellants, alleging breach of contract and fraud- and tort-based claims based on their purchase of two furniture stores from Appellants. The district court entered judgment for Respondents. The court allowed Respondents to rescind the agreement and awarded them damages. Although they appealed the judgment, Appellants did not obtain a stay of execution. Thus, despite the pending appeal, Respondents obtained a writ of execution on the judgment, allowing them to execute against one appellant's personal property. Respondents subsequently purchased Appellants' rights and interests in the district court action. Respondents moved to substitute as real parties in interest and dismiss the appeal on the basis that they acquired Appellants' claims and defenses at the sheriff's sale. The Supreme Court denied Respondents' motion, holding that Nevada's judgment execution statutes do not include the right to execute on a party's defenses to an action, as permitting a judgment creditor to execute on a judgment in such a way would cut of a debtor's defenses in a manner inconsistent with due process principles.View "Butwinick v. Hepner" on Justia Law

MayPort Farmers Co-Op appealed the judgment entered after trial and the district court's order denying MayPort's motion to amend findings of fact and conclusions of law and to amend judgment. MayPort sued St. Hilaire Seed Co., Inc., alleging St. Hilaire owed MayPort money for storage of edible beans St. Hilaire purchased from MayPort. The district court concluded "usage of trade" applied as a gap-filler and found industry custom and standards rendered storage charges inappropriate because MayPort's inability to perform caused the need for storage. Upon review, the Supreme Court affirmed, concluding the district court's findings of fact were not clearly erroneous and the district court did not abuse its discretion by denying MayPort's motion to amend.View "MayPort Farmers Co-Op v. St. Hilaire Seed Company, Inc." on Justia Law

Pielet Brothers Scrap Iron and Metal, was founded Arthur Pielet and his brothers shortly after World War II. Arthur sold his interest to his sons in 1986 through an agreement providing for a lifetime payment to him of a “consulting” fee, and, on his death, for a lifetime fee payment to his wife, Dorothy. The agreement was binding on successors and assigns. In 1994, the then- successor company, P.B.S., dissolved, but payments to Arthur continued until 1998, when its successor, MM, had financial difficulties. It filed for bankruptcy in 1999. Litigation began. The trial court awarded Dorothy almost $2 million. In the appellate court, P.B.S. argued the traditional rule that a cause of action that accrued (1998) after dissolution (1994) cannot be brought against a dissolved corporation. The appellate court rejected the argument, holding that Dorothy’s claim could survive, but remanded for determination of whether the companies could be relieved of liability for the fee under a theory of novation. The Supreme Court reversed in part, holding that the claim of breach of contract against P.B.S. could not survive the corporate dissolution. The issue of novation is relevant as to two other successor corporations and required remand.View "Pielet v. Pielet" on Justia Law

Northwest Building Company, LLC (Contractor) performed construction services for Northwest Distributing Co., Inc. (Owner) on a Taco John’s/Good Times facility in Gillette, Wyoming. Contractor brought an action against Owner seeking payment for its services, and Owner counterclaimed. After Contractor’s attorney moved to withdraw, the district court ordered Contractor to find substitute counsel in time for the pretrial conference. When Contractor was unable to find substitute counsel by the deadline, the district court sanctioned it by dismissing its complaint and granting judgment in favor of Owner on its counterclaims. Contractor appealed, raising a number of procedural issues. Upon review, the Supreme Court concluded that the district court did not abuse its discretion by dismissing the Contractor's complaint, and affirmed the lower court's judgment.View "Northwest Building Company, LLC v. Northwest Distributing Co., Inc." on Justia Law

GRT and Marathon are engaged in attempting to convert methane gas into fuel. They entered into interrelated agreements, including a Securities Purchase Agreement (Marathon purchased $25 million of GRT’s stock), mutual licensing agreements, and a Cooperative Development Agreement, governing collaboration to develop gas-to-fuels technology. Marathon built a multi-million dollar “Demonstration Facility” to test the technology on a large scale and a smaller research facility (Pilot Unit). Under the Development Agreement, GRT obtained access the Demonstration Facility and the ability to modify the Facility, to expire on December 31, 2012. The Facility began operations in 2008. Marathon executed a run campaign and shared data with GRT. In November 2009, Marathon decided to permanently close the Facility because of operational difficulties. Marathon followed procedures prescribed by the Agreement, gave notice, and extended GRT the right to acquire the Facility. GRT did not exercise that right. Although the Facility is currently closed, the Pilot Unit is operational, and both parties continue to test there. GRT claimed breach of contract. The chancellor found that the Development Agreement is not ambiguous and does not impose an affirmative duty on Marathon to operate the Facility through December, 2012, but provides GRT protection in other ways that would be internally inconsistent with such an affirmative duty.View "GRT, Inc. v. Marathon GTF Tech., Ltd." on Justia Law

Dentist purchased dental practice management software from Company to aid his patient data requirement. The contract between Dentist and Company limited Dentist's remedies for damages in tort caused by defects in the Company's software. Although Company warned Dentist to back up his patient data, Dentist's patient data was lost when installing the software. Dentist sued Company under several theories, and the district court granted Company's motion for summary judgment. Dentist appealed only the order granting summary judgment on his tort claims. The Supreme Court affirmed, concluding that the limitation of liabilities clause in the contract was enforceable, as provisions in software contracts allocating the risk of such a loss to the consumer are enforceable.View "Blaisdell v. Dentrix Cental Sys., Inc." on Justia Law

This was the second of two related lawsuits filed by Torrington Livestock Cattle Company (TLCC) against Daren and Jennifer Berg. In the first suit, Daren was found liable for breach of contract, conversion, and fraud. The court entered judgment in the favor of TLCC in the amount of $517,635, but the judgment remained unsatisfied. While the first suit was pending, the Bergs signed a promissory note with the First Bank of Torrington. As collateral, the bank acquired security interests in a variety of the Bergs' property, including livestock and ranching equipment. Later, the bank assigned the promissory note to TLCC. After the Bergs did not make the first payment, TLCC commenced the instant action, alleging breach of contract for promissory note and to enforce security agreement. The district court determined that no material issues of fact existed and TLCC was entitled to summary judgment. The Supreme Court summarily affirmed the judgment of the trial court based upon the deficient brief offered by the Bergs and their failure to follow the rules of appellate procedure.View "Berg v. Torrington Livestock Cattle Co." on Justia Law

BB&T brought suit against Borrowers and Guarantors for more than $19 million then due under certain promissory notes at issue. The promissory notes were executed as a result of BB&T's issuance of 16 loans for residential housing development. In Case No. S1161728, appellants argued that the Court of Appeals in holding that no valid foreclosure sale occurred, erroneously relied on its determination that BB&T did not satisfy the Statue of Frauds. The court held that there were no valid foreclosure sales to prevent BB&T from suing on the notes in the absence of confirmation under OCGA 44-14-161, regardless of whether there was a valid executory sales contract which satisfied the Statute of Frauds. In Case No. S11G1729, the court held that, although the Court of Appeals correctly held that none of BB&T's claims was barred by its failure to seek confirmation after the foreclosure auctions, that court did err in holding that the 2008 guaranties did not sufficiently identify any pre-2008 notes and that the 2008 Guarantors were estopped by BB&T's part performance from asserting a Statute of Frauds defense to BB&T's claims against them on pre-2008 notes.View "Tampa Investment Group, Inc., et al. v. Branch Banking and Trust Co., Inc.; Legacy Communities Group, Inc., et al. v. Branch Banking and Trust Co., Inc." on Justia Law

Metropolitan National Bank (MNB) loaned Grand Valley Ridge several million dollars for the completion of a subdivision. After Grand Valley failed to make its interest payments, MNB filed a petition for foreclosure. Grand Valley and Thomas Terminella, a member of Grand Valley (collectively, Appellants), filed an amended counterclaim alleging various causes of action. During the trial, the circuit court granted Appellants' motion to take a voluntary nonsuit of their claims of negligence and tortious interference with contract. The circuit court held in favor of MNB. The court subsequently granted MNB's petition for foreclosure and awarded a judgment against Appellants. Thereafter, Appellants filed a complaint alleging their original nonsuited counterclaims and adding additional claims. MNB moved to dismiss Appellants' complaint and filed a motion for sanctions. The circuit court granted both motions. The Supreme Court affirmed, holding, inter alia, (1) because Appellants brought claims clearly barred by the statute of limitations, the circuit court did not abuse its discretion in awarding sanctions; and (2) the circuit court properly granted summary judgment for MNB on Grand Valley's nonsuited issues based on the applicable statute of limitations.View "Grand Valley Ridge LLC v. Metropolitan Nat'l Bank" on Justia Law