Justia Commercial Law Opinion Summaries

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

Appellants, Leland and Ilene Haugen and Haugen Nutrition and Equipment, defaulted on promissory notes held by respondent United Prairie Bank-Mountain Lake (UPB). The various loan agreements between the parties contained provisions in which Appellants agreed to pay UPB's reasonable costs and attorney fees associated with the protection of UPB's security interests and the enforcement of Appellants' obligation to repay the loans. The district court denied Appellants' motion to submit the question of reasonable attorney fees to the jury and subsequently awarded UPB over $400,000 in attorney fees. The court of appeals affirmed, holding that UPB's claim for the recovery of attorney fees was equitable in nature and thus did not give rise to a jury trial right under the Minnesota Constitution. The Supreme Court reversed in part, holding that Appellants were constitutionally entitled to a jury determination on UPB's claim for attorney fees because the nature of the claim was contractual and the remedy sought was legal.View "United Prairie Bank-Mountain Lake v. Haugen Nutrition & Equip., LLC" on Justia Law

Galen Porter was the sole shareholder in County Forest Products. Porter began operating a fuel delivery business as Porter Cash Fuel but never registered that name with the Secretary of State. Porter ordered fuel and gas from A.E. Robinson in a series of transactions that continued for three years. Ultimately, the business relationship deteriorated, and A.E. Robinson refused to deliver any more products. A.E. Robinson sued County Forest and Porter seeking payment on the account. Following a non-jury trial, the court entered judgment for A.E. Robinson jointly and severally against County Forest and Porter in the amount of the invoices plus financing charges and attorney fees. The Supreme Court modified the judgment to remove the award of attorney fees and affirmed as modified, holding that the trial court (1) properly held Porter and County Forest jointly and severally liable; but (2) erred in awarding attorney fees to A.E. Robinson pursuant to Me. Rev. Stat. 2-207.View "A.E. Robinson Oil Co. v. County Forest Products, Inc. " on Justia Law

First American Title Insurance Company (FATIC) provided title insurance for a mortgage refinancing to SunTrust Mortgage through FATIC's title agent, First Alliance. First Alliance subsequently obtained a $100,000 surety bond pursuant to the Virginia Consumer Real Estate Settlement Protection Act (CRESPA) from Western Surety (Western). After the property owner defaulted under the original mortgages, SunTrust lost $734,296. FATIC paid the full amount of this loss then made a formal demand upon Western for $100,000. Western refused to pay FATIC the amount of the surety bond. FATIC sued Western and First Alliance for breach of contract. The district court entered judgment in FATIC's favor for $100,000. The Supreme Court held (1) CRESPA does not recognize a private cause of action that may be asserted against a surety and the surety bond issued pursuant to former Va. Code Ann. 6.1-2.21(D)(3); (2) Virginia law nonetheless permits a cause of action against a surety and the surety bond executed pursuant to CRESPA by the assertion of a common law claim; and (3) a title insurance company may have standing, not in its own right, but as a subrogee of its insured, to maintain a cause of action against a surety and the surety bond.View "First Am. Title Ins. Co. v. W. Surety Co." on Justia Law

Norfolk Redevelopment and Housing Authority (NRHA) filed a complaint against the St. Joe Company and Advantis Real Estate Services Company alleging unjust enrichment and seeking imposition of a constructive trust and recovery of funds supplied by NRHA to its agent, Advantis, for the payment of contractors who had performed services for NRHA. St. Joe held a perfected secured interest in Advantis's operating account and exercised its rights as a secured creditor over that account to have funds from Advantis's account, including those entrusted to Advantis as NRHA's agent, transferred to a St. Joe account. The circuit court entered summary judgment in favor of NRHA. The Supreme Court affirmed, holding that the imposition of a constructive was was proper and necessary to prevent a failure of justice and unjust enrichment.View "St. Joe Co. v. Norfolk Redev. and Hous. Auth." on Justia Law

R & R Rig Service moved Universal Drilling Company's drilling rig under a time and materials contract. Universal refused to pay R & R's invoice, claiming that it should only have to pay the amount it paid to have the rig moved a few weeks later by a different company. R & R brought suit for payment of the services it rendered, and Universal counterclaimed on the basis of fraud and breach of the implied covenant of good faith and fair dealing. The district court generally ruled in favor of R & R and against Universal, although it refused to grant R & R's request for pre-judgment interest. The Supreme Court affirmed in part and reversed and remanded in part, holding that the district court (1) did not err in awarding damages; (2) did not err in ruling that Universal had failed to prove its fraud claim; (3) properly denied Universal's claim for breach of the implied covenant of good faith and fair dealing; and (4) erred in denying R & R's request for prejudgment interest. Remanded with directions to award R & R prejudgment interest.View "Universal Drilling Co., LLC v. R & R Rig Serv., LLC" on Justia Law