Articles Posted in Contracts

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In this complaint alleging fraud, negligent misrepresentation, and breach of fiduciary duty against Van Wagoner & Bradshaw, LLC, an accounting firm, and Coldwell Banker Commercial, the Supreme Court largely affirmed as to the issues raised in cross-petitions for certiorari but reversed and remanded as to the issue as to whether Plaintiff was entitled to a jury instruction on nondisclosure fraud. Reperex, Inc. brought this action after a business it purchased in a deal brokered by Coldwell failed. All of the claims against Coldwell were dismissed before trial. Two of the claims against Bradshaw were dismissed before trial, and the remaining fraud claim went to trial, where Bradshaw prevailed. The court of appeals affirmed as to Bradshaw but reversed as to Coldwell. Coldwell and Reperex filed cross-petitions for certiorari. The Supreme Court held (1) Coldwell could not be held liable despite a nonreliance clause in Coldwell’s contract with Reperex; (2) expert testimony was not required to sustain Reperex’s breach of fiduciary duty claim; (3) Reperex failed to establish a basis for overcoming protections available to Bradshaw under Utah Coe 58-26a-602; but (4) as to the lack of a jury instruction on nondisclosure fraud, the case must be remanded for a determination of whether Bradshaw owed Reperex a duty of disclosure under the common law. View "Reperex, Inc. v. Coldwell Banker Commercial" on Justia Law

Posted in: Business Law, Contracts

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The Supreme Court vacated the jury’s $2.75 million award for non-economic damages in this legal malpractice and breach of contract case, holding that the case did not qualify as one of the “rare” cases where non-economic damages can be recovered for breach of contract. Plaintiff sued Defendants for legal malpractice, breach of contract, breach of fiduciary duty, and negligent hiring, training, and supervision after Defendants failed to bring Plaintiff’s claim before the statute of limitations ran. The jury found in favor of Plaintiff on each of the claims, awarding her $750,000 in damages for breach of contract and $2.75 million for the emotional distress Plaintiff suffered as the result of the malpractice. The Supreme Court vacated the non-economic damages award, holding that, under either a breach of contract or breach of fiduciary duty theory, the district court erred in upholding the award for emotional distress damages. The Court also vacated the attorney fees award and held that the district court correctly denied Plaintiff’s litigation expenses. View "Gregory & Swapp, PLLC v. Kranendonk" on Justia Law

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An action is commenced under Utah law not by the filing of a motion for leave to amend but by the filing of a complaint. Many years after filing suit against other defendants a homeowners association sued the general contractor on a construction project. By the time the homeowners association finally filed an amended complaint naming the general contractor the statute of repose had run on six buildings in the project. The general contractor filed motion for summary judgment, asserting that the claims against it were time barred. The district court denied the motion, concluding that the amended complaint related back to the date the motion for leave to amend was filed. The Supreme Court reversed, holding that the homeowners association’s claims were time barred because no viable complaint was filed within the repose period and the complaint did not relate back to a timely pleading. View "Gables v. Castlewood" on Justia Law

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A party may implicitly waive an antiwaiver clause in a contract through conduct, but there must be clear intent to waive both the underlying contract provision and the antiwaiver clause. Defendant hired Plaintiff to provide snow removal services. The parties’ contract required Plaintiff to maintain a certain amount of insurance coverage. The contract included an antiwaiver clause stating that Defendant’s failure to notice a deficiency in Plaintiff’s insurance coverage could not be construed as a waiver of the insurance provision. When Defendant discovered that Plaintiff had failed to purchase the required insurance, Defendant terminated the contract. Plaintiff brought this action asserting that Defendant had waived its right to terminate the contract because Defendant effectively waived the insurance requirement by making payments to Plaintiff despite its noncompliance. The jury found Defendant liable for breach of contract. The Supreme Court reversed, holding (1) Plaintiff produced no evidence of waiver beyond Defendant’s failure to insist on performance of the insurance requirements; and (2) Defendant was within its rights to terminate the contract. View "Mounteer Enterprises, Inc. v. Homeowners Association for Colony at White Pine Canyon" on Justia Law

Posted in: Contracts

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The Supreme Court affirmed the district court’s ruling that Plaintiff, a municipal employee, had forfeited her merit protection status through contract, estoppel, and waiver without reaching the merits of Plaintiff’s claims because she failed to carry her burden of challenging all of the district court’s rulings, each of which was an independent basis for summary judgment. On appeal, Plaintiff argued that Supreme Court precedent allowing a contract in conflict with a statute to survive, provided it does not violate public policy, does not extend to contracts involving government employees. The Supreme Court held that, although it was possible that Plaintiff was correct, Plaintiff was not entitled to relief because she failed to challenge the district court’s ruling that she was equitably estopped from claiming merit status. View "Howick v. Salt Lake City Corp." on Justia Law

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In this action alleging, inter alia, breaches of fiduciary duty and the implied warranty of habitability, the Supreme Court affirmed the district court’s grant of summary judgment and a directed verdict against The Gables at Sterling Village Homeowner’s Association (the Association) but vacated the district court’s award of attorney fees. The Association filed this action against the property developer who built the Gables at Sterling Village, the builders, and their principles after property owners began to notice problems in the planned unit development. The property owner asserted a counterclaim for indemnification. The district court granted (1) summary judgment against the Association, concluding that the Association lacked contractual privity with the property developer; (2) the property developer’s motion for directed verdict on the Association’s claim for breach of fiduciary duty; and (3) the property developer’s post-trial motion for indemnification of attorney fees. The Supreme Court affirmed in part and vacated in part, holding (1) the district court did not err in granting summary judgment and directed verdict; but (2) the property developer should have tried his indemnification claim rather than raise it by post-trial motion. View "Gables at Sterling Village Homeowners Ass’n v. Castlewood-Sterling Village I, LLC" on Justia Law

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The doctrine of equitable conversion operates to protect a buyer’s interest in the land from the time a land sales contract is capable of being specifically enforced by the buyer. The Utah Supreme Court affirmed the district courts judgment that the seller's creditor was unable to attach a judgment lien to land that the seller had already entered into a real estate purchase contract to sell. In this case, the real estate purchase contract was an executory real estate contract and, as such, it was subject to the equitable conversion doctrine. View "SMS Financial v. CCB, LLC" on Justia Law

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The Liability Reform Act (LRA), Utah Code 78B-5-817 through 823, does not immunize retailers - whether “passive” or not - from products liability claims in cases where the manufacturer is a named party. In so holding, the Supreme Court overruled the court of appeals’ conclusion to the contrary in Sanns v. Butterfield Ford, 94 P.3d 301 (Utah Ct. App. 2004). The court further held that the LRA does not upend longstanding precedent that retailers are strictly liable for breaching their duty not to sell a dangerously defective product. Plaintiffs asserted claims for strict products liability, breach of warranty, and contract rescission against R.C. Willey. The district court dismissed the tort and warranty claims under the “passive retailer” doctrine articulated in Sanns. R.C. Willey stipulated to liability on the rescission claim. The Supreme Court rejected the passive retailer doctrine and thus reversed the dismissal of Plaintiffs’ claims against R.C. Willey for strict products liability and breach of warranty. The court also vacated the district court’s decision declining to award attorney fees to Plaintiffs. View "Bylsma v. R.C. Willey" on Justia Law

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In this subrogation action filed by Educators Mutual Insurance Association (EMIA) against a tortfeasor in a personal injury case, the Supreme Court reversed the court of appeals’ dismissal for lack of standing. The court of appeals ruled that an insurer may file suit for subrogation only in the name of its insured, and not in its own name. The Supreme Court upheld EMIA’s standing to sue for subrogation in its own name under the terms of the insurance policy where the terms of the insurance policy at issue in this case expressly recognized EMIA’s authority “to pursue its own right of subrogation against a third party” without regard to whether the insured “is made whole by any recovery.” View "Wilson v. Educators Mutual Insurance Ass’n" on Justia Law

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The Supreme Court affirmed the district court’s dismissal of Plaintiffs’ putative class action lawsuit in which they alleged that Salt Lake City unjustly enriched itself by fining them for failing to use a parking meter at a time when there were no longer any parking meters in the City - only pay stations - but the City had not yet prohibited parking without paying at a pay station. Plaintiffs also alleged that the City’s notices violated due process. The district court granted the City’s motion to dismiss. The Supreme Court affirmed, holding (1) the City’s notices were sufficient to apprise Plaintiffs of both their right to challenge their parking tickets and their opportunity for a hearing on that challenge; and (2) because Plaintiffs did not exhaust their legal remedies before seeking to challenge their tickets through an equitable action Plaintiffs failed to state an equitable enrichment claim. View "Bivens v. Salt Lake City" on Justia Law