Articles Posted in Contracts

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The Supreme Judicial Court vacated the judgment of the district court dismissing Plaintiff’s fraudulent transfer complaint as having been filed outside the applicable statute of limitations, holding that the court should have treated the motion to dismiss as a motion for summary judgment. Plaintiff brought a complaint against Defendants alleging violations of the Uniform Fraudulent Transfer Act. Defendants moved to dismiss the complaint on the ground that the applicable six-year statute of limitations ran one day before the date that Plaintiff’s complaint was filed. The district court granted the motion to dismiss. The Supreme Judicial Court held that Plaintiff’s submission of extrinsic evidence converted the motion to dismiss to a motion for summary judgment, and accordingly, the court erred in failing to proceed with the summary judgment process. View "Acadia Resources, Inc. v. VMS, LLC" on Justia Law

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In this dispute concerning the rights and obligations of Appellants pursuant to a pipeline capacity agreement they had with Appellee, the Supreme Judicial Court affirmed the judgment of the business and consumer docket denying Appellants’ application to vacate several arbitration awards pursuant to Me. Rev. Stat. 14, 5938(1)(C). The court held that, contrary to Appellants’ argument on appeal, the arbitrator did not exceed his authority pursuant to the statute because the arbitration awards did not directly contradict the language of the agreement or constitute a manifest disregard for the terms of the agreement. View "XPress Natural Gas, LLC v. Woodland Pulp, LLC" on Justia Law

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John F. Murphy Homes, Inc. operates a private school that offers medical services that are paid for by MaineCare, a State Medicaid program. The State pays one-third of costs for MaineCare, a contribution commonly referred to as the Seed. In 2013, Murphy Homes filed a complaint that, as construed by the trial court, stated claims for breach of contract, quantum meruit, and an equitable claim for unjust enrichment or equitable estoppel, alleging that it was owed $7.5 million for Seed payments not paid between 2001 and 2011. The trial court granted summary judgment for the State on all claims. The Supreme Judicial Court affirmed, holding (1) the breach of contract and quantum meruit claims were not legally viable; and (2) Murphy Homes failed to allege facts to generate a trial worthy issue of fact on the reliance element of its equitable estoppel claim. View "John F. Murphy Homes, Inc. v. State" on Justia Law

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Plaintiff filed suit against CMMC, seeking indemnification for expenses he incurred in defense of an administrative proceeding initiated by the Board of Licensure in Medicine. The Superior Court denied CMMC's motion to dismiss. The court concluded that section 2511 of the Main Health Security Act, 24 M.R.S. 2511, does not render CMMC immune from plaintiff's contractual claim for reimbursement. In this case, viewing the complaint in the light most favorable to plaintiff, the allegations in the complaint are sufficient to overcome a Rule 12(b)(6) motion because they state the elements of a cause of action and facts that would entitle plaintiff to relief pursuant to some legal theory. Accordingly, the court affirmed the trial court's order. View "Lalonde v. Central Maine Medical Center" on Justia Law

Posted in: Contracts

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Barnie’s Bar & Grill, Inc. held an insurance policy by the United States Liability Insurance Company (USLIC) when Barnie’s was sued for negligence in connection with one man’s attack by a group of other patrons of the bar. USLIC declined to defend Barnie’s in the litigation, relying on the policy’s exclusions for assault and battery. Barnie’s sued USLIC in superior court seeking a declaratory judgment that USLIC had a duty to defend it and seeking damages for breach of contract. The superior court granted summary judgment for USLIC, concluding that USLIC had no contractual duty to defend Barnie’s. The Supreme Judicial Court affirmed, holding that USLIC was not obligated to defend Barnie’s in the underlying litigation because the allegations of the underlying complaint fell squarely within the policy’s exclusions for assault and battery. View "Barnie's Bar & Grill, Inc. v. United States Liability Insurance Company" on Justia Law

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Arundel Valley, LLC, the developer of a facility for a butter manufacturer, filed a complaint against Branch River Plastics, Inc., a manufacturer and distributor of insulated roofing panels, alleging, inter alia, defects in roofing panels that Branch River had manufactured and supplied to Arundel Valley for a construction project. A jury found in Arundel Valley’s favor on its claims that Branch River breached implied warranties by supplying defective roofing panels. Branch River filed a motion for a new trial, which the court denied. The Supreme Judicial Court reversed, holding that the trial court erred in declining to adjudicate whether Branch River had disclaimed implied warranties. Remanded. View "Arundel Valley, LLC v. Branch River Plastics, Inc." on Justia Law

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Harris Management and JJR Associates filed a complaint against Paul Coulombe and two LLCs under his control (collectively, Defendants), alleging seven causes of action arising from allegations that Coulombe had misrepresented his commitment to hire Harris Management to manage a golf course, which Coulombe was preparing to purchase, in an effort to obtain nearby property from JJR Associates at a discount and to prevent Harris from purchasing the golf club. During discovery, the court entered an order providing that Coulombe must permit Harris to discover the communications among Coulombe, his counsel, and a third party, concluding that those communications were either not subject to the attorney-client privilege or were discoverable because the crime-fraud exception to the attorney-client privilege applied. The Supreme Judicial Court affirmed the judgment except with respect to one communication that the Court concluded the trial court must consider further on remand, holding that, with the exception of those pages, the court did not abuse its discretion in ordering the release of specific communications between Coulombe and his attorneys. View "Harris Management, Inc. v. Coulombe" on Justia Law

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Jon and Winifred Prime brought suit against Dawn Harlor stemming from a dispute over the Primes’ right to use a dock according to an easement Harlor had granted the the Primes. At all relevant times, Harlor was insured by Amica Mutual Insurance Company under a homeowner’s insurance policy providing that Amica would defend Harlor against claims that may result in covered damages. Amica denied Harlor’s request that Amica provide a defense in the underlying suit based on its conclusion that the suit could not result in covered damages. After Harlor settled the suit with the Primes, Harlor brought suit against Amica alleging that Amica breached the policy by failing to defend her in the underlying lawsuit. The superior court granted summary judgment for Amica, concluding that any damages that might have resulted from the underlying suit would not be covered by Harlor’s policies and, therefore, did not give rise to a duty to defend. The Supreme Court vacated the summary judgment and remanded for the entry of summary judgment in favor of Harlor, holding that Amica breached its duty to defend. Remanded for further proceedings regarding Amica’s duty to indemnify Harlor for any or all of the amount that she paid to settle the underlying action. View "Harlor v. Amica Mutual Insurance Co." on Justia Law

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NDC Communications, LLC and Kenneth Carle III engaged in a complex set of agreements in the context of the development of a piece of land. When the parties’ working relationship broke down, NDC filed a complaint asserting that it was owed funds from Carle, and Carle counterclaimed seeking contract remedies and other relief. The trial court ultimately entered judgment enforcing a mechanic’s lien against Carle in the amount of $336,681.24. Carle appealed, arguing, inter alia, that the trial court failed to provide him a credit due of approximately $25,000, rendering the judgment against him inaccurate. The Supreme Judicial Court affirmed, holding (1) Carle’s due process rights were not violated by the post-trial procedures employed by the court; and (2) there was sufficient evidence in the record to support the court’s judgment, including its determination of damages. View "NDC Communications, LLC v. Carle" on Justia Law

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In 2012, GNP Parent, LLC entered into a sales agreement to purchase compressed natural gas from Xpress Natural Gas, LLC as fuel for the Great Northern Paper Mill. Cate Street Capital, Inc., the corporate owner of GNP, guaranteed the amounts payable by GNP up to $1,500,000. GNP failed to make the required payments for natural gas, and an arbitrator found Cate Street liable to Xpress for $1,500,000 on the guarantee. Xpress applied to the superior court to confirm the arbitration award. Cate Street and GNP moved to vacate the award in part, arguing that the arbitrator exceeded his authority in awarding Xpress $1,500,000 in damages on the guarantee of payments. The superior court entered a judgment confirming the award and denying the motion to vacate the award. The Supreme Judicial Court affirmed, holding that the arbitrator did not exceed his authority in this case because his interpretation was rationally derived from the sales agreement. View "Xpress Natural Gas, LLC v. Cate St. Capital, Inc." on Justia Law