Articles Posted in Contracts

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At issue was whether the City of Fairmont, which entered into a lease purchase agreement for equipment with Comvest, Ltd., may assert claims and defenses against Blue Ridge Bank - to whom Comvest assigned its interest in the lease purchase agreement, including its right to the City’s monthly payments - based on Comvest’s conversion of funds designated for the purchase of the equipment. The Supreme Court held (1) the Bank took its assignment subject to the City’s claims and defenses arising from Comvest’s breach of the lease purchase agreement; and (2) therefore, the City may assert claims and defenses against the Bank based on Comvest’s conversion. View "Blue Ridge Bank, Inc. v. City of Fairmont" on Justia Law

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Petitioners, former shareholders of Kay Company and Kay Co., LLC, appealed orders entered by the circuit court in which summary judgment was granted to Respondent, Petitioners’ former legal counsel, in connection with claims Petitioners filed against Respondent. Petitioners challenged the circuit court’s (1) ruling that a settlement reached by all but one of Petitioners with the IRS prevented them from establishing causation and damages on any of their claims, (2) finding that there were no factual issues in need of resolution, and (3) ruling that the lack of settlement with the IRS precluded Jennie Graham, executrix of the estate of James Graham, prevented her from asserting claims against Respondent. The Supreme Court held that the circuit court (1) erred in reasoning that the settlement with the IRS prohibited Petitioners from going forward on all of their claims; (2) erred in ruling that the lack of a settlement with the IRS precluded Graham from asserting any claims against Respondent; and (3) did not err in its rulings with regard to detrimental reliance and joint venture. The Supreme Court remanded this matter to the circuit court to permit Petitioners to proceed on their claims of legal malpractice, negligent misrepresentation, and fraud. View "Kay v. McGuireWoods, LLP" on Justia Law

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In this ancillary statutory proceeding in aid of collection on a judgment, the Supreme Court affirmed the ruling of the circuit court awarding summary judgment in favor of Respondents. Respondents were previously awarded a judgment against Employer in a class action alleging violations of the West Virginia Wage Payment and Collection Act. Respondents later caused a suggestion a personal property to be served upon Petitioner in which they sought amounts, obligations, and things of value owed to Employer. Respondents then sought to make Petitioner liable for Respondents’ judgment. The circuit court granted, in part, the motion to make Petitioner liable for Respondents’ judgment and then directed Petitioner to pay Respondents the amount of their judgment against Employer. The Supreme Court affirmed, holding that summary judgment was proper where Petitioner’s contractual obligations to Employer were subject to Respondents’ suggestion and where West Virginia law provides for suggestion upon unmatured debts. View "IPacesetters, LLC v. Douglas" on Justia Law

Posted in: Class Action, Contracts

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The Supreme Court reversed the circuit court’s grant of summary judgment in favor of Respondents in this action in which Respondents added Petitioner as a defendant. Respondents settled a lawsuit against certain companies (the Brozik companies) for failing to pay the purchase price under an agreement to buy the assets of Respondents’ business. The circuit court later awarded Respondents $47,184 to be paid by the Brozik companies based upon the cessation of payments pursuant to the settlement. This judgment became a lien. The assets of one of the Brozik companies was then sold to Petitioner, and Respondents amended their complaint to add Petitioner as a defendant. In reversing the circuit court's judgment, the Supreme Court held that Respondents did not satisfy their burden of showing the absence of any genuine issues of material fact, and therefore, summary judgment should not have been granted. View "Kourt Security Partners, LLC v. Judy's Locksmiths, Inc." on Justia Law

Posted in: Business Law, Contracts

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In this dispute concerning a liability insurance policy, the Supreme Court granted relief in prohibition to State Auto Property Insurance Companies, holding that State Auto was entitled to a dismissal of CMD Plus, Inc.’s third-party complaint as a matter of law. When Plaintiffs filed an action against CMD, a residential construction company, seeking recovery for damages to their house and property, CMD filed a third-party complaint against State Auto, its insurer, alleging that State Auto delayed investigating Plaintiffs’ claim, settling Plaintiffs’ lawsuit, and indemnifying CMD. In this petition for a writ of prohibition, State Auto challenged the circuit court’s denial of its motion for summary judgment. The Supreme Court held that relief in prohibition was warranted because the record showed that State Auto defended and indemnified CMD throughout the lawsuit as required by the commercial general liability policy, and the terms of the policy provided no coverage to CMD for damage to its own property. View "State ex rel. State Auto Property Insurance Cos. v. Honorable James C. Stucky" on Justia Law

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The Supreme Court reversed the circuit court’s order denying Bluestem Brands, Inc.’s motion to compel arbitration brought by Respondent. Bluestem, a retailer of consumer goods, partnered with various bands to offer credit to its customers. The circuit court concluded that the arbitration agreement entered into by the parties was not binding on Respondent. Specifically, the circuit court found that Respondent did not assent to arbitration because she did not receive a copy of the most recent credit card agreement containing arbitration language and that Bluestem’s credit partners, and not Bluestem itself, were party to any potentially applicable credit agreement requiring arbitration. In reversing, the Supreme Court held (1) although the most recent amendments to the credit agreement lacked mutual assent, a prior version of the credit agreement contained a properly formed arbitration agreement and encompassed Respondent’s claims; and (2) Bluestem, as a non-signatory to the agreement, may utilize the theory of equitable estoppel to compel arbitration under the agreement. View "Bluestem Brands, Inc. v. Shade" on Justia Law

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In the absence of an agreement to the contrary, waiver of a contractual right to arbitration is a threshold question of enforceability to be determined by a court, not an arbitrator. Respondents commenced an arbitration against Petitioner pursuant to an agreement between the parties alleging breach of contract. Petitioner ultimately filed a motion for a preliminary and permanent injunction to prohibit Respondents from pursuing their claims through arbitration. The circuit court denied the motion. The Supreme Court reversed and remanded for entry of an order enjoining Respondents from pursuing further arbitration, holding (1) the question of waiver should have been determined by the circuit court rather than an arbitrator; (2) Respondents were not allowed to reinitiate the arbitration process under the American Arbitration Association after having voluntarily abandoned their claims in arbitration under Financial Industry Regulatory Authority, Inc.; and (3) Respondents waived their right to pursue any future arbitration under the agreement. View "Williams v. Tucker" on Justia Law

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After a fatal vehicular accident, Christina Varvel asserted a declaratory judgment action against Universal Underwriters Insurance Co. and Zurich American Insurance Co. (collectively, Zurich) to determine the amount of insurance coverage available. Varvel also sued Salvatore Cava, Daniel Cava, and Dan’s Car World, LLC (collectively, the Cava defendants). The Cava defendants filed individual cross-claims against Zurich, their insurer. Zurich filed a motion to dismiss the Cava defendants’ cross-claims under W. Va. R. Civ. P. 12(b)(6). The circuit court denied Zurich’s motion to dismiss, determining that the Cava defendants asserted recognized causes of action against Zurich. Zurich sought a writ of prohibition to prevent enforcement of the circuit court’s order. The Supreme Court granted a writ of prohibition, as moulded, holding that the Cava defendants’ cross-claims against Zurich were not ripe for adjudication. Therefore, the circuit court lacked subject matter jurisdiction, and the order denying Zurich’s motion to dismiss the Cava defendants’ cross-claims was void and unenforceable. View "State ex rel. Universal Underwriters Insurance v. Honorable Patrick N. Wilson" on Justia Law

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Where a lessee designates tracts of land for pooling regarding horizontal drilling and production of oil and gas from the Marcellus Shale Formation, which includes nonparticipating royalty interests (NPRI), consent or ratification by the holders of the nonparticipating royalty interests is not required where the holders of the NPRIs have conveyed the oil and gas in place and the executive leasing rights thereto to the lessor. At issue was a voluntary pooling and unionization lease provision regarding horizontal drilling and production of oil and gas from the Marcellus Shale Formation. PPG Industries, Inc., the lessor, and Gastar Exploration USA, Inc., the lessee, signed a lease under which 700 acres were designated by Gastar as the Wayne/Lily Unit for purposes of pooling the oil and gas interests held by various individuals and entities. PPG and Gastar challenged the circuit court’s entry of partial summary judgment in favor of Plaintiffs, who collectively held a nonparticipating royalty interest in the oil and gas underlying a parcel included within the Wayne/Lily Unit. The Supreme Court reversed, holding that the circuit court erred in ruling that the validity of the pooling provision in the PPG-Gastar lease and the designated Wayne/Lily Unit were void until such time as pooling was consented to and ratified by Plaintiffs. View "Gastar Exploration Inc. v. Contraguerro" on Justia Law

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Leslie Meadows filed a complaint against William Erps claiming that Erps owed he money from several real estate projects that she shared with him. For purposes of appeal, Meadows’s claims involved two of those transactions with Erps: (1) claims related to the purchase of, improvements to, and sale of the Sutphin property; and (2) claims related to the financing for the Twiford apartments. The circuit court awarded judgment to Meadows in the amount of $18,675 with respect to the Sutphin property and $67,000 for the Twiford apartments, for a total sum of $85,675. The Supreme Court reversed in part, holding (1) the circuit court’s award of judgment of $18,675 to Meadows as an abuse of discretion; and (2) the circuit court’s award of $67,000 was an abuse of discretion, and the circuit court’s award of judgment on the Twiford apartments is hereby reduced to $30,000. Remanded with directions to vacate the judgment for Meadows on the Sutphin property and to enter judgment for Meadows on the Twiford apartments in the amount of $30,000. View "Erps v. Meadows" on Justia Law