Justia Business Law Opinion Summaries

Plaintiff Victor Virgin Construction Corporation appealed a Superior Court remitting a jury award following an advisory jury finding of breach of contract and negligent misrepresentation by defendant New Hampshire Department of Transportation (DOT). DOT cross-appealed, asking that the award be further reduced. In 2008, Virgin bid on a DOT project to replace a stone box culvert located underneath Depot Road in Hollis. Virgin submitted the lowest bid and was awarded the contract. After completion of the project, DOT paid Virgin the sum agreed to in the contract with only a minor upward adjustment. Virgin sued DOT for both breach of contract and negligent misrepresentation. The trial court denied DOT's request to bifurcate the trial; subsequently the jury found in favor of Virgin. DOT then moved for a new trial or to set aside the jury's damages award. The trial court granted remittitur, but did no enter a finding of liability on the breach of contract claim, finding that the award could only be sustained on the negligent misrepresentation claim. Virgin then appealed, seeking the full amount of damages awarded by the jury. The Supreme Court found that Virgin's negligent misrepresentation claim for money damages was capped by statute, therefore it was not entitled to the full amount of damages originally awarded by the jury. That cap does not apply to breach of contract, however, and because the trial court did not include findings with regard to liability on the breach of contract claim, the case was remanded for further proceedings. View "Victor Virgin Construction Corp. v. New Hampshire Dep't of Transportation" on Justia Law

Respondent Northern New England Telephone Operations, LLC d/b/a FairPoint Communications – NNE (FairPoint), appealed two orders of the New Hampshire Public Utilities Commission (PUC). Petitioners are all “competitive local exchange carriers.” The PUC ordered Verizon New Hampshire to stop imposing “carrier common line charges” upon certain telephone calls that did not require the use of Verizon’s common line. The PUC found that Verizon did not provide switched access service in connection with these calls. Under the plain language of Verizon’s access tariff, the Supreme Court concluded that Verizon was allowed to impose a “carrier common line access charge” (CCL charge) upon “each aspect of switched access service,” and that “common line access” is only one component of switched access service. It was undisputed that Verizon provided other aspects of switched access service with respect to the calls at issue. Following the Supreme Court's decision, the PUC reopened the proceeding and ordered FairPoint, which had purchased Verizon’s New Hampshire assets, to modify the Tariff to clarify that it could “charge CCL only when a FairPoint common line is used in the provision of switched access services.” Ultimately, the PUC approved in part, and rejected in part, tariff revisions that FairPoint submitted. The PUC approved FairPoint’s revision of the CCL charge, but rejected FairPoint’s proposal to increase the rate of an interconnection charge under the Tariff. The PUC granted the petitioners’ motion to dismiss the portion of the docket related to the interconnection charge. FairPoint unsuccessfully moved for reconsideration of both orders, and this appeal followed. Finding no error, the Supreme Court affirmed. View "Appeal of Northern New England Telephone Operations, LLC" on Justia Law

At issue before the Supreme Court was an Asset Purchase Agreement. Portsmouth Regional Hospital was sold to the Hospital Corporation of America. A dispute arose over the meaning of certain terms and clauses in the purchase agreement. The Foundation for Seacoast Health sought to "repurchase" the hospital's tangible assets under certain conditions. The dispute arose when the Foundation sought to assert that right. The Foundation appealed the trial court’s determination that the clause under dispute in this case was intended to give the Foundation a right to purchase the Hospital only in the event of a sale to a third party. The Foundation argued that because of this error, the trial court also erred by failing to: (1) order specific performance of the Foundation’s contractual right to purchase the Hospital; (2) award monetary damages for the defendants’ material breach; and (3) award attorney’s fees for the remedy proceeding. Upon review of the contract in question, the Supreme Court affirmed all but the trial court’s attorney’s fee award. View "Foundation for Seacoast Health v. Hospital Corporation of America" on Justia Law

Plaintiff Robin Plaisted appealed a superior court order that dismissed her case against defendant Jeffrey LaBrie as untimely. The issue between the parties stemmed from the contract to sell real estate. Plaintiff wrote, and the defendant cashed, a check made out to "Jeff LaBrie" in the amount of $19,500. The check noted that it was "[f]rom R. Plaisted for full payment for 50% of 10 Nelson [Street] Property." Defendant, as president of Blue Star, signed a "Declaration of Ownership" stating that Blue Star granted to the plaintiff a fifty percent interest in the property. Two years later, Blue Star sold the property for a profit of $98,855.97 and wired the proceeds to a bank account "[f]or the benefit of Blue Star Consulting (Jeff LaBrie)." Plaintiff petitioned the trial court, seeking a declaration that she had been a one-half owner of the property, as well as an order requiring the defendant to pay her one-half of the sale proceeds. Finding no error in the trial court's determination that plaintiff's suit was time barred, the Supreme Court affirmed dismissal. View "Plaisted v. LaBrie" on Justia Law

Respondent Nissan North America, Inc. (Nissan) appealed a superior court decision that vacated decision of the New Hampshire Motor Vehicle Industry Board (Board) and ruled that RSA chapter 357-C rendered unenforceable a provision of a written settlement agreement between Nissan and petitioner, Strike Four, LLC, a Nissan dealer. Nissan also appealed the superior court's ruling that it was entitled to neither specific performance of the settlement agreement nor attorney's fees. Upon review, the Supreme Court affirmed the Superior Court's decision, but vacated that court's dismissal of Nissan's claim for attorney fees. The case was remanded for further proceedings. View "Strike Four, LLC v. Nissan North America, Inc." on Justia Law

Defendants Stryker Biotech, LLC, Stryker Sales Corporation (collectively Stryker) and Turner Construction Company, appealed a superior court ruling which found them liable on a theory of unjust enrichment and awarded damages to the plaintiff, Axenics, Inc. f/k/a RenTec Corporation. Axenics cross-appealed, challenging the amount of damages awarded and the trial court's failure to find the defendants liable on its breach of contract and New Hampshire Consumer Protection Act (CPA) claims. This case arose from the construction of a biotech facility for Stryker for which Turner served as the general contractor. Axenics subcontracted with Turner to furnish labor, materials, equipment, and services for the installation of "process pipe" at the facility. A dispute arose when Axenics notified Turner of additional change orders related to delays and work that it believed to be outside the scope of the contract. Upon review, the Supreme Court found that the subcontract addressed the subject matter of Axenics' unjust enrichment claim. The Court reversed the trial court's decision finding Turner liable to Axenics on its theory of unjust enrichment. Furthermore, the Court found no evidence that Stryker accepted a benefit that would be unconscionable to retain. Therefore the Court held that the trial court erred in allowing Axenics to recover against Stryker under a theory of unjust enrichment. The Court found that an internal memorandum was admitted into evidence in error; the trial court erred in relying upon it in assessing damages. The Court affirmed the trial court's decision with respect to Axenics' CPA claims. The case was ultimately affirmed in part, vacated in part, and remanded for further proceedings. View "Axenics, Inc. v. Turner Construction Co." on Justia Law

Defendant Jeremy Miller appealed a superior court order that found in favor of plaintiffs, Lakes Region Gaming, LLC and three of its members on their claims that Defendant breached his fiduciary duties to them. The claim arose from the purchase of the Lakes Region Greyhound Park. The transaction to purchase the race track never closed because a New Hampshire grand jury indicted a dozen people involved with the track, which caused the members of Lakes Region Gaming to reconsider buying the track. The members decided to try and sell the right to purchase the track so that they could recoup their expenses. If they sold the rights at a profit, it would have been split according to each member's interest in the company. Unbeknownst to plaintiffs, Defendant had been negotiating the right to purchase the track with a number of potential buyers. As a result, a buyer surfaced and paid $5 million for the track, resulting with a net profit of $898,998. Also unbeknownst to plaintiffs, an agreement was reached with the seller's attorney to extend the due diligence period of the sale in exchange for Defendant paying the attorney $50,000. Following a bench trial, the trial court found Defendant breached his fiduciary duties to plaintiffs by holding a portion of the net profits from the sale of the purchase rights for himself. Defendant unsuccessfully moved to reconsider the trial court's decision, arguing that: (1) he did not owe plaintiffs a duty because Lakes Region Gaming abandoned its "contemplated dealings;" and (2) the trial court's order failed to consider a clause in Lakes Region Gaming's operating agreement. Upon review, the Supreme Court found Defendant's arguments on appeal to be without merit. Accordingly, the Supreme Court affirmed the superior court's order. View "Lakes Region Gaming v. Miller" on Justia Law

Petitioner David Ellis appealed a superior court order that rescinded a non-compete agreement and ordered partial restitution as a remedy. Respondents Candia Trailers and Snow Equipment, Inc. and its principals Jeffrey and Suzanne Goff, cross-appealed the rescission of the non-compete agreement. Ellis signed an asset purchase agreement (APA), non-compete agreement (NCA) and an inventory purchase agreement (IPA) in relation to the sale of Precision Truck, a business the Goffs owned. The Goffs executed the NCA with regard to Ellis' operation of Precision Truck to remain in effect for seven years. However, the NCA could end sooner if Ellis breached terms of the IPA. One of the terms of the IPA was that Ellis would pay for Precision Truck's inventory by June 1, 2007. Within weeks of signing the NCA, Goff began competing with Precision Truck. Ellis thereafter failed to purchase all of Precision Truck's inventory by June 1, 2007. Ellis subsequently sued for breach of contract and violation of the Consumer Protection Act. The trial court found the NCA, IPA and APA as three separate agreements, each with its own terms and remedies for breach, and that Ellis breached the IPA and Goff breached the NCA. Both parties argued that the trial court abused its discretion when rescinding the NCA and awarding partial restitution to Ellis. Upon review, the Supreme Court concluded the trial court erred in determining that the three agreements were severable, and as such, the NCA could not be rescinded without rescinding the IPA and the APA too. Accordingly, the Court reversed the restitution award and remanded to the trial court for a determination of what remedies were available. View "Ellis v. Candia Trailers & Snow Equipment, Inc." on Justia Law

Carleton, LLC appealed a superior court order that denied its motion to vacate and set aside articles of dissolution filed by MTS Development Corporation (MTS) and that denied its renewed motion to enforce creditor status. At issue at trial was the valuation of Carleton, LLC's half ownership interest in MTS which Adrienne Balagur sought to acquire. After the trial court valued the ownership interest, Balagur moved to terminate Carleton, LLC's rights and status as a shareholder of MTS. The trial court granted this motion, and held that Carleton, LLC would be considered a creditor of MTS until it received money for the shares purchased. MTS then filed a notice of intention ot adopt article of dissolution. Carleton objected, moving to vacate or set aside the articles. Carleton argued that Adrienne Balagur's election to purchase Carleton's shares was irrevocable, and that the shareholders could not validly authorize the articles of dissolution. The trial court denied Carleton's motion, but agreed that an accounting of MTS' books and records should occur. On appeal, Carleton contended that the trial court erred in decision denying its motion and making it an MTS creditor. Finding no error, the Supreme Court affirmed the trial court's decision. View "Carleton, LLC v. Balagur" on Justia Law

The petitioners, Bretton Woods Telephone Company, Inc., Dixville Telephone Company, Dunbarton Telephone Company, Inc., and Granite State Telephone, Inc., four exempt incumbent rural local exchange carriers (RLECs), appealed an order of the New Hampshire Public Utilities Commission (PUC) that denied their motion to rescind or declare null and void registrations of competitive local exchange carriers (CLECs) authorized by the PUC to engage in business as telephone utilities in the service territories of RLECs. Citing RSA 374:26 and RSA 374:22-g, among other statutes, the petitioners alleged that the PUC, before issuing the registrations, had failed to provide notice, hold hearings, and determine whether allowing such competition would be consistent with the public good. In light of the Supreme Court's decision in "Appeal of Union Tel. Co.," the petitioners specifically argued that federal law did not preempt these requirements. The PUC ultimately denied the petitioners' request and ruled that section 253(a) of the Telecommunications Act preempted RSA 374:26 and RSA 374:22-g, II. Upon review, the Supreme Court affirmed, finding that section 253(a) preempted state and local laws, regulations, and requirements that "prohibit or have the effect of prohibiting the ability of any entity to provide any interstate or intrastate telecommunications service." View "Appeal of Bretton Woods Telephone Company, Inc." on Justia Law