Contract Law - Procedure
In Walis v.Garrone, Plaintiff appealed after her complaint was dismissed with prejudice. She sued defendant for breach of contract to repair her house alleging shoddy workmanship, a failure to replace gutters and damage to the roof. She offered her son to testify as to damages at trial and judge adjourned the trial and told her to advise the court and defense counsel of her proposed expert by a certain date. Defendant eventually asked that the matter be dismissed because plaintiff had not named her expert. Plaintiff appeared for trial with an expert, defendant failed to appear and the trial court entered default. Defendant protested that the court’s computerized records showed that the case had been dismissed and moved to vacate. Trial court then dismissed the complaint with prejudice. Plaintiff argued that trial court erred by failing to permit her son to testify as an expert, in vacating the default and in dismissing with prejudice. The court found that plaintiff never offered her son as an expert witness and defendant clearly showed good cause for not appearing for trial but the trial judge erred in dismissing the complaint with prejudice because defendant acknowledged speaking to plaintiff’s expert and plaintiff was blameless for defendant’s need to vacate.
Contract Law - Commercial
In Blue Sky 1, LLC v. Jaguar Land Rover N. Am., LLC, Thomas Maoli sought to purchase Madison Jaguar’s Jaguar dealership franchise, and retained plaintiff via a consultant agreement to help effect the purchase and sale. The consultant agreement provided for a success fee in the event Maoli purchased Madison Jaguar. However, Madison Jaguar’s dealership agreement with defendant included a right of first refusal in favor of defendant in the event Madison Jaguar sought to sell its dealership.
Defendant did in fact exercise its right of first refusal, and purchased Madison Jaguar along the same terms as the proposed asset purchase agreement between Maoli and Madison Jaguar. Subsequently, plaintiff demanded that defendant pay the success fee in the consultant agreement, which defendant refused to pay. In its complaint, plaintiff argued that it was a third-party beneficiary of the APA, and that defendant stepped into the shoes of the buyer when it exercised its right of first refusal, and further alleged that defendant tortuously interfered with the benefits plaintiff would have been due under the consultant agreement. In support of its motion to dismiss plaintiff’s complaint, defendant argued that it was not a party to the success fee, that its contractual obligations were defined by the dealer agreement, and thus even if plaintiff were entitled to the success fee, defendant had no contractual obligation to pay it. Defendant further argued that its exercise of its contractual rights did not amount to tortious interference.
The court agreed and granted the motion to dismiss, ruling that no provision of the contracts between defendant and Madison Jaguar created plaintiff’s right to a success fee, and that the event that would have triggered plaintiff’s right to the fee under the consultant agreement did not occur. Furthermore, because plaintiff was not entitled to the success fee under any of the contracts in this case, the court ruled that defendant could not have tortuously interfered with plaintiff’s right to a success fee.