Blue Star Corporation v. CKF Properties, LLC, 2009 ME 101

Summary

The Maine Supreme Judicial Court reviewed cross-appeals from summary judgment in a dispute arising from the sale of a mill property and the failure to remove holdover tenants as required by the purchase and sale agreement. The court affirmed rulings rejecting waiver and equitable-estoppel defenses, denying lost-profit and certain carrying-cost damages, and excluding evidence concerning interest and insurance payments. It vacated the judgment for CKF's president because genuine factual issues remained regarding his individual liability for the breach.

Holdings

1. CKF did not establish facts that could support waiver or equitable estoppel because Blue Star's alleged conduct did not constitute an intentional relinquishment of its contractual rights or a misrepresentation inducing detrimental reliance.
2. Summary judgment for CKF on Blue Star's lost-profits claim was proper because, after disregarding the contradictory late-disclosed affidavit, the evidence did not create a genuine issue that CKF's breach caused the loss of redevelopment financing.
3. The trial court acted within its discretion in excluding evidence of mortgage-interest and insurance payments because those claimed costs depended on the same unsupported causal theory as the lost-profits claim.
4. Summary judgment for Flannery was improper because genuine issues of material fact existed regarding whether he abused CKF's separate corporate identity, whether limiting recovery to CKF would produce an unjust or inequitable result, and whether he personally participated in fraud or promotion of the contractual breach.

Questions Presented

1. Whether CKF generated a factual issue supporting waiver or equitable estoppel as defenses to Blue Star's breach-of-contract claim.
2. Whether Blue Star generated a genuine issue of material fact regarding lost redevelopment-financing profits resulting from CKF's breach.
3. Whether the trial court properly excluded evidence of mortgage-interest and insurance payments as irrelevant to CKF's breach.
4. Whether genuine issues of material fact precluded summary judgment for Flannery on claims seeking to pierce CKF's corporate veil or hold Flannery individually liable for participation in wrongful acts.

Disposition

vacated