Tucker J. Cianchette et al. v. Peggy A. Cianchette et al.

Summary

The Maine Supreme Judicial Court affirmed a judgment following a jury verdict in favor of Tucker J. Cianchette on claims for breach of contract, fraudulent misrepresentation, and breach of fiduciary duty. The court held that a promise made with an intent not to perform can support a fraudulent misrepresentation claim under the Restatement (Second) of Torts, expressly overruling contrary language in Shine v. Dodge. The court also rejected challenges concerning a jury instruction on personal-guarantee releases and the viability of the fiduciary-duty claim under Maine's Limited Liability Company Act.

Holdings

1. Under Maine law, a party's false representation of an intention to perform a contract is actionable as fraudulent misrepresentation when the party lacked that intention at the time of contracting and the other elements of fraudulent misrepresentation are proved. The court expressly adopted Restatement (Second) of Torts §§ 525 and 530 and overruled the contrary rule stated in Shine v. Dodge.
2. The Superior Court did not abuse its discretion in denying a new trial based on its refusal to give a more specific instruction concerning the Ford Credit draft release because the instructions, viewed as a whole, correctly explained the contractual release condition, and the defendants failed to show prejudice.
3. A member or manager may pursue an independent breach-of-fiduciary-duty claim when the LLC operating agreement does not expressly address, modify, or eliminate the fiduciary duties imposed by the Maine Limited Liability Company Act, even if the fiduciary-duty claim is based on conduct also supporting a breach-of-contract claim.

Questions Presented

1. Whether a party's intention not to perform contractual obligations at the time of contracting can constitute a false representation of material fact supporting a fraudulent-misrepresentation claim.
2. Whether the Superior Court erred by refusing to give a requested jury instruction that the Ford Credit draft release was legally insufficient to satisfy the contract's release condition.
3. Whether Maine's Limited Liability Company Act or PET's operating agreement precluded Tucker from pursuing a breach-of-fiduciary-duty claim against PET's manager in addition to a claim for breach of the operating agreement.

Disposition

affirmed