• January 21, 2019

Normally, it is large institutions (banks, retailers, manufacturers, etc.) who seek to hold “little people” (customers, individual consumers, small businesses) to contracts.

From time to time, however, the tables are turned as they are in Bixby et al. v. Lifespace Communities, Inc., d/b/a Friendship Village of Bloomington (“Lifespace”), pending in U.S. District Court before Chief Judge John R. Tunheim (D. Minn.).

Plaintiffs Marlene H. Bixby, Martha Rogers, and William and Eleanor Nickles all entered into contracts with Lifespace called “The Friendship Village Residency Agreement Return-of-Capital contract” (in 1998, 2002, and 2012). Lifespace is alleged to have agreed to make available to Plaintiffs specifically identified living units in Friendship Village, for as long as the Plaintiffs lived and subject to the terms of the residency agreement (which the Plaintiffs have all abided by).

The Plaintiffs are still alive but Lifespace wants to destroy their homes to redevelop the property to make more money. (Plaintiffs’ memorandum of law in support of their motion for summary judgment is linked here.)

OMG, how open-and-shut can a case be, right? A deal’s a deal, no?

Lifespace argues:

Plaintiffs’ breach of contract claim fails as a matter of law because, under its agreements with Plaintiffs, Lifespace may modify and redevelop any portion of Friendship Village – including Plaintiffs’ residential units – to meet the requirements of any law or regulation. Specifically, local stormwater management and wetland preservation regulations require expansion of the retaining pond at Friendship Village, and removal of Plaintiffs’ residential units is necessary to accommodate the local regulations at Friendship Village.

That sounds compelling but Plaintiffs respond, essentially, that this is a lie.

The supposed regulatory obligations only apply to Lifespace’s redevelopment plan, not to the existing conditions in Friendship Village.

Defendant is not required to move forward with its new redevelopment project, either in the manner proposed or at all. As such, it is not ‘legally required’ to remove Plaintiffs’ residential units, but rather is doing so to voluntarily develop and expand its business.

Among many other arguments, Lifespace also goes on to argue: “It is in the public interest to uphold the freedom of contract.”

LOL. Perhaps Lifespace meant to write, “It is in the public interest to uphold the freedom to breach contracts”?

We also note that Lifespace apparently served no discovery requests nor noticed any depositions of any witnesses in the case. Its defenses seem half-hearted, at best.

Regardless of the outcome of the summary judgment motion, congratulations to Plaintiffs’ counsel, teams of lawyers from Gray Plant Mooty (Marnie Fearon, Amy Erickson), Briggs & Morgan (Bryce Jasper, Adam Chandler), and Best & Flanagan (Edward Sheu, Justin Short) for their thorough briefing. We think they are going to win.

Boxing Boxers

George Bellows, Dempsey v. Firpo, 1924

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