Arkansas Realtors Ass'n v. Real Forms, LLC
2014 Ark. 385
| Ark. | 2014Background
- Real Forms, LLC sued Arkansas Realtors Association (ARA) for breach of a 2010 custom-development contract governing software for real-estate forms.
- Bodily’s Bodily software and source code were initially requested; Bodily refused release, delaying implementation.
- ARA later engaged Lynergy (Hudson) and formed the Real Forms entity; an online version was developed with synchronization issues.
- Software deficiencies in security and confidentiality led ARA to terminate the contract on March 21, 2011, alleging breach and nonperformance.
- Trial resulted in a verdict for Real Forms on breach and defamation; ARA’s JNOV motion and fee-denial were decided post-trial; cross-appeal sought fees.
- The circuit court denied Appellant’s request for JNOV or new trial, and later denied Real Forms’ motion for attorneys’ fees; the cross-appeal seeks reversal on the fee-denial issue.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether substantial evidence supported breach of contract verdict | Real Forms argues Bodily-delivery and related performance breaches were shown. | ARA contends either proper termination precluded breach findings or there was no breach. | Substantial evidence supported the breach verdict against ARA. |
| Whether three contract provisions entitled ARA to terminate | Evidence shows ARA could terminate for security failings, business-requirements failure, or uncured breach. | Real Forms did not follow termination procedures; impropriety in termination. | ARA could not terminate under those provisions as applied under the record; nonetheless substantial-evidence breach found on other grounds. |
| Whether the trial court should have instructed impossibility of performance | Impossibility instruction was proper given Bodily’s ownership of source code. | Insufficient evidence of impossibility; evidence showed lack of access, not impossibility. | The court did not abuse discretion in not giving AMI 2439; insufficient support for impossibility. |
| Whether the record on motions in limine was properly kept | Administrative Order No. 4 requires verbatim-record of motions; lack of record prejudiced Appellant. | Record-keeping issue was non-prejudicial given trial rulings; some rulings occurred in chambers. | Appellant failed to show reversible error; limited remand denied. |
| Cross-appeal for attorneys’ fees—whether fee award was properly denied | Prevailing party entitled to reasonable attorney’s fees under 16-22-308; trial court erred in denying. | The circuit court should provide reasoning for fee denial to enable review. | Remanded to circuit court to make explicit fee findings; affirmed on appeal otherwise. |
Key Cases Cited
- Carter v. Cline, 2011 Ark. 474 (Ark. 2011) (standard for directed verdict/JNOV review; substantial-evidence test)
- Boellner v. Clinical Study Ctrs., LLC, 2011 Ark. 83 (Ark. 2011) (substantial-evidence standard; review of jury verdicts)
- Hyden v. Highcouch, Inc., 353 Ark. 609 (Ark. 2003) (general verdicts; effect and need for special interrogatories)
- Frigillana v. Frigillana, 266 Ark. 296 (Ark. 1979) (impossibility of performance; objective vs. subjective distinction)
- Harrill & Sutter, PLLC v. Kosin, 2011 Ark. 51 (Ark. 2011) (decision to award attorney’s fees; necessity of reasoning)
- Whetstone v. Chadduck, 316 Ark. 330 (Ark. 1994) (remand when fee-denial lacks explanation)