Justia U.S. 8th Circuit Court of Appeals Opinion Summaries

LoRoad, based in Oregon, negotiated to have GXV, based in Missouri, build a custom expedition vehicle. While the parties were exchanging drafts of an Agreement, LoRoad wired GVX $120,000, but subsequently expressed several concerns and requested revisions. GVX promised a final set of documents “incorporating everything we’ve come to agreement on” “for final review and then signatures, so we can get this thing moving.” After several disagreements, LoRoad stated “We do want you guys to create this vehicle however we are no where near having the documents done . . . and while you have our commitment in the form of a $120k deposit, that in no way means that you have an agreement with us until the final documents are signed, sealed and delivered properly.” The relationship further deteriorated and, with the project underway, LoRoad filed suit to compel arbitration, invoking the arbitration provision in the Agreement. GXV denied a valid, enforceable agreement to arbitrate. The district court held that LoRoad failed to accept the Agreement signed by GXV so that it could not enforce the arbitration provision in that Agreement. The Eighth Circuit affirmed. View "LoRoad, LLC v. Global Expedition Vehicles LLC" on Justia Law

Union Electric is a power company, and EIM is a trade-association-owned excess carrier for power companies. Union, as an association member, is a partial owner of EIM and is the named insured in a $100 million excess liability policy issued by EIM. Union and other power companies drafted the general form policy; Union negotiated the present policy with EIM. The policy requires that coverage disputes go through a mini-trial and arbitration. An exclusive forum-selection clause and a choice-of-law clause named New York. After failure of a Missouri reservoir caused extensive damage, Union paid to settle claims; EIM paid $68 million of the policy's $100 million limit. Union filed suit in Missouri seeking the remaining $32 million plus damages for breach of contract and vexatious refusal to pay. The district court dismissed, based on the forum-selection clause, The Eighth Circuit reversed and remanded for consideration of the relationship between the mini-trial requirement, the arbitration provision, and a public policy argument. On remand, the court denied the motion to dismiss, noting that arbitration agreements in insurance contracts are unenforceable under Missouri law and that contractual choice-of-law provisions have been held unenforceable if they would allow enforcement of such an agreement. The Supreme Court, in a different case, subsequently supported enforcement of contractual forum-selection clauses "[i]n all but the most unusual cases." Relying on that case, EIM moved for a transfer stating that it would not seek enforcement of the arbitration provision. The court held that the motion was not untimely and that the forum-selection clause was enforceable. The Eighth Circuit denied a writ of prohibition or mandamus to prevent the transfer, stating that Union did not establish entitlement to extraordinary relief. View "Union Elec. Co. v. Energy Mut. Ins. Ltd." on Justia Law

Unison, a South Korean company, manufactures, sells, delivers, and services Wind Turbine Generators (WTGs). JEDI is incorporated and located in Minnesota. In a Turbine Supply Agreement (TSA), Unison agreed to design, manufacture, and sell two WTGs to JEDI for installation in Minnesota for $2,574,900. In a Financing Agreement (FA), Unison agreed to lend to JEDI the TSA contract price. Unison sued JEDI in federal court in Minnesota, asserting 17 claims for relief under the FA. JEDI moved to compel arbitration, based on an arbitration clause in the TSA. The district court denied the motion. The Eighth Circuit reversed, concluding that the arbitration clause in the TSA covers the dispute. The court noted multiple cross-references, and the interdependent nature of the parties’ obligations under both the TSA and the FA, and concluded that they are “two parts of one overarching business plan between the same parties.” View "Unison Co., Ltd. v. Juhl Energy Dev., Inc." on Justia Law

Stratus Franchising sells master franchises, which grant a master franchiser the exclusive right to sell Stratus unit franchises in a particular regional market. Each plaintiff (current or former unit franchisees of the commercial cleaning business) entered into a standard unit-franchise agreement that included a broad, standard-form arbitration provision. They filed a putative class-action suit against their respective master franchisers and other individuals and entities associated with the Stratus Group, alleging violations of the Racketeer Influenced and Corrupt Organizations Act (RICO), 18 U.S.C. 1961-1968. Applying Missouri contract law, the district court granted the Stratus Group’s motion to compel individual arbitration. The Eighth Circuit affirmed, rejecting an argument that the arbitration provision was unenforceable as unconscionable and that members of the Stratus Group who were not signatories to their respective Agreements could not invoke or enforce the arbitration provision. View "Torres v. Simpatico, Inc." on Justia Law

Alleging illegal tip pooling Conners filed a collective action against her former employer (a restaurant) under the Fair Labor Standards Act, 29 U.S.C. 216(b). The employer then implemented a new arbitration policy that requires all employment-related disputes between current employees and the employer to be resolved though individual arbitration. The policy purports to bind all current employees who did not opt out; each employee received an opt-out form. Citing public policy, the district court declared the policy unenforceable insofar as it could prevent current employees from joining this collective action. On interlocutory appeal, the Eighth Circuit vacated, holding that former employees like Conners lack standing under Article III of the United States Constitution to challenge the arbitration agreement, which applied only to current employees. View "Conners v. Gusano's Chicago Style Pizzeria" on Justia Law

This case arose after the City of Redfield and Quam entered into a construction contract and issues arose regarding the subsurface ground conditions. On appeal, Quam challenged the district court's order denying its motion to compel arbitration for contract disputes between Quam and the City. The court concluded that the district court properly found that no agreement to arbitrate was made between the parties and, therefore, the court affirmed the denial of Quam's motion to compel.View "Quam Construction Co., Inc. v. City of Redfield" on Justia Law

The Union appealed from the district court's order vacating an arbitration award. PSC argued that the plain language of the collective bargaining agreement (CBA) and the Standards of Conduct mandate that an employee found guilty of insubordination be discharged. PSC claimed that after the arbitrator found that the employee at issue in this case had been insubordinate, the arbitrator was required to uphold the employee's discharge. The court concluded that whether the employee's discharge was for just cause was a matter of contract interpretation that was within the arbitrator's authority. In this case, the arbitrator did not exceed his authority by concluding that PSC did not have just cause to discharge the employee and by reducing the penalty from discharge to suspension, because his award draws its essence from the CBA. The court reversed and remanded with directions that the arbitration award be reinstated.View "PSC Custom, LP v. United Steel, Paper, etc." on Justia Law

Richard L. Brown and Susan Brown-Thill, co-trustees of the EDB Trust, signed an Arbitration Agreement for resolving a broad range of disputes. These consolidated appeals concern two awards following an initial arbitration. The March 14 award authorized distributions from family-owned limited partnerships to family trusts. The December 12 award declared invalid Brown's attempt to resign as co-trustee and name his successor, and removed Brown as co-trustee, applying the Uniform Trust Code's standards for the statutory removal of a trustee as adopted in Missouri, the situs of the controversy, and Florida, the situs of the EDB Trust. The district court denied Brown's attempt to vacate both awards and Brown-Thill's request for a contractual award of attorneys' fees in both suits. The court concluded that the March 14 award cannot be vacated on the ground of procedural irregularities and the arbitrator's procedural errors did not violate the Federal Arbitration Act (FAA), 9 U.S.C. 10(a)(2), (3), and (4). In regards to the December 12 award, the district court did not err in interpreting the EDB Trust Agreement; the arbitrator's interpretation of the Trust Agreement's removal provision is not a ground for vacating the award; the court concluded that Brown-Thill properly submitted the removal issue under the Arbitration Agreement, the arbitrator then had power to construe and apply the Trust Agreement's removal provision and to make findings regarding the statutory standards for removal which Brown-Thill could present in a judicial proceeding, but the arbitrator exceeded his powers by exercising the exclusively judicial function of removing Brown on statutory standards; however, this decision is of no practical importance because of Brown's unconditional resignation as co-trustee; and the court rejected Brown's FAA challenge. Finally, the court concluded that Brown-Thill was not entitled to recover attorneys' fees. Accordingly, the court affirmed except with a modification and denied Brown's motion to take judicial notice.View "Brown v. Brown-Thill" on Justia Law

Cargotec appealed the district court's conclusion that Cargotec's contract with NMC did not contain arbitration and indemnification provisions. As a preliminary matter, the court concluded that whether the arbitration clause became part of the parties' agreement remains a question "presumptively committed to judicial determination." On the merits, the court concluded that the district court erred in failing to order a trial to resolve material factual disputes concerning whether the parties agreed to arbitration and indemnification. Accordingly, the court vacated and remanded for the district court to hold a non-jury trial, making findings of fact, and apply the appropriate U.C.C. provisions in light of those facts. View "Nebraska Machinery Co. v. Cargotec Solutions, LLC" on Justia Law

Eckert Wordell appealed the district court's grant of summary judgment to FJM, which compelled the parties to submit to an arbitrator the threshold issue of whether FJM may use an arbitration provision in a contract it did not sign to compel Eckert Wordell to arbitrate. The court previously held that the incorporation of the American Arbitration Association (AAA) Rules into a contract requiring arbitration to be clear and unmistakable indicated that the parties intended for the arbitrator to decide the threshold questions of arbitrability. Eckert Wordell's drafting of the architectural services contract here to incorporate the AAA Rules requires the same result. Accordingly, the court affirmed the judgment of the district court. View "Eckert/Wordell Architects, Inc, et al. v. FJM Propertiesof Willmar, LLC" on Justia Law