Articles Posted in Contracts

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Unitherm filed suit against Hormel, alleging that Hormel wrongfully terminated a Joint Development Agreement (JDA) and breached a Mutual Confidential Disclosure Agreement (MCDA). Hormel counterclaimed and alleged that Unitherm breached the JDA and sought a declaratory judgment that Hormel owned the patented "Unitherm Process" for precooking bacon in a spiral oven. The Eighth Circuit affirmed the district court's grant of summary judgment, dismissing Unitherm's breach of contract claims and Hormel's breach of contract and declaratory judgment counterclaims. The court held that Unitherm failed to present evidence permitting a reasonable jury to find that Hormel wrongfully terminated the JDA; Hormel was under no contractual duty to disclose to Unitherm whether it intended to continue exploring a commercially viable method to produce precooked bacon using a process that included superheated steam in a spiral oven; the spiral test oven did not qualify as confidential information; Hormel did not breach the MCDA; and the district court did not err in denying Unitherm's request for discovery. Finally, no reasonable jury could find that Hormel became the rightful owner of Unitherm's patented process. View "HIP, Inc. v. Hormel Foods Corp." on Justia Law

Posted in: Contracts

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Leonetti's filed suit against Crew for negligence, breach of contract, breach of fiduciary duty, and trade libel. Leonetti's alleged that an email sent by the president of Crew caused Sam's Club to decline to purchase Leonetti's stromboli products. The district court granted summary judgment for Crew on each count except the breach of contract count, which was later dismissed with prejudice. The Eighth Circuit reversed the district court's grant of summary judgment, holding that there was a genuine issue of material fact as to the causation of the project termination. In this case, the district court failed to consider Leonetti's evidence offered to rebut an email explaining that Sam's Club was terminating the project for product quality concerns. View "Leonetti's Frozen Foods,Inc. v. Crew, Inc." on Justia Law

Posted in: Business Law, Contracts

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The Eighth Circuit affirmed the district court's grant of American Piping's motion to dismiss the complaint in an action filed by Morgantown for breach of implied warranties. The court held that Morgantown failed to state a breach of warranty claim on which relief could be granted. In this case, the Terms & Conditions of the contract at issue included an express disclaimer of warranties, and Morgantown did not challenge the validity or enforceability of the express disclaimer. View "Morgantown Machine & Hydraulics of Ohio v. American Piping Products, Inc." on Justia Law

Posted in: Contracts

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The Eighth Circuit affirmed the district court's grant of summary judgment to the City and ImOn in an action brought by Mediacom, seeking declarations that certain resolutions were void and that the City could not permit a potential cable provider to construct a "cable system" without acquiring a cable franchise. Mediacom also alleged contract violations, tortious interference, civil conspiracy, and Equal Protection violations, all depending on whether ImOn could lawfully build a fiber-optic network without a franchise. The court held that ImOn's fiber-optic network was not a "cable system," because ImOn has not provided or proposed to provide cable services. Therefore, the agreements at issue authorizing ImOn's construction of a fiber-optic network were not a de facto cable franchise. In regard to Mediacom's equal protection claim, the court also held that the district court properly concluded that ImOn and Mediacom were not similarly situated because only Mediacom was a cable provider in the City, and the district court did not abuse its discretion in denying Mediacom's motion for discovery. View "MCC Iowa v. Iowa City" on Justia Law

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Qwinstar and Pro Logistics entered into an agreement wherein Qwinstar would purchase Pro Logistics and employ its owner for a term of five years. Qwinstar fired the owner a few months after the sale and filed suit alleging that it did not receive the inventory it bargained for in the sale. The owner counterclaimed, alleging breach of the employment contract by not paying him for the full five-year term. The Eighth Circuit held that Qwinstar was unable to prove that the owner breached the contract and thus affirmed the district court's grant of summary judgment to the owner and Pro Logistics. The court held that summary judgment was inappropriate on the owner's counterclaim because the contract provisions were ambiguous and reasonably susceptible to more than one interpretation. Therefore, interpretation becomes a question of fact precluding summary judgment. View "Qwinstar Corp. v. Anthony" on Justia Law

Posted in: Business Law, Contracts

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The Eighth Circuit affirmed the district court's judgment in favor of Eco-Energy in a breach of contract action filed by the Bank. The court held that the district court did not err by granting partial summary judgment for Eco-Energy because Eco-Energy did not breach a sublease where that sublease did not require Eco-Energy to give its partner in the sublease, Nedak, notice and opportunity to cure a default. Furthermore, Eco-Energy did not breach the Assignment where the district court found no causation. View "First Dakota National Bank v. Eco Energy, LLC" on Justia Law

Posted in: Contracts

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The Eighth Circuit affirmed the district court's grant of summary judgment to at-will employees in an action alleging breach of contract against Panera. Plaintiffs filed suit on behalf of themselves and a class of similarly situated store managers, alleging that Panera violated employee agreements by imposing a bonus cap. The court noted that under Missouri law, the agreements amounted to offers by Panera to enter into an unilateral contract; the court held that the Supreme Court of Missouri would conclude that an offerree must merely begin performance; and since each of the managers in the class here had at least begun performing under the offer, Panera could not modify the offer terms as to any manager. The court rejected Panera's contention that it reserved the power to modify or terminate its bonus offer before the managers began performing in accordance with that offer, and Panera's derivative argument that the district court should have revisited its decision to certify the class after determining that the bonus offers were offers to make a unilateral contract. Finally, the court affirmed the district court's rejection of Panera's novation, waiver, estoppel, and commercial frustration defenses. View "Boswell v. Panera Bread Co." on Justia Law

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Tension Envelope filed suit against JBM, its former supplier, for selling directly to its customers after promising not to do so. The court affirmed the district court's grant of summary judgment to JBM on the breach of contract claim because no enforceable requirements contract existed between the companies; on the promissory estoppel claim based on the statute of frauds; on the fraudulent misrepresentation claims; on the fraudulent nondisclosure claim where JBM had no duty to disclose its plans to market envelopes; on the tortious interference claim where there was no evidence Tension used improper means to sell to plaintiff's customers; the unfair competition claim; and the misappropriation of trade secrets claim under Missouri law. View "Tension Envelope Corp. v. JBM Envelope Co." on Justia Law

Posted in: Contracts

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Plaintiff and Byron Financial filed suit against each other for breach of contract. The jury found that plaintiff had violated an agreement between the parties and owed Byron Financial $500,000.00. The district court then granted a remittitur, reducing the jury's verdict to $245,510.93 without offering Byron Financial the alternative of a new trial. The Eighth Circuit held that plaintiff failed to preserve for review his claim that defendant was seeking to recover damages for services that fell beyond the scope of the breach-of-contract claim; plaintiff did not object at trial that Byron Financial's evidence concerned matters beyond the scope of its pleadings; the jury's verdict was not motivated by passion and prejudice; the size of the verdict was not so monstrous, shocking, or plainly unjust as to require a new trial; but the district court erred when it ordered remittitur in the amount of $245,510.93. The court held that, under the maximum recovery rule, plaintiff owed Byron Financial $206,395.78 in base commissions, $5,209.80 in renewal commissions, and $39,115.18 in expenses, totaling $250,720.76. View "Wright v. Byron Financial, LLC" on Justia Law

Posted in: Contracts

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Plaintiffs filed suit against Allstate after the insurance company denied their homeowner's insurance claim. The Eighth Circuit affirmed the district court's grant of Allstate's motion for judgment as a matter of law. In regard to the breach of contract claim, the court held that plaintiffs failed to present sufficient evidence of the home's value and the personal property's value before or after the fire. Furthermore, a bankruptcy filing was insufficient to establish value. In this case, plaintiffs could have submitted an estimate of the personal property's value immediately before the fire, but they did not. Values on their proof-of-loss list were estimates of original purchase prices and it did not account for deterioration, obsolescence, or other depreciation as required by the policy and under Missouri law. Because plaintiff's vexatious refusal claim was derivative of their breach of contract claim, the court affirmed as to that claim. View "Aziz v. Allstate Insurance Co." on Justia Law