Justia Contracts Opinion Summaries

MNDKK, LLC’s insurer, Great Lakes Insurance, sent subrogation demands through an assignee to Dingmann Brothers Construction (“Dingmann”) due to alleged dust-related property damage. Grinnell Mutual Reinsurance Company (“Grinnell”), Dingmann’s insurer, commenced a declaratory-judgment action to determine coverage under the insurance policy issued to Dingmann. The district court granted Grinnell’s motion for summary judgment, holding that two policy exclusions unambiguously apply due to the presence of silica in the dust and that coverage is foreclosed. Defendants argued that the two exclusions do not apply, meaning Grinnell is responsible for covering the cost of the property damage caused by the dust.   The Eighth Circuit affirmed the district court’s ruling and held that there is no genuine dispute of material fact about whether the dust contained silica. Further, Defendants argued that the cleanup provision does not apply because the damage was due to silica or silica-related dust itself, not its effects. Defendants claimed that there is a misplaced comma between “effects of” and “silica.” The court held that the comma before “silica” indicates that the phrase “the effects of” belongs with the phrase immediately preceding it, rather than with “‘silica’ or ‘silica-related dust.’” So, the last verb phrase in the series is “or in any way responding to or assessing the effects of,” and the comma separates the series from the noun phrase that is its direct object. Finally, the court held overlapping provisions can exist in an insurance policy and that both the cleanup and property-damage provisions apply. View "Grinnell Mutual Reinsurance Co v. Great Lakes Insurance SE" on Justia Law

Progressive Technologies, Inc. sued Defendant for breaching a non-compete agreement, tortious interference with business expectancy, and civil conspiracy. Plaintiff appealed the district court’s preliminary injunction entered against them.The Eighth Circuit reversed the district court’s ruling that granted Plaintiff’s motion for a preliminary injunction on its claim that Defendant was in breach of the non-compete provisions of their contract. The court concluded that the district court abused its discretion by issuing the preliminary injunction based on Plaintiff's civil conspiracy claim.   The court held that the non-compete agreement is properly characterized and analyzed as one in an employment contract and the claim is reviewed under the strict scrutiny associated with non-compete agreements in employment contracts. The court reasoned that the noncompete agreement's competition and customer-solicitation restrictions both likely fail under strict scrutiny, and it is unlikely Plaintiff will prevail on the merits on those claims, as they are too long, too broad in defining protected business activity, or go well beyond what is required to protect Plaintiff's vital interests. Further, the balance of other preliminary injunction factors does not overcome the fact that Plaintiff is unlikely to prevail on the merits; likewise, Plaintiff's tortious interference with business expectancy cannot support the injunction as Plaintiff failed to show any irreparable harm resulting from it. View "Progressive Technologies Inc. v. Chaffin Holdings Inc." on Justia Law

Plaintiffs’ sought coverage for losses and expenses during the COVID-19 pandemic. The district court granted the insurers’ motion to dismiss.   The Eighth Circuit affirmed the district court’s ruling granting Defendant summary judgment. The court held that the primary rule for contract interpretation is to ascertain and effectuate the parties' intent. In cases where the insurance policy language is unambiguous, the court will enforce the contract as written and will give each term its ordinary meaning. Here, the contract at issue provides coverage for “direct physical loss of or damage to property.” Neither business alleges COVID-19 was physically present on its premises or that anything physical happened to its properties. The parties’ dispute regarding whether the policies’ Virus Exclusion applies is irrelevant because the Plaintiffs’ failed to show any direct physical loss of or damage to their property. View "Monday Restaurants v. Intrepid Insurance Company" on Justia Law

The Eighth Circuit affirmed the district court's determination that a consequential-damages exclusion is enforceable in a contract for the sale of goods. The court concluded that the contract is clear that Viracon is not liable for consequential damages and found Far East's arguments to the contrary unpersuasive. In this case, the consequential-damages exclusion provision is not unconscionable under Minn. Stat. Sec. 336.2-719(3), and the alleged failure of the contract’s exclusive remedy has no effect on the enforceability of the consequential-damages exclusion. To the extent Far East’s indemnity claim survives the consequential-damages exclusion, it fails because there is no express contract obligating Viracon to reimburse it for the liability of the character involved. Finally, the court denied leave to amend. View "Far East Aluminium Works Co., Ltd. v. Viracon, Inc." on Justia Law

Based upon its belief that Walmart has failed to comply with the terms of an injunction, Cuker sought to initiate contempt proceedings against Walmart, requesting supplemental damages for Walmart's post-verdict use of its trade secrets.The Eighth Circuit affirmed and concluded that the district court did not err in denying the request to commence contempt proceedings because Cukor had failed to make a prima facie case showing a violation of, or refusal to follow, a court order. In this case, Cuker's claim that the district court did not consider its arguments or evidence is belied by the record. Upon review of the record and Cuker's arguments, the court stated that Cuker's challenges to the district court's order go to the weight the court gave its evidence, not a failure to consider the evidence. View "Wal-Mart Stores, Inc. v. Cuker Interactive, LLC" on Justia Law

Boor and Edson owned Brava, which had intellectual property and technical knowledge related to composite roofing. Wildhawk inquired about purchasing Brava. Boor proposed “an exclusive license for manufacturing current roofing products” with “a right of first refusal on all new product [d]evelopments.” The parties executed asset purchase and license agreements. Wildhawk paid $4 million and obtained an automatic license to “any Improvements” to the technology, whether patentable or not. Before executing the agreement, the parties removed a “New Product” section as required by Wildhawk’s lender but entered into an oral agreement for a right of first refusal. Wildhawk retained Boor and Edson as paid consultants, with non-compete agreements.Boor notified Wildhawk: “As per our handshake agreement” we offer you first right of refusal “on the below products.” The parties entered into a confidentiality and nondisclosure agreement regarding “possible R&D ‘new or enhanced product’ agreements.” They negotiated but failed to reach an agreement. Boor and Edson formed Paragon while Boor was still employed by Wildhawk. Paragon began producing the new products.Wildhawk sued. The district court granted Wildhawk a preliminary injunction, prohibiting Paragon from manufacturing or selling composite roofing. The Eighth Circuit vacated. Wildhawk had a fair chance of proving the defendants violated the agreement but the district court erred in rejecting an equitable estoppel defense. Wildhawk waited until Paragon had been producing the products for 10 months before making its claim, failing to show either reasonable diligence or harm that cannot be compensated by damages. View "Wildhawk Investments, LLC v. Brava I.P., LLC" on Justia Law

The Eighth Circuit affirmed the district court's judgment on a jury verdict in favor of S&H in an action brought by S&H against Bad Boy, alleging that Bad Boy's termination of its farm equipment dealership agreement was an unlawful breach of contract and a violation of Missouri's outdoor power equipment statute, Missouri Revised Statutes Section 407.898.In regard to the breach of contract claim, the court concluded that the evidence was sufficient for a reasonable jury to find that there was mutual assent as to the size and measurement of the protected territory, and there was sufficient evidence that a reasonable jury could have chosen S&H's theory about the cause of the lost profits. The court also concluded that the evidence was sufficient to support S&H's outdoor power equipment statute claim. The court rejected claims of evidentiary errors and jury instruction errors, affirming the award of attorneys' fees, expenses, and costs. View "S&H Farm Supply, Inc. v. Bad Boy, Inc." on Justia Law

Plaintiff, the owner of TLDI, filed suit against MultiPlan and PHCS, alleging numerous causes of action, including those relevant to this appeal—breach of contract and a right to an award of attorneys' fees. The Eighth Circuit affirmed the district court's denial of attorneys' fees, concluding that the Network Agreement's indemnity clause does not permit recovery of attorneys' fees in this dispute between the contracting parties.However, the court reversed the district court's holding that plaintiff's conduct waived the contractual amendment-in-writing requirement, concluding that waiver and modification have been pleaded adequately. Furthermore, even assuming arguendo that Multiplan presented evidence sufficient to establish the presumption of receipt, plaintiffs countered with evidence that it was not received. Finally, the court concluded that alterations in position suffice as to consideration. In this case, the revised fee schedule together with the increased potential patient pool changed the obligations of both parties. View "Crutcher v. MultiPlan, Inc." on Justia Law

After Midwest failed to meet its sales quota for two or more consecutive quarters, Exactech terminated its Agency Agreement with Midwest. The Agreement contained a non-compete provision entitling Midwest to Restricted Period Compensation (RPC) after termination. Midwest filed suit seeking, among other things, a declaratory judgment as to the amount of RPC.The Eighth Circuit reversed the district court's judgment, concluding that the district court did not apply the plain and ordinary meaning of Paragraph 5.D.ii as required by Minnesota law. Furthermore, nothing in the remainder of the Agreement contradicts the plain meaning of Paragraph 5.D.ii. There is no claim of unilateral or mutual mistake and the court remanded for further proceedings. View "Midwest Medical Solutions, LLC v. Exactech U.S., Inc." on Justia Law

Plaintiff filed a class action complaint against Farm Bureau, alleging breach of contract and seeking a declaratory judgment. Plaintiff's breach of contract claim was based, in part, on an alleged violation of Arkansas Insurance Rule and Regulation 43, which he claimed was incorporated into the policy. The district court granted Farm Bureau's motion to dismiss for failure to state a claim. Plaintiff then filed a motion to clarify whether the order also disposed of the common law breach of contract theory, which the district court dismissed.The Eighth Circuit agreed that the Arkansas regulation that Farm Bureau allegedly violated is not incorporated into plaintiff's policy, and thus he cannot use it as the basis for a breach of contract claim. However, because plaintiff also states a breach of contract claim based on the policy language, the court reversed in part. In this case, plaintiff alleges that "a 9% reduction on a used vehicle is not typical and does not reflect market realities," and that dealers' actual practice is not to inflate prices above market value because of the "intense competition in the context of internet pricing and comparison shopping." The court explained that, if this is true, then Farm Bureau did not consider the truck's fair market value. Rather, it considered an artificially lower value, in breach of its contractual duty and thus plaintiff stated a claim for breach of contract based on the policy language. Finally, the court denied plaintiff's motion to certify questions of law to the Arkansas Supreme Court. View "Smith v. Southern Farm Bureau Casualty Insurance Co." on Justia Law