Justia Contracts Opinion Summaries

Pepsi previously granted Mahaska exclusive rights to distribute bottles and cans of certain Pepsi products in identified territories. Pepsi also granted Mahaska limited rights to distribute fountain syrup products in identified territories. The claims and counterclaims in this case arose out of these agreements. After a jury trial, the jury returned a split verdict. The jury awarded Mahaska a total of $2,956,540.10 in damages and Pepsi a total of $24,000 in damages. Pepsi filed a motion for a new trial asserting a number of claims, including that Mahaska's closing arguments were improper and prejudicial. The district court denied Pepsi's motion and Pepsi appeals only the closing argument issue.The Eighth Circuit affirmed, concluding that the comments Pepsi challenges, either alone or together, did not so infect the trial with the type of impropriety that would make a new trial appropriate. In this case, the court grouped Pepsi's claimed improper statements into a five categories: (1) statements regarding Mahaska's survival; (2) statements referencing Pepsi's size; (3) statements allegedly encouraging local bias; (4) statements denigrating Pepsi's defenses and counterclaims and its witnesses' credibility; and (5) statements related to punishment, sending signals, or malice. The court explained that, while portions of Mahaska's closing argument were hyperbolic and other portions perhaps approached the line for permissible argument, Pepsi's failure to object during or after the closing argument is some indication that the multitude of statements deemed improper weeks after the jury returned its verdict were not viewed by Pepsi's counsel as prejudicial or improper when they were made in context before the jury. Furthermore, the statements raised by Pepsi on appeal were based on evidence presented during trial or reasonable inferences that could be drawn from the evidence. View "Mahaska Bottling Co. v. Pepsico, Inc." on Justia Law

This appeal arose out of a construction dispute between Timber Ridge and Quality Structures. After a bench trial, the district court awarded Timber Ridge $22,500 in damages and Quality Structures an amount in excess of $5 million in damages.The Eighth Circuit affirmed, concluding that the district court did not clearly err in determining that Quality Structures substantially complied with the contractual predicates for payment for the extra excavation work. Furthermore, the district court did not clearly err in finding Quality Structures proved damages related to Timber Ridge's failure to pay for the additional excavation work. The court affirmed the district court's award of other damages to Quality Structures with one exception regarding site lighting. Finally, the court concluded that the district court did not err in awarding defendant attorneys' fees under the Missouri Prompt Payment Act. View "Timber Ridge Escapes, LLC v. Quality Structures of Arkansas, LLC" on Justia Law

The Eighth Circuit affirmed the district court's grant of summary judgment in favor of PepsiCo in an action brought by Northern, alleging that PepsiCo failed to protect Northern's interests under their exclusive bottling contracts. Applying New York common law, the court concluded that it is evident PepsiCo did not owe a duty to prevent transshipping under the express terms of the bottling contracts, and thus Northern's breach claim fails as a matter of law. The court also concluded that Northern cannot rely on an implied duty to create obligations that are not expressly included in the bottling contracts, and that duty cannot provide a basis for Northern's breach of contract claim.Furthermore, because the bottling agreement is unambiguous and fails to confer a contractual duty on PepsiCo to prevent transshipping, and given Northern's inability to establish that PepsiCo owed a duty to prevent transshipment of products into Northern's territories, there is no genuine dispute of material fact and Northern's breach of contract claim was properly disposed of on summary judgment. Finally, the court agreed with the district court that no genuine dispute of material fact exists as to Northern's tortious interference claim. View "Northern Bottling Co., Inc. v. PepsiCo, Inc." on Justia Law

The Eighth Circuit affirmed the district court's dismissal of an action brought by Smart against the County, based on the forum-selection clause in the parties' contract. The district court determined that the clause precluded Smart from suing the County in federal court and dismissed the case.The court explained that the ordinary understanding of "Arkansas courts" refers to courts that are constituted under the Arkansas state government, not any court that happens to be within Arkansas's borders. Furthermore, the word "pertinent" does not alter the meaning of "Arkansas courts," as Smart suggests. In this case, both the forum-selection clause and the anti-removal provision in the contract are clear, and they obviate the need to resort to the rule against surplusage. View "Smart Communications Collier Inc. v. Pope County Sheriff's Office" on Justia Law

In this dispute over waste-removal services, the Eighth Circuit reversed the district court's dismissal with prejudice of Pietoso's complaint against Republic Services and Allied Services. The court could not conclude at this stage that Pietoso's invoice payments manifested its consent to paying Optional Reason increases. Therefore, it cannot yet be decided that defendants did not breach the Agreement by imposing Optional Reason increases without Pietoso's consent. Therefore, the district court erred in concluding otherwise and in deciding that Pietoso's allegations failed to state a claim for breach of contract. The court remanded for further proceedings. View "Pietoso, Inc. v. Republic Services, Inc." on Justia Law

After he sent a sexually explicit text message to a customer, the other members of Synergies expelled Jeffery White as a member of the company. White and White Communications filed suit against Synergies, claiming that the expulsion was a breach of the assumption agreement and the operating agreement between the parties. At trial, the jury found in favor of White Communications on its breach of implied contract claim, but found in favor of Synergies on all other claims.The Eighth Circuit affirmed the district court's denial of White's motion for judgment as a matter of law because the jury had a legally-sufficient basis to find that Synergies terminated him for cause. In this case, it was within the purview of the jury to determine whether White's actions led to instant or deferred irreparable harm to Synergies' reputation or its economic interests. The court also concluded that the district court did not abuse its discretion in permitting prior bad acts evidence of defendant's previously-sent texts of the same nature. Furthermore, there was no abuse of discretion in permitting alleged hearsay evidence to show its impact on the listener. The court further concluded that the district court did not err by denying White's motion for a new trial where there is more than sufficient evidence to support the finding in favor of Synergies on the breach of contract claim. Finally, the court upheld the jury's award of damages on plaintiff's breach of implied contract claim. View "White Communications, LLC v. Synergies3 Tec Services, LLC" on Justia Law

National filed suit against Universal and its parent company, Ally, for breach of contract and other claims after Universal terminated National's non-exclusive right to represent Universal's vehicle warranty program. The district court granted summary judgment in favor of Universal and dismissed National's claims.The Eighth Circuit affirmed, concluding that the termination provision and the representative-fee provision in the 2003 Universal Rep. Agreement unambiguously ended National's entitlement to post-termination representative fees. The court also rejected National's attempt to prove its entitlement to ongoing post-termination representative fees under the 2003 Universal Rep. Agreement via extrinsic evidence—Universal's continued payment of post-termination representative fees under the 2003 VehicleOne Rep. Agreement. The court further concluded that National's fraudulent concealment and negligent misrepresentation claims fail where the terms of the contracts created non-exclusive, limited grants of authority to National, as an independent contractor, that could be terminated at will by either party with sixty days' notice. Therefore, to the extent the alleged statements contradicted these terms, National could not reasonably rely on them under Nebraska law. Finally, National's claims for unjust enrichment and breach of duty of good faith and fair dealing failed because they both depend on its assertion that the district court misinterpreted the effect of termination of the 2003 Universal Rep. Agreement. View "B. Thomas and Co. v. Universal Warranty Corp." on Justia Law

Daredevil filed suit against ZTE for breach of contract, fraud, and unjust enrichment. After the case went to arbitration in Florida, Daredevil sought to add ZTE Corp., the parent company of ZTE USA, to its arbitration claims. The arbitrator rejected the request to add ZTE Corp., ruling that Daredevil's claims against ZTE Corp. were outside the scope of arbitration. Daredevil then filed this suit against ZTE Corp., alleging breach of contract, fraud, unjust enrichment, and tortious interference with contract. The arbitrator ultimately denied each of Daredevil's claims against ZTE USA. The arbitration award was confirmed by the United States District Court for the Middle District of Florida and affirmed by the Eleventh Circuit Court of Appeals. Daredevil subsequently reopened this case in the Eastern District of Missouri against ZTE Corp.The Eighth Circuit affirmed the district court's decision to apply Florida law, holding that Daredevil's claims met the requirements for claim preclusion and were therefore barred. The court explained that Daredevil's current and previous claims share identity of the parties and identity of the cause of action, and Daredevil does not dispute that Florida's other two requirements are satisfied. In this case, privity exists between ZTE Corp. and ZTE USA where ZTE Corp. and ZTE USA are parent and subsidiary. Furthermore, Daredevil's current claims are so closely related to its arbitration claims and thus the identity-of-cause-of-action requirement has been met. Accordingly, Daredevil's claims against ZTE Corp. are barred by the decision in its prior arbitration against ZTE USA. View "Daredevil, Inc. v. ZTE Corp." on Justia Law

Plaintiff filed suit against HealthEast and others, alleging multiple causes of action related to peer review determinations stemming from his practice of neurosurgery. After the district court granted defendants' motion for judgment on the pleadings, three claims remained against appellees: defamation, tortious interference with prospective economic relationship, and tortious interference with contract. Appellees moved for summary judgment on the remaining claims and the district court granted their motion.As to the defamation claims, the Eighth Circuit concluded that only three statements are before the court on appeal because plaintiff did not amend his complaint to incorporate the additional allegedly defamatory statements identified during discovery and, given the requirement that defamation claims be pleaded with specificity, only the statements included in the amended complaint can form the basis of plaintiff's claim. As to the first remaining statement, the court concluded that it was waived. In regard to the two remaining statements, the court concluded that Minnesota peer review immunity applies.As to the tortious interference claims, the court concluded that to the extent these alleged interferences occurred solely through the peer review process itself, appellees are entitled to peer review immunity. In the event peer review immunity does not fully shield appellees, these claims failed on the merits. Accordingly, the district court properly concluded that appellees were entitled to summary judgment on all of plaintiff's claims, and the court affirmed its judgment. View "Sherr v. HealthEast Care System" on Justia Law

Plaintiff filed suit against defendant, alleging six claims under Iowa law: (1) fraudulent or intentional misrepresentation; (2) negligent misrepresentation; (3) breach of contract; (4) unjust enrichment; (5) misappropriation of trade secrets; and (6) breach of fiduciary duty. Plaintiff's claims arose from statements and actions that followed the sudden death of plaintiff's husband and involved defendant, the husband's business partner. The district court dismissed all claims.The Eighth Circuit concluded that plaintiff sufficiently state a claim for breach of contract as to the sale of life insurance to RK where plaintiff's accusations were sufficient to plead consideration in support of the contract. In this case, there was consideration for the agreement in that defendant was to receive an override commission upon sale of the insurance products and plaintiff agreed not to take her client's insurance business to another agent. The court also concluded that the district court erred in granting defendant's motion to dismiss on plaintiff's unjust enrichment claim as related to the RK insurance sale; plaintiffs sufficiently stated a claim for breach of fiduciary duty; and, to the extent plaintiff's claims for fraud or negligent misrepresentation related to the sale of life insurance products to plaintiff's client, the claims were sufficient to survive a motion to dismiss. Accordingly, the court reversed and remanded for further proceedings. View "Meardon v. Register" on Justia Law