Justia Contracts Opinion Summaries

FEI, Crop Venture's successor-in-interest, filed suit alleging that the individual defendants took proprietary information they developed at Crop Ventures after they left the company and co-founded Farmobile (the corporate defendant). Specifically, FEI alleges that the individual defendants' behavior constituted a breach of explicit or implicit contracts with the company; defendants were obligated to assign to their employer the ownership rights of products they worked to develop; the individual defendants breached their duty of loyalty to their employer; and the individual defendants misappropriated trade secrets. The district court denied in full FEI's motion, and granted in part and denied in part Farmobile's motion.The Eighth Circuit affirmed and held that because no contract bound the parties during Defendant Nuss' term of employment, Nuss was not in breach of an explicit contract; FEI has not shown that any of the individual defendants was similarly "specifically directed" during their product-development process, so no implied contracts were created under the hired-to-invent doctrine; FEI failed to show the individual defendants breached their duty of loyalty to their employer; FEI cannot maintain a trade secret claim under the Nebraska Trade Secrets Act (NTSA) or the federal Defend Trade Secrets Act (DTSA); and the remaining claims are unpersuasive. View "Farmers Edge Inc. v. Farmobile, LLC" on Justia Law

CRST filed suit against TransAm, alleging that TransAm wrongfully recruited and hired several long-haul truck drivers who were under contract with CRST. The district court granted TransAm's motion for summary judgment and dismissed all of CRST's claims with prejudice.The Eighth Circuit held that the district court erred with respect to the causation element but did not err with respect to the existence of a valid contract element, and that the record contains sufficient evidence to support the intentional and improper interference element. The court also held that the district court erred in granting TransAm's motion for summary judgment on CRST's unjust enrichment claim. Finally, the court held that the district court did not abuse its discretion in finding the drivers were not indispensable parties. Accordingly, the court reversed and remanded the district court's order granting TransAm's motion for summary judgment and affirmed the district court's determination that the drivers are not indispensable parties to the proceedings. View "CRST Expedited, Inc. v. Transam Trucking, Inc." on Justia Law

The National Credit Union Administration Board ("NCUAB"), the self-appointed conservator of Citizens Community Credit Union ("Citizens"), repudiated a letter of credit Citizens issued to Granite Re, Inc. Granite filed a complaint for damages against the NCUAB, claiming wrongful repudiation and wrongful dishonor of a letter of credit. The NCUAB moved to dismiss with prejudice, arguing 12 U.S.C. 1787(c) authorized it to repudiate the letter of credit with no liability for damages, and section 1787(c) preempted conflicting North Dakota Law. The district court agreed and dismissed the complaint. The Eighth Circuit determined that were it to adopt the NCUAB's construction of section 1787(c), the NCUAB could "quietly appoint itself conservator and repudiate letters of credit with no liability to the injured beneficiary. Absent the ability to predict an impending conservatorship, a clean letter-of-credit beneficiary like Granite is subject to repudiation with no recourse." The Court determined NCUAB's construction was inconsistent with the language of the statue, which provided a limited remedy for damages determinable at the point of conservatorship, but did not negate recovery entirely. The Court also determined it was premature to declare section 1787(c) preempted North Dakota law. The Court reversed the trial court's judgment and remanded for further proceedings. View "Granite Re, Inc. v. Nat'l Credit Union Adm. Board" on Justia Law

Top Rank and Middendorf are boxing promoters and parties to an Agreement and Release regarding a successful boxer's promotional rights. The Eighth Circuit affirmed the district court's grant of summary judgment to Middendorf in part, holding that the Agreement and Release contemplates that Middendorf is entitled to a fee so long as Top Rank promotes the boxer's title defenses pursuant to a promotional rights agreement. However, the court reversed the district court's grant of summary judgment for Middendorf in part, holding that the term "purse," as used in the Agreement and Release, does not include a boxer's share of gate revenues. View "Middendorf Sports v. Top Rank, Inc." on Justia Law

The Eighth Circuit affirmed the district court's denial of defendant's motions for dismissal and for summary judgment, granting summary judgment to the law firm. The court applied a five-factor test to determine the sufficiency of defendant's contacts and held that, when all of the circumstances are viewed in the aggregate, defendant had fair warning that he could be subject to jurisdiction in Arkansas. In this case, defendant's contacts with Arkansas involved more than just his guaranty; the language of the contract provided for Cuker to perform its obligations in the Western District of Arkansas; and, as personal guarantor of Cuker's performance, it was reasonable and foreseeable for defendant to anticipate being haled into that same court if Cuker failed to perform.The court rejected defendant's claim that his personal guaranty is unenforceable as a matter of law because his obligations are not adequately specified. The court held that the express terms of the legal services agreement evidence an intent to hold defendant liable to the same extent as Cuker's liability. Finally, the court applied state, not federal elements of estoppel in diversity cases, and held that the district's reasoning and the record supported equitable estoppel. View "Henry Law Firm v. Atalla" on Justia Law

After the jury returned a verdict in favor of Cuker on its claims against Walmart for breach of contract, unjust enrichment, and misappropriation of trade secrets, the district court reduced the amount of damages awarded by the jury and entered judgment in favor of Cuker. The district court subsequently further reduced the damages awarded to Cuker on the ground that Cuker presented insufficient evidence to demonstrate it undertook reasonable efforts to maintain the secrecy of three of the four alleged trade secrets. Finally, the district court found in favor of Cuker on all other issues.The Eighth Circuit affirmed the district court's judgment, holding that the evidence in the record supported the jury's finding that Cuker took reasonable efforts to protect only one of the alleged trade secrets, the Adobe Source Files; because Cuker failed to take reasonable steps to protect the other three alleged trade, that information was not subject to protection under the Arkansas Trade Secrets Act (ATSA); evidence in the record established that Walmart used improper means to acquire Cuker's Adobe Source Files and that it did so wilfully and maliciously; there was no error in the district court's analysis or conclusions on the reduction in damages based on Cuker's failure to establish proximate cause; and Walmart's argument that the contract granted Walmart a perpetual and irrevocable license was without merit.The court also held that the district court properly instructed the jury on material breach of contract; the record supported the jury's finding that Walmart's acts, hindrances, or delays excused Cuker's performance; sufficient evidence supported the conclusion that Walmart engaged in intentional wrongdoing; it was permissible under the ATSA for the district court to enter a injunction; and there was no error in denying Walmart's motion for a new trial. View "Walmart, Inc. v. Cuker Interactive, LLC" on Justia Law

The Eighth Circuit affirmed the district court's denial of HRMC's motion for remittitur or a new trial following the jury's award of damages to plaintiff, one of HRMC's former physicians, in a breach of contract action. The court held that the jury's award was not so grossly excessive that the district court committed a manifest abuse of discretion in failing to order remittitur for a lesser amount; even if HRMC's analysis of the Health Care Quality Improvement Act of 1986 immunity provision was correct, HRMC failed to properly preserve the issue; and there was no injustice in this case where HRMC had ample opportunity to raise this defense but failed to do so until it was too late. View "Miller v. Huron Regional Medical Center" on Justia Law

Lamar maintained and operated a billboard on land that it leased from R.E.D. After R.E.D. and Landmark executed an agreement under which Landmark agreed to pay R.E.D. in exchange for, among other things, the right to receive rent from Lamar, Landmark sued R.E.D. for breach of contract and sued R.E.D. and Defendant Van Stavern for fraudulent and negligent misrepresentation.The Eighth Circuit affirmed the district court's judgment and held that the district court did not err by excluding the testimony of defendants' expert witness where the expert's opinions were not relevant because they were not supported by facts in the record. Furthermore, the district court did not err by denying defendants' request for reconsideration, because the discovery deadlines had passed and defendants failed to offer a substantial justification for their delay. Finally, the court held that the damages award were not duplicative and affirmed the attorneys' fee award. View "Landmark Infrastructure Holding Co. v. R.E.D. Investments, LLC" on Justia Law

After JetMidwest filed suit against JMG for breaching a loan agreement, the district court granted summary judgment to JetMidwest but denied its motion for reimbursement of its attorneys' fees under the agreement.As a preliminary matter, the Eighth Circuit held that a Hong Kong limited company is equivalent to a U.S. corporation under 28 U.S.C. 1332. Therefore, the district court properly exercised subject matter jurisdiction under section 1332 and the court had appellate jurisdiction under 28 U.S.C. 1291. On the merits, the court disagreed with the district court's interpretation of the agreement, holding that the use of the sweeping language "all costs and expenses" reflects the parties' intent that JMG would pay Jet Midwest's attorneys' fees and other costs for enforcing as well as preparing the agreement. Accordingly, the court reversed and remanded for consideration of an appropriate award. View "Jet Midwest International Co., Ltd. v. Jet Midwest Group, LLC" on Justia Law

Lemartec appealed the district court's entry of judgment in favor of ACT on ACT's breach of contract claim. Lemartec argued that the district court erred in concluding that Lemartec's bid package was incorporated into the parties' contract. Although the bid package was not incorporated in so many words, the Eighth Circuit nonetheless affirmed the judgment, because when the contract is considered in light of the usage-of-trade evidence that the district court found credible, there is no error in the determination that Lemartec breached the purchase order. View "Advance Conveying Technologies v. Lemartec Corp." on Justia Law