Viewing: U.S. 8th Circuit Contract Cases

Revisiting “No Reliance” Language in Contracts

A (fairly) recent 8th Circuit case reminded me of the importance of including "no reliance" language in even simple contracts. Exploring the idea of drafting simplified contracts for simple situations, I posted a sample contract for a sale of goods a couple of years ago. The idea was to draft a B2B contract that would […] Read More

Contracts Quiz: Eternal Obligation?

You're a franchisor and the term of your franchise agreement is five years, but you can terminate it early for cause. The term and termination provision also auto-renews. Do you have the right to elect not to renew the agreement at the end of the initial term or a renewal term? Or are you on […] Read More

Eighth Circuit Contracts Cases 2011 (Part 9)

MEMC manufactures polysilicon, which is used to manufacture semiconductor chips and solar cells. Starting in 1996 MEMC’s wholly-owned subsidiary MEMC Pasadena, Inc. entered into informal, short-term arrangements with Semi-Materials’ predecessor-in-interest to help MEMC Pasadena sell silicon, and later silane gas, in South Korea in exchange for sales commissions. In 2003 Semi-Materials and MEMC Pasadena entered […] Read More

Eighth Circuit Contracts Cases 2011 (Part 8)

The scope of an arbitration agreement can be expanded by positions taken by the parties in arbitration proceedings. Wells Fargo brought claims against WMR e-PIN and other respondents, alleging breach of contract and misappropriation of trade secrets. The claims arose out of a software licensing agreement and other contracts which contained binding arbitration provisions. The […] Read More

Eighth Circuit Contracts Cases 2011 (Part 7)

The word “or” can cause confusion in a contract that can be expensive to resolve when the assistance of lawyers and federal judges is required. Diligent drafters should be on the lookout for potential ambiguity in order to avoid unnecessary expense and litigation. Anderson v. Hess Corp. is a case in point. The Andersons, along […] Read More

Eighth Circuit Contracts Cases 2011 (Part 6)

Two cases decided by the Eighth Circuit in the latter half of 2011, Viasystems and KV Pharmaceutical, serve as a reminder that activities undertaken while negotiating and performing contracts can have a bearing on personal jurisdiction issues if the contracts are litigated. In Viasystems, a corporation based in Missouri sued a foreign supplier for breach […] Read More

Eighth Circuit Contracts Cases 2011 (Part 5)

According to the Eighth Circuit's opinion in this case, under Missouri law a party to a breach of contract action can recover attorneys' fees for enforcing its rights under the contract via an indemnification clause only if the clause expressly allows for it. But Judge Gruender took issue with that characterization of Missouri contracts law […] Read More

Eighth Circuit Contracts Cases 2011 (Part 4)

Owatonna Clinic — Mayo Health System sued Medical Protective Company, its medical malpractice insurer, for refusing to defend and indemnify it in a malpractice suit. Medical Protective’s defense was that Owatonna had not complied with the insurance policy’s notice requirements. The United States District Court for the District of Minnesota ruled in favor of Owatonna […] Read More

Eighth Circuit Contracts Cases 2011 (Part 3)

Safety National Casualty Corporation (“Safety National”) engaged Austin Resolutions, Inc. (“Austin”) to negotiate savings on bills from a hospital. The bills were Safety National’s responsibility by virtue of a claim against an excess workers’ compensation policy Safety National had issued. Under the oral agreement between Safety National and Austin, Austin was to be paid 25% […] Read More

Eighth Circuit Contracts Cases 2011 (Part 2)

Becwood, a Minnesota-based distributor, contracted with Dingxi, a Chinese supplier, to purchase a large amount of organic Kosher inulin. Becwood planned to sell the inulin to Stoneyfield Farm, Inc. for use in yogurt products. Dingxi shipped the product in four separate shipments. Becwood paid for the first shipment in full before its arrival, but then […] Read More

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