Riedlinger v. Steam Brothers, Inc.
John Riedlinger, Steam Brothers of
Austin/Albert Lea, LLC, Dale Stroh,
Kevin Vetter, K&M, Inc., Leo Horner,
and Duane Leier, Plaintiffs and Appellees
Steam Brothers, Inc., d/b/a Steam
Brothers Carpet Cleaning, Defendant and Appellant
South Central Judicial District,
Judge Cynthia Feland
|Nature of Action:||Contracts|
|Term:||09/2012  Argument: 09/04/2012 2:45pm|
|ND cite:||2013 ND 14|
826 N.W.2d 340
Listen to recording of oral argument in MP3 format
Appellant's Statement of the Issues:|
1. Did the district court err by prohibiting discovery on issues encompassed by the pleadings?
2. Did the district court err by denying (without addressing) Steam Brothers' request for discovery under Rule 56(f) and granting Licensees' motion for summary judgment on the basis of their un-crossexamined affidavits?
3. Did the district court err by granting summary judgment in favor of Licensees on the basis of a factual comparison made between the Agreements at issue and prior agreements between the parties which were not submitted as part of the summary judgment record?
4. Did the district court err in deciding on summary judgment that the parties intended that the Agreements could not be terminated without mutual consent (for example, for breach) because they did not contain an express provision setting forth the remedy of termination?
5. Did the district court err in deciding on summary judgment that Licensees were not obligated to provide Steam Brothers with information necessary to enforce express provisions of the Agreements when the Agreements assume (in a confidentiality provision) that Licensees will provide the information "directly" by virtue of the "operation" and "enforcement" of the Agreements and, when entering into the Agreements, Steam Brothers expected and intended to be provided with the information?
Appellee's Statement of the Issues:
I.Whether the district court properly granted Licensees an order preventing SBI from obtaining their confidential information because (a) the written license agreements are unambiguous and completely integrated, barring parol evidence from altering their terms, (b) the License Agreements "fully govern" the relationship, do not require disclosures, and provide that neither party has "power to obligate the other," and (c) SBI requested irrelevant information in an attempt to retroactively support its purported terminations of the License Agreements.
II.Whether SBI was entitled to additional discovery before the district court granted Licensees summary judgment declaring the parties' rights and obligations under the license agreements given that (a) the license agreements are unambiguous and completely integrated, barring parol evidence from altering their terms, (b) the License Agreements "fully govern" the relationship, do not give SBI the rights it asserted or obligate Licensees in the manner claimed by SBI; and (c) SBI requested irrelevant information.
III.Whether the district court, in declaring the parties' rights and obligations, properly considered the entirety of the license agreements and an earlier franchise agreement between the parties given that the license agreements (a) reference the parties' obligations under the earlier agreements, (b) terminated those earlier agreements, and (c) expressly state that the parties intended to convert the franchise relationship "to a very different type of business relationship."
IV.Whether the district court properly decided that SBI did not have a right to terminate the license agreements given that (a) they are unambiguous and completely integrated, (b) they "fully govern" the relationship, (c) they specifically grant and preserve SBI's "remedies" for a breach but do not grant it any termination right, (d) their fully paid-up terms extend beyond Licensees' lifetimes, and (e) SBI lacked evidence that Licensees committed a material breach.
V.Whether the district court properly declared that Licensees are not obligated to disclose their confidential business information to SBI given that the license agreements (a) are unambiguous and completely integrated, barring parol evidence of SBI's former owner's intent and beliefs, (b) expressly state that they "fully govern" the relationship, (c) do not require disclosures, and (d) provide that neither party has "power to obligate the other."
|Add Docket 20120111 RSS|
|1||02/16/2012||NOTICE OF APPEAL: 02/14/2012|
|2||02/16/2012||ORDER FOR TRANSCRIPT: 02/14/2012|
|3||03/14/2012||ANNOUNCED DISQUALIFICATION: Sandstrom, Dale V.|
|4||03/13/2012||ELEC. RECORD ON APPEAL dated March 3, 2012 (ENTRY NOS. 1-108)|
|5||03/22/2012||Court Reporter's acknowledgement of Order for Transcript|
|6||03/28/2012||Updated Affidavit of John A. Cotter|
|7||03/30/2012||Updated Affidavit of Emily Duke|
|8||03/30/2012||TRANSCRIPTS DATED July 21, 2011 & November 29, 2011 (2 vols.) & C.O.S.|
|9||03/30/2012||DISK - tra (7/21/11 & 11/29/11) (e-mailed)|
|12||05/09/2012||DISK - atb (CD-ROM)|
|15||06/07/2012||DISK - aeb|
|18||08/09/2012||NOTICE OF ORAL ARGUMENT SENT|
|19||08/23/2012||SITTING WITH THE COURT: Merrick, Thomas E.|
|20||09/04/2012||APPEARANCES: Benjamin J. Hasbrouck; Rob A. Stefonowicz|
|21||09/04/2012||ARGUED: Benjamin J. Hasbrouck; Rob A. Stefonowicz|
|22||09/04/2012||ORAL ARGUMENT WEBCAST|
|23||01/28/2013||DISPOSITION: REVERSED AND REMANDED|
|24||01/28/2013||UNANIMOUS OPINION: VandeWalle, Gerald W.|
|25||01/28/2013||costs on appeal taxed in favor of Appellant|
|26||01/30/2013||Judgment Sent to Parties|
|28||02/26/2013||RECEIPT SIGNED BY DISTRICT COURT CLERK'S OFFICE|
|29||03/21/2013||Corrected/Substitute Opinion Page (Page 8, Paragraph 14, Line 17 and replaces N.C.C.C. with N.D.C.C|