The U.S. Court of Appeals for the 8th Circuit decided U.S. Court of Appeals Case No: 25-1069, Reinhardt Enterprises, LLC v. Kaseya U.S., LLC.
"Reinhardt Enterprises, LLC entered into a contract with BNG Holdings, Inc. to market BNG's services, with the contract set to automatically renew each year unless either party provided notice of non-renewal. After several years of automatic renewal, and shortly before BNG’s sale to Kaseya U.S., LLC, the parties amended the contract to include a provision entitling Reinhardt to a buyout fee if the agreement was "terminated" by BNG under certain circumstances. After acquiring BNG, Kaseya continued the contractual relationship for over two years before sending Reinhardt a letter of non-renewal, invoking the contract’s renewal clause, and explicitly refusing to pay the termination buyout fee.
The case began after Reinhardt sued Kaseya in state court for breach of contract, alleging entitlement to the buyout fee. Kaseya removed the case to the United States District Court for the District of North Dakota, where it moved to dismiss under Rule 12(b)(6). The district court granted the motion and dismissed the case with prejudice, holding that the non-renewal of the contract did not constitute a "termination" as contemplated by the contract, and thus Reinhardt was not entitled to the buyout fee.
On appeal, the United States Court of Appeals for the Eighth Circuit reviewed the district court’s contract interpretation de novo. The appellate court found the term "termination" to be ambiguous in the context of the contract, as it could reasonably refer both to ending the agreement midterm or simply to the end of the contractual relationship, including non-renewal. Because of this ambiguity, the Eighth Circuit held that the parties’ intent regarding the buyout fee must be resolved as a question of fact, reversed the district court’s dismissal, and remanded the case for further proceedings." Source:(https://law.justia.com/cases/federal/appellate-courts/ca8/25-1069/25-1069-2026-01-29.html?utm_source=summary-newsletters&utm_medium=email&utm_campaign=2026-01-30-u-s-court-of-appeals-for-the-eighth-circuit-41b17a3e7e&utm_content=text-case-title-2)
