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Loftness Specialized Farm Equip., Inc. v. Twiestmeyer

United States Court of Appeals, Eighth Circuit

February 11, 2014

Loftness Specialized Farm Equipment, Inc., Plaintiff - Appellee
v.
Terry Twiestmeyer; Steven Hood; Twiestmeyer & Associates, Inc., Defendants - Appellants

Submitted October 23, 2013.

Page 846

Appeal from United States District Court for the District of Minnesota - Minneapolis.

For Loftness Specialized Farm Equipment, Inc., Plaintiff - Appellee: Karna A. Berg, Benjamin J. Rolf, NILAN & JOHNSON, Minneapolis, MN.

For Terry Twiestmeyer, Steven Hood, Twiestmeyer & Associates, Inc., Defendant - Appellants: Victoria H. Buter, KUTAK & ROCK, Omaha, NE; Thomas Harlan Dahlk, HUSCH & BLACKWELL, Omaha, NE; Lawrence R. King, LARSON & KING, Saint Paul, MN.

Before GRUENDER, BEAM, and SHEPHERD, Circuit Judges.

OPINION

Page 847

GRUENDER, Circuit Judge.

Loftness Specialized Farm Equipment, Inc. (" Loftness" ) brought this declaratory judgment action against Terry Twiestmeyer, Steven Hood, and Twiestmeyer & Associates, Inc. (" T& A" ). Twiestmeyer, Hood, and T& A then asserted counterclaims against Loftness for, as relevant here, unjust enrichment and breach of two contracts. The district court granted Loftness's motion to dismiss the unjust enrichment counterclaim. The district court then granted Loftness's motion for

Page 848

summary judgment on the breach of contract counterclaims and entered judgment for Loftness on its claim for declaratory judgment. We vacate and remand in part and affirm in part.

I. Background

Loftness manufactures and sells farming equipment and has its principal place of business in Minnesota. Twiestmeyer and his wife own T& A, which markets and sells grain bagging equipment on behalf of Loftness. Hood's company, Hood & Company, Inc., serves as a sales representative for Loftness.

In 2007, Twiestmeyer and Hood approached Loftness with an idea for a new line of grain bag loaders and unloaders for Loftness to manufacture and sell. At that time, Twiestmeyer and Hood were selling grain bagging equipment that was manufactured in Argentina. This sales experience provided them with knowledge about the market for grain bagging equipment and insight into possible improvements to the Argentinian-made equipment. Twiestmeyer and Hood met with representatives of Loftness on May 15, 2007 to pitch this new product line. Prior to this meeting, Loftness did not manufacture grain bagging equipment and was not considering doing so. Before discussing Twiestmeyer and Hood's proposal, T& A and Loftness signed a non-disclosure agreement (" NDA" ). Neither Twiestmeyer nor Hood are identified as parties to the NDA. Pursuant to the NDA, Loftness agreed it would " keep in confidence all Confidential Information" and would " not directly or indirectly disclose to any third party or use for its own benefit, or use for any purpose other than the Project, any Confidential Information it receives from [T& A]." Loftness further agreed not to use T& A's " confidential information in any way that could be construed as being competitive of [T& A's] business for a period of twenty (20) years after the effective date of this Agreement." The NDA defined " Confidential Information" as " [s]uch information that [T& A] considers to be proprietary and/or confidential" and provided a non-exhaustive list of types of such information.

At the parties' initial meeting in May 2007, Twiestmeyer and Hood testified that they informed Loftness about the market for grain bagging equipment, the need for such equipment in the United States, their suggested improvements to the Argentinian-made equipment, and the timing for bringing such a product line to market. After this meeting, representatives of Loftness traveled to Arkansas and Nebraska to examine the Argentinian-made equipment. Loftness thereafter concluded that " [i]t appeared that there was [an] opportunity to sell this equipment. There w[ere] already Argentinean made machines being sold in North America, and it was obvious that there were shortfalls in those machines that [Loftness] could fix." Loftness then developed a prototype of a grain bag unloader, which according to Twiestmeyer and Hood, incorporated several of ...


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