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Loftness Specialized Farm Equipment, Inc. v. Twiestmeyer

United States District Court, D. Minnesota

August 23, 2017

Loftness Specialized Farm Equipment, Inc., Plaintiff,
v.
Terry Twiestmeyer, Steven Hood, and Twiestmeyer & Associates, Inc., Defendants.

          Jeremy D. Robb, Esq., Karna A. Berg, Esq., Katie M. Connolly, Esq., and Peter D. Gray, Esq., Nilan Johnson Lewis PA, counsel for Plaintiff.

          Aaron A. Myers, Esq., Victoria H. Buter, Esq., and Thomas H. Dahlk, Esq., Kutak Rock LLP, counsel for Defendants.

          MEMORANDUM OPINION AND ORDER

          DONOVAN W. FRANK, UNITED STATES DISTRICT JUDGE.

         INTRODUCTION

         Plaintiff Loftness Specialized Farm Equipment, Inc. (“Loftness” or “Plaintiff”) brought this declaratory judgment action against Defendants Terry Twiestmeyer (“Twiestmeyer”), Steven Hood (“Hood”), and Twiestmeyer & Associates, Inc.'s (“TAI”) (collectively, “Defendants”). Defendants brought several counterclaims, including claims for unjust enrichment and the breach of two contracts--a May 2008 Override Agreement and a Non-Disclosure Agreement (“NDA”). Plaintiff previously moved to dismiss Defendants' counterclaims. In an Order dated April 13, 2012, the Court dismissed all counterclaims with the exception of the counterclaims for breaches of the Override Agreement and NDA. (Doc. No. 36.) Plaintiff then moved for summary judgment on Defendants' remaining counterclaims. In an Order dated October 15, 2012, the Court granted Plaintiff's motion on the two remaining breach-of-contract counterclaims. (Doc. No. 61.) Defendants appealed the Court's grant of summary judgment and the Court's previous dismissal of the unjust enrichment claim. The Eighth Circuit Court of Appeals affirmed the grant of summary judgment on the counterclaim for breach of the Override Agreement and the dismissal of the unjust enrichment claim, and vacated and remanded the Court's order granting summary judgment on the counterclaim for breach of the NDA. (Doc. No. 75; Loftness Specialized Farm Equip., Inc. v. Twiestmeyer, 742 F.3d 845 (8th Cir. 2014) (“Loftness I”).) On remand, the Court granted Plaintiff's motion for summary judgment on the remaining counterclaim for breach of the NDA. Defendants again appealed, and the Eighth Circuit concluded that fact issues exist with respect to the parties' intent on whether the NDA protected information disclosed by TAI for the term of the NDA (twenty (20) years) regardless of whether that information subsequently became publicly available. (Doc. No, 93; Loftness Specialized Farm Equip., Inc. v. Twiestmeyer, 818 F.3d 356 (8th Cir. 2016) (“Loftness II”).)

         Presently before the Court are two motions. First, Plaintiff moves for summary judgment on Defendants' sole remaining counterclaim-breach of the NDA. (Doc. No. 118.)[1] Second, Plaintiff moves to strike Defendants' damages expert, Zach Eubank. (Doc. No. 121.) For the reasons discussed below, the Court grants in part and denies in part Plaintiff's motion for summary judgement and denies the motion to strike.

         BACKGROUND

         The facts of this case have been thoroughly recited in prior orders and the Court briefly summarizes the facts herein. Loftness is in the business of manufacturing and selling specialized farm machine equipment, including grain bag loaders (“GBLs”) and grain bag unloaders (“GBUs”). Loftness uses independent sales representatives to sell its products. Twiestmeyer owns TAI, which is in the business of marketing and selling grain bagging equipment. (Doc. No. 13, Answer (“Ans.”) and Counterclaim (“CC”), Ans. ¶ 2.) TAI was an independent sales representative for Loftness. (CC ¶ 6.) Hood & Company, Inc., owned by Defendant Steven Hood, was also a sales representative for Loftness. (Id. ¶¶ 2, 7.)

         Twiestmeyer and Hood sold grain-bagging equipment manufactured in Argentina, giving them knowledge about the market for grain-bagging equipment and insight into possible improvements that could be made to the Argentine-made equipment. On May 15, 2007, Twiestmeyer and Hood met with representatives of Loftness to discuss an idea for a grain-bagging product line to sell in the United States-the “Grain Bag Storage System.” At the meeting, Loftness and TAI executed the NDA.[2] (Doc. No. 1, Compl. ¶ 8, Ex. A (the “NDA”); Ans. ¶ 8; CC ¶ 10.) The NDA contains the following key provisions and definitions:

This [NDA] is made between TWIESTMEYER & ASSOCIATES, INC., a Nebraska corporation having offices at 3119 Briarwood Blvd., Grand Island, NE, 68803 (the “Disclosing Party”) and LOFTNESS SPECIALIZED FARM EQ, INC. (the “Receiving Party”), having offices at 650 SO. MAIN ST, HECTOR, MN 55342.

(NDA at 1.)

DEFINITIONS
1. Confidential Information. Such information that [TAI] considers to be proprietary and/or confidential, which may include, but is not limited to, prototypes, representative or demonstrative objects, trade secrets, discoveries, ideas, know-how, techniques, designs, specifications, drawings, data, computer programs, business activities and operations, reports, memoranda, studies, and other technical or business information.
2. Disclosing Party. For purposes of this Agreement, the Disclosing Party will be the party that is revealing or disseminating information to another party, person or entity.
3. Project. Any matter being developed, discussed, worked on, shared or contracted for between the parties to this Agreement.
4. Receiving Party. For purposes of this Agreement, the Receiving Party will be the party, person or entity that receives Confidential Information from the disclosing party.

(NDA, Definitions ¶¶ 1-4.)

AGREEMENT
. . . .
2. Protection of Confidential Information. [Loftness] acknowledges that [TAI] claims its Confidential Information as a valuable and unique asset. For itself and on behalf of its officers, directors, agents, employees, and affiliates, [Loftness] agrees that it will keep in confidence all Confidential Information, and that it will 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 [TAI]. [Loftness] agrees to protect the Confidential Information, and agrees that in no event will it use less than the same degree of care to protect the Confidential Information as it would employ with respect to its own information of like importance that it does not desire to have published or disseminated.
. . . .
11. Miscellaneous. This is the only agreement between Disclosing Party and Receiving Party concerning Confidential Information, and it may not be modified, amended or terminated, in whole or in part, ...

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