BFI Waste Systems of North America LLC v. Freeway Transfer, Inc., 867 F. Supp. 2d 1037

Two waste-management companies, BFI Waste Systems of North America LLC and Freeway Transfer, Inc., dispute a 2003 contract affecting use of Freeway’s Transfer Station in Burnsville, MN.
The 2003 Contract, formed by McGowan (Freeway) and Rosland (BFI), includes Paragraph 2 (BFI pays $230,000/year for up to 250 tons/day and covers operating expenses up to $60,000/year) and Paragraph 4 (cancellation clauses that void payments under four conditions).
A Wisconsin tax increase in 2009 significantly reduced Minnesota waste to the Sarona landfill (Lake Area Disposal), affecting demand and operations there.
In Jan 2010, BFI informed it would stop using Freeway’s station but began paying under Paragraph 2; by Sep 2010, BFI declared its payments void under the fourth cancellation clause.
This litigation seeks to determine (i) whether the tax increased the Sarona landfill’s ability to accept waste, (ii) whether BFI waived its right by conduct, (iii) whether Eden Prairie Transfer Station closure is required if payments are voided, and (iv) how BFI’s share of operating expenses is calculated.
The court denied summary judgment to both sides on all issues and reserved certain questions for trial, including whether the fourth cancellation clause was triggered and how expenses are prorated.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Was the Sarona landfill’s reduced ability to accept waste due to the Wisconsin tax a trigger?	Freeway argues the indirect reduction (staffing/equipment) is outside the clause; the clause requires direct reduction.	BFI contends the reduction occurred by virtue of the tax, via demand decline and operational changes, fitting the clause.	Jury question whether ability to accept waste was significantly reduced.
Did BFI waive its right to void payments by conduct in 2010?	Freeway asserts BFI knowingly waived by email and partial payments in 2010.	BFI had no incentive to waive; conduct is insufficient to prove waiver as a matter of law.	Waiver is a jury issue; not decided as a matter of law.
Does voiding payment obligations require closing Eden Prairie Transfer Station?	Freeway contends Eden Prairie must be closed if any cancellation clause is invoked.	Contract language ties Eden Prairie closure only to the first two clauses about economic viability of Freeway, not all four.	Eden Prairie closure not compelled by invocation of all four clauses; depends on clause type.
How is BFI's share of operating expenses calculated if it voids payments?	BFI should pay prorated expenses as if using full 250 tons/day, per paragraph tying to capacity.	Expenses are prorated by actual use; BFI’s share could be zero if it uses no capacity.	Ambiguous; must be resolved by jury; summary judgment denied.

Metro Office Parks Co. v. Control Data Corp., 295 Minn. 348 (Minn. 1973) (reformation grounded in evidence of parties’ true intentions)
Kleis v. Johnson, 354 N.W.2d 609 (Minn. Ct. App. 1984) (mutual mistake requires agreement on content despite drafting error)
Farnum v. Peterson-Biddick Co., 234 N.W.2d 647 (Minn. 1931) (waiver requires consistent, intentional relinquishment of a known right)