BKMJ, Inc. v. Jack Cooper Holdings Corp
5:15-cv-05144
W.D. Ark.Oct 28, 2015Background
- This is a diversity contract dispute in the Western District of Arkansas between BKMJ, Inc. and Brent Souter and Cooper entities (Holding Company and Transportation Company).
- Term/Termination Agreement (Feb 1, 2011) paid Souter $100,000 then $20,000 monthly through Jan 1, 2015, with non-compete/solicit/confidentiality restrictions.
- Draft Revised Agreement extended the payments and restrictions from Feb 1, 2015 to Jan 1, 2019, but remained unsigned by both sides.
- Griffin emailed in Aug 2014 about formalizing the attached draft; Ciupitu prepared the redlined and clean versions; the draft referenced a continuing agreement.
- Souter’s consulting work related to Allied acquisition was performed for BKMJ (an Arkansas entity) and paid through the consulting arrangement.
- Plaintiffs allege an oral contract on Nov 25, 2013; Counts I–III pleaded: breach of oral contract, contract reform, and promissory estoppel; Defendants moved to dismiss.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Arkansas has personal jurisdiction over the Holding Company | Holding Company had substantial Arkansas contacts via employment and contracts. | No sufficient minimum contacts with Arkansas for the Holding Company. | Yes; specific jurisdiction exists over Holding Company. |
| Whether Count I is barred by the statute of frauds | Oral contract evidenced by Griffin Email and performance. | Email inadequate to memorialize a contract; statute of frauds applies. | Count I dismissed; statute of frauds bars enforcement. |
| Whether Count II can be saved by reforming the contract under Act 921 | Court should reform an unreasonable non-compete/extension to 12 months. | Reform under Act 921 is dubious and would not save the claim. | Count II dismissed. |
| Whether Count III promissory estoppel survives | Promissory estoppel pleadings show a plausible reliance on the alleged extension. | Insufficient pleadings and no enforceable promise. | Count III survives; promissory estoppel claim denied dismissal. |
Key Cases Cited
- Wells Dairy, Inc. v. Food Movers Int’l, 607 F.3d 515 (8th Cir. 2010) (addressing personal jurisdiction burden and prima facie showing)
- World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286 (U.S. 1980) (minimum contacts and foreseeable jurisdiction)
- Burger King Corp. v. Rudzewicz, 471 U.S. 462 (U.S. 1985) (purposeful availment and contracting with forum residents)
- Gen Trading Int'l, Inc. v. Wal-Mart Stores, Inc., 320 F.3d 831 (8th Cir. 2003) (statute of frauds; confirming memorandum and writing sufficiency)
- Epps v. Stewart Information Services Corp., 327 F.3d 642 (8th Cir. 2003) (five-factor test for personal jurisdiction)
- Howard Const. Co. v. Jeff-Cole Quarries, Inc., 669 S.W.2d 221 (Mo. Ct. App. 1983) (memorandum sufficiency under statute of frauds in Missouri/UCC context)
- Harvest Rice, Inc. v. Fritz & Mertice Lehman Elevator & Dryer, Inc., 365 Ark. 573 (2006) (statute of frauds and contract performance considerations)
- Genovese v. DCA Food Indus., Inc., 911 F. Supp. 378 (E.D. Mo. 1996) (part performance doctrine limitations)