784 F.3d 1183
8th Cir.2015Background
- Chavis Van & Storage was a longstanding (since 1993) non-exclusive United Van Lines agent governed by a 2007 Agency Agreement that incorporated "Carrier Policies" by reference and included an integration clause and Missouri choice of law.
- Chavis sued United asserting breach of contract (and other claims dismissed below) for allegedly failing to appoint Chavis as origin/destination agent—both for its home market (non-military) and as the designated agent for Shaw AFB (military shipments)—based on longstanding carrier policies and internal documents.
- United moved for summary judgment, arguing the challenged historical manuals/policies were not part of the 2007 Agreement or, even if they were, did not create an exclusive right to any shipment; United showed older hard-copy manuals were superseded and key materials were defunct.
- The district court granted summary judgment for United, concluding the Agreement was unambiguous, did not guarantee exclusivity or appointment as origin/destination agent, and barred use of extrinsic evidence; it also denied Chavis’s motions to compel discovery as either procedurally deficient or overly broad and unduly burdensome.
- On appeal, Chavis argued genuine issues of fact existed about which carrier policies remained in force and that the district court abused its discretion in denying discovery; the Eighth Circuit reviewed the summary judgment de novo and discovery rulings for abuse of discretion.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether carrier manuals/policies cited by Chavis were incorporated into the 2007 Agreement and created a contractual right to be appointed origin/destination agent (non-military) | Chavis: longstanding Agency Manual/ARM/2005 Policies and a 2009 Board resolution (even if rescinded) are carrier policies incorporated by reference and entitle it as the authorized/local agent to appointment | United: older manuals were replaced/superseded and not part of the 2007 Agreement; even applicable policies do not guarantee appointment of a particular agent | Held: Agreement unambiguous; manuals/ARM were defunct/superseded and cited policies do not confer exclusivity or a right to appointment; summary judgment for United affirmed |
| Whether Chavis had an exclusive right as the designated agent for Shaw AFB (military shipments) under carrier policies (e.g., Military Directory, Government Bulletin, 2005 Policies) | Chavis: Military Directory, Government Bulletin, newsletters and policies show UniGroup intended base-designated agents to be appointed as origin/destination agents | United: those materials do not create exclusivity; they reference "qualified" agents, emergency procedures, or booking-agent discretion and do not bind appointment to a particular agent | Held: Documents do not create an exclusive contractual right; military materials do not mandate appointment of a single agent; claim fails |
| Whether extrinsic evidence (witness testimony, emails, minutes) may vary an integrated, unambiguous written contract | Chavis: extrinsic materials show policies and board actions that bear on parties' intent and performance | United: parol evidence barred where contract is unambiguous and integrated; policies cited do not alter plain terms | Held: Contract unambiguous and integrated; parol evidence rule bars extrinsic evidence to alter its clear terms |
| Whether the district court abused its discretion in denying Chavis's motions to compel discovery | Chavis: denial prevented it from proving what contract terms United breached and from opposing summary judgment | United: Chavis's requests were overbroad, unduly burdensome, and counsel failed adequate meet-and-confer; district court acted within discretion | Held: No abuse of discretion; denial justified by procedural deficiencies and the requests' burden relative to Chavis's inability to identify specific contract terms breached |
Key Cases Cited
- Myers v. Richland Cnty., 429 F.3d 740 (8th Cir. 2005) (standard of review for summary judgment)
- Smith Flooring, Inc. v. Pa. Lumbermens Mut. Ins. Co., 713 F.3d 933 (8th Cir. 2013) (elements of breach of contract under Missouri law)
- Deal v. Consumer Programs, Inc., 470 F.3d 1225 (8th Cir. 2006) (when unambiguous contract supports summary judgment)
- Lafarge N. Am., Inc. v. Discovery Grp. L.L.C., 574 F.3d 973 (8th Cir. 2009) (contract ambiguity as question of law; use of extrinsic evidence)
- WWP, Inc. v. Wounded Warriors Family Support, Inc., 628 F.3d 1032 (8th Cir. 2011) (scope and limits of discovery; court may limit discovery if burden outweighs benefit)
- Fatemi v. White, 775 F.3d 1022 (8th Cir. 2015) (summary judgment burden to produce evidence opposing movant)
- Reed v. City of St. Charles, Mo., 561 F.3d 788 (8th Cir. 2009) (courts need not accept unreasonable inferences at summary judgment)
- Shelter Mut. Ins. Co. v. Brooks, 693 S.W.2d 810 (Mo. 1985) (grammatical distinction between indefinite and definite articles affects contract meaning)