0:10-cv-04929
D. MinnesotaMar 2, 2012Background
- Edney Distributing Co., Inc. is a South Dakota corporation that distributes farm and ranch equipment and has its headquarters in Huron, SD.
- Buhler Trading, Inc. and Buhler Industries, Inc. are Canadian companies headquartered in Winnipeg, Manitoba.
- Edney and Buhler formed a distributorship relationship in the 1970s, with negotiations occurring between SD and Canada; no signed distributorship agreement is in the record.
- Edney conducted business in SD and North Dakota at the time of formation; it did not do business in Minnesota or Wisconsin at that time.
- Buhler notified Edney of termination of the distributorship in November 2010, effective December 20, 2010.
- Edney asserts six claims, including a Minnesota Agricultural Equipment Dealership Act violation, while Buhler disputes exclusivity and the governing law.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| What law governs the distributorship agreement? | Edney argues forum and contacts favor SD law. | Buhler contends multiple states' laws may apply. | South Dakota law governs. |
| Does Minnesota’s dealership act apply to Edney's claim? | Edney seeks protection under MN AEDA. | Buhler argues MN AEDA does not apply to this agreement. | MN AEDA claim dismissed as SD law governs. |
| Are choice-of-law factors favorable to applying SD law? | Edney contends SD law best fits contract formation and forum interests. | Buhler argues other states’ interests could apply. | The first four factors favor SD law; SD law applies. |
Key Cases Cited
- Klaxon Co. v. Stentor Elec. Mfg. Co., 313 U.S. 487 (1941) (requires forum state’s choice-of-law rules in diversity cases)
- Jepson v. Gen. Cas. Co. of Wis., 513 N.W.2d 467 (Minn. 1994) (outlines five choice-influencing considerations)
- Nodak Mut. Ins. Co. v. Am. Family Mut. Ins. Co., 590 N.W.2d 670 (Minn. Ct. App. 1999) (significant-contact approach to choice of law)
- In re Payless Cashways, 203 F.3d 1081 (8th Cir. 2000) (applies contract-law choice-of-law in multi-state disputes)
- Glover v. Merck & Co., Inc., 345 F. Supp. 2d 994 (D. Minn. 2004) (conflict-of-law considerations in federal diversity cases)
- Highwoods Props., Inc. v. Exec. Risk Indem., Inc., 407 F.3d 917 (8th Cir. 2005) (outcome-determinative conflict analysis considerations)
- Prudential Ins. Co. of Am. v. Kamrath, 475 F.3d 920 (8th Cir. 2007) (constitutional applicability of state laws in choice-of-law)
- In re Payless Cashways, 203 F.3d 1081 (8th Cir. 2000) (applies contract-law choice-of-law in multi-state disputes)