Futurefuel Chemical Co. v. Lonza, Inc.
2014 U.S. App. LEXIS 12135
| 8th Cir. | 2014Background
- FFCC appeals district court summary judgment granting Lonza relief on contract and promissory estoppel claims.
- LOI signed Aug 25, 2008 contemplated negotiating a definitive DEM supply agreement by Oct 1, 2008; LOI stated parties would proceed in good faith toward an agreement.
- LOI included price/volume terms and a Long Term Supply Strategy, but expressed it as terms to be refined in a future agreement.
- Lonza’s DEM needs were volatile due to recycling/recovery; FFCC anticipated capital expenditure to produce DEM.
- In 2009 Lonza’s DEM demand dropped; Lonza made spot purchases at higher FFCC prices than LOI featured, signaling no binding contract.
- District court held the LOI was non-binding, granted summary judgment for Lonza, and later awarded Lonza attorney’s fees; FFCC appeals on multiple fronts, including unsealing records and fees, with some issues dismissed as moot or without jurisdiction.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Breach of contract existence | FFCC argues LOI bound Lonza to buy 1000 MT in 2009 | Lonza contends LOI was preliminary and non-binding | No contract formed; LOI not binding on terms and meeting of minds absent definitive agreement. |
| Promissory estoppel viability | FFCC claims Lonza promised to purchase 1000 MT in 2009 | No firm promise to buy; LOI was negotiation framework | Promissory estoppel not established; no definite promise. |
| Unsealing of court records jurisdiction | FFCC sought review of unsealing order | District court’s unsealing decision subject to appeal | Appeal as to unsealing is dismissed for lack of jurisdiction; not final. |
| Attorney’s fees eligibility and amount | FFCC challenges fee award as improper; claim not primarily contract | Action primarily contractual; fee award supported by 16-22-308; amount justified by Chrisco factors | Affirmed district court’s attorney’s fees award; amount upheld. |
| Jury trial motion propriety | FFCC sought belated jury trial on sealing/records | Jury trial issue moot after summary judgment | Moot; dismissed. |
Key Cases Cited
- Arloe Designs, LLC v. Ark. Capital Corp., 2014 Ark. 21 (Ark. 2014) (objective mutual assent via Letter of Intent terms and negotiations)
- BancorpSouth Bank v. Hazelwood Logistics Ctr., LLC, 706 F.3d 888 (8th Cir. 2013) (de novo review of summary judgment; material facts)
- Cooper v. Saloman Bros., Inc., 1 F.3d 82 (2d Cir. 1993) (district court may review final decisions on appeal; collateral matters may remain)
- Chrisco v. Sun Indus., Inc., 800 S.W.2d 717 (Ark. 1990) (factors guiding attorney’s fees in Arkansas matters)
- Nixon v. Warner Commc’ns, Inc., 435 U.S. 589 (1978) (public access to judicial records; supervisory power over records)
- Reed v. Smith Steel, Inc., 78 S.W.3d 118 (Ark. Ct. App. 2002) (fees awarded when contract claim predominates)
- Ward v. Williams, 118 S.W.3d 513 (Ark. 2003) (objective test for mutual assent in contract formation)
- Williamson v. Sanofi Winthrop Pharm., Inc., 60 S.W.3d 428 (Ark. 2001) (elements of a contract under Arkansas law)