Home Instead, Inc. v. David Florance
2013 U.S. App. LEXIS 14336
| 8th Cir. | 2013Background
- Home Instead provides senior care via a franchise system; Friend operated two Home Instead franchises under 2002 renewals with personal guarantees.
- Two key 2002 renewal provisions are at issue: section 2.F (minimum gross sales in renewals) and section 15.A (renewal rights with possible royalty terms).
- District court held 2.F sets minimums at $30,000 per month and allowed term-by-term renewal; concluded no ambiguity and denied injunction.
- Friend sought a preliminary injunction to continue operating during litigation; the district court denied, leading to this interlocutory appeal.
- Appellate review focuses on contract ambiguity and the four Dataphase factors; district court did not fully evaluate all factors and erred on ambiguity.
- This court vacates, remands for full Dataphase analysis and reconsideration of Friend’s injunction motion.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether contract language is ambiguous as to raises in renewal terms | Home Instead argues 2.F allows raises in renewal terms; 15.A permits retaining royalty provisions | Friend argues 2.F fixes minimums at $30,000 per month for renewals | Ambiguity exists; contract interpretation is a question of fact on remand |
| Whether district court abused its discretion denying injunction | Home Instead contends no abuse; correct legal framework supports denial | Friend contends correct framework is four-factor Dataphase analysis | District court abused discretion by applying wrong legal framework; remand for full Dataphase analysis |
| Appropriate scope of Dataphase analysis on remand | Home Instead seeks remand to conduct complete four-factor review | Friend seeks appellate determination of likelihood of success | Remand to perform full Dataphase analysis consistent with ambiguity ruling |
Key Cases Cited
- Dataphase Sys., Inc. v. C L Sys., Inc., 640 F.2d 109 (8th Cir. 1981) (established four-factor test for preliminary injunctions; probability of success is the key factor)
- Bedrosky v. Hiner, 430 N.W.2d 535 (Neb. 1988) (ambiguity determined by reading contract as a whole; objective standard)
- Krzycki v. Genoa Nat’l Bank, 496 N.W.2d 916 (Neb. 1993) (more specific terms may control over general terms when related to same subject)
- Davenport Ltd. P’ship v. 75th & Dodge I, L.P., 780 N.W.2d 416 (Neb. 2010) (exclusion can follow from express terms and related implications)
- Lankford v. Sherman, 451 F.3d 496 (8th Cir. 2006) (remand appropriate when district court has not addressed all factors)