Jack Henry & Associates, Inc. v. BSC, Inc.
487 F. App'x 246
| 6th Cir. | 2012Background
- Jack Henry sued BSC for breach of the Electronic Funds Transfer Agreement (EFTA) after BSC terminated the contract early and refused to pay an early-termination fee.
- BSC argued it was not a party to the EFTA despite references to its former name and signatures on related documents; Jack Henry presented industry-standard evidence through its expert.
- The district court dismissed BSC’s counterclaims after BSC rested without evidence and Jack Henry prevailed on liability and party status issues.
- The jury found Jack Henry fulfilled its obligations under the EFTA, that First Corbin Bancservices and BSC were parties to the EFTA, and that BSC breached the EFTA.
- BSC challenged prejudgment and postjudgment interest awards and posttrial exclusion of Cobb’s expert testimony; the district court denied relief on all points, which the circuit court affirmed.
- On appeal, the court addressed waiver of the statute of frauds, sufficiency of the record to prove party status, the sufficiency of industry-standard proof, and issues related to prejudgment and postjudgment interest.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Waiver of the statute of frauds preserved? | BSC asserted it preserved the statute-of-frauds defense via pre-verdict motion wording. | BSC contends Rule 50(a) notice permitted a post-verdict statute-of-frauds claim. | Waiver found; defense not preserved due to lack of specific argument and notice. |
| Satisfaction of the statute of frauds and EFTA as written | Three writings (EFTA, termination letter, Deconversion Agreement) together show BSC was a party. | BSC did not sign the EFTA and documents cannot satisfy the statute. | Contract ambiguous; extrinsic evidence proper; jury could find BSC party to the EFTA. |
| Evidence of industry standards and Jack Henry's performance | Jack Henry proved performance in conformity with industry standards; expert testimony supported that standard. | Jack Henry failed to prove a universal industry standard and thus breached. | Evidence adequate; jury could determine conformity to industry standards; verdict upheld. |
| Prejudgment interest governing law and liquidation | Missouri law governs prejudgment interest; damages are liquidated and 18% is appropriate for the early-termination fee. | Kentucky law should apply and interest rate should reflect a different basis. | Missouri law governs prejudgment interest; damages liquidated; 18% rate affirmed for the early-termination fee. |
| Postjudgment interest rate | Missouri choice-of-law provision should yield 18% postjudgment interest. | Federal postjudgment interest rate should apply. | Federal postjudgment rate governs; EFTA provision does not control postjudgment rate. |
Key Cases Cited
- Erdman v. Condaire, Inc., 97 S.W.3d 85 (Mo. Ct. App. 2002) (standard for submissible case; evidence sufficiency review)
- Giddens v. Kansas City S. Ry. Co., 29 S.W.3d 813 (Mo. 2000) (probative facts and inferences in appellate review)
- Kusens v. Pascal Co. Inc., 448 F.3d 349 (6th Cir. 2006) (liberal notice concept for Rule 50(a) preservation; close questions)
- Rockport Pharmacy, Inc. v. Digital Simplistics, Inc., 53 F.3d 195 (8th Cir. 1995) (pre-verdict argument sufficiency; notice standards)
- In re Reisbell, 586 F.3d 782 (10th Cir. 2009) (Daubert-based reliability considerations on expert testimony)
- Jablonski v. Barton Mut. Ins. Co., 291 S.W.3d 345 (Mo. Ct. App. 2009) (liquidated damages and prejudgment interest analysis)
- First Heights Bank, FSB v. FDIC, 229 F.3d 528 (6th Cir. 2000) (state law governs prejudgment interest in diversity when contract claims apply)
- Bolivar Insulation Co. v. R. Logsdon Builders, Inc., 929 S.W.2d 232 (Mo. Ct. App. 1996) (unliquidated damages and crossclaims do not preclude interest)
- Nida v. Plant Prot. Ass’n Nat’l, 7 F.3d 522 (6th Cir. 1993) (Daubert factors and admissibility guidance)