Nutrisoya Foods Inc. v. Sunrich, LLC
2011 U.S. App. LEXIS 11561
| 8th Cir. | 2011Background
- Nutrisoya, a Canadian corporation, sued Sunrich, a Minnesota LLC, for breach of a 2004 Manufacturing and Packaging Agreement to produce and deliver a rice milk product.
- The initial term ran from April 2004 to March 2007; Sunrich would deliver the Product from Minnesota to Nutrisoya’s Montreal warehouse, with planning/forecasting requirements that were later abandoned.
- Nutrisoya intermittently submitted plans but ultimately relied on a de facto purchasing process; Sunrich sometimes began scheduling and changed dates by communication rather than formal forecasts.
- In late 2005, Nutrisoya placed Purchase Order 267 for 10,000 and 12,000? cases (split from PO 266) for delivery in late 2005; Sunrich delivered PO 266 but not PO 267 as scheduled.
- Sunrich explored delegating production to an alternate producer (Soylutions) while Nutrisoya opposed this; Nutrisoya notified Sunrich that it was in default and sought delivery or consequences.
- Nutrisoya ultimately secured a replacement supplier (California Natural Products) in 2006 at higher cost; Nutrisoya obtained a jury verdict awarding damages, and Sunrich challenged the verdict on multiple grounds.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the district court erred by not giving an installment-contract breach instruction | Nutrisoya argues general breach instruction sufficed; Sunrich seeks installment-specific guidance. | Sunrich contends only an installment-specific instruction could differentiate single-installment breach from whole-contract breach. | District court did not abuse discretion; instructions, taken as a whole, fairly submitted breach issue. |
| Whether the district court erred by not instructing on delegation | Nutrisoya contends delegation is irrelevant; no suggestion of repudiation through delegation. | Sunrich argues the jury should be curbed with a delegation instruction showing legality of assigning performance. | District court properly declined; delegation was not relevant to the case and there was no repudiation evidence. |
| Whether there was sufficient evidence of a breach of the entire contract | Nutrisoya asserts Sunrich failed to deliver PO 267, breaching the entire installment contract. | Sunrich contends only a single installment breached; no substantial impairment evidence required for whole-contract breach. | Evidence supported breach of the entire installment contract; judgment upheld. |
Key Cases Cited
- Durfee v. Rod Baxter Imps., Inc., 262 N.W.2d 349 (Minn. 1977) (substantial impairment standard akin to material breach)
- Sitek v. Striker, 764 N.W.2d 585 (Minn. Ct. App. 2009) (definition of material breach and substantial impairment underMinnesota law)
- Moore v. American Family Mut. Ins. Co., 576 F.3d 781 (8th Cir. 2009) (instructional error review on appeal; substantial rights)
- Fed. Enters., Inc. v. Greyhound Leasing & Fin. Corp., 849 F.2d 1059 (8th Cir. 1988) (abuse of discretion standard for jury instructions)