OUTDOOR CENTRAL, INC. v. GreatLodge. Com, Inc.
643 F.3d 1115
| 8th Cir. | 2011Background
- Central Bank and Outdoor Central sued GreatLodge over an automated hunting/fishing licensing system; Bank bought GreatLodge assets for $965,000 with potential earnout payments tied to performance.
- GreatLodge later sold the system to Active Network for about $46.5 million.
- District court found GreatLodge committed fraud and ruled Central Bank need not pay earnouts; it entered a Rule 54(b) final judgment designating multiple claims as final.
- District court dismissed GreatLodge's cross-claim against Active Network and addressed other unadjudicated claims.
- GreatLodge and Central Bank appealed; the court considered Rule 54(b) jurisdiction and related appeals.
- Unadjudicated claims include warranty-related and good-faith/fair-dealing theories that overlapped with fraud; central issue is whether these claims should be resolved in a single appeal
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Rule 54(b) certification properly supports appellate jurisdiction | Central Bank argues 54(b) dismissal is appropriate given close relation of claims | GreatLodge contends certification was proper given self-contained Active Network issues | Yes; 54(b) certification proper for Active Network cross-claim |
| Whether GreatLodge's unjust enrichment cross-claim was properly dismissed | Active Network unjustly enriched by receiving $46.5M | Enrichment claim duplicative given contract-based relief | Affirmed dismissal of unjust enrichment claim |
| Whether Count VI for declaratory relief about earnouts was properly dismissed for lack of pleaded delegation | There was a potential delegation of duties to Active Network | Pleading insufficient to establish delegation | Dismissed Count VI for lack of viable delegation theory |
| Whether unresolved warranty and good-faith/fair-dealing claims could be reviewed on appeal | These claims remain as to-be-decided issues | These claims are not finally adjudicated | No final judgment on these claims; remainder dismissed for lack of Rule 54(b) certification; remanded for further proceedings |
Key Cases Cited
- Ark. Blue Cross & Blue Shield v. Little Rock Cardiology Clinic, P.A., 551 F.3d 812 (8th Cir. 2009) (court must independently determine jurisdiction even if parties agree to waiver)
- 4:20 Commc'ns, Inc. v. Paradigm Co., 336 F.3d 775 (8th Cir. 2003) (jurisdictional analysis for Rule 54(b) decisions)
- Huggins v. FedEx Ground Package Sys., Inc., 566 F.3d 771 (8th Cir. 2009) (rejects implied or waived jurisdiction; Rule 54(b) requires careful scrutiny)
- Interstate Power Co. v. Kansas City Power & Light Co., 992 F.2d 804 (8th Cir. 1993) (standard for evaluating 54(b) final judgments balancing equities and judicial efficiency)
- Curtiss-Wright Corp. v. Gen. Elec. Co., 446 U.S. 1 (1980) (finality and )
- Brown v. Medtronic, Inc., 628 F.3d 451 (8th Cir. 2010) (guidance on considering pleadings outside the complaint in Rule 12(b)(6))
- Brown v. Medtronic, Inc., ... (...) (reference to Twombly standard for pleading)
- Indiana Harbor Belt R.R. Co. v. Am. Cyanamid Co., 916 F.2d 1174 (7th Cir. 1990) (finality and related considerations in similar contexts)