Rita Lamoureux v. MPSC, Inc., 2017 U.S. App. LEXIS 3465

MPSC, a Minnesota meat-processing start-up, granted an investor (John Lamoureux) an investment agreement in 1987: $150,000 in exchange for $1.50 per animal processed (up to 500 animals/day, 260 days/year) "as long as this agreement remains in effect."
The agreement lists only three termination events: (a) MPSC’s dissolution/bankruptcy/receivership; (b) death of the holder with no locatable survivor(s); and (c) termination by written agreement of MPSC and the holder(s). No fixed termination date appears.
The contract also states there shall be no restriction on transfer of the rights granted by the agreement.
Decades later MPSC decided the agreement was indefinite and tried to terminate it at will after giving notice; Lamoureux had died and his widow Rita (the assignee) sued for breach when payments stopped.
The district court granted summary judgment for Rita, holding the agreement required continued payments until a listed termination event occurred because MPSC’s decision to process meat (which triggers payments) was within MPSC’s control.
The Eighth Circuit affirmed, applying Minnesota law and concluding the contract unambiguously imposed continuing royalty obligations until an express termination event occurred.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the investment agreement is terminable at will because it lacks a definite duration	Rita: the contract creates an enforceable right to royalties that continue until an express termination event occurs	MPSC: absence of a termination date makes the contract indefinite and courts should imply an at-will termination term	Court: The contract is not indefinite; because performance is conditioned on MPSC’s conduct (processing meat) the agreement continues until an express termination event occurs; no at-will term supplied

Dykes v. Sukup Mfg. Co., 781 N.W.2d 578 (Minn. 2010) (contract interpretation requires examining the instrument as a whole to ascertain intent)
Motorsports Racing Plus, Inc. v. Arctic Cat Sales, Inc., 666 N.W.2d 320 (Minn. 2003) (words given meaning according to the contract’s obvious purpose)
Rosenberg v. Heritage Renovations, LLC, 685 N.W.2d 320 (Minn. 2004) (contracts without definite expiration may be terminable at will; employment contracts are presumptively at-will)
Benson Co-op. Creamery Ass’n v. First Dist. Ass’n, 151 N.W.2d 422 (Minn. 1967) (contract duration is not indefinite when performance depends on obligee’s status within obligor’s control)
Minn. Deli Provisions, Inc. v. Boar’s Head Provisions Co., 606 F.3d 544 (8th Cir. 2010) (Minnesota law does not permit unilateral termination at will where contract continues "so long as" one party performs)
Southern Wine & Spirits of Nevada v. Mountain Valley Spring Co., 646 F.3d 526 (8th Cir. 2011) (contract terminating upon occurrence of specified events can have a definite duration)
Trient Partners I Ltd. v. Blockbuster Entertainment Corp., 83 F.3d 704 (5th Cir. 1996) (contrasting authority holding certain agreements with listed termination events terminable at will under Texas law)