The Grandoe Corporation v. Gander Mountain Company
2014 U.S. App. LEXIS 14766
| 8th Cir. | 2014Background
- Gander Mountain reneged on a oral promise to buy $3.05M of Grandoe gloves; Grandoe sued and a jury awarded $1,557,284.40; prejudgment interest of $572,389.20 was added for a total award of $2,129,673.60.
- Gander Mountain posted the Vendor Buying Agreement (VBA) in 2007, disclaiming any orders unless expressly written; it claimed the VBA superseded prior negotiations.
- The RAC was signed later and described as an integration-type document for discounts/terms in future manufacturing arrangements; it did not itself bind gloves sales.
- Grandoe never signed the VBA; Gander Mountain argued Grandoe assented to the VBA via email notification and acceptance of a first purchase order, but evidence was weak.
- Trial evidence included VBA, RAC, and the oral agreement; the district court instructed the jury that a contract could consist of multiple documents and both written and oral terms could form the agreement.
- On appeal, the Eighth Circuit affirmed the denial of JML/new trial and upheld prejudgment interest.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether VBA and RAC render the oral contract void as a matter of law | Grandoe did not assent to VBA; parol evidence should show the oral contract could coexist | VBA disclaims oral contracts and RAC is final expression | No, jury could resolve contract formation; VBA/RAC not determinative as a matter of law |
| Whether Grandoe assented to the VBA | Grandoe accepted terms via purchase orders and prior conduct | Grandoe remained silent and consent was unreasonable | Reasonable jury could find no assent; evidence insufficient to bind Grandoe to VBA |
| Whether RAC is a final expression that bars prior oral terms under parol evidence | RAC is not the final contract for glove purchase and does not bar oral agreement | RAC contains integration clause and final expression | RAC did not render oral agreement inadmissible as to gloves; parol evidence not precluded |
| Whether prejudgment interest was properly awarded | Damages readily ascertainable from Grandoe’s known production and resale potential | Damages not readily ascertainable due to mitigation and contingencies | Determination not clearly erroneous; damages were readily ascertainable under Minnesota law |
Key Cases Cited
- Minn. Supply Co. v. Raymond Corp., 472 F.3d 524 (8th Cir. 2006) (existence of contract question typically for jury; contract formation precedes parol evidence issues)
- Shaw Hofstra & Assocs. v. Ladco Dev., Inc., 673 F.3d 819 (8th Cir. 2012) (whether contract terms are ambiguous and parol evidence rule applies)
- Bib Audio-Video Prods. v. Herold Mktg Assoc., Inc., 517 N.W.2d 68 (Minn. App. 1994) (parol evidence rule and integrated agreements under Minnesota law)
- Estate of Korby v. Comm’r, 471 F.3d 848 (8th Cir. 2006) (precedents on reviewing implied contracts and admissibility of evidence)
- Willner v. Univ. of Kan., 848 F.2d 1020 (10th Cir. 1988) (recognizes limits on integrating multiple documents into a single final contract)
- Hough v. Harvey, 410 N.W.2d 53 (Minn. Ct. App. 1987) (reasonableness of contract modifications and incorporation of terms)
- Old Chief v. United States, 519 U.S. 172 (1997) (limits on evidence exclusion and stipulations in trials)
- Matthew v. Unum Life Ins. Co. of Am., 639 F.3d 857 (8th Cir. 2011) (standards for determining readily ascertainable damages for prejudgment interest)