Latest Case: Hampton v. Kohler (Contracts)

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Hampton v. Kohler

Docket: 19-2837

Opinion Date: February 23, 2021

Judge: James B. Loken

Areas of Law: Contracts

Plaintiff filed suit against defendant, former president of Milestone Systems, for refusing to pay plaintiff his pro-rata share of "Post-Closing Amounts" paid by Kudelski pursuant to its April 2016 cash purchase of Milestone's outstanding stock. The Eighth Circuit affirmed the district court's grant of summary judgment to defendant. Interpreting the plain language of the agreements at issue, the court concluded that no reasonable factfinder could find that plaintiff was terminated by Kudelski without cause. In this case, the district court correctly concluded, as a matter of law, that plaintiff's failure to meet the requirements of Section 3 of the Post-Closing Amount was a material breach of an unambiguous term of the contract. Therefore, plaintiff was ineligible for payment.