643 F.3d 1115 (8th Cir. 2011), 10-2282, Outdoor Cent., Inc. v. GreatLodge.com, Inc.

Docket Nº:10-2282, 10-2401.
Citation:643 F.3d 1115
Opinion Judge:BENTON, Circuit Judge.
Party Name:OUTDOOR CENTRAL, INC.; The Central Trust Bank, Plaintiffs-Appellees, v. GREATLODGE.COM, INC., Defendant-Appellant, The Active Network, Inc., Cross-Defendant-Appellee.
Attorney:Jeremy Root, argued, Charles W. Hatfield, on the brief, Jefferson City, MO, for appellant. Jane Drummond, argued, Dale C. Doerhoff and Heidi Doerhoff Vollet, on the brief, Jefferson City, MO, for appellee.
Judge Panel:Before GRUENDER, BENTON, and SHEPHERD, Circuit Judges.
Case Date:July 11, 2011
Court:United States Courts of Appeals, Court of Appeals for the Eighth Circuit
 
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643 F.3d 1115 (8th Cir. 2011)

OUTDOOR CENTRAL, INC.; The Central Trust Bank, Plaintiffs-Appellees,

v.

GREATLODGE.COM, INC., Defendant-Appellant,

The Active Network, Inc., Cross-Defendant-Appellee.

Nos. 10-2282, 10-2401.

United States Court of Appeals, Eighth Circuit.

July 11, 2011

Submitted: Feb. 24, 2011.

As Corrected Aug. 4, 2011.

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[Copyrighted Material Omitted]

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Jeremy Root, argued, Charles W. Hatfield, on the brief, Jefferson City, MO, for appellant.

Jane Drummond, argued, Dale C. Doerhoff and Heidi Doerhoff Vollet, on the brief, Jefferson City, MO, for appellee.

Before GRUENDER, BENTON, and SHEPHERD, Circuit Judges.

BENTON, Circuit Judge.

Central Trust Bank and its wholly-owned subsidiary Outdoor Central, Inc. (collectively " Central Bank" ), sued GreatLodge.Com, Inc., over the sale of an automated hunting and fishing licensing system. GreatLodge counterclaimed, and also cross-claimed against The Active Network, Inc. The district court awarded Central Bank $965,000 in damages and certified several orders as final under Fed.R.Civ.P. 54(b). Both GreatLodge and Central Bank appeal. This court dismisses in part and affirms in part.

I.

In 2004, Central Bank was seeking a partner to provide automated licensing services to state fish-and-game agencies. Central Bank purchased GreatLodge's assets for $965,000. By Section 7 of the purchase agreement, GreatLodge could receive further " earnout" payments depending on future performance. After the GreatLodge system showed signs of trouble, Central Bank spent significant resources salvaging it. The Bank later sold the system and other assets to Active Network for about $46.5 million.

In 2008, Central Bank sued GreatLodge in state court, alleging it misrepresented the capabilities and costs of its software system, as well as information about key programming personnel. GreatLodge removed the case to federal court, counterclaimed against Central Bank, and cross-claimed against Active Network. The district court granted Active Network's motion to dismiss. Central Bank and GreatLodge

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each moved for summary judgment, which the district court granted in part and denied in part.

The case went to a bench trial on Central Bank's Second Amended Complaint. The three claims were styled: " Damages for Fraud in the Inducement," " Damages for Breach of Express and Implied Warranties," and " Declaratory Judgment and Equitable Relief." The third claim centered on GreatLodge's alleged breach of the covenant of good faith and fair dealing. It sought restitution of the purchase price and a declaration that Central Bank had no duty to pay earnouts to GreatLodge. The district court and the parties agreed that the trial would center on the fraud issue, with damages determined later. After trial, the district court found that GreatLodge had committed fraud, and " since GreatLodge fraudulently induced Central Bank to enter into the Contract, Central Bank does not owe GreatLodge any ‘ earnout’ payments under the Contract and plaintiff Central Bank is entitled to judgment in its favor on Count III." The court further ordered " that all of defendant's Counterclaims are denied."

The district court awarded Central Bank $965,000, and designated its post-trial Order as a final judgment pursuant to Rule 54(b). Included in the Rule 54(b) certification was the dismissal of GreatLodge's counterclaims and cross-claim. The district court also designated as final its Order ruling for Central Bank on Count III. According to the district court, the claims remaining to be adjudicated " are [Central Bank]'s claims for breach of the...

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