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Loftness Specialized Farm Equipment, Inc. v Twiestmeyer

Case No. 12-4049 (C.A. 8, Feb. 11, 2014)

Loftness Specialized Farm Equipment, Inc. (“Loftness”) brought this declaratory judgment action against Terry Twiestmeyer, Steven Hood, and Twiestmeyer & Associates, Inc. (“T&A”). Twiestmeyer, Hood, and T&A then asserted counterclaims against Loftness for, as relevant here, unjust enrichment and breach of two contracts. The district court granted Loftness’s motion to dismiss the unjust enrichment counterclaim. The district court then granted Loftness’s motion for summary judgment on the breach of contract counterclaims and entered judgment for Loftness on its claim for declaratory judgment. We vacate and remand in part and affirm in part.

I. Background



Loftness manufactures and sells farming equipment and has its principal place of business in Minnesota. Twiestmeyer and his wife own T&A, which markets and sells grain bagging equipment on behalf of Loftness. Hood’s company, Hood & Company, Inc., serves as a sales representative for Loftness.

In 2007, Twiestmeyer and Hood approached Loftness with an idea for a new line of grain bag loaders and unloaders for Loftness to manufacture and sell. At that time, Twiestmeyer and Hood were selling grain bagging equipment that was manufactured in Argentina. This sales experience provided them with knowledge about the market for grain bagging equipment and insight into possible improvements to the Argentinian-made equipment. Twiestmeyer and Hood met with representatives of Loftness on May 15, 2007 to pitch this new product line. Prior to this meeting, Loftness did not manufacture grain bagging equipment and was not considering doing so. Before discussing Twiestmeyer and Hood’s proposal, T&A and Loftness signed a non-disclosure agreement (“NDA”). Neither Twiestmeyer nor Hood are identified as parties to the NDA. Pursuant to the NDA, Loftness agreed it would “keep in confidence all Confidential Information” and would “not directly or indirectly disclose to any third party or use for its own benefit, or use for any purpose other than the Project, any Confidential Information it receives from [T&A].” Loftness further agreed not to use T&A’s “confidential information in any way that could be construed as being competitive of [T&A’s] business for a period of twenty (20) years after the effective date of this Agreement.” The NDA defined “Confidential Information” as “[s]uch information that [T&A] considers to be proprietary and/or confidential” and provided a non-exhaustive list of types of such information.
 

 

Judge(s): Raymond Gruender
Jurisdiction: U.S. Court of Appeals, Eighth Circuit
Related Categories: Contracts , Trade Secret
 
Circuit Court Judge(s)
Arlen Beam
Raymond Gruender
Bobby Shepherd

 

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an argument not raised before the district court when “the argument involves a purely the information, id.—presumably the act of entering the contract. the tort of twiestmeyer, hood, and t&a also appeal the district court’s grant of the statute of frauds. accordingly, there was no duration that was expressed or that f.3d 1198, 1199 (8th cir. 2013), affirming if “there is no genuine dispute as to any disclose to any third party or use for its own benefit, or use for any purpose other than loftness’s failure to make the two-percent override payments, this issue is governed -9- two-percent override payments, a determination that twiestmeyer, hood, and t&a of the nda. although we may affirm the district court’s judgment on any basis (declining to read agreements together because “the parties to these instruments are sells grain bagging equipment on behalf of loftness. hood’s company, hood & for the district court to address these issues in the first instance”); williams v. target contract that loftness could and did terminate at will with reasonable notice. may 2008 agreement, making unjust enrichment an unavailable remedy. see u.s. that twiestmeyer, hood, and t&a’s claim failed the third part of this test because they made no effort to keep their ideas and information confidential. was no express duration for the extension of the may 2008 agreement, as constituted a breach of the non-compete provision of the nda. because it would be to mention, much less analyze, the relevant provisions of the nda, especially 2008 agreement. the district court dismissed this counterclaim because the p. 56(a). “the non-moving party receives the benefit of all reasonable inferences equitable estoppel applies here because it is not a purely legal issue and injustice was so because “unjust enrichment should not be invoked merely because a party has grounds by hunt v. ibm mid am. emps. fed. credit union, 384 n.w.2d 853, 858-59 statute of frauds states, in relevant part, that an agreement “that by its terms is not to one hand, and information protected by a non-compete clause in a contract, on the percent override after the expiration of the may 2008 agreement’s two-year term market. after this meeting, representatives of loftness traveled to arkansas and b. breach of the may 2008 agreement following the may 2007 meeting, the parties discussed how twiestmeyer and unjust enrichment counterclaim. the district court then granted loftness’s motion associates, inc., 278 n.w.2d 81, 89-90 (minn. 1979), which states the common law concepts, inc. v. irie enters., inc., 530 n.w.2d 539, 543 (minn. 1995) (emphasis minnesota law. specified a duration of two years. business relationship.” (emphasis added). see anchor cas. co., 82 n.w.2d at 54 in full.”). twiestmeyer, hood, and t&a disagree, arguing that loftness could have terry twiestmeyer; steven hood; twiestmeyer & associates, inc. two additional clutches to the argentinian grain bag unloader. loftness also equitable remedies like unjust enrichment are not available. servicemaster of st. it should be held accountable.” thus, the core of twiestmeyer, hood, and t&a’s granted with respect to the unjust enrichment counterclaim. loftness subsequently -2- must be interpreted in a way that gives all of its provisions meaning.” current tech. to theargentinian-madeequipment. twiestmeyerand hood metwithrepresentatives -14- must allege that a party was unjustly enriched in the sense that the term ‘unjustly’ asserted counterclaims against loftness for, as relevant here, unjust enrichment and argentinian-made equipment, and the timing for bringing such a product line to -7- a matter best left to the district court to consider in the first instance upon remand”). and confidential information and one based upon the breach of a non-compete if it is capable of full performance within one year. see id.; eklund v. vincent brass could mean illegally or unlawfully.” schaaf v. residential funding corp., 517 f.3d “a continuing course of conduct” by the party seeking to protect the information; that court decide the issue . . . before we address it”); lafarge n. am., inc. v. discovery by the may 2008 agreement. this dispute, then, is governed by the nda and the for the eighth circuit ____________ as understood by twiestmeyer and hood is unenforceable under the statute of frauds. &aluminum co.,351 n.w.2d 371, 375-76 (minn. ct. app. 1984), overruled on other equipment in 2008. created an implied-in-fact contract that loftness could and did terminate at will with other.” benson v. co-op. creamery ass’n v. first dist. ass’n, 151 n.w.2d 422, 426 manufactured in argentina. this sales experience provided them with knowledge ___________________________ reasonable notice. citing the rule that a contract is not terminable at will if a duration made a bad bargain.” id. here, twiestmeyer and hood proposed to loftness that the summary judgment on alternative bases because “we believe it would be beneficial counterclaim. having struck this deal, twiestmeyer, hood, and t&a cannot rewrite for summary judgment on the breach of contract counterclaims and entered judgment hood, and t&a then asserted counterclaims against loftness for unjust enrichment, “the general rule is that a contract having no definite duration expressed or which if the parties’ agreement is not “in writing,” then the agreement is enforceable only defendants - appellants even if we accept twiestmeyer, hood, and t&a’s position that the parties cloud v. gab bus. servs., inc., 544 n.w.2d 302, 305 (minn. 1996). “[e]quitable twiestmeyer, hood, and t&a argue for the first time on appeal that equitable2 on thepurported extension, and becauseloftness’sconductcreatedanimplied-in-fact -5- that loftness’s representatives assured them that the brandt deal would be a “good gruender, circuit judge. twiestmeyer, hood, and t&a’s claim, however, is premised upon loftness’s does not apply here. to begin with, the nda predates the may 2008 agreement by (holding that an oral agreement providing for a minimum of two years’ employment clause to protect information requires “a single act” by the party seeking to protect legal issue in which no additional evidence or argument would affect the outcome of within one year. if loftness did so, they assert, loftness’s obligations under the the nda was signed, leaving a duration of approximatelyseventeen years. however, loftness’s representatives is, for the reasons discussed above, unenforceable under misappropriation of trade secrets and confidential information. minnesota law at the parties’ initial meeting in may 2007, twiestmeyer and hood testified declaratory judgment action against terry twiestmeyer, steven hood, and affirm in part. twiestmeyer, hood, and t&a disagree, arguing that they are left without an twiestmeyer and hood admit that they never specifically discussed the duration of that its actions with respect to the brandt deal did not violate the non-compete clause as parties to the nda. pursuant to the nda, loftness agreed it would “keep in opportunities, the parties will execute a separate written agreement to govern such these discussions culminated with an agreement signed on may 21, 2008 (the “may enrichment should not be invoked merely because a party has made a bad bargain.” provided a non-exhaustive list of types of such information. the counterclaim for breach of the may 2008 agreement, and affirm the dismissal of can be fairly implied, e.g., 17b c.j.s. contracts § 603 (2013), twiestmeyer, hood, could be construed as being competitive of [t&a’s] business” and the nda’s states, 942 f.2d 1311, 1314-15 (8th cir. 1991). we do not consider whether two claims separately and decided the latter claim based upon the language of the (analyzing oral extension of agreement under statute of frauds). the minnesota breach of two contracts. the district court granted loftness’s motion to dismiss the the district court derived this test from cherne industrial, inc. v. grounds & remain in effect. for example, if loftness decided to start selling grain bagging alleged breach of the non-compete provision of the nda, not the tort of relief cannot be granted where the rights of the parties are governed by a valid seventeen-year extension. even though loftness wouldno longerbe making the two- unenforceable under the statute of frauds, because there was no meeting of the minds -11- loftness specialized farm equipment, inc. (“loftness”) brought this proceedings consistent with this opinion, affirm the grant of summary judgment on loftness continuedmaking the two-percent override payments to twiestmeyer in granting summary judgment to loftness, the district court applied a three- loftness’s agreement not to use t&a’s “confidential information in any way that specified a different duration. doing so would contradict the rule that “[a] contract two-percent override after the expiration of the may 2008 agreement’s two-year twiestmeyer, hood, and t&a also appeal the district court’s dismissal of their seventeen-year extension would cease. halting the production and sale of grain is unenforceable under the statute of frauds); eklund, 351 n.w.2d at 375 (“even if discussed above, the nda does not provide an express duration. moreover, the confidentiality provisions of the nda. and to the extent that they complain about and from strategic directions group, inc. v. bristol-myers squibb co., 293 f.3d -12- misappropriation of trade secrets and confidential information and a claim for breach information protected by cherne’s common law standard and by the mutsa, on the ideas and information, this issue is governed by the non-compete clause and the the districtcourt concluded that twiestmeyer,hood, andt&awerenot entitled so. before discussing twiestmeyer and hood’s proposal, t&a and loftness signed unjust enrichment counterclaimappears to be that loftness hasbeenunjustlyenriched definition of “confidential information” as “[s]uch information that [t&a]considers 2008 agreement. in cady v. bush, the minnesota supreme court rejected an alternative basis for affirmance because “we would benefit from having the district the extent that twiestmeyer, hood, and t&a complain about loftness’s use of their that they informed loftness about the market for grain bagging equipment, the need judgment. twiestmeyer, hood, and t&a timely appealed. a. breach of the non-disclosure agreement (nda) confidential information, the district court should have interpreted and applied the part test for the tort of misappropriation of trade secrets and confidential information. twiestmeyer, moreover, concedes that loftness did not say that it was extending the may be implied is terminable by either party at will upon reasonable notice to the loftness’s motion for summary judgment on the counterclaimfor breach of the nda. on appeal, the parties do not challenge the district court’s decision to apply1 the alleged oral agreement. see roaderick, 208 n.w.2d at 763. -13- would not otherwise result. loftness specialized farm equipment, inc. [a]greement” or anything of that nature. ____________ other hand. id. at 901. the electro-craft court explained that using a non-compete together and each will be construed with reference to the other.” anchor cas. co. v. unenforceable under the statute of frauds because it cannot be fully performed within year duration out of the may 2008 agreement simply because an earlier agreement united states court of appeals in 2007, twiestmeyer and hood approached loftness with an idea for a new twiestmeyer, hood, and loftness are identified as parties to the may 2008 ii. discussion seventeen more years. as further evidence of the parties’ intent to extend the may and hood until early 2011, even though the may 2008 agreement’s initial two-year term of the may 2008 agreement. 1062, 1064 (8th cir. 2002), which recites the test for claims brought under the the purported seventeen-year extension within one year is impossible, the extension so long as it is possible. see id.2 for such equipment in the united states, their suggested improvements to the v. ramier, 311 n.w.2d 502, 504 (minn. 1981)) (internal quotation marks omitted). deal for all of us” and a “win-win” and that loftness would continue making the two- see bolander v. bolander, 703 n.w.2d 529, 538, 547 (minn. ct. app. 2005) concern different aspects of different parties’ relationships, a conclusion that the3 ____________ (minn. 1967) (emphasis added); see also w.k.t. distrib. co. v. sharp elec. corp., cady v. bush, 166 n.w.2d 358, 362 (minn. 1969). a non-disclosure agreement (“nda”). neither twiestmeyer nor hood are identified time, twiestmeyer and hood were selling grain bagging equipment that was may 2008 agreement or anything of that nature. nevertheless, based on the not the same, and the plain provisions of the [instruments] are incompatible”). in the counterclaim for unjust enrichment incorporates all of the allegations made -10- the case” or where injustice might otherwise result. universal title ins. co. v. united moved for summaryjudgment on thecounterclaims forbreach of thenda and breach for loftness on its claim for declaratory judgment. we vacate and remand in part and agreed not to uset&a’s “confidential information in anywaythat could be construed “[s]uch information that [t&a] considers to be proprietary and/or confidential” and terms of the nda. see cherne indus., 278 n.w.2d at 88-89. although the district the employee [in roaderick] died within a year, the contract would not be performed twiestmeyer, hood, and t&a next assert that the parties orally extended the b. dobbs, law of remedies § 4.1(2), at 558 (2d ed. 1993)). moreover, “unjust even though the plaintiff could not sue successfully for breach of contract. 166 this counterclaim for further proceedings. of loftness on may 15, 2007 to pitch this new product line. prior to this meeting, remaining term of the nda. at that time, approximately three years had passed since testified that loftness’s representatives did not say “we are extending the may 2008 filed: february 11, 2014 twiestmeyer and hood concede that the parties did not discuss a duration, and as duration of the may 2008 agreement had been extended to coincide with the assurances that loftness would continue making the two-percent override payments that extends the two-year duration of the may 2008 agreement to a total term of -6- showing that there is a genuine issue for trial.’” atkinson v. city of mountain view, unjust enrichment counterclaim. we review de novo a district court’s grant of a summaryjudgment on the counterclaimfor breach of the ndaand remand for further given the basis for the district court’s decision, the parties did not comprehensively ___________________________ developed a grain bag loader. loftness began manufacturing and selling this payments. at approximately the same time, twiestmeyer and hood presented issue, even though the parties argued it, because it “was not decided below” and “is ______________________________ agreement. meeting-of-the-minds issue because the oral extension of the may 2008 agreement before gruender, beam, and shepherd, circuit judges. twiestmeyer and hood, incorporated several of their ideas, including the addition of loftness then developed a prototype of a grain bag unloader, which according to an extension of the may 2008 agreement with loftness’s representatives. twenty years. for this proposition, they rely on the general rule that “where contracts can be implied, meaning that loftness could terminate the two-percent override were granted to them under the plain provisions of their written agreement”). this -4- loftness did not manufacturegrainbagging equipmentandwasnotconsidering doing payments at will with reasonable notice. see id.; benson, 151 n.w.2d at 426. the the district court also found that loftness’s continued payment of the two- i. background confidence all confidential information” and would “not directly or indirectly v. summary judgment and entered judgment for loftness on its claim for declaratory is entitled to under a contract or otherwise.’” schaaf, 517 f.3d at 554 (quoting 1 dan district court determined that loftness gave reasonable notice before terminating the nda itself confirms by providing that “[i]f the parties desire to pursue business bagging equipment, however, does not equate to full performance of the alleged -8- is unenforceable under the statute of frauds. thus, no action can be maintained on no. 12-4049 standard forthetort of misappropriation of trade secrets and confidential information, contract.” u.s. fire ins. co. v. minn. st. zoological bd., 307 n.w.2d 490, 497 aboutthemarket forgrain bagging equipment andinsightinto possibleimprovements court to consider an alternative argument in the first instance, we may remand the (minn. 1981). to state a claim for unjust enrichment, “the plaintiff must plead more more than one year. see alpha real estate co. of rochester v. delta dental plan of supported by the evidence, but has ‘the obligation to come forward with specific facts (minn. 1986). it does not matter whether full performance within one year is likely id. percent override payments under this scenario, the seventeen-year extension would into the brandt deal and by sharing information with brandt without continuing to loftness breached the may 2008 agreement or any extension thereof. we therefore loftness manufactures and sells farming equipment and has its principal place by its continued use of their ideas and information without compensating them. to n.w.2d at 362 (explaining that the defendant “did no more than exercise rights which loftness’s motion for summaryjudgment on their counterclaimfor breach of the may 544, 554 (8th cir. 2008) (alteration in original) (quoting first nat’l bank of st. paul submitted: october 23, 2013 of this counterclaim. see u.s. fire ins. co., 307 n.w.2d at 497. material fact and the movant is entitled to judgment as a matter of law.” fed. r. civ. to be proprietary and/or confidential.” they argue that loftness breached the non-compete clause of the nda by entering obligated to make the two-percent override payments. because full performance of twombly, 550 u.s. 544, 570 (2007)). agreement” (the “two-percent override payments”). the may 2008 agreement brief or argue whether loftness’s actions in connection with the brandt deal related products, except grain bags, sold by loftness during the term of the stopped manufacturing and selling grain bagging equipment at any time, including loftness then brought this action, seeking a declaratory judgment that it has may 2008 agreement have a two-year term—a fact pled in support of their casualty, in part, because the relevant agreements “were entered into successively relating to the same transaction are put into several instruments they will be read company, inc., serves as a sales representative for loftness. w[ere] already argentinean made machines being sold in north america, and it was nebraskatoexaminethe argentinian-madeequipment. loftnessthereafterconcluded analogous argument byconcluding thatunjust enrichment was anunavailable remedy loaders and unloaders for brandt to sell as brandt equipment, and brandt would it via unjust enrichment. see id. (“nor is it within the province of equity to rewrite or abrogate contracts . . . .”). because the rights and the obligations of the parties bird island produce, inc., 82 n.w.2d 48, 54 (minn. 1957). this rule of construction plaintiff - appellee line of grain bag loaders and unloaders for loftness to manufacture and sell. at that misappropriation of trade secrets and confidential information, by contrast, requires override payments. loftness did not sign this revised agreement. c. unjust enrichment obvious that there were shortfalls in those machines that [loftness] could fix.” motion to dismiss, construing all reasonable inferences in favor of the non-moving of a covenant not to compete. 278 n.w.2d at 88-91. the cherne court analyzed the governed by “various contracts.” so long as an adequate legal remedy exists, make the two-percent override payments. we review de novo a district court’s grant twiestmeyer & associates, inc. (“t&a”). twiestmeyer, hood, and t&a then as being competitive of [t&a’s] business for a period of twenty (20) years after the the project, any confidential information it receives from [t&a].” loftness further we need not reach whether there is a genuine issue of material fact on the that “[i]t appeared that there was [an] opportunity to sell this equipment. there only t&a and loftness are identified as parties to the nda, while only3 adequate legal remedy if, as we determine above, loftness did not breach the may and t&a urge that summary judgment was inappropriate on this issue. we disagree. matter to the district court. see id. (remanding to the district court to consider an court stated that its decision was made “pursuant to” the nda, the district court failed effective date of this agreement.” the nda defined “confidential information” as beneficial for the district court to consider this issue in the first instance, we remand stores, 479 f. app’x 26, 28 (8th cir. 2012) (unpublished) (declining to consider an writing, and subscribed by the party charged therewith.” minn. stat. § 513.01. thus, equipment again during the seventeen-year period, then loftness again would be had been orally extended for the remaining term of the nda, or for approximately for the district of minnesota - minneapolis “thus, unjust enrichment does not occur when a defendant is ‘enriched by what he breach of the nda, and breach of the may 2008 agreement. loftness moved to manufacture grain bag augers for loftness to sell. twiestmeyer and hood testified “brandt deal”). pursuant to the brandt deal, loftness would manufacture grain bag agreement, or some note or memorandum thereof, expressing the consideration, is in addition, twiestmeyer, hood, and t&a’s argument would require us to read the two- fulfilled its duties under the nda and the may 2008 agreement. twiestmeyer, distinguishes between a claimbased upon the tort of misappropriation of trade secrets one year. roaderick v. lull eng’g co., inc., 208 n.w.2d 761, 763-64 (minn. 1973) and that the brandt deal would be a “good deal for all of us” and a “win-win,” iii. conclusion minnesota uniform trade secrets act (“mutsa”). the district court determined1 in support of the counterclaims for breach of the nda and for breach of the may a deal that loftness had reached with brandt agricultural products limited (the (8th cir. 2010)). receive “monies to which it is not entitled,” “cannot equitably keep,” and “for which dismiss these counterclaims for failure to state a claim, which the district court twiestmeyer, hood, and t&a first appeal the district court’s grant of 2008 agreement”) in which loftness agreed to pay twiestmeyer and hood “a two 3, 2010, representatives of loftness called twiestmeyer and hood to inform them of may 2008 agreement during their phone conversations on may 3, 2010. orally extended the may 2008 agreement for seventeen years, such an extension is factual matter, accepted as true, to ‘state a claim to relief that is plausible on its 2008 agreement. the unjust enrichment counterclaim then alleges, without instead of applying the test for the tort of misappropriation of trade secrets and and not contemporaneously”). moreover, the nda and the may 2008 agreement added). for these reasons, we decline to read the nda as a writing that extends the estoppel prevents application of the statute of frauds. we have discretion to consider the unjust enrichment counterclaim. due to our resolution of the counterclaim for supported by the record, we are not required to do so. schweiss v. chrysler motor twiestmeyer and hood contend that they understood that the may 2008 agreement less than three weeks before the may 2008 agreement was to expire, on may minn., 664 n.w.2d 303, 313 (minn. 2003) (declining to apply the rule from anchor were governed by the nda and the may 2008 agreement, we affirm the dismissal (8th cir. 2012). “to survive a motion to dismiss, a complaint must contain sufficient percent (2%) override of the dealer net price on all grain bagging equipment and affirm the grant of summary judgment on this counterclaim. corp., 922 f.2d 473, 476 (8th cir. 1990). when it would be beneficial for the district than that one party benefit[ted] from the efforts or obligations of others, but instead relevant contract. id. furthermore,in electro-craft corp.v.controlled motion, inc., fire ins. co., 307 n.w.2d at 497. from their telephone conversations with loftness’s representatives was that the appeal from united states district court twiestmeyer and hood admit that they did not discuss explicitly the duration of any to plead unjust enrichment in the alternative because the parties’ relationships were ____________ 2008 agreement,twiestmeyerand hood relyon loftness’scontinued payment of the of business in minnesota. twiestmeyer and his wife own t&a, which markets and be performed within one year fromthe making thereof” is unenforceable “unless such provision in a contract. in cherne, for example, the plaintiff brought a claim for for the reasons set forth above, we vacate the district court’s order granting 746 f.2d 1333, 1335 (8th cir. 1984) (same and interpreting minnesota law). there of summary judgment, m &i marshall &ilsley bank v. sunrise farm dev., llc, 737 twiestmeyer and hood of loftness’s intention to terminate the two-percent override hood would be compensated for their role in developing loftness’s new product line. implied duration that twiestmeyer and hood understood from their discussions with extension of the may 2008 agreement with loftness’s representatives. twiestmeyer percent override payments. twiestmeyer and hood testified that their understanding face.’” ashcroft v. iqbal, 556 u.s. 662, 678 (2009) (quoting bell atl. corp. v. -3- do not dispute. accordingly, there is no genuine issue of material fact as to whether loftness with a revised agreement providing for a continuation of the two-percent of the may 2008 agreement. the district court granted loftness’s motion for loftness urges us to affirmthe district court’s judgment on the alternative basis twiestmeyer, hood, and t&a first argue that the nda qualifies as a “writing” is, the party must make reasonable efforts to maintain the secrecy of the information. term had expired in may 2010. in january 2011, a representative of loftness advised group, llc, 574 f.3d 973, 986 n.9 (8th cir. 2009) (declining to affirm the grant of elaboration, that loftness breached its “common law duties” and received or will term. 332 n.w.2d 890 (minn. 1983), the minnesota supreme court distinguished between for declaratory judgment. 709 f.3d 1201, 1207 (8th cir. 2013) (quoting dahl v. rice cnty., 621 f.3d 740, 743 breach of the nda, we vacate the district court’s judgment for loftness on its claim extension of the may 2008 agreement as understood by twiestmeyer and hood was party. retro television network, inc. v. luken comm’ns, llc, 696 f.3d 766, 768


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