Harper Enterprises v. Aprilia World Services USA , 270 F. App'x 458 ( 2008 )

United States Court of Appeals
FOR THE EIGHTH CIRCUIT
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No. 07-2500
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Harper Enterprises, Inc., *
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Appellee, * Appeal from the United States
* District Court for the
v. * Western District of Missouri.
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Aprilia World Service USA, Inc., * [UNPUBLISHED]
*
Appellant. *
*
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Submitted: March 14, 2008
Filed: March 21, 2008
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Before WOLLMAN, HANSEN, and MELLOY, Circuit Judges.
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PER CURIAM.
Aprilia World Service USA, Inc. ("Aprilia") appeals the judgment of the district
court1 granting the motion of Harper Enterprises, Inc. ("Harper") to enforce a
settlement agreement. We affirm.
1
The Honorable Ortrie D. Smith, United States District Judge for the Western
District of Missouri.
The underlying suit in this diversity case was brought against Aprilia by six of
its current or former motorcycle dealers, including Harper. The dealers sought to
remedy allegedly wrongful acts based upon price discrimination, intentional
interference with prospective business advantage, breach of warranty, and coercion.
Harper's business includes selling rare and obsolete motorcycle parts, and Harper
claimed that Aprilia failed to deliver to Harper certain spare parts in breach of their
contract. Aprilia asserted counterclaims of defamation and tortious interference with
business relationships, and all plaintiffs except for Harper stipulated to the dismissal
of their claims with prejudice.
Harper and Aprilia thereafter engaged in discovery and, ultimately, settlement
negotiations. While their earlier settlement negotiations proved unsuccessful, the
parties entered into a Mutual Release and Settlement Agreement on April 26, 2007,
wherein Aprilia agreed to pay a sum of money and to deliver parts to Harper in
consideration for the release of all claims. Specifically, Aprilia agreed to deliver to
Harper "the obsolete parts substantially conforming to the parts list agreed to by the
parties in the Fall of 2005 and which were packaged by Aprilia at that time for
delivery to Harper's (as further evidenced in photographs emailed by Aprilia's counsel
to Harper's counsel on April 26, 2007)." The agreement indicated that these pre-
packaged parts would be delivered in an "as is" condition with no warranties as to
their condition or value. (Appellant's Add. at 9-10.) The parties agreed to keep
strictly confidential all specific terms and conditions of the settlement agreement and
that Missouri law would govern the stipulation. The parties then filed a Notice of
Settlement and Intent to Dismiss with Prejudice in the district court.
Harper refused delivery of the packages upon confirming that their contents did
not match or substantially conform to the parts list referenced in the settlement
agreement. Many of the items were not even motorcycle parts. After the district court
issued a notice of its intent to dismiss the suit based on the parties' representation that
the case had been settled, Aprilia sought to void the settlement agreement and Harper
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sought to enforce it. Harper filed a motion to enforce the settlement agreement or
alternatively, to require Aprilia to pay the actual cost of purchasing the replacement
parts that had been agreed upon.
Aprilia filed under seal a motion to void the settlement agreement on the basis
of a mutual mistake of fact. Aprilia asserted that the parties had both mistakenly
believed that at the time of the failed settlement negotiations in 2005, they had agreed
to a list of parts and that Aprilia had packaged those parts for delivery to Harper in the
boxes shown in the photograph. Aprilia asserted that in fact, the parts on the 2005 list
were never packaged for delivery, and the parts in the boxes shown in the photograph
do not correspond to the 2005 list.
The district court denied Aprilia's motions and granted Harper's motion to
enforce the settlement agreement, concluding that the agreement was not ambiguous,
that no mutual mistake existed, and that if Aprilia is unable to supply parts that
substantially conform to those identified on the list agreed to by the parties in the Fall
of 2005 and referenced in the settlement agreement, then Aprilia "must pay [Harper]
the monetary amount assigned to those parts on the parties' list from the Fall of 2005."
(Dist. Ct. Op. at 5; Appellant's Add. at 5.) The district court dismissed the suit with
prejudice. On appeal, Aprilia argues that the district court erred in enforcing the
agreement when the consideration was based upon a mutual mistake, erred by
requiring payment of the full dollar value of the obsolete parts, and erroneously
ignored Harper's breach of the agreement's confidentiality provision.
"The district court has inherent power to enforce a settlement agreement as a
matter of law when the terms are unambiguous," and in a diversity case, the settlement
agreement is construed according to state law. Barry v. Barry, 172 F.3d 1011, 1013
(8th Cir. 1999). In Missouri, interpreting a settlement or release agreement is a
question of law, and the agreement is "interpreted according to the same principles
that govern the interpretation of any other type of contract." Parks v. MBNA Am.
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Bank, 204 S.W.3d 305, 311 (Mo. Ct. App. 2006). Courts must "ascertain the intention
of the parties and . . . give effect to that intention." Id. (internal marks omitted).
Where the settlement language is unambiguous, courts look only to the terms of the
settlement; absent ambiguity, "the court need not resort to construction of the contract,
and instead intent is determined from the four corners of the contract." Id. at 312(internal marks omitted). Additionally, in Missouri, the party attacking a release or
settlement "bears the burden of showing that the contract he has made is tainted with
invalidity, either by fraud practiced upon him or by a mutual mistake under which
both parties acted." Cameron v. Norfolk & W. Ry., 891 S.W.2d 495, 499 (Mo. Ct.
App. 1994).
The district court properly analyzed the settlement agreement under Missouri
law and did not err in concluding that it was valid and enforceable, that its language
was not ambiguous, and that no mutual mistake occurred. We reject Aprilia's belated
argument, asserted for the first time on appeal, that the district court erred in
alternatively assigning a monetary substitution value for any parts, or substantially
conforming parts, that it is unable to deliver. Contrary to Aprilia's assertion, Harper
first requested this relief in its motion to enforce the settlement agreement and again
in its opposition to Aprilia's motion to rescind, yet Aprilia never responded to the
argument before the district court. We decline to reach this issue for the first time on
appeal. See Aaron v. Target Corp., 357 F.3d 768, 779 (8th Cir. 2004) ("Arguments
and issues raised for the first time on appeal are generally not considered, and no good
reason has been advanced to depart from that rule." (internal citation omitted)). Also,
Aprilia asserts that the district court ignored the fact that Harper breached the
confidentiality provision in filing its motion to enforce the settlement agreement. This
appeal to principles of equity rings hollow in light of the determination that Aprilia
first failed to deliver the obsolete parts as required in the agreement. See Supermarket
Merch. & Supply, Inc. v. Marschuetz, 196 S.W.3d 581, 585 (Mo. Ct. App. 2006)
(recognizing "the general principle of contract law that a party to a contract cannot
claim its benefits where he is the first to violate it" (internal marks omitted)).
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We see no error of law, and an extended opinion from this court would have no
precedential value. Accordingly, we affirm the well-reasoned judgment of the district
court. See 8th Cir. R. 47B.
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