Contracts: Breach-Tortious Interference-Unjust Enrichment

Plaintiff appealed the dismissal of its contract and tortious interference claims and the denial of its motions for reconsideration and to reopen discovery. Plaintiff teamed up with defendant to develop a biomass powerplant, with the plant’s assets going into a holding company jointly owned by the parties. Due to difficulties in getting the plant operational, plaintiff agreed to transfer its holding company shares to defendant in exchange for a conditional payment to obtain an infusion of capital. When the plant failed to become operational on time, plaintiff never received the conditional payment.

Where the payment was conditioned on capital remaining from the investment, the use of the entire investment to satisfy debts and pay contractors meant that all conditions precedent were not met.

Colloton, J., concurring in part and dissenting in part: “In concluding that the entire $25 million contribution from State Street Bank & Trust Company “was required to be reserved or paid to entities other than Strategic Energy,” R. Doc. 200, at 21, the district court failed to acknowledge that approximately $40,000 of the contribution was “net cash remaining” according to the transaction documents. At a minimum, there is a genuine dispute of material fact about whether these remaining funds must be paid to Strategic Energy under the agreement.”

Judgment is affirmed.

Strategic Energy Concepts, LLC v. Otoka Energy, LLC (MLW No. 82312/Case No. 23-3233 – 9 pages) (U.S. Court of Appeals, 8th Circuit, Stras, J.) Appealed from U.S. District Court, District of Minnesota, Davis, J. (Arthur Gerald Boylan, Minneapolis, MN for appellant; Philip John Kaplan, Minneapolis, MN on the brief) (Sean T. Carnathan, Burlington, MA for appellee; Brooks F. Poley, Minneapolis, MN; Andrew J. Pieper, Minneapolis, MN; John T. Katuska, Minneapolis, MN; Emily C. Atmore, Minneapolis, MN; Sean T. Carnathan, Burlington, MA; and Brea LeeAnn Khwaja, Minneapolis, MN on the brief)