ACI Worldwide Corp. v. Churchill Lane Associates, LLC, No. 16-1736 (8th Cir. 2017)
Annotate this CaseACI filed suit seeking a declaratory judgment that it amended and terminated a Licensing Agreement, thus ending ACI’s obligation to make royalty payments to Churchill. Churchill counterclaimed for breach of contract. The district court granted summary judgment for ACI. Although the court agreed with ACI and the district court that Amendment 4 of the Licensing Agreement did not have the effect of retroactively making Churchill a full party to the License Agreement, the court did not agree that either Amendment 4 or the receivership sale prevents Churchill from exercising the legal rights of a third-party beneficiary or assignee. The court also did not agree with ACI that the doctrine of merger prevents additional royalties from becoming due to Churchill. Therefore, the court concluded that ACI did not validly amend the Licensing Agreement to eliminate the post-termination royalties provision, and royalties are still due to Churchill for any sublicenses granted by ACI prior to July 21, 2014. Accordingly, the court reversed the entry of summary judgment for ACI on the issue of amendment of the Licensing Agreement, affirmed the entry of summary judgment in favor of ACI on the issue of termination, and remanded to the district court for further proceedings.
Court Description: Gruender, Author, with Colloton and Beam, Circuit Judges] Civil case - Contracts. Plaintiff validly terminated the License Agreement in accordance with the termination provision and does not owe Churchill royalties on any sublicenses it has granted since the date of termination or that it will grant in the future; however, because the post-termination royalties provision was not validly amended before termination, plaintiff continues to owe Churchill royalties on any sublicenses granted before the termination date; reversed in part, affirmed in part and remanded for further proceedings. Judge Beam, concurring in part and dissenting in part.
Some case metadata and case summaries were written with the help of AI, which can produce inaccuracies. You should read the full case before relying on it for legal research purposes.
This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.