Laredo Ridge Wind, LLC v. Nebraska Public Power District, No. 20-1956 (8th Cir. 2021)
Annotate this Case
The Eighth Circuit affirmed the district court's grant of summary judgment in favor of NPPD's wind-farm affiliates. NPPD contends that these affiliates breached their power purchase agreements (PPAs) by transferring control of their parent companys' ownership interests without NPPD's written consent.
The court concluded that the Project Entities did not transfer their direct ownership interests to NRG or GIP and did not violate the change-of-control provision of the PPAs. The court also concluded that the transfer of the Project Entities' parent companies, from Edison to NRG to GIP, did not transfer the "direct ownership interests" of each of the Project Entities. Therefore, the Project Entities did not need to obtain NPPD's written consent for each of the transactions involving its upstream parent companies, and the transfer of the ownership interests at the parent company level did not trigger a change of control under the PPAs. The court also agreed with the district court's conclusion that the Project Entities did not violate the anti-assignment provisions by delegating performance of certain duties, because the Project Entities remain ultimately responsible for their obligations. Finally, the court concluded that the district court did not abuse its discretion in issuing a permanent injunction to prevent defendant from terminating the PPAs.
Court Description: [Grasz, Author, with Gruender and Benton, Circuit Judges] Civil case - Contracts. The transfers of interest in question did not violate the change-of-control provisions of the power-purchase agreements between the parties; the transfer of the plaintiffs' parent companies did not transfer direct ownership interest in the plaintiffs and they did not have to have defendant's written consent to each of the transactions involving its upstream parent companies; the transfer of the ownership interests at the parent-company level did not trigger a change in control of the plaintiff companies; the plaintiffs did not violate the anti-assignment provisions of the contracts by delegating performance of certain duties as they remained ultimately responsible for the obligations; the district court did not abuse its discretion in issuing a permanent injunction to prevent defendant from terminating the power-purchase agreements.
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.