Midwest Medical Solutions, LLC v. Exactech U.S., Inc., No. 21-1621 (8th Cir. 2021)
Annotate this Case
After Midwest failed to meet its sales quota for two or more consecutive quarters, Exactech terminated its Agency Agreement with Midwest. The Agreement contained a non-compete provision entitling Midwest to Restricted Period Compensation (RPC) after termination. Midwest filed suit seeking, among other things, a declaratory judgment as to the amount of RPC.
The Eighth Circuit reversed the district court's judgment, concluding that the district court did not apply the plain and ordinary meaning of Paragraph 5.D.ii as required by Minnesota law. Furthermore, nothing in the remainder of the Agreement contradicts the plain meaning of Paragraph 5.D.ii. There is no claim of unilateral or mutual mistake and the court remanded for further proceedings.
Court Description: [Kelly, Author, with Colloton and Shepherd, Circuit Judges] Civil Case - Diversity. After Midwest Medical Solutions failed to meet is sales quota in accordance with its Sales Agency Agreement with Exactech, Midwest was terminated and entitled to a Restricted Period Compensation. The parties disagreed with the terms the RPC and the district court concluded Midwest was entitled to 7.5% of preceding twelve-months sales total, not 7.5% of sales total for each of the next six months. The language is unambiguous. "During each calendar month of the first six months" means the amount to be paid each month. Construing the plain language in light of the rest of the contract does not alter the result; there is no claim of unilateral or mutual mistake. Because the district court did not apply the plain and ordinary meaning, the district court's judgment is reversed.
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.