Case Explained: FA ND Chev, LLC; FA ND Sub, LLC BAPTKO, Inc v. Robert Kupper Bismarck Motor Company; BMC Marine, LLC, doing business as Moritz Sport & Marine Foundation Automotive Corp., an Alberta Corporation

Court: United States Court of Appeals for the Eighth Circuit Filed: 2026-08-04 The eighth circuit affirmed the district court’s judgment in favor of the Kupper parties in a contract dispute arising from the sale of two car dealerships. Applying North Dakota substantive law, the court held that the district court properly granted partial summary judgment on the earnout payments provision because the Foundation parties’ defense of “failure of consideration” failed; although the Foundation parties alleged breaches regarding inventory management, the Kupper parties had indisputably delivered functioning dealerships that met the specified earnings targets, meaning the object of the agreement was not defeated. The court further held that the Foundation parties waived their argument against joint and several liability by failing to raise it in a timely manner at the district court level. Regarding trial conduct, the court found no abuse of discretion in the district judge’s comments, noting that disparaging remarks were made outside the jury’s presence or were isolated and did not appeal to bias. The court also upheld the limitation on expert testimony regarding inventory reductions, concluding that the contract imposed a duty to manage inventory in accordance with a rolling average rather than maintaining specific levels, thereby requiring evidence of a management decision causing any deviation. Finally, the court affirmed the award of attorney’s fees, ruling that the contract’s fee provision permitted recovery for costs incurred defending Kupper personally as part of enforcing the agreement, and that the district court did not abuse its discretion in applying a 10% reduction to the lodestar amount due to inadequate bookkeeping by prevailing counsel. Do It For The Case Law is a news reporting service. Nothing in this episode constitutes legal advice.