Asset Marketing Services, LLC v. JAM Products, Inc.et al
- Susan Nelson
- 0:19-cv-02113
- U.S. District Court · District of Minnesota
- 3
Asset Marketing Services v. JAM Products, Judge Nelson held Harris was bound by the contract and dismissed the alternative unjust-enrichment claim.
AMS’s unjust-enrichment claim against Steven Harris was dismissed. The ruling also determined that Harris and JAM Products were parties to the Consulting Agreement; the opinion separately notes that AMS agreed to dismiss its unjust-enrichment claim against JAM Products.
What happened
In Asset Marketing Services, LLC v. JAM Products, Inc., the defendants asked the court to block evidence supporting Asset Marketing Services’ alternative unjust-enrichment claim against Steven Harris. The claim applied only if Harris was found not to be a party to the parties’ consulting agreement.
The court held that Harris was a party to the agreement because he signed it individually, accepted personal obligations, and was named in provisions requiring him to perform work. The court also relied on the parties’ communications showing that they understood Harris to be personally bound.
Judge Susan Richard Nelson granted the defendants’ motion in limine in part and dismissed Asset Marketing Services’ unjust-enrichment claim against Harris. The opinion also notes that Asset Marketing Services had agreed to dismiss its unjust-enrichment claim against JAM Products at the pretrial conference.
The detailed version
- Asset Marketing Services, LLC v. JAM Products, Inc.et al · No. 0:19-cv-02113
- Susan Nelson
- July 16, 2021
Background
The court considered the defendants’ motion in limine, which is a request to restrict evidence at trial. The relevant part of the motion sought to prevent Asset Marketing Services, LLC (AMS) from offering evidence supporting its unjust-enrichment claim against Steven Harris. AMS pleaded that claim as an alternative to its breach-of-contract claim against Harris: it would apply only if Harris were found not to be a party to the Consulting Agreement.
The opinion states that AMS originally asserted unjust-enrichment claims against both JAM Products, Inc. and Harris. At a July 16, 2021 pretrial conference, AMS agreed to dismiss the claim against JAM Products. The order addresses the claim against Harris.
Court’s Analysis
The court held, as a matter of law, that Harris was a party to the Consulting Agreement. Under Minnesota law, interpreting an unambiguous contract is a legal question for the court.
Harris signed the Consulting Agreement and its May 2016 amendment both for JAM Products and on a separate signature line stating “STEVEN HARRIS, individually.” The court reasoned that giving effect to all contract terms required treating Harris’s individual signature as meaningful. The agreement also imposed obligations directly on Harris, including a restriction on providing consulting services or performing work for others in the precious-metals or numismatic-coin industry during the agreement’s term.
The agreement further referred to Harris’s personal performance of consulting work and described services to be provided through him. Emails between the parties also indicated that they understood Harris to be individually bound by the agreement.
Disposition
Because the court found that the agreement unambiguously bound Harris individually, it concluded that both JAM Products and Harris were parties to the contract. AMS’s unjust-enrichment claim against Harris depended on the opposite conclusion. The court therefore granted the defendants’ motion in limine in part and dismissed the unjust-enrichment claim against Harris. The order does not state that the dismissal was with or without prejudice.
Read the full 3-page opinion on CourtListener, the free public archive maintained by the Free Law Project.