Legal Articles

Merger Doctrine, Contracts

A “merger clause” is a common provision in a contract. It will usually state something along the lines of the contract being a “complete and exclusive statement of the agreement.” If a contract is a final, complete agreement, the parol evidence rule prohibits prior or contemporaneous oral agreements which vary or contradict the written terms…

Aggrieved Party, Right to Appeal

Any “aggrieved” party to a final judgment may appeal. Section 512.020, RSMo. To be “aggrieved,” certain requirements must be present. The judgment must “operate prejudicially and directly on the party’s personal or property rights or interests, and such effect must be immediate, not merely a possible remote consequence.” Bi-State Development Agency of Missouri-Illinois Metropolitan Dist….

Contracts: Terminating Third-Party Beneficiary Rights

Certain third-party beneficiaries to a contract may sue for breach of contract. This is true even though they are not a signer to the contract. There are three types: donee, creditor, and incidental. Donee and creditor beneficiaries may sue as a third-party for breach of contract, but incidental beneficiaries cannot. There are certain situations when…

LLCs: Personal Use of LLC Property

Limited Liability Companies are perhaps the dominant business entity. They are easy to form and easy to manage. Often times they are manager-managed, which means that managers supervise and control the operations of the company. Managers of a LLC generally owe fiduciary duties to the LLC’s owners/members, subject to the terms of the LLC’s operating…

Making of a Contract, Long-Arm Statute

Missouri can often (but not always) hear disputes about contracts made within Missouri. Section 506.500, RSMo. Specifically, Missouri’s “long-arm” statute permits the exercise of jurisdiction when the dispute relates to the “making of any contract within this state.” Id. The exercise of jurisdiction must also meet certain federal constitutional requirements. When is a contract made within this…

Standing for Breach of Contract

“[O]nly parties to a contract and any third-party beneficiaries of a contract have standing to enforce that contract.” Verni v. Cleveland Chiropractic Coll., 212 S.W.3d 150, 153 (Mo. 2007). It is difficult to prove that you are a third-party beneficiary. The reasoning for this high hurdle is that courts are reluctant to spread breach of…

Contracts, Agreements to Agree

Breach of contract requires: (1) existence and terms of a contract, (2) plaintiff fully performed under the contract, (3) breach by defendant, and (4) damages. Keveney v. Missouri Military Academy, 304 S.W.3d 98, 104 (Mo. 2010). To prove the existence and terms of a contract, there must be: (1) competency of the parties to contract;…

Economic Loss Doctrine

Contract claims and tort claims are generally separate theories of recovery. Indeed, “the mere failure to perform a contract cannot serve as the basis of tortliability.” State ex rel. William Ranni Assoc., Inc. v. Hartenbach, 742 S.W.2d 134, 140 (Mo.1987). In a similar vein, or stated differently, the economic loss doctrine prohibits a plaintiff from…

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