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Eagle Tech. v. Expander Ams., Inc..

United States Court of Appeals, Eighth Circuit

April 22, 2015

Eagle Technology; William Bakker, Plaintiffs - Appellants
v.
Expander Americas, Inc.; Expander System Global, AB, Defendants - Appellees

Submitted January 14, 2015.

Page 1132

Appeal from United States District Court for the Eastern District of Missouri - St. Louis.

For Eagle Technology, William Bakker, Plaintiffs - Appellants: Allen P. Press, Matthew B. Vianello, Jacobson & Press, Saint Louis, MO.

For Expander Americas, Inc., Expander System Global, AB, Defendants - Appellees: Anthony Wayne Bonuchi, James Martin, Polsinelli, PC, Saint Louis, MO; Justin G. Vaughn, The Vaughn Law Offices, Cottonwood, AZ.

Before SMITH, BENTON, and SHEPHERD, Circuit Judges.

OPINION

Page 1133

SMITH, Circuit Judge.

Eagle Technology, Inc. (" Eagle" ) and its sole owner, Willem F. Bakker, brought suit against Expander Americas, Inc. (" Expander Americas" ) and its parent company, Expander System Global, AB (" Expander Global" ), after each company terminated contracts with Eagle and Bakker respectively. As to Expander Global, the district court[1] concluded that it could not assert personal jurisdiction because Expander Global is a Swedish corporation without sufficient contacts with the State of Missouri. The court granted summary judgment in favor of Expander Americas on the remaining contract claims based on the statute of frauds. Eagle and Bakker appeal both rulings. We affirm.

I. Background

Expander Global conducts no business and functions merely as a holding company for its wholly owned subsidiary, Expander System Sweden, AB (" Expander Sweden" ), another Swedish corporation. Expander

Page 1134

Sweden, in turn, wholly owns Expander Americas as its subsidiary. As their names suggest, Expander Sweden and Expander Americas primarily conduct their business in Europe and the United States respectively, manufacturing industrial pins used in heavy machinery.

On February 18, 2010, Eagle entered into an Independent Contractor Agreement (the " Agreement" ) with Expander Americas to provide consulting services. The Agreement contained the following relevant provisions:

4. Term and Termination

A. The Term of this Agreement shall begin this 1st day of January, 2010, and shall continue for a period of one (1) year; thereafter, this Agreement shall be automatically renewed for successive periods of one (1) year each, unless terminated as provided herein.

B. Either party may terminate this Agreement at any time by mutual agreement of the parties hereto or providing the other party with ninety (90) days prior written notice . . . .

* * *

13. Governing Law. The construction and interpretation of this Agreement shall at all times and in all respects be governed by the laws of the State of Arizona.

* * *

15. Miscellaneous. No amendment or modification of this Agreement shall be effective unless executed in writing by the parties hereto. . . . This Agreement constitutes the entire agreement of the parties and is intended as a complete agreement of the promises, representations, negotiations, discussions, and agreements that may have been made in connection with the subject matter hereof, and supersedes any prior oral or written agreement. . . .

A document entitled Exhibit A was attached to the Agreement. It provided that Expander Americas would compensate Bakker ...


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