Asset Marketing Services, LLC v. JAM Products, Inc.et al

Filing 82

ORDER granting in part 38 Defendants' Motion in Limine (Written Opinion). Signed by Judge Susan Richard Nelson on 7/16/2021. (avt)

UNITED STATES DISTRICT COURT
DISTRICT OF MINNESOTA
Asset Marketing Services, LLC,

Case No. 19-cv-02113 (SRN/TNL)

Plaintiff,
ORDER

v.
JAM Products, Inc., d/b/a S&A Partners;
and Steven Harris,
Defendants.

Alyssa M. Troje, Jessica Sharpe, and Mark W. Vyvyan, Fredrikson & Byron, P.A., 200
South Sixth Street, Suite 4000, Minneapolis, MN 55402, for Plaintiff.
Barbara P. Berens, Carrie L. Zochert, and Erin K. Fogarty Lisle, Berens & Miller, P.A.,
80 South Eighth Street, Suite 3720, Minneapolis, MN 55402, for Defendants.
SUSAN RICHARD NELSON, United States District Judge
This matter is before the Court on the Motion in Limine [Doc. No. 38] filed by
Defendants. In their motion, Defendants seek—in relevant part—to preclude Plaintiff from
offering evidence in support of its unjust enrichment claim against Defendant Steven
Harris. 1 Plaintiff’s unjust enrichment claim is plead in the alternative to its breach of
contract claim against Harris. As Plaintiff explains, “In the event that the jury finds there
is no contract between AMS and Harris, AMS brings an unjust enrichment claim against

The Court notes that the Complaint originally alleged an unjust enrichment claim
against both JAM Products, Inc. and Steven Harris. (See Compl. [Doc. No. 1-1], at 11.) At
the pre-trial conference held on July 16, 2021, Plaintiff agreed to dismiss its unjust
enrichment claim against JAM Products, Inc.
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Harris. This claim is only applicable upon a finding that Harris is not a party to the
Consulting Agreement.” (Pl.’s Mem. in Opp’n to Defs.’ Mot. in Limine [Doc. No. 72], at
3.)
The Court finds that, as a matter of law, Harris is a party to the Consulting
Agreement. Under Minnesota law, the interpretation of an unambiguous contract is a
question of law. Richie Co., LLP. v. Lyndon Ins. Grp., Inc., 316 F.3d 758, 760 (8th Cir.
2003). Harris signed the Consulting Agreement and its May 2016 amendment both for
JAM Products, Inc. and on a separate signature line denoted “STEVEN HARRIS,
individually.” (See Pl. Tr. Ex. 1, at 5; id., Am. 1, at 2.) In interpreting contractual
provisions, Courts must endeavor to “give effect to all of [the] contract’s terms.” Metro.
Airports Comm’n v. Noble, 763 N.W.2d 639, 645 (Minn. 2009). If Harris were not a party
to the contract, there would be no need for him to sign the contract “individually,” as well
as in his capacity as Chief Executive Officer of JAM Products.
Defendants contend that the contract’s obligations lie solely with JAM Products,
and not Harris, and that therefore Harris is not a party to the contract despite his individual
signature. However, the Consulting Agreement expressly imposes several obligations on
Harris. Most importantly, paragraph 19 of the Agreement provides that “Steven Harris
individually . . . agree[s] to not provide consulting services or to otherwise perform work
for or on behalf of, any manufacturer, distributor or seller of precious metal or numismatic
coin . . . during the Term of this Agreement . . . .” (Pl.’s Tr. Ex. 1, at 4.) Harris’s individual
assent to this obligation demonstrates that he is a party to the Agreement. Moreover, the
Consulting Agreement is permeated with references to Harris’s obligations to perform
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work for Plaintiff. (See, e.g., id. at 6 (“Consultant agrees that all consulting work performed
pursuant to this Agreement shall be performed by Steven Harris personally . . . .”); id., Am.
1, at 1 (providing that “Consultant, through Steven Harris, shall provide assistance,
resources, direction and consultation to AMS,” and “Consultant, through Steven Harris,
will leverage its licensing relationships . . . for AMS”).) And, notably, emails between the
parties indicate that the parties understood and intended for Harris to be individually bound
by the Consulting Agreement. (See Pl.’s Tr. Ex. 2, at 3 (“We are interpreting the new
language as creating a bar preventing me (or [JAM Products]) from providing consulting
services . . . for any third party . . . or new company that I might acquire . . . .” (emphasis
omitted)).)
Because the Court finds that the Consulting Agreement unambiguously reflects an
intent to bind Harris individually, the Court finds that both JAM Products and Harris were
parties to the contract. Since Plaintiff’s unjust enrichment claim against Harris is premised
on the conclusion that Harris was not so bound, the Court grants Defendants’ motion and
dismisses the unjust enrichment claim against Harris.
Accordingly, IT IS HEREBY ORDERED that Defendants’ Motion in Limine
[Doc. No. 38] is GRANTED in part, and Plaintiff’s unjust enrichment claim against
Defendant Steven Harris is DISMISSED.
IT IS SO ORDERED.

Dated: July 16, 2021

s/Susan Richard Nelson
SUSAN RICHARD NELSON
United States District Judge
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