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Meridian Creative Alliance, LLC v. O'Reilly Automotive Stores, Inc.

Citations: 519 S.W.3d 839; 2017 WL 1102776; 2017 Mo. App. LEXIS 202Docket: Nos. SD 34161, 34175 & 34189

Court: Missouri Court of Appeals; March 24, 2017; Missouri; State Appellate Court

Narrative Opinion Summary

This case involves a contractual dispute between Meridian Creative Alliance, LLC and O’Reilly Automotive Stores, Inc., centering on a 2007 written agreement for advertising services. After O’Reilly terminated the contract in 2008, Meridian claimed it was to be O’Reilly's exclusive advertising agency, a claim O’Reilly refuted, alleging Meridian breached the contract. Following a jury trial, the verdict favored Meridian on its claims, while rejecting O’Reilly's counterclaims and third-party claims. Meridian appealed the trial court's decision not to award prejudgment interest, while O’Reilly cross-appealed on various issues, including jury instruction errors and peremptory challenges. A significant legal issue was the ambiguous language in the 2007 contract regarding exclusivity, which the court found was not adequately addressed in jury instructions, resulting in prejudicial error and a reversal of Meridian's verdict. Additionally, the court addressed O’Reilly's challenges concerning peremptory challenges and allegations of juror misconduct, ultimately finding no prejudice that warranted a reversal. As a result, the case was remanded for a new trial on Meridian’s claims, while the judgments against O’Reilly on other claims were affirmed.

Legal Issues Addressed

Ambiguity in Contractual Terms

Application: The court found the term 'its agency' in the 2007 contract to be ambiguous, requiring a jury to interpret its meaning, particularly regarding exclusivity.

Reasoning: The trial court had determined the term 'its agency' was ambiguous and left for the jury to interpret.

Breach of Good Faith and Fair Dealing

Application: The jury was allowed to find for Meridian based on an alleged breach of good faith and fair dealing, regardless of exclusivity, which the court found problematic.

Reasoning: Instruction No. 84 allowed the jury to find for Meridian based on an alleged breach of good faith and fair dealing, regardless of whether the contract was deemed exclusive.

Judgment Notwithstanding the Verdict (JNOV)

Application: The court found no substantial evidence supporting O’Reilly's claims for a JNOV, affirming the jury's findings in favor of Meridian.

Reasoning: Regarding O’Reilly's requests for judgment notwithstanding the verdict (JNOV) on Meridian’s claims... the court found no substantial evidence supporting O’Reilly's arguments against the jury's conclusions.

Jury Instructions and Prejudicial Error

Application: The court ruled that the failure to properly instruct the jury on the exclusivity issue in the contract constituted prejudicial error, leading to the reversal of the verdict.

Reasoning: The failure to properly instruct the jury on this ambiguity constituted 'prejudicial error,' leading to the reversal of Meridian’s verdict based on Instruction No. 7.

Peremptory Challenges in Civil Trials

Application: The allocation of more than the permissible number of peremptory challenges was identified as an error; however, no prejudice was demonstrated, so the verdict was not reversed.

Reasoning: The allocation of nine peremptory challenges did not affect the outcome since O’Reilly could not demonstrate any prejudice from the error.