Act, Inc. v. Sylvan Learning Systems, Inc.

296 F.3d 657, 2002 U.S. App. LEXIS 13905, 2002 WL 1476313
CourtCourt of Appeals for the Eighth Circuit
DecidedJuly 11, 2002
Docket01-2775, 01-3583
StatusPublished
Cited by23 cases

This text of 296 F.3d 657 (Act, Inc. v. Sylvan Learning Systems, Inc.) is published on Counsel Stack Legal Research, covering Court of Appeals for the Eighth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Act, Inc. v. Sylvan Learning Systems, Inc., 296 F.3d 657, 2002 U.S. App. LEXIS 13905, 2002 WL 1476313 (8th Cir. 2002).

Opinions

BOWMAN, Circuit Judge.

This case arises from agreements entered into by Sylvan Learning Systems, Inc., and the National Association of Securities Dealers, Inc. (NASD), concerning the operation and transfer of computer-based testing (CBT) centers owned by NASD. ACT, Inc., contends that its own dealings with NASD before Sylvan came on the scene and Sylvan’s behavior in doing business with NASD provide the basis for its claims under Iowa state law for tortious interference with contractual and prospective business relations and for its federal antitrust claim. ACT appeals from the final judgment of the District Court1 in favor of Sylvan on all of ACT’s claims and from a later order awarding costs to Sylvan. We affirm.

I.

At the time of the events leading up to this lawsuit, ACT was a non-profit corporation providing clients with, among other things, standardized testing for academic and professional purposes. Sylvan was furnishing high-security computer-based testing and other educational services to its customers. In 1993, NASD owned and operated a network of CBT centers providing certification testing to stock brokers. In the early 1990’s, ACT became interested in the CBT market and to that end entered into two agreements with NASD.

The first agreement was a Memorandum of Understanding (MOU) executed by both parties in August 1993 stating that ACT and NASD were entering into “a nonexclusive relationship that facilitates mutual development of business opportunities involving computer testing services.” 1993 Memorandum of Understanding between Anerican College Testing and National Association of Securities Dealers (hereinafter MOU) at 1, ¶ A.l. The agreement recognizes that ACT wished to provide CBT services to some of its clients and that NASD already was providing such services through the nationwide testing centers it operated. The agreement says nothing about ACT acquiring NASD’s testing centers, indicating only that “ACT’s corporate plan calls for it to eventually administer computerized testing through its own net[661]*661work of centers,” without suggesting how ACT would establish those centers. Id. at 2, ¶ A.4.

In May 1995, NASD and ACT jointly executed an interim letter agreement (Interim Agreement). The letter’s purpose was to “supplement the parties’ MOU and govern their relationship” until negotiations “for the joint delivery of computer-based assessment services” resulted in the execution of a “final” agreement. Letter of May 3, 1995, from Gerard F. Foley, NASD senior vice-president, to RickiAnn Saylor, ACT vice-president, Re: Interim Test Assessment Services Agreement (hereinafter Interim Agreement) at 1. The Interim Agreement was to terminate August 1, 1995, unless “ACT continuefd] to provide assessment services to NASD after August 1, 1995, without the parties’ having executed the” final agreement. Id. at 3, ¶ 9. In that event, the parties were to continue to be bound by the terms of the Interim Agreement until terminated by written agreement of ACT and NASD. As with the MOU, the agreement was not exclusive, clearly was expected to be short term, and did not involve the transfer of NASD’s CBT centers to ACT.

A third proposed agreement between ACT and NASD, which never was executed by NASD, was in the form of a letter dated December 4, 1995, from ACT to NASD. Under the terms of this Proposed Letter Agreement, ACT was to provide “technology-based assessment services” to NASD from January 1996 through December 2003. Letter of Dec. 4, 1995, from Richard L. Ferguson, ACT president, to James P. O’Donnell, NASD executive vice-president, Re: Letter Agreement (hereinafter Proposed Letter Agreement) at 1. Subject to certain conditions, NASD was to “assign all of its testing centers to ACT on January 1, 1998.” Id. at 2, ¶ 5. But instead of entering into this agreement with ACT, NASD decided to accept a last-minute offer made by Sylvan. Under the terms of that offer, Sylvan initially would manage NASD’s CBT centers and eventually NASD would transfer the centers to Sylvan. The Sylvan-NASD agreements were executed in March 1996.

After closing the deal with Sylvan, NASD reached a settlement with ACT on the termination of the MOU and the Interim Agreement. ACT then sued Sylvan in November 1996. The complaint included allegations in five counts: Count I, Sylvan tortiously interfered with ACT’s contractual relations with NASD; Count II, Sylvan tortiously interfered with ACT’s prospective business advantage with NASD; Count III, Sylvan tortiously interfered with ACT’s current and prospective contractual relations with Regents College; Count IV, Sylvan monopolized the relevant market in violation of § 2 of the Sherman Act, 15 U.S.C. § 2; and Count V, Sylvan attempted to monopolize the relevant market. Sylvan sought summary judgment on all counts; the-District Court granted Sylvan’s motion on Counts I, II, and III and initially denied judgment on Counts IV and V. After granting Sylvan’s motion in limine on the issue of antitrust damages, the court granted Sylvan’s renewed motion for summary judgment on Counts IV and V.2

II.

Summary judgment shall be granted on motion of a party if the record shows “there is no genuine issue as to any material fact and ... the moving party is enti-[662]*662tied to a judgment as a matter of law.” Fed.R.Civ.P. 56(c). We review de novo, applying that same standard. We consider the record in the light most favorable to ACT and give ACT the benefit of all reasonable inferences that may be drawn from the evidence. See Netland v. Hess & Clark, Inc., 284 F.3d 895, 898 (8th Cir.2002) (standard of review).

To be successful under Iowa law on its claim for tortious interference with contractual relations, ACT must be able to prove five elements: (1) that it had a contract with NASD; (2) that Sylvan knew of the contract; (3) that Sylvan “intentionally and improperly interfered with the contract”; (4) that the interference caused NASD “not to perform, or made performance more burdensome or expensive”; and (5) that ACT was damaged as a result. Gibson v. ITT Hartford Ins. Co., 621 N.W.2d 388, 399 (Iowa 2001) (citations to quoted cases omitted). The District Court held that ACT could not prove that Sylvan knew about the MOU and the Interim Agreement. Viewing the evidence in the light most favorable to ACT, the court further determined that the Proposed Letter Agreement did not amount to a contract. On appeal, ACT contends that summary judgment was improper because genuine issues of material fact remain on these issues.

A.

We consider first Sylvan’s knowledge of the MOU and the Interim Agreement. As ACT points out, it is not necessary under Iowa law that Sylvan knew of the existence of the specific agreements in order for liability to attach. All that is required is proof of “knowledge of facts which, if followed by reasonable inquiry, would have led to the disclosure of the contractual relationship between” ACT and NASD. Revere Transducers, Inc. v. Deere & Co., 595 N.W.2d 751

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Cite This Page — Counsel Stack

Bluebook (online)
296 F.3d 657, 2002 U.S. App. LEXIS 13905, 2002 WL 1476313, Counsel Stack Legal Research, https://law.counselstack.com/opinion/act-inc-v-sylvan-learning-systems-inc-ca8-2002.