Contract — Minnesota Law – Renewals & Extensions – Licenses & Royalties

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Keystone Northeast, Inc. v. Keystone Retaining Wall Systems, LLC (Lawyers Weekly No. 002-062-15, 18 pp.) (Bruce Howe Hendricks, J.) 6:12-cv-00720; D.S.C.

Holding: Upon consideration of Minnesota law newly cited by defendants, the court determines that the parties’ license agreement did not automatically renew. Since there were terms that had to be renegotiated, renewal was not automatic, and the parties’ failure to renegotiate led to the agreement’s expiration.

The parties’ motions for reconsideration are granted.

A re-reading of the terms of the license and transfer agreements convinces the court that these were independent agreements, and the transfer agreements survive the expiration of the license agreement. Furthermore, application of the newly cited Minnesota law means that, when the parties failed to renegotiate their license agreement in 2003, it was expired until it was renewed in 2005; nevertheless, defendants continued to share royalties with plaintiff pursuant to the transfer agreements. The expiration of the license agreement does not relieve defendants of their obligation to pay royalties due under the transfer agreements.