Wallace Hardware Company, Inc. v. Bill Abrams, 223 F.3d 382 (6th Cir. 2000)
Jul 27, 2000OUTCOME: Creation of new law as to choice of law provision
Plaintiff/Appellant Wallace Hardware Company, Inc. ("Wallace Hardware") appeals from various District Court rulings in favor of Defendant/Appellee/Cross-Appellant Bill Abrams and his brother, Defendant ... /Appellee L.D. ("Lonnie") Abrams. Most significantly, Wallace Hardware contends that the District Court erred by refusing to enforce a Tennessee choice of law provision in a guaranty purportedly executed by the parties. The lower court instead elected to apply Kentucky law, thereby rendering the guaranty invalid and unenforceable, and then awarded summary judgment in favor of the Abrams brothers on Wallace Hardware's breach-of-guaranty claim. For his part, Defendant/Cross-Appellant Bill Abrams appeals the District Court's order permitting Wallace Hardware to file an amended complaint asserting claims in addition to this breach-of-guaranty claim. In its amended complaint, Wallace Hardware augmented its breach-of-guaranty claim by asserting a breach-of-contract claim and two claims of fraud. The District Court ultimately entered summary judgment in favor of the Abrams brothers on two of these three claims, and Wallace Hardware also challenges these rulings on appeal. Finally, in the event we reinstate one or more of its claims, Wallace Hardware argues that the District Court erroneously decided certain matters bearing upon the issue of damages. For the reasons stated below, we hold that the parties are bound by their choice of Tennessee law in the guaranty agreement, and we therefore reverse the award of summary judgment to the Abrams brothers on the breach-of-guaranty claim. As to the remaining issues, we generally affirm the decision of the District Court, with the exception of certain rulings relating to damages.
