Cooperative Refinery v. Consumers Pub

8 Citing cases

  1. Thornton v. Pittsburgh

    537 F.3d 943 (8th Cir. 2008)   Cited 4 times

    Therefore, as is usually the case when courts construe a sequence of written agreements, a subsequent contract that applies more specifically to the drilling work in question is controlling. See Coop. Refinery Ass'n v. Consumers Public Power Dist., 190 F.2d 852, 856 (8th Cir. 1951) ("A subsequent contract completely covering the same subject-matter . . . but containing terms inconsistent with the former contract, so that the two cannot stand together . . . becomes the only agreement of the parties on the subject.") (quotation omitted). Thornton emphasizes that the dictionary defines "express" as meaning "explicit," "plain," and "precise."

  2. Harrison Western Corp. v. United States

    792 F.2d 1391 (9th Cir. 1986)   Cited 15 times
    Holding that a second contract to complete an irrigation project rescinded the original contract to construct the project

    Similarly, in United States ex rel. International Contracting Co. v. Lamont, 155 U.S. 303, 309, 15 S.Ct. 97, 99, 39 L.Ed. 160 (1884), the Supreme Court concluded that a private contractor effected an abandonment of its rights against the government under a first contract by agreeing to a second contract which called for the performance of the same work at a lower fee. Nor was the contractor's position bettered by the fact that he had brought the lawsuit before executing the second contract and had asserted the existence of rights under the first when agreeing to the second. See id.; see also Mitsubishi Aircraft International, Inc. v. Brady, 780 F.2d 1199, 1202 (5th Cir. 1986) (execution of second agreement effected an "unconditional rescission" of first agreement covering same subject matter, notwithstanding the lack of an explicit release); Cooperative Refinery Ass'n v. Consumers Public Power District, 190 F.2d 852, 857, 859 (8th Cir. 1951) (legal effect of uncontingent contract is implied rescission of another prior one covering same subject matter, despite an intention by one of the parties that the original contract remain in force). Applying the reasoning of these cases here, we conclude that any claims the Government may have had against HWC under the first contract were abandoned upon the signing of a second contract which was complete in itself, covered the same subject matter, and contained no reservation of rights.

  3. SS White Burs, Inc. v. Guidance Endodontics, LLC

    NO. 1:18-cv-00698-WJ-KBM (D.N.M. Feb. 27, 2019)

    In such situations, it is clear that the two contracts cannot stand together, and the later agreement substitutes for the prior one. See, e.g., Coop. Refinery Ass'n v. Consumers Pub. Power Dist., 190 F.2d 852, 856 (8th Cir. 1951) Pasotex Petroleum Co. v. British-Am. Oil Producing Co., 431 P.2d 373, 380 (Okla. 1966).

  4. United States v. State Tax Com'n of State of Miss.

    340 F. Supp. 903 (S.D. Miss. 1972)   Cited 4 times

    Likewise, in United States v. Eastport Steamship Corporation, (2CA) 255 F.2d 795 it is said that in the absence of fraud or duress or mistake of fact, or a reservation agreement, that a party cannot pay a claim and later sue to recover the amount paid, but that the doctrine is applicable only when the recovery is sought of a sum previously paid. See Cooperative Refinery Association v. Consumers Public Power District, 8 Cir., 190 F.2d 852; Strimling v. Stone, 8 Cir., 193 F.2d 990; Bowles v. J.J. Schmitt Co., 2 Cir., 170 F.2d 617. In Mississippi a party cannot recover money voluntarily paid with a full knowledge of all of the facts, although no obligation to make such payment existed.

  5. In re Walters

    No. 23-10335-JDL (Bankr. W.D. Okla. Nov. 3, 2023)

    See Thornton Drilling Co., v. National Union Fire Ins. Co., 537 F.3d 943, 947 (8th Cir. 2008) ("A subsequent contract completely covering the same subject matter... but containing terms inconsistent with the former contract, so that the two cannot stand together... becomes the only agreement of the parties on the subject.") (quoting Cooperative Refining Association v. Consumers Public Power Dist., 190 F.2d 852, 856 (8thCir. 1951); Saturn Capital Corp. v. Dorsey, 2006 WL 1767602 *4 (Tex. Ct. App. 2006) ("... when the second contract does not state whether or to what extent it supersedes the parties' first contract, and when some provision of the two contracts conflicts, the conflicting provision of the later contract prevails."). The Court is also guided by the principles of narrow construction given dragnet clauses, and that their coverage of future debts should be carefully scrutinized and "any doubt or uncertainty as to the obligation secured operates against the mortgagee."

  6. Hagerbaumer v. Hagerbaumer Brothers, Inc.

    208 Neb. 613 (Neb. 1981)   Cited 6 times

    Walsh v. Lunney, 75 Neb. 337, 106 N.W. 447 (1905). Accord, Cooperative Refinery Ass'n v. Consumers Public Power D., 190 F.2d 852 (8th Cir. 1951). The rule has also been stated that: "`A contract complete in itself will be conclusively presumed to supersede and discharge another one made prior thereto between the same parties concerning the same subject matter, where the terms of the later are inconsistent with those of the former, so that the cannot subsist together.'"

  7. Northern Corporation v. Chugach Electric Assoc

    518 P.2d 76 (Alaska 1974)   Cited 13 times
    Affirming dismissal of impossibility defense because “[p]erformance was not rendered impracticable, or even particularly difficult”

    There is no contention here that the amended contract did not designate quarries containing suitable quantities of rock. See Cooperative Refinery Ass'n v. Consumers Public Power Dist., 190 F.2d 852, 856-857 (8th Cir. 1951); Johnson v. Mosley, 179 F.2d 573, 588 (8th Cir. 1950); In re Swindle, 188 F. Supp. 601, 604 (D.Or. 1960). IMPOSSIBILITY

  8. Gadash v. Estate of Gadash (In re Estate of Gadash)

    413 P.3d 272 (Colo. App. 2017)   Cited 7 times

    In order for a subsequent contract to implicitly supersede an earlier one, the two agreements must cover the same subject matter and be inconsistent with one another. Compare Coop. Refinery Ass'n v. Consumers Pub. Power Dist. , 190 F.2d 852, 856 (8th Cir.1951) ("A subsequent contract completely covering the same subject-matter, and made by the same parties, as an earlier agreement, but containing terms inconsistent with the former contract, so that the two cannot stand together ... is substituted for the earlier contract."), with NorAm Drilling Co. v. E & Pco Int'l, LLC , 178 So.3d 1061, 1068 (La.Ct.App.2015) ("A letter agreement alters only those terms of the original agreement to which it refers, leaving intact any unmentioned portions of the original agreement that are not inconsistent with the modification.").