Reinhardt Enterprises, LLC v. Kaseya U.S., LLC; BNG Holdings, LLC, successor BNG Holdings, Inc.

United States Court of Appeals
For the Eighth Circuit
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No. 25-1069
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Reinhardt Enterprises, LLC
Plaintiff - Appellant
v.
Kaseya U.S., LLC; BNG Holdings, LLC, successor BNG Holdings, Inc.
Defendants - Appellees
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Appeal from United States District Court
for the District of North Dakota
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Submitted: October 23, 2025
Filed: January 29, 2026
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Before SMITH, KELLY, and GRASZ, Circuit Judges.
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GRASZ, Circuit Judge.
Reinhardt Enterprises, LLC (Reinhardt) alleges that Kaseya U.S., LLC
(Kaseya) and BNG Holdings, LLC breached a contract between the parties by
refusing to pay Reinhardt a termination buyout fee when Kaseya decided not to
renew the contract. The district court dismissed the case with prejudice, reasoning
that Kaseya’s decision to let the contract expire was not a “termination.” Because

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“termination” is ambiguous in the context of the parties’ contract, we reverse and
remand.
I. Background
In March 2016, Reinhardt and BNG Holdings, Inc., a predecessor to BNG
Holdings, LLC, entered a contract in which Reinhardt agreed to market BNG
Holdings, Inc.’s services. The contract’s “initial term” was “for a period of 3 years,”
but under section 7.1, it “automatically renewed for additional terms of 1 year each
unless either party notif[ied] the other no later than 30 days prior to the end of the
current term that it d[id] not wish to renew . . . .” After the contract’s initial term
ended, the parties allowed it to renew automatically for several years.
In September 2021, BNG Holdings, Inc. was negotiating the sale of its
business to Kaseya. Before the sale took place, Reinhardt and BNG Holdings, Inc.
amended the contract to replace the then-existing version of section 8.1 with the
following:
8.1 Compensation to [Reinhardt] Following Termination. If this
Agreement is terminated by BNG and such termination is not for (i) a
material, uncured default of [Reinhardt] as set forth in Section 7.2, (ii)
Other Cause, (iii) [Reinhardt]’s death or (iv) in connection with
[Reinhardt]’s Disability, BNG agrees, subject to [Reinhardt]’s timely
execution of a reasonable release of claims against BNG and its
affiliates, to pay to [Reinhardt] a one-time buy out fee equal to (the
“Qualifying Termination Buy-out Fee”) (i) thirty-six multiplied by (ii)
the then current amount of monthly residual compensation owed to
[Reinhardt] at the time of such buy out. If this Agreement is terminated
under any other circumstances and [Reinhardt] has a “separation from
service” (as defined in Treasury Regulations Section 1.409A-1(h)(2)),
BNG shall have no further obligations for payment of any
compensation or fees under this Agreement. If payable, the Qualifying
Termination Buy-Out Fee shall be paid to [Reinhardt] within thirty (30)
days of [Reinhardt]’s execution of a reasonable release of claims
referenced above, and in no event later than the date that is two and

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one-half (2½) months following the last day of the fiscal year in which
such termination occurred.
Two days after the amendment was executed, BNG Holdings, Inc. was converted to
BNG Holdings, LLC and sold to Kaseya.
After the sale, Kaseya assumed BNG Holdings, Inc.’s rights and obligations
under the contract and continued performing for over two years. However, in
January 2024, Kaseya sent a “Non-Renewal” letter notifying Reinhardt “that after
careful consideration and evaluation of [its] operational needs, [it] ha[d] decided to
discontinue the utilization of [Reinhardt’s] services as an Independent Sales
Representative . . . in accordance with Clause 7.1 of the [contract].” Kaseya’s letter
also expressly “remind[ed]” Reinhardt that its “confidentiality and other
obligations,” “including the non-solicitation of merchants,” “continue[d] past the
term of [its contract.]”
After sending Reinhardt the non-renewal letter, Kaseya refused to pay the
termination buyout fee. As a result, Reinhardt filed this case in state court, alleging
Kaseya breached the contract. Kaseya removed the case to federal court and moved
to dismiss pursuant to Federal Rule of Civil Procedure 12(b)(6). The district court
concluded as a matter of law that Kaseya’s decision not to renew the contract was
not a “termination” and, therefore, Reinhardt is not entitled to the termination buyout
fee under section 8.1. Consequently, it granted Kaseya’s motion and dismissed the
case with prejudice. Reinhardt appeals.
II. Analysis
We review the district court’s interpretation of the contract and its decision to
dismiss the case de novo. See, e.g., Sorenson v. Sorenson, 64 F.4th 969, 975 (8th
Cir. 2023); Weitz Co. LLC v. MacKenzie House, LLC, 665 F.3d 970, 975 (8th Cir.
2012). The parties agree that North Dakota law governs this case. Under North
Dakota law, “[a] court’s primary goal in interpreting a contract is to ascertain” and

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give effect to “the intentions of the contracting parties . . . .” Higgins v. Lund, 17
N.W.3d 828, 835 (N.D. 2025). In assessing the parties’ intent, “we must be guided
first by the language of the contract itself, and where the contract is clear and
unambiguous there is no reason to go further.” Specialized Contracting, Inc. v. St.
Paul Fire & Marine Ins. Co., 825 N.W.2d 872, 877 (N.D. 2012) (quoting Hoge v.
Burleigh Cnty. Water Mgmt. Dist., 311 N.W.2d 23, 27 (N.D. 1981)). “If, however,
an ambiguity exists in the contract, parol evidence is admissible to . . . show the
parties’ intent.” Bye v. Elvick, 336 N.W.2d 106, 111 (N.D. 1983). “The terms of a
contract are ambiguous when the language is subject to more than one construction
or ‘when good arguments can be made for either of two contrary positions as to the
meaning of a term in a document.’” Id. at 111–12 (quoting Atlas Ready-Mix of
Minot, Inc. v. White Props., Inc., 306 N.W.2d 212, 220 (N.D. 1981)).
The district court decided Reinhardt is not entitled to the termination buyout
fee, reasoning Kaseya’s election not to renew the contract was not a termination.
The court explained that, in its view, termination and non-renewal are mutually
exclusive because a “termination brings an immediate end to the agreement” mid-
term, while “in the context of a ‘nonrenewal,’” the existing contract is honored
“through the expiration of the current term.” We are not convinced the parties to the
contract unambiguously intended for “termination” and “non-renewal” to have the
distinct meanings the district court gave them.
First, the parties did not define “termination” in the contract, so we must give
the term its “ordinary and popular” meaning. N.D. Cent. Code § 9-07-09; see also
Hanneman v. Cont’l W. Ins. Co., 575 N.W.2d 445, 451 (N.D. 1998) (noting
dictionaries are “good source[s] to determine the plain, ordinary definition of an
undefined term”). When we do so, the ambiguity in the contract becomes apparent.
“Termination” has two different ordinary and popular meanings; while one meaning
supports the district court’s interpretation, the other favors Reinhardt’s. Indeed,
“termination” can mean either “the act of ending something or the end of
something.” Termination, Cambridge Dictionary (emphasis added),
https://perma.cc/G66M-9KAY; accord Termination, Merriam-Webster,

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https://perma.cc/NJU7-8F3E (defining “termination” as “end in time or existence”
or “the act of terminating” or “outcome, result”); Termination, Collins Eng.
Dictionary, https://perma.cc/MC6U-KB2P (defining “termination” as “a
terminating or being terminated” or “the end of something in space or time; limit,
bound, conclusion, or finish”); Termination, Dictionary.com,
https://perma.cc/6XWA-ZQTB (defining “termination” as “the act of terminating”
or “an end or extremity; close or conclusion”).
Thus, if termination is given its first ordinary and popular meaning, which
comports with the district court’s understanding, Reinhardt would not be entitled to
the termination buyout fee because Kaseya allowed the contract to expire at the end
of its term, rather than affirmatively acting to end the parties’ contractual
relationship early. But if termination is given its second ordinary and popular
meaning, which Reinhardt argues the parties intended, Reinhardt would be entitled
to the termination buyout fee because the parties’ contractual relationship has ended.
Because “termination” is reasonably susceptible to either meaning, the contract is
ambiguous, and which meaning the parties intended must be resolved as a question
of fact. See GAP, Inc. v. GK Dev., Inc., 843 F.3d 744, 748 (8th Cir. 2016) (“A
contract is ambiguous when rational arguments can be made for different positions
about its meaning. . . . When a contract is ambiguous, the terms of the contract and
the parties’ intent become questions of fact.” (quoting Olander v. State Farm Mut.
Auto. Ins. Co., 317 F.3d 807, 809 (8th Cir. 2003) (en banc))).1
Second, when the contract is read in its entirety, there is some evidence
supporting Reinhardt’s argument that the parties intended for “termination” to mean
1 The district court cited several cases where contracting parties used
“termination” in accord with its interpretation. However, we do not find these cases
persuasive. Our task is to ascertain how the parties to this contract intended for
“termination” to be understood, see Higgins, 17 N.W.3d at 835, not how other parties
have used that term in other contracts. See Yates v. United States, 574 U.S. 528, 537
(2015) (“In law as in life, . . . the same words, placed in different contexts, sometimes
mean different things.”).

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the end of their contractual relationship. For example, if we interpret “termination”
like the district court and Kaseya, many of the contract’s provisions would have no
effect in this instance. See Highline Expl., Inc. v. QEP Energy Co., 43 F.4th 813,
817 (8th Cir. 2022) (“We will construe a contract ‘as a whole to give effect to each
provision if reasonably practicable.’” (quoting Bice v. Petro-Hunt, L.L.C., 768
N.W.2d 496, 500 (N.D. 2009))).
Indeed, according to section 9.15, “[s]ections 2.8, 2.11, 3.4, 4.4, 5.1, and
Articles 6, 8, and 9” only “survive termination,” not non-renewal. Many of these
terms demonstrate the parties decided they wanted to control where, when, and how
disputes arising out of the contract would be resolved. For instance, these clauses
govern liability for losses, (§§ 2.8, 2.11), the calculation of damages, (§ 6.3),
indemnity, (§ 9.2), limits of liability, (§ 9.3), how the contract should be interpreted
during litigation, (§§ 9.10, 9.11, 9.13), and the source of law and forum for disputes,
(§ 9.14). Other clauses address issues sophisticated entities like the litigants here
regularly cover in their contracts, including audit rights, (§ 4.4), representations and
warranties, (§ 5.1), non-competition and non-solicitation, (§ 6.1), and
confidentiality, non-disclosure, and the ownership of records, (§§ 6.2, 8.3). Given
that the parties expended the effort to negotiate and agree to these terms, we think
Reinhardt can make “good arguments” they intended the terms would be given effect
whenever their contractual relationship ended. Bye, 336 N.W.2d at 111.
Moreover, there is also some evidence in the record that Kaseya originally
understood these terms would govern if it decided not to renew the contract. For
instance, Kaseya argues we should apply the contract’s North Dakota choice of law
provision, even though it only survives “termination.” And while Kaseya conceded
at oral argument that Reinhardt cannot be bound by the contract’s non-solicitation
and confidentiality provisions if Kaseya’s interpretation of “termination” prevails,
when Kaseya sent Reinhardt its non-renewal letter it expressly “remind[ed]”
Reinhardt that its “confidentiality and other obligations,” “including the non-
solicitation of merchants,” “continue past the term of [its contract],” despite these
obligations only surviving “termination.”

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In sum, the district court erred in concluding as a matter of law that Kaseya’s
decision not to renew the contract was not a “termination.” We reach this conclusion
because “termination” is reasonably susceptible to the meaning Reinhardt argues the
parties intended — i.e., the end of their contractual relationship. Additionally, when
the contract is read as a whole, Reinhardt can make “good arguments” that this is the
meaning the parties intended because it will give effect to many additional contract
terms, as discussed above. Bye, 336 N.W.2d at 111. As a result, the contract is
ambiguous, and whether the parties intended for Reinhardt to receive the termination
buyout fee if Kaseya decided not to renew the contract must be resolved as a question
of fact. See Golden v. SM Energy Co., 826 N.W.2d 610, 617 (N.D. 2013) (“Here,
the parties have made rational arguments in support of their contrary positions as to
the meaning of the language in question. We conclude the contested provisions . . .
are ambiguous and the district court erred in interpreting the provisions as a matter
of law.”); accord Spagnolia v. Monasky, 660 N.W.2d 223, 228 (N.D. 2003).2
III. Conclusion
For these reasons, we reverse the district court’s judgment and remand for
further proceedings consistent with this opinion.
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2 Reinhardt asks us to decide as a matter of law that it is entitled to the
termination buyout fee. But Reinhardt did not ask the district court for this relief, so
we decline to do so. We also note that this case is only at the pleading stage. Kaseya
may develop additional arguments as to why it is not liable for the termination
buyout fee with the aid of discovery.

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