                    United States Court of Appeals
                          FOR THE EIGHTH CIRCUIT
                                  _____________

                                  No. 98-2678NE
                                  _____________

Burlington Northern Railroad         *
Company, a Delaware Corporation,     *
                                     *
            Appellee,                *
                                     * On Appeal from the United
                                     * States District Court
      v.                             * for the District of
                                     * Nebraska.
Judds Brothers Construction          *
Company, a Nebraska Corporation,     *
                                     *
            Appellant.               *
                                ___________

                             Submitted: April 21, 1999
                                 Filed: July 9, 1999
                                  ___________

Before RICHARD S. ARNOLD and WOLLMAN,1 Circuit Judges, and WOLLE,2
      District Judge.
                           ___________

RICHARD S. ARNOLD, Circuit Judge.




      1
       The Honorable Roger L. Wollman became Chief Judge of this Court on
April 24, 1999.
      2
        The Honorable Charles R. Wolle, United States District Judge for the Southern
District of Iowa, sitting by designation.
       Judds Brothers Construction Company prevailed at trial in this case and obtained
a jury verdict for damages on its counterclaim for breach of contract against Burlington
Northern Railroad Company. The District Court3 granted Burlington Northern’s
motion for judgment as a matter of law and vacated the jury verdict. Judds Brothers
appeals, and we affirm.

        Judds Brothers’ counterclaim was based on a written settlement agreement it
entered into with Burlington Northern that resolved a dispute over a construction
project Judds performed at one of Burlington’s facilities. According to Judds, as part
of the settlement Burlington agreed to reinstate Judds as a supplier of construction
services and allow Judds to bid on all of Burlington’s future construction projects
which Judds could feasibly perform. In addition, Judds contends that Burlington agreed
that if Judds was the low bidder on any of these projects, then it would be awarded the
contract. Judds claims that Burlington broke this agreement when it failed to allow
Judds to bid on several projects and also refused to award Judds two contracts on
which it was the low bidder.

       It is undisputed that nothing in the written agreement can be construed as
providing for the terms Judds alleges.4 At trial, Judds attempted to supplement the
written agreement with extrinsic evidence of these additional terms. After hearing all


      3
      The Hon. Lyle E. Strom, United States District Judge for the District of
Nebraska.
      4
         The agreement states only that Burlington would write “a letter indicating that
the litigation here resulted from a misunderstanding between the parties and that the
controversy has been resolved to the mutual satisfaction of Burlington Northern and
Judds Brothers.” The letter, which was written shortly after the agreement was signed,
was addressed “To Whom It May Concern:” and states that “Judds Brothers
Construction continues to be a supplier of construction services to the Burlington
Northern Railroad. Judds has also provided tie rehabilitation service to the Burlington
Northern since 1987.”
                                          -2-
of the evidence, the District Court held that the written agreement was the only
competent evidence of the terms of the settlement, and concluded that Burlington was
entitled to judgment as matter of law.

       Most of the arguments urged on appeal involve the application of general
principles of Nebraska contract law. These issues were ably addressed by the District
Court’s memorandum opinion, and we see no reason to undertake a protracted
discussion on the subject. As for the appellant’s constitutional challenge and any other
arguments not addressed by the District Court’s opinion, we have thoroughly examined
the record and the transcripts and find these issues to be without merit.

      Affirmed.

      A true copy.

             Attest:

                  CLERK, U.S. COURT OF APPEALS, EIGHTH CIRCUIT.




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