MADISON (LN) — U.S. District Judge James D. Peterson denied a motion for partial summary judgment in a commercial dispute involving the purchase of a design firm for more than $2 million, ruling that a buyer’s notice of breach need not cite specific contract sections and ordering the underlying stock purchase agreement unsealed.
The case involves R&R Media Group, LLC, a Wisconsin entity owned by Sara Rahn, and its purchase of Peggy Lauritsen Design Group from Minnesota resident Peggy Lauritsen. The parties closed the deal on June 16, 2023, for more than $2 million.
R&R Media sued Lauritsen for breach of contract and fraudulent inducement, alleging she concealed the company’s declining prospects by manipulating financial data and failing to disclose that its largest client, UnitedHealth Group, was dissatisfied with its work.
Lauritsen moved for partial summary judgment on two narrow issues. First, she argued R&R Media forfeited some claims because its written notice of breach did not identify the specific sections of the stock purchase agreement it believed Lauritsen had violated.
The court rejected that argument, applying Delaware law as required. The judge ruled that the agreement’s notice provision, which required “reasonable detail” of the claim’s nature and circumstances, did not clearly and unambiguously require the buyer to list specific contract sections.
“The parties in this case could have bargained for an obligation to identify particular sections of the contract in their written notices of claims, but they did not do so,” Peterson wrote.
The judge cited Delaware Court of Chancery precedent holding that a general reference to the agreement is sufficient because parties are expected to know its provisions. Lauritsen’s argument that the notice must specify the legal basis rather than just the factual basis was unpersuasive, the court found.
Second, Lauritsen argued R&R Media was not entitled to attorney, expert, and consultant fees because the stock purchase agreement lacked a fee-shifting provision.
The court agreed that the agreement did not provide for fee-shifting. Indemnification provisions traditionally cover third-party losses, not first-party litigation costs, and Delaware courts require a “clear and unequivocal” statement of intent to shift fees.
However, the judge denied summary judgment on the fees issue anyway. R&R Media had raised the possibility of fee awards based on bad faith or equitable grounds, and Lauritsen had not addressed those alternative theories in her summary judgment briefing.
“Lauritsen contended only that fees were not available under the stock purchase agreement, so she forfeited any arguments about other grounds for fee-shifting,” the court wrote.
The order also addressed the parties’ practice of filing almost every document under seal, including the complaint and briefs, which omitted all references to the stock purchase agreement.
Peterson ruled that when litigants ask a court to interpret a contract, the contract enters the public record unless it contains legitimately confidential information like trade secrets.
“Parties may agree to a protective order to facilitate discovery of confidential information, but once the discovered information is filed in court and forms the basis of a judicial decision, it ordinarily must be disclosed,” the judge wrote.
The court found little to no legitimately confidential information in the agreement and ordered the parties to file an unredacted copy by May 26, 2026.
The case will proceed to a bench trial on all claims.