MAJESTIC MILLING COMPANY LLC v. RIVER VALLEY AG EXCHANGE LLC (2026)

River Valley Ag Exchange, LLC, (River Valley) appeals from the judgment of the Circuit Court of Boone County (trial court) entered in favor of Majestic Milling Company, LLC, (Majestic) after a bench trial. River Valley raises two points on appeal. First, River Valley argues that the trial court erred in entering judgment against it for breach of contract because the trial court misinterpreted the parties’ written agreement by disregarding their intent when the written agreement clearly and unambiguously stated River Valley's failure to supply soybeans would not constitute a breach of contract. Second, River Valley contends that the trial court erred in entering judgment against it for breach of the implied covenant of good faith and fair dealing because the trial court misapplied the law when, under Missouri law, there can be no breach of the covenant of good faith and fair dealing if the defending party acts in accordance with the contract's express terms and, here, the agreement expressly provided that the failure to supply soybeans would not be deemed a breach. We affirm.

Factual and Procedural Background

River Valley is a business that purchases and sells organic grains, including soybeans, and provides seed fertilizer and grain elevator services to a specialty market. River Valley is owned by Derek Davis (Davis) and his wife. Majestic is a business that purchases organic grain, including soybeans, and processes it into farm finished feed. Mark Hudson (Hudson) is a part owner of Majestic and is responsible for the company's day-to-day operations. Hudson would enter into contracts for input of organic grains to Majestic. Hudson would then fix their feed contracts, or output sales of finished feed, based on the supply/input contracts. What price Hudson could sell the finished feed for to his end buyer was based on what he was able to buy the initial grain for. Hudson testified that he made sure to source the soybeans before entering into a contract with his end users.

Davis and Hudson began discussions for River Valley to supply Majestic with organic soybeans in February 2020. Davis testified that “things weren't progressing as fast as [he] would have liked” from late March to approximately September 2020, so Davis reached out to Hudson and contacted an attorney to help draft a contract.

On October 17, 2020, Davis emailed Hudson the first version of the contract and supply schedule, requesting Hudson to “[l]ook over and send back a signed copy if it looks good[.]” Two days later, Hudson replied that paragraph 1 seemed “pretty one sided” because it imposed unequal notice provisions on River Valley and Majestic, should either be unable to supply or buy, respectively. River Valley revised the draft agreement to give each party an equal ten-day notice period, which satisfied Majestic's concerns.

On October 26, 2020, River Valley and Majestic entered into a purchase and sale agreement (the Contract) in which River Valley agreed to sell and Majestic agreed to buy certain quantities of soybeans at an agreed upon price from October 2020 through September 2021 pursuant to an attached schedule. Relevant sections of the Contract read:

[Paragraph] 1. Soybean Sales. Seller will use Seller's best efforts to procure and sell soybeans to Buyer, and Buyer will purchase soybeans from Seller, in the quantities and at the prices identified on Schedule 1 attached to this Agreement. Each month's soybean total set forth on Schedule 1 shall be divided into weekly deliveries to Buyer, and Seller shall endeavor to, but is not required to, make the weekly amounts within each month roughly equal. Seller shall not be liable to Buyer should for any reason Seller be unable to supply soybeans in the quantities identified on Schedule 1. In the event of Seller's inability to supply the quantity identified on Schedule 1, in whole or in part, Seller shall give to Buyer ten (10) days’ advance notice (“the Insufficient Supply Notice”), and Buyer shall be free thereafter to procure substitute soybeans elsewhere for the remainder of the deliveries described on Schedule 1.

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[Paragraph] 7. Termination. This Agreement cannot be terminated except as provided in this paragraph. In the event of a party's breach of this Agreement, the party asserting the breach shall give the other party written notice of the existence and nature of the breach and such other party shall have the opportunity to correct such breach during the ten (10) day period following such notice. If the breach is not corrected, the notifying party may terminate this Agreement immediately. Seller's failure to provide soybeans in the quantities specified on Schedule 1 shall not be deemed a breach of this Agreement.

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[Paragraph] 17. Notice. Any notice given under this Agreement shall be in writing and shall be deemed properly given on the date such notice is given if personally delivered, or on the date deposited with the United States Postal Service, postage pre-paid, certified mail, return receipt requested․

The Schedule provided that River Valley would supply Majestic with 21,000 bushels of soybeans per month from October 2020 through May 2021 and 42,000 bushels per two-month period from June through July 2021 and August through September 2021, with the sale price increasing over the contract term from $19.95 per bushel in October 2020 to $21.70 per bushel in August and September 2021. In total, River Valley agreed to sell 252,000 bushels at an average price of $20.85 per bushel.

Hudson testified that after sourcing 252,000 bushels of soybeans from River Valley, Majestic contracted to sell 6,000 tons of soybean meal to a third-party buyer.¹

Hudson testified that he did not expect to receive 21,000 bushels of soybeans in October 2020 given that the parties entered into the contract late October. River Valley delivered the first load of contracted soybeans to Majestic on December 1, 2020, and Majestic paid the contract price of $19.95 per bushel.

The price of soybeans began increasing in January 2021. On January 8, 2021, Davis emailed Hudson stating:

We are getting low on beans at least for the short term. With what we are picking up on the farm and on hand, we are around 6-7k bushel left. We are cleaning soybean seed so we will continue to trickle some in. We have corn coming in and probably in larger quantities. Let me know if you have interest. Also, we may need soy meal and wanted to check with you first and on the other side, we have another source for some if you don't have any that could be a competitive option for you if in the market.

Davis testified that he sent the email because he realized “farmers were not coming in like [River Valley] understood them to be or hoped,” and that he intended the email to be a “warning” or “notice” of an insufficient supply but knew that the email was not done “properly” to be notice of insufficient supply per the Contract's requirements. Hudson testified that he was not alarmed by the email and did not interpret it as notice that River Valley was going to default on the Contract. During the month of January, River Valley supplied Majestic with soybeans at the contract price of $20.45 per bushel.

River Valley continued to supply Majestic at the contract price and at a regular rate until February 2021, when the deliveries became “a little slower” than Hudson had hoped. Hudson testified that weather-related issues, transportation issues, and the COVID-19 pandemic all contributed to the slow deliveries, noting that “[a]griculture is pretty messy.”

During February 2021, River Valley made three deliveries throughout the month whereas it made seventeen in January. Hudson testified that he was not concerned on February 1st, but he became increasingly concerned as the month went on. Hudson testified that he attempted to contact Davis for approximately a month leading up to early March 2021, but Davis never returned his calls. Hudson began looking for replacement soybeans around March 6, 2021.

Hudson testified that River Valley eventually contacted Majestic, informing Majestic that they had soybeans at an above-contract price. Hudson testified that they purchased the soybeans because Majestic was “in duress” given that they were “out of inventory.” Hudson testified that they try to keep a ninety-day supply of soybeans on hand but had reached a “critical” thirty-day low supply. Davis testified that during his last phone call with Hudson in April, Davis informed Hudson he found soybeans that were available for “either $26.00 or $26.50,” Hudson said not to call again if Davis could not get a lower price, and Davis thereafter refrained from calling about soybeans if they were above $26.00. River Valley made its last delivery to Majestic on April 22, 2021, for approximately $25.00 per bushel.

In total, River Valley ultimately provided Majestic with 40,579 bushels of the 252,000 bushels agreed to in the Contract. Hudson testified that River Valley never offered to deliver the balance of the contracted soybeans and that River Valley never sent notice of their inability to deliver the contracted amount of soybeans.

Majestic's expert testified that, although the price of organic soybeans increased in 2021 due to various factors, there was a sufficient supply. Throughout the contract term, to make up for the deficiencies in River Valley's deliveries, Majestic purchased additional soybeans from third parties that Hudson contacted through the USDA Organic Integrity Database, a public government database listing Missouri, Iowa, Arkansas, and Kansas soybean suppliers. During the contract term, Majestic purchased a total of 203,828 bushels from third-party vendors totaling $5,240,775.12. Majestic paid the following average price per bushel to third party vendors: $23.00 in April 2021, $25.90 in May 2021, $25.30 in June 2021, $29.24 in July 2021, $29.71 in August 2021, and $31.74 in September 2021.²

Majestic filed a petition against River Valley for breach of contract on August 9, 2021. In October 2021, Majestic filed its first amended petition alleging a second count for breach of the covenant of good faith and fair dealing. After a bench trial, the trial court entered an interlocutory judgment in favor of Majestic on both counts and awarded Majestic $869,110.79 in damages, leaving unresolved the issue of attorneys’ fees, costs, and interest. After a hearing on attorneys’ fees, costs, and interest, the trial court entered its final judgment in favor of Majestic on December 31, 2024, in the total amount of $1,250,738.20. The total amount consisted of $869,110.79 in compensatory damages, $115,895.41 in attorneys’ fees, and interest dating back to August 9, 2021, in the amount of $265,732.00.

River Valley appeals. Additional facts relevant to the disposition of the appeal are included below as we address River Valley's two points on appeal.

Standard of Review

In the appeal of a bench-tried case, “we will affirm the circuit court's judgment unless there is no substantial evidence to support it, it is against the weight of the evidence, or it erroneously declares or applies the law.” Johannesmeyer v. Net Zero, LLC, 716 S.W.3d 344, 348 (Mo. App. W.D. 2025) (citing Murphy v. Carron, 536 S.W.2d 30, 32 (Mo. banc 1976)). “We will accept as true the evidence and inferences from the evidence that are favorable to the trial court's [judgment] and disregard all contrary evidence.” Brownfield v. Heman, 711 S.W.3d 386, 401 (Mo. App. W.D. 2025) (citation and internal quotation marks omitted). We defer to the trial court's credibility determinations, and “view the evidence and inferences drawn therefrom in the light most favorable to the judgment.” Id. (citation omitted). However, contract interpretation is a question of law that we review de novo. Belton Chopper 58, LLC v. North Cass Dev., LLC, 496 S.W.3d 529, 532 (Mo. App. W.D. 2016).

Analysis

River Valley raises two points on appeal. First, River Valley contends that the trial court erred in entering judgment against it for breach of contract because the trial court misinterpreted the parties’ written agreement by disregarding their intent when the “written agreement clearly and unambiguously provided that River Valley's failure to supply soybeans would not be deemed a breach of the agreement.” Second, River Valley argues that the trial court erred in entering judgment against it for breach of the implied covenant of good faith and fair dealing because the trial court misapplied the law when, under Missouri law, the covenant is not breached if the defending party acted in accordance with the contract's express terms. Specifically, River Valley argues that although it failed to supply soybeans, the agreement expressly provided that such a failure would not constitute a breach and that River Valley would not be liable. We address each point in turn.

Point I

The primary goal of contract interpretation is determining and giving effect to the parties’ intent. Robb v. Bond Purchase, LLC, 580 S.W.3d 70, 81 (Mo. App. W.D. 2019). We read the contract's terms as a whole to determine the parties’ intent, giving the terms their plain, ordinary, and usual meaning. Health Care Found. of Greater Kansas City v. HM Acquisition, LLC, 507 S.W.3d 646, 656 (Mo. App. W.D. 2017). “The dictionary is a good source for finding the plain and ordinary meaning of contract language; but the contract's context must be considered in applying the appropriate dictionary definition.” Schler v. Coves North Homes Ass'n, 426 S.W.3d 720, 723 (Mo. App. W.D. 2014) (citation omitted). If a contract consists of multiple documents, all of the documents must be read together to capture what the parties intended. Metrc, LLC v. Steelman, 617 S.W.3d 472, 481 (Mo. App. W.D. 2021) (citation omitted).

We may look outside the contract to determine the parties’ intent only where the contract is ambiguous on its face. Robb, 580 S.W.3d at 81 (citation omitted). If a contract is ambiguous, the pertinent circumstances to consider are:

[T]he entire contract, subsidiary agreements, the relationship of the parties, the subject matter of the contract, the facts and circumstances surrounding the execution of the contract, the practical construction the parties themselves have placed on the contract by their acts and deeds, and other external circumstances that cast light on the intent of the parties.

Lee v. Bass, 215 S.W.3d 283, 290 (Mo. App. W.D. 2007) (citation omitted). Additionally, it is a well-settled rule that an ambiguous contract will be construed against the drafter, in this case, River Valley. State ex. rel. Hewitt v. Kerr, 461 S.W.3d 798, 811 (Mo. banc 2015) (citation omitted).

River Valley argues that it did not breach the Contract because of the “unambiguous” language in the first and third sentences in paragraph 1 of the Contract:

Seller will use Seller's best efforts to procure and sell soybeans to Buyer, and Buyer will purchase soybeans from Seller, in the quantities and at the prices identified on Schedule 1 attached to this Agreement․ Seller shall not be liable to Buyer should for any reason Seller be unable to supply soybeans in the quantities identified in Schedule 1.

(Emphasis added.) In regard to the first sentence, River Valley contends that the word “procure” indicated River Valley was going to obtain soybeans in the future, and the clear understanding was that River Valley was going to procure soybeans at or below the prices set forth in Schedule 1 because, otherwise, River Valley would have had no incentive to enter into the Contract. This reasoning ignores the benefit River Valley received by locking in the sale of 252,000 bushels of soybeans with a buyer. If the market price had gone down, River Valley would have benefitted from a locked in buyer price. River Valley then argues that, given the fact that it might not have been able to procure and sell 252,000 bushels of soybeans at the prescribed prices, the parties agreed that it would not be liable if it was unable to supply quantities in accordance with Schedule 1 “for any reason,” which would include a sudden increase in the soybean market price in January 2021. River Valley argues that, together, the two provisions “clearly and unambiguously expressed the parties’ intent that River Valley would not be liable if [it] was unable to procure and sell soybeans in the quantities and at the price set forth in Schedule 1.”

In response, Majestic argues that River Valley cites to “an incomplete and misleading” portion of paragraph 1 to contend that its duty was “to procure soybeans at or below the prices set forth in Schedule 1.” Majestic argues that, instead, the provision should be interpreted in the context of the surrounding provisions and the incorporated Schedule 1 which, when read together, makes it “clear that the parties intended the prices in the Schedule to be the prices at which Majestic would purchase soybeans from River Valley, not the highest prices River Valley would be required to pay to procure soybeans.” We agree.

Reading the Contract's terms as a whole to determine the parties’ intent, we find it necessary to also consider the second sentence in paragraph 1, which River Valley omits from its argument: “Each month's soybean total set forth on Schedule 1 shall be divided into weekly deliveries to Buyer, and Seller shall endeavor to, but is not required to, make the weekly amounts within each month roughly equal.” See Health Care Found., 507 S.W.3d at 656. Similarly, because the Contract incorporated Schedule 1, we must also read both documents together to capture the parties’ intent. See Metrc, 617 S.W.3d at 481. Based on this, we conclude that the documents establish the parties intended River Valley to use its best efforts to sell 252,000 bushels of soybeans in the quantities and at the prices identified in Schedule 1, while recognizing that River Valley might be unable to deliver soybeans in quantities that strictly adhered with Schedule 1 on occasions.

First, we find that the parties intended the prices in Schedule 1 to be the prices at which Majestic would purchase soybeans from River Valley, not the highest prices River Valley would be required to pay to procure the soybeans. Schedule 1 specifically provides the “RVAE [River Valley Ag Exchange] Sell Price,” and contains a note that states, “Average contract price to Majestic Milling over 12 month period $20.85.” Additionally, the third clause of the first sentence in paragraph 1 of the Contract—“in the quantities and at the prices identified on Schedule 1”—modifies the first two clauses relating to River Valley's “best efforts to procure and sell” and Majestic's obligation to “purchase soybeans from [River Valley].” (D5.) Thus, we find that River Valley agreed to sell soybeans to Majestic at an average price of $20.85—not purchase or procure soybeans at an average price of $20.85. Reading the Contract and Schedule language as River Valley suggests—that the parties agreed River Valley was going to procure soybeans at or below the Schedule 1 prices—would be contrary to the documents’ plain and ordinary meaning.

Next, any ambiguity in the third sentence of paragraph 1 of the Contract stating, “Seller shall not be liable to Buyer should for any reason Seller be unable to supply soybeans in the quantities identified in Schedule 1,” is clarified when considering the entire contract, the subject matter of the contract, and the facts and circumstances surrounding the contract's execution. See Lee, 215 S.W.3d at 290. We find that any flexibility the parties intended to account for pertains to River Valley's ability to adhere to the quantities identified in the Schedule and the roughly equal weekly deliveries—not the pricing. As discussed supra, Schedule 1 outlines a set “sell price” per month. In contrast, Schedule 1 provides quantities to be supplied in bushels per one-or two-month period, without providing any specification in the delivery rate. The Contract itself clarifies the delivery rate, providing some flexibility in the monthly deliveries by stating “[e]ach month's soybean total set forth on Schedule 1 shall be divided into weekly deliveries to [Majestic], and [River Valley] shall endeavor to, but is not required to, make the weekly amounts within each month roughly equal.” (Emphasis added.)

Any flexibility the parties intended in their adherence to the Schedule 1 quantities is supported by the fact that Hudson stated he did not expect to receive 21,000 bushels of soybeans in October 2020 because the parties entered into the contract late October, yet, the Schedule accounted for a delivery of 21,000 bushels in October. Furthermore, Hudson testified that “[a]griculture is pretty messy,” citing transportation issues, COVID-19, and weather for the delivery delays that began in February 2021. Therefore, the Contract's plain language and the testimony establishes that the parties anticipated River Valley might have difficulties strictly adhering to the Schedule 1 quantities because of the unpredictability in agricultural business—not that River Valley could relieve itself of delivering 252,000 bushels “for any reason,” such as a price increase.

We additionally disagree with River Valley's contention that it was not liable under the third sentence of paragraph 1 in the Contract. River Valley was not “unable to supply” soybeans because the evidence established that there was an available supply of soybeans. Unable means “not able” or “incapable.” Unable, Merriam-Webster Online Dictionary, https://www.merriam-webster.com/dictionary/unable. Majestic's expert testified that there was a sufficient supply of soybeans despite increasing prices in January 2021. Furthermore, Majestic was able to purchase additional soybeans throughout the contract term through the public USDA Organic Integrity Database to compensate for River Valley's deficiencies. The price increase did not excuse River Valley's nonperformance. See Mo. Pub. Serv. Co. v. Peabody Coal Co., 583 S.W.2d 721, 723, 728 (Mo. App. W.D. 1979) (coal supplier not excused from performing because it had “adequate coal supplies and ability to perform the contract” despite the fact that it would be unprofitable under the contract and suffer a loss); Ellis Gray Mill. Co. v. Sheppard, 222 S.W.2d 742, 743, 749 (Mo. banc 1949) (seller not excused for refusing to sell corn below market price, which became higher than the contract price after the parties entered into the contact, and seller found responsible for the difference between the cost of replacement corn purchased by buyer and the original contract price). See also Megan v. Updike Grain Corp., 94 F.2d 551, 554 (8th Cir. 1938) (citation omitted) (“An abnormal rise in the price of goods ․ due to the existence of ․ unusual trade conditions, such that defendant could not perform its contract without greater expense than anticipated, is not such an impossibility as will excuse performance.”).

We also reject River Valley's argument that it did not guarantee the delivery of all 252,000 bushels because the Contract did not state River Valley “promises,” “shall,” “will,” “must,” “is obligated to,” or “has a duty to” deliver the specified quantity of soybeans. It argues the Contract instead used the word “procure” to mean River Valley was going to obtain soybeans in the future “at or below” the Schedule 1 prices when it would make selling soybeans to Majestic profitable. A plain reading of the Contract does not establish the parties intended River Valley to obtain soybeans at an unspecified time in the future once soybean prices were at or below Schedule 1 prices. The Contract and Schedule 1 explicitly provide for the delivery of 252,000 bushels of soybeans during the contract period from October 2020 through September 2021, and the Contract states the monthly totals “shall” be divided into weekly deliveries. If we were to adopt River Valley's proposed interpretation of the Contract which presumes River Valley was able to withhold deliveries until an unspecified time in the future once prices decreased, then we would be ignoring the Contract's plain language requiring weekly deliveries in some capacity. And construing the Contract against the drafter, River Valley, we also do not find that Majestic intended to enter into a Contract with the open-ended delivery schedule River Valley suggests given that Majestic contracted to sell 6,000 tons of soybean meal to a third-party buyer only after securing its soybean supply from River Valley.

Last, even if we found that River Valley's nonperformance due to the price increase was contemplated by the parties and permitted by the Contract, River Valley failed to give the ten-day notice, or the “Insufficient Supply Notice,” as required by paragraph 1. Hudson testified that River Valley never sent an insufficient supply notice. And although Davis emailed Hudson in early January stating they were “low on beans,” he conceded that he “did not do th[e] e-mail properly for it to be a notice of ․ insufficient supply.” As a result, River Valley's inability to deliver 252,000 soybeans is not excused by paragraph 1's language. We find that the trial court did not err in entering judgment against River Valley for breach of contract.

Point I is denied.

Point II

In River Valley's second point on appeal, it contends the trial court misapplied the law in finding that it breached the covenant of good faith and fair dealing when the Contract “expressly provided” that the failure to supply soybeans would not be deemed a breach.

“Under Missouri law, a duty of good faith and fair dealing is implied in every contract.” Arbors at Sugar Creek Homeowners Ass'n v. Jefferson Bank & Tr. Co., Inc., 464 S.W.3d 177, 185 (Mo. banc 2015).³ The cause of action's purpose is to “prevent opportunistic behavior where one party exploits changing economic conditions to the detriment of the other party.” Rock Port Mkt., Inc. v. Affiliated Foods Midwest Coop., Inc., 532 S.W.3d 180, 188 (Mo. App. W.D. 2017) (citation omitted). The covenant does not give rise to new obligations that are not contained in the contract's express terms, and it simply prohibits one party from depriving the other of its expected benefits under the contract. Park Ridge Assocs. v. U.M.B. Bank, 613 S.W.3d 456, 465 (Mo. App. E.D. 2020) (citation omitted). “A party breaches the covenant of good faith and fair dealing if it exercises a judgment conferred by the express terms of the agreement in a manner that evades the spirit of the agreement and denies the other party the expected benefit of the agreement.” Rock Port, 532 S.W.3d at 188 (citation omitted).

Whether a party has exercised good faith is a question of fact that depends to a great extent on the fact finder's credibility determinations. Hawthorn Bank & Hawthorn Real Est., LLC v. F.A.L. Invs., LLC, 449 S.W.3d 61, 65 (Mo. App. W.D. 2014) (citation omitted). We defer to the trial court on factual issues as it is in a superior position to judge “the credibility of the witnesses” as well as “their sincerity and character and other trial intangibles which may not be completely revealed by the record.” Id. (citation omitted).

River Valley argues that because it did not breach any express term of the parties’ written agreement, the trial court erred as a matter of law in entering judgment against it for breach of the implied covenant of good faith and fair dealing. More specifically, River Valley contends that although it failed to supply soybeans in accordance with Schedule 1, it did not evade the spirit of the Contract and, in contrast, the Contract expressly provided River Valley's failure would not constitute a breach. According to River Valley, it failed to supply the contracted soybeans, not because it failed to use its best efforts, but because the market price of organic soybeans rose preventing River Valley, or anyone for that matter, from being able to procure or sell organic soybeans at the quantities and at the prices set forth in Schedule 1.

The trial court found that River Valley was required to use its best efforts to procure and deliver 252,000 bushels of soybeans to Majestic, regardless of price fluctuations in the market, and it failed to do so. The trial court found that the primary fact supporting this conclusion was that Majestic was able to procure soybeans in the open market to compensate for River Valley's deficiencies, while also noting that the evidence established many of the “cover” suppliers were located in Missouri, Kansas, and the Greater Midwest—River Valley's admitted trade area—and that River Valley took few steps, if any at all, to procure soybeans from these sources. We note that the Contract also allowed River Valley to charge gradually increased prices for deliveries, also showing that the purpose of the Contract was to secure some protection for both parties from price fluctuations. Last, the trial court found that River Valley breached the implied duty of good faith and fair dealing because its conduct denied Majestic the expected benefit of a fixed price contract and evaded the spirit of the agreement.⁴ See Kopp v. Home Furnishing Ctr., LLC, 210 S.W.3d 319, 327 (Mo. App. W.D. 2006) (citation omitted).

As we discussed supra, we find that River Valley breached the Contract when it failed to supply the contracted amount of soybeans and, therefore, reject River Valley's argument that the trial court misapplied the law in entering judgment against River Valley for breach of the implied covenant of good faith and fair dealing. We additionally agree with the trial court's finding that River Valley failed to act in good faith, as evidenced by its failure to procure available soybeans on the open market despite Majestic's ability to do so from suppliers in River Valley's admitted trade area. We also note that, after the soybean price increased in early 2021, River Valley charged Majestic a total of $27,580.70 above the Contract price for several deliveries made in January, March, and April 2021, which Majestic paid because it “had to have [soybeans].” As Hudson testified, Majestic was “out of inventory” and “in duress.” We find that River Valley's charging above-Contract prices as a result of the changing economic conditions, and to Majestic's detriment, constituted the “opportunistic behavior” that the covenant of good faith and fair dealing seeks to prevent. See Rock Port, 532 S.W.3d at 188 (citation omitted).

Point II is denied.

Attorneys’ Fees

Both parties seek attorneys’ fees on appeal pursuant to Western District Rule 29 and paragraph 19 of the Contract which provides that the:

Agreement shall be interpreted, construed, and governed according to the laws of the state of Missouri and the parties stipulate and agree that any litigation concerning th[e] Agreement shall have venue only in Boone County, Missouri․ In any such dispute, the prevailing party shall be entitled to recover from the other its attorney fees and costs.

“If a contract provides for the payment of attorney's fees in the enforcement of a contract provision, the trial court must award them to the prevailing party.” Robb, 580 S.W.3d at 84 (citation omitted). Additionally, attorneys’ fees “may be awarded on appeal if they are based on a written agreement that is the subject of the issues presented in the appeal.” Simpson v. Simpson, 295 S.W.3d 199, 211 (Mo. App. W.D. 2009). Given that the Contract specifically provides that the prevailing party is entitled to recover attorneys’ fees and costs from the other party, we grant Majestic's motion to recover attorneys’ fees and costs on appeal. See Percy's High Performance, Inc. v. Krough, 445 S.W.3d 577, 583 (Mo. App. S.D. 2013); id. As the non-prevailing party, River Valley's motion for attorneys’ fees on appeal is denied.

Although this court has the authority to allow and fix the amount of attorneys’ fees on appeal, we are cautious to do so because the trial court is better equipped to hear evidence and argument to determine a reasonable award of fees. WI 909 Walnut, LLC v. 909 Walnut Tower LLC, 717 S.W.3d 775, 790 (Mo. App. W.D. 2025). Therefore, we remand the case to the trial court for a determination of reasonable attorneys’ fees and costs.

Conclusion

The trial court's judgment is affirmed. River Valley's motion for attorneys’ fees is denied. Majestic's motion for attorneys’ fees on appeal is granted and the case is remanded to the trial court to determine the appropriate attorneys’ fees and costs on appeal to be awarded to Majestic.

FOOTNOTES

1.   According to Hudson's testimony, forty-two bushels of soybeans are required to make one ton of soybean meal.

2.   Schedule 1 provided that River Valley's sale price per bushel was $20.95 in April 2021, $21.20 in May 2021, $21.45 for June through July 2021, $21.70 for August through September 2021.

3.   Under Missouri's version of the Uniform Commercial Code, good faith “means honesty in fact and the observance of reasonable commercial standards of fair dealing.” § 400.1-201(b)(20).

4.   The trial court did not assess additional damages for the breach of implied covenant of good faith and fair dealing.

Janet Sutton, Judge

Karen King Mitchell, P.J., and Lisa White Hardwick, J. concur.