Little Caesar Enterprises

This is a breach of franchise action between Little Caesar Enterprises, Inc. ("Little Caesar") and OPPCO, LLC ("OPPCO"), a company through which Erich Overhardt purchased four Little Caesar franchises. Overhardt closed the stores after all four franchises lost money. Little Caesar then terminated the franchise agreements and sued OPPCO for breach of the franchise agreements. OPPCO counterclaimed that Little Caesar should be found liable for fraud and breach of contract, and Overhardt sought a rescission of the franchise agreements. The district court granted Little Caesar summary judgment on OPPCO's fraud claims. Following a bench trial on the merits, the district court held that Overhardt was entitled to a rescission of all four franchise agreements and restitution of the money he spent on the franchises. Little Caesar and its corporate advertising arm, Little Caesar National Advertising Program ("LCNAP") now appeal the bench trial verdict entered against them. OPPCO cross appeals, challenging both the district court's decision to grant summary judgment against OPPCO's fraud counterclaims, and the court's refusal to award attorney's fees to OPPCO under South Dakota's Franchise Act. For the following reasons, we REVERSE the district court's summary judgment ruling on the fraud counterclaims, but AFFIRM the district court's judgments in all other respects. Accordingly, we REMAND the case for further proceedings.