In the
United States Court of Appeals
For the Seventh Circuit
No. 10-1290
D AVID N. R AIN and P ARAMOUNT
INTERNATIONAL, INC.,
Plaintiffs-Appellants,
v.
R OLLS-R OYCE C ORPORATION,
Defendant-Appellee.
Appeal from the United States District Court
for the Southern District of Indiana, Indianapolis Division.
No. 07 C 1233-WTL-DML—William T. Lawrence, Judge.
A RGUED S EPTEMBER 14, 2010—D ECIDED N OVEMBER 18, 2010
Before B AUER, F LAUM, and H AMILTON, Circuit Judges.
F LAUM, Circuit Judge. David Rain and Paramount Inter-
national, Inc. brought a breach of contract action against
Rolls-Royce Corporation, alleging that Rolls-Royce twice
breached a non-disparagement agreement the parties
executed in connection with the settlement of an earlier
lawsuit. The district court granted partial summary
judgment in Rolls-Royce’s favor on one of the claims,
2 No. 10-1290
and, following a bench trial, entered judgment for Rolls-
Royce on the second claim. For the following reasons,
we affirm.
I. Background
A. Factual Background
Rolls-Royce manufactures a Model 250 aircraft engine
for use in helicopters. Rolls-Royce has a number of “au-
thorized maintenance centers” (“AMCs”) and “authorized
rework facilities” (“ARFs”)—known as the “Model 250
FIRST Network”—that service, repair, and overhaul
Model 250 engines around the world. David Rain is the
sole shareholder and officer of Paramount Interna-
tional, Inc. (“Paramount”), which is in the business of
selling parts for the Model 250 engine to, among others,
the AMCs and ARFs in the FIRST Network. Therefore,
Paramount and Rolls-Royce are direct competitors.
Rolls-Royce and Rain have a contentious history. In
2005, Rolls-Royce filed suit against Rain, Paramount, and
others, alleging that they had misappropriated Rolls-
Royce’s intellectual property. On May 19, 2006, the
parties executed a formal settlement agreement and
dismissed the lawsuit. The agreement, which is gov-
erned by Indiana law, contains a non-disparagement
provision stating: “None of the Parties will disparage
the other.” The agreement further provides that any
material breach of the settlement agreement entitles the
prevailing party to its attorney’s fees plus damages in
an amount not less than $1,000,000.
No. 10-1290 3
1. The 2007 Texas Lawsuit
In 2007, Rolls-Royce filed a complaint in the United
States District Court for the Northern District of Texas,
alleging that the defendants in that case had obtained
Rolls-Royce’s proprietary information from a New
Jersey corporation—referred to as the “Principal Corpora-
tion”—owned by “Mr. Doe.” The complaint asserted a
RICO claim, in which Rolls-Royce alleged that the de-
fendants had conspired with “Principal Corporation” and
“Doe” to obtain and use Rolls-Royce’s proprietary infor-
mation. There is no dispute that, while Rain and Para-
mount were not named as defendants in the Texas suit,
the complaint used the pseudonyms “Mr. Doe” and
“Principal Corporation” to refer to Rain and Paramount.
2. The 2007 Helio-Expo
Also in 2007, Rain attended the Heli-Expo, an annual
trade show sponsored by the Helicopter Association In-
ternational (“HAI”). At the 2007 Heli-Expo, Rolls-Royce,
the AMCs, and the ARFs sponsored a private customer
appreciation event. The FIRST Network members pur-
chased passes to the event from Rolls-Royce to give to
their customers. Rain obtained a pass from an AMC and
attended the event.
At the event, Rain spoke with various Rolls-Royce
employees—including Scott Crislip, then the President of
the Rolls-Royce Helicopter Division—without incident.
While Rain was speaking with Rolls-Royce employee
Tom Leonard, Jeff Edwards, a Rolls-Royce vice-president,
4 No. 10-1290
approached Rain. Concerned that Rain would “bait” a
Rolls-Royce employee into making a disparaging com-
ment about him, Edwards told Rain that his presence at
the event was inappropriate, and asked him to leave.
Both Leonard and another Rolls-Royce employee,
Andrew Maasch, were in the vicinity while Edwards
spoke to Rain. Rain exited the event through the hotel
lobby, at Edwards’s direction, and Edwards followed
Rain out. On his way out, Rain passed a business
associate, Eric Witters, and told Witters that he was
“getting kicked out.”
Another individual, Steve Van Hemert, also was asked
to leave the event. Van Hemert is the general manager of
a shop that services Model 250 engines. Representatives
from the AMCs were upset that Rolls-Royce had asked
some of their invited guests—for whom they had pur-
chased tickets—to leave the event.
B. Procedural History
On September 25, 2007, appellants filed a breach of
contract suit alleging that Rolls-Royce had breached the
non-disparagement provision in the 2006 settlement
agreement—once by including certain allegations in
the Texas complaint, and again by escorting Rain out of
the Heli-Expo event. The district court granted Rolls-
Royce’s motion for partial summary judgment as to
the claim based on the Texas lawsuit, finding that even
if Rolls-Royce disparaged appellants by accusing them
of being involved in racketeering and other wrong-
doing, Rolls-Royce was immune from liability under
No. 10-1290 5
Indiana’s absolute litigation privilege. Following a
bench trial on appellants’ other breach of contract claim,
the district court held that Rolls-Royce’s treatment of
Rain at the Heli-Expo event did not constitute disparage-
ment in violation of the settlement agreement. In
reaching that conclusion, the court looked to Black’s
Law Dictionary to identify the plain and ordinary
meaning of the term “disparage,” which it found to be:
“[t]o dishonor (something or someone) by comparison” or
“[t]o unjustly discredit or detract from the reputation of
(another’s property, product or business).” The trial judge
found that while Rolls-Royce’s action may have caused
Rain embarrassment, it did not detract from his reputa-
tion as a businessman or reflect poorly on his character,
his products or his business dealings, and thus did not
constitute disparagement. Appellants timely appealed
both rulings.
II. Discussion
A. Indiana’s Absolute Litigation Privilege and the Texas
Lawsuit
We review de novo a district court’s grant of summary
judgment. See Lewis v. Downey, 581 F.3d 467, 472 (7th
Cir. 2009). A grant of summary judgment is appropriate
where “there is no genuine issue as to any material fact
and . . . the moving party is entitled to judgment as
a matter of law.” F ED. R. C IV . P. 56(c). On appellate
review, we review the facts and inferences in the light
most favorable to the nonmoving party. See Haefling v.
UPS, 169 F.3d 494, 497 (7th Cir. 1999).
6 No. 10-1290
“Indiana law has long recognized an absolute privilege
that protects all relevant statements made in the course
of a judicial proceeding, regardless of the truth or
motive behind the statements.” Hartman v. Keri, 883
N.E.2d 774, 777 (Ind. 2008). The purpose for the
privilege is to “preserv[e] the due administration of
justice by providing actors in judicial proceedings
with the freedom to participate without fear of future
defamation claims.” Id. (citations and internal quotation
marks omitted). In the words of one Indiana court, the
privilege recognizes that the “public[’s] interest in the
freedom of expression by participants in judicial pro-
ceedings, uninhibited by the risk of resultant suits for
defamation, is so vital and necessary to the integrity of
our judicial system that it must be made paramount to
the right of the individual to a legal remedy when he
has been wronged.” Miller v. Reinert, 839 N.E.2d 731, 735
(Ind. Ct. App. 2005) (citation omitted).
In determining whether a statement is relevant and
pertinent, such that it is absolutely privileged, Indiana
“courts favor a liberal rule.” Id. Only those allegations
that are “so palpably irrelevant to the subject matter of
the controversy that no reasonable man can doubt
[their] irrelevancy and impropriety” are not covered by
the privilege. Id. The allegations at issue asserted that
Doe and Principal (meaning Rain and Paramount) traf-
ficked in intellectual property stolen from Rolls-Royce
and formed an enterprise with the defendants in that
case to replicate Rolls-Royce engine parts and undercut
Rolls-Royce’s business. There can be no doubt that those
allegations were “pertinent and relevant to the [Texas]
No. 10-1290 7
litigation,” as Fifth Circuit precedent required Rolls-
Royce to allege the existence of an “enterprise” in order
to plead its RICO claim. See St. Paul Mercury Ins. Co. v.
Williamson, 224 F.3d 425, 439 (5th Cir. 2000). Moreover,
because the alleged enterprise was an association-in-
fact (as opposed to a legal entity), Rolls-Royce was re-
quired to “show evidence of an ongoing organization,
formal or informal, that functions as a continuing unit
over time through a hierarchical or consensual decision-
making structure.” Id. at 441.
Thus, the requirements for applying Indiana’s absolute
privilege are satisfied—the allegations were made in
the course of a judicial proceeding to which they
were relevant. Appellants nevertheless contend that
Rolls-Royce is not immune from liability because the
privilege does not extend beyond defamation and other
similar tort claims to encompass breach of contract
claims. No Indiana court has addressed whether the
absolute privilege precludes not only tort liability, but
also contractual liability. Faced with a novel question of
state law and no authority from the state courts, we shall
“examine the reasoning of courts in other jurisdictions
addressing the same issue and applying their own law for
whatever guidance about the probable direction of state
law they may provide.” Pisciotta v. Old Nat. Bancorp, 499
F.3d 629, 635 (7th Cir. 2007).
Courts in a number of other jurisdictions have con-
cluded that the absolute litigation privilege is applicable
to breach of contract actions, at least where immunity
from liability is consistent with the purpose of the privi-
8 No. 10-1290
lege. See Kelly v. Golden, 352 F.3d 344, 350 (8th Cir. 2004)
(holding that Missouri’s absolute privilege precluded
liability for an alleged breach of a nondisparagement/
confidentiality agreement based on statements made in
a judicial proceeding); Ellis v. Kaye-Kibbey, 581 F. Supp. 2d
861, 880-81 (W.D. Mich. 2008) (predicting that the
Michigan Supreme Court would hold that the absolute
litigation privilege “preclude[s] breach-of-contract
liability [for] one who gives testimony or produces in-
formation in a judicial proceeding—at least to the
extent that such action was necessary to comply with a
subpoena or other order (and perhaps even if the com-
munication was made in court in a judicial proceeding
but not required by any subpoena or court order)”);
Wentland v. Wass, 126 Cal.App.4th 1484, 1492 (Cal. App.
Ct. 3d Dist. 2005) (“whether the litigation privilege
applies to an action for breach of contract turns on
whether its application furthers the policies underlying
the privilege”); Tulloch v. JPMorgan Chase & Co., 2006
WL 197009, at *5 (S.D. Tex. Jan. 24, 2006) (concluding
that Texas law of absolute privilege bars all claims—
regardless of the legal theories on which they are
based—seeking “defamation damages,” meaning dam-
ages for injuries “flowing from the communication of
allegedly false statements during a judicial proceeding”).
We find that approach to be sound and conclude that
the Indiana Supreme Court would likely apply similar
reasoning.
Therefore, the question becomes whether applying the
litigation privilege in this case would promote the due
administration of justice and free expression by partici-
No. 10-1290 9
pants in judicial proceedings. We conclude that it
would. The application of the privilege here allows Rolls-
Royce to pursue its claims against third parties without
fear of future legal liability arising out of its efforts
to protect its intellectual property rights. By contrast,
the failure to apply the privilege would frustrate the
underlying policy by discouraging Rolls-Royce from
exercising its fundamental right to resort to the courts
to protect its rights.
Appellants contend that Indiana’s policy favoring the
enforcement of contracts counsels against applying the
litigation privilege here. Appellants waived this argu-
ment by failing to raise it before the district court. See
Mote v. Aetna Life Ins. Co., 502 F.3d 601, 608 n.4 (7th Cir.
2007). Moreover, we do not find appellants’ argument
persuasive. Appellants frame the inquiry as whether
the non-disparagement provision is enforceable. But the
agreement’s enforceability is not at issue. Rather, the
question is whether to impose liability for a violation of
that agreement. Under the circumstances presented, we
believe that the Indiana Supreme Court would refuse
to impose liability based on the absolute litigation privi-
lege. As noted above, applying the privilege here ad-
vances its underlying purpose. In addition, appellants’
breach of contract claim is largely indistinguishable
from a tort claim alleging injury flowing from state-
ments made in a judicial proceeding. While appellants
technically seek liquidated damages under the settle-
ment agreement, any damages they suffered were caused
solely by the fact that the statements were (allegedly)
tortious. Consequently, imposing liability here would
10 No. 10-1290
allow appellants to circumvent the privilege by recasting
what essentially is a tort claim as a breach of contract
action.
Appellants also argue that Rolls-Royce waived the
absolute privilege by agreeing to the non-disparage-
ment clause. Because appellants did not raise a waiver
argument below, they are barred from doing so here.
See Mote, 502 F.3d at 608 n.4.
Finally, appellants request that we certify the question
of whether Indiana’s absolute litigation privilege applies
to breach of contract claims to the Indiana Supreme
Court. Certification is appropriate only when “ ‘the case
concerns a matter of vital public concern, where the
issue will likely recur in other cases, where resolution of
the question to be certified is outcome determinative of
the case, and where the state supreme court has yet to
have an opportunity to [decide] . . . the issue.’ ” State Farm
Mut. Auto. Ins. Co. v. Pate, 275 F.3d 666, 672 (7th Cir. 2001)
(quoting In re Badger Lines, Inc., 140 F.3d 691, 698-99
(7th Cir. 1998)). Even where, as here, “there is no clear
guidance from a state court, . . . certification is neither
mandated nor always necessary.” Id. at 673. Because
“the procedure is not without costs to the litigants and
to the state court which already must contend with a
crowded docket of its own[,] . . . we approach the deci-
sion to certify with circumspection.” Id. at 671.
Under the circumstances of this case, we do not be-
lieve that certification is warranted. While the resolution
of the question is outcome determinative, the question
has not arisen before in Indiana’s appellate courts. If
No. 10-1290 11
and when it arises again, the state courts will be free
to reach their own conclusion, of course, and can tell us
if our prediction of Indiana law was correct. Without
seeing an obstacle to future state court resolution of
the issue, we see no need to require the parties to go
through another round of briefing and argument in
this litigation. “Finally, although not a primary factor,
we are entitled to take into account whether the request
for certification to the state court came from the party
who chose federal jurisdiction in the first place.” Brown
v. Argosy Gaming Co., L.P., 384 F.3d 413, 417 (7th Cir.
2004). As we have explained, “it’s not a proper alterna-
tive to proceeding in the first instance in state court to
sue in federal court but ask that the suit be stayed to
permit certifying the interpretive issue to the state
court, thus asking that the suit be split between two
courts.” Doe v. City of Chicago, 360 F.3d 667, 672 (7th Cir.
2004). Here, appellants had the option of bringing their
case in Indiana state court. That they chose to proceed
in federal court undermines their request for certification.
B. The Heli-Expo Incident
Following a bench trial, we review the district court’s
conclusions of law de novo and its findings of fact for
clear error. Johnson v. West, 218 F.3d 725, 729 (7th Cir.
2000). Rain contends that the district court erred in
reading the contract term “disparage” not to include the
sort of personal embarrassment he suffered as a result
of being escorted out of the Heli-Expo event.
12 No. 10-1290
Under Indiana state law, the court’s goal in inter-
preting a contract is to “give effect to the parties’ intent
as reasonably manifested by the language of the agree-
ment.” Reuille v. E.E. Brandenberger Constr., Inc., 888
N.E.2d 770, 771 (Ind. 2008). Unless the terms of a con-
tract are ambiguous, they will be given their plain and
ordinary meaning. Id. In order to determine the plain
and ordinary meaning of the term disparage, the
district court looked to Black’s Law Dictionary (7th ed.
1999), which defines “disparage” as “[t]o dishonor (some-
thing or someone) by comparison” or “[t]o unjustly
discredit or detract from the reputation of (another’s
property, product or business).” Other courts applying
Indiana law similarly have looked to dictionary defini-
tions in order to discern the meaning of the contract
term disparage. For example, in Indiana Ins. Co. v. North
Vermillion Community School Corp., 665 N.E.2d 630, 635
(Ind. Ct. App. 1996), the court relied on Webster’s
New World Dictionary to determine the meaning of “dis-
paraging material” in the context of an insurance
policy, concluding that “to disparage” means to “lower in
esteem; discredit.” Similarly, in Heritage Mut. Ins. Co. v.
Advanced Polymer Technology, Inc., 97 F. Supp. 2d 913,
932 (S.D. Ind. 2000), which also involved the interpreta-
tion of an insurance policy, the court considered three
different dictionary definitions before concluding that
“material that . . . disparages a person’s or organization’s
goods, products or services” refers to material that
“denigrate[s], discredit[s] or belittle[s] [another’s] prod-
ucts.” Finally, in Westfield Ins. Co. v. Gil Behling & Son, Inc.,
2010 WL 989933, at *12 (N.D. Ind. March 15, 2010), the
No. 10-1290 13
court relied on Black’s Law Dictionary to conclude, in
the context of yet another insurance policy, that “dispar-
agement of goods, products, or services involves the
denigration, discrediting, or belittling of a person’s or
organization’s goods, products, or services.”
We conclude that the Indiana Supreme Court would
rely on dictionary definitions to find that the term “dispar-
age,” as it is used in the settlement agreement, means
“to dishonor by comparison; to unjustly discredit or
detract from the reputation of; to lower in esteem; to
denigrate; to belittle.” The real dispute, however, is
whether the term “disparage” applies in the context of
injuries to an individual’s reputation (in a manner akin
to the tort of defamation), or whether it refers more
narrowly to assaults on one’s reputation in the business
or commercial context. The district court took the later
approach, concluding that the “act of escorting Rain out
of the event was not designed to, and in fact did not,
detract from Rain’s reputation as a businessman or
carry with it any inherent message regarding his
character, his products or his business dealings,” and
thus did not constitute disparagement. By contrast, Rain
contends that his personal embarrassment can con-
stitute disparagement.
We find that the meaning of the word “disparage” in
the settlement agreement properly is limited to actions
dishonoring, discrediting, denigrating or belittling the
parties’ economic, business or professional interests.
As the case law discussed above indicates, the term
disparage generally arises in the context of commercial
14 No. 10-1290
or professional interests. For example, in both Heritage
and Westfield, the insurance policies at issue specifically
referred to disparagement of “a person’s or organization’s
goods, products or services.” See 97 F. Supp. 2d at 932;
2010 WL 989933, at *12 (emphasis added).1
1
Appellants rely on Indiana Ins. Co. for their contention that
Rain’s personal embarrassment constitutes disparagement. In
Indiana Ins. Co., the insured, a school, sued its insurer to
recover the costs of defending a lawsuit brought by a former
teacher. 665 N.E.2d 630. The teacher asserted a number of state
law tort claims against the school, alleging that the school’s
actions had caused him humiliation, embarrassment, and a
loss of standing and reputation within the school system and
the community. Id. at 634. The school’s insurance policy
required the insurer to “pay on behalf of the insured all sums
which the insured shall become legally obligated to pay as
damages because of injury . . . sustained by any person or
organization and arising out of . . . the publication or utterance
of a libel or slander or of other defamatory or disparaging
material.” Id. at 633. The court concluded that the teacher’s
“allegations fit within the broadly written confines of ‘other
defamatory or disparaging material,’ ” and thus that the
insurer had “a duty to defend the School against [the
teacher’s] claims.” Id. at 635. Rain’s reliance on Indiana Ins. Co.
is misplaced for two reasons. First, the Indiana Ins. Co. court
did not conclude that embarrassment constituted disparage-
ment. Rather, the court concluded that the teacher’s com-
plaint—which included allegations of reputational harm—
alleged the publication of “ ‘other defamatory or disparaging
material.’ ” Under Indiana law, a statement is defamatory if
it tends “to harm a person’s reputation by lowering the
(continued...)
No. 10-1290 15
Furthermore, the other area of law in which the term
“disparage” arises is in connection with the tort of
product disparagement, which indicates that the word
relates primarily to attacks on business interests as op-
posed to individuals. In Sanderson v. Indiana Soft Water
Services, Inc., 2004 WL 1784755 (S.D. Ind. July 23, 2004),
then-district court Judge Hamilton considered a product
disparagement claim asserted under Indiana law. Judge
Hamilton noted that the tort, which “has also been de-
scribed by commentators as ‘disparagement of property,’
‘slander of goods,’ ‘commercial disparagement,’ ‘trade
libel,’ and ‘injurious falsehood[,]’ . . . differs from defama-
tion in that it seeks to protect economic interests
rather than reputational interests.” Id. at *7 (citing
Prosser and Keaton on the Law of Torts § 128, at 963
(5th ed. 1984); Restatement (Second) of Torts §§ 623A, 624
(1977); American Academic Suppliers, Inc. v. Beckley-Cardy,
Inc., 922 F.2d 1317, 1323 (7th Cir. 1991) (applying
Illinois and Ohio law)). Courts in other jurisdictions
(...continued)
person in the community’s estimation or deterring third
persons from dealing or associating with the person.” Kelley v.
Tanoos, 865 N.E.2d 593,596 (Ind. 2007) (internal citation omit-
ted). Therefore, it seems likely that the court’s decision was
based in large part on the policy’s inclusion of the word
“defamatory,” rather than on the term “disparaging.” The
contract provision at issue is not so broad; it is limited to
disparagement. Second, the teacher in Indiana Ins. Co. alleged
harm to his reputation in the school system, which con-
ceivably could impact his professional prospects. Rain alleged
no harm to his reputation as a businessman.
16 No. 10-1290
similarly have recognized that the tort of disparage-
ment relates to business interests, not reputational ones.
See Thompson v. Maryland Cas. Co., 84 P.3d 496, 506
(Colo. 2004) (“the tort of disparagement differs from
defamation in that it focuses on the economic con-
sequences of an injurious statement rather than on
damage to reputation”); Zerpol Corp. v. DMP Corp., 561
F.Supp. 404, 408 (E.D. Penn. 1983) (“[t]he cause of action
for disparagement . . . protects economic interests by
providing a remedy to one who suffers pecuniary loss
from slurs affecting the marketability of his goods”);
Hurlbut v. Gulf Atlantic Life Ins. Co., 749 S.W.2d 762, 766
(Tex. 1987) (the tort of business disparagement “is part
of the body of law concerned with the subject of inter-
ference with commercial or economic relations”); Bank-
west v. Fidelity & Deposit Co. of Maryland, 63 F.3d 974,
980 (10th Cir. 1995) (applying Kansas law and noting that
the tort variously know as “ ‘disparagement of property,’
‘slander of goods,’ ‘commercial disparagement,’ . . . ‘trade
libel’ . . . [and] ‘injurious falsehood’ . . . has been broadly
interpreted to include the publication of ‘other false-
hoods harmful to any legal interest of another that has
pecuniary value’ ”) (citations omitted).2 Likewise, the
Restatement, which refers to the tort as “injurious false-
hood,” contrasts actions for defamation, which “protect
the personal reputation of the injured party,” with
actions for injurious falsehood, which “protect economic
2
In Bankwest, the Tenth Circuit interpreted the phrase “other
defamatory or disparaging material” in an insurance policy
by looking to the scope of the commercial disparagement tort.
63 F.3d at 980.
No. 10-1290 17
interests of the injured party against pecuniary loss.”
Restatement (Second) of Torts § 623A cmt. g.
In determining the intention of the parties to a
contract, Indiana courts—in addition to ascertaining
the plain meaning of the contract terms—have a “duty
to consider . . . the surrounding circumstances which
existed at the time the contract was made,” including
“the nature of the agreement, together with all the facts
and circumstances leading up to the execution of the
contract, the relation of the parties, the nature and situa-
tion of the subject matter, and the apparent purpose of
making the contract.” Ruff v. Charter Behavioral Health
System of Northwest Indiana, Inc., 699 N.E.2d 1171, 1176
(Ind. Ct. App. 1998) (citation omitted). Here, the circum-
stances surrounding the execution of the settlement
agreement confirm our conclusion that the parties
intended the non-disparagement clause to protect their
business interests. In particular, the parties—direct busi-
ness competitors—executed the non-disparagement
clause as part of an agreement to settle a commercial
dispute concerning Rolls-Royce’s intellectual property.3
For the foregoing reasons, we conclude that the Heli-
Expo incident did not constitute disparagement in viola-
tion of the settlement agreement because there is no
indication that Rain’s business or his reputation as a
3
Because of the commercial and competitive relationships
between the parties in this case, our predictions about the
limited meaning of the term “disparagement” in this context
would not necessarily extend to other contexts, such as
family law or other, more personal settings, in which parties
may agree not to “disparage” one another.
18 No. 10-1290
businessman was adversely impacted. To the contrary,
the record evidence indicates that appellants’ business
associates, the AMCs, thought that Rolls-Royce was in
the wrong for forcing Rain to leave the event.
Again, Rain asks this Court to certify a question to
the Indiana Supreme Court—namely, what the proper
definition of disparagement is under these circum-
stances. We decline that request. “[F]act specific, particu-
larized decisions that lack broad, general significance
are not suitable for certification to a state’s highest court.”
Woodbridge Place Apartments v. Washington Square Capital,
Inc., 965 F.2d 1429, 1434 (7th Cir. 1992) (citing Diginet, Inc.
v. Western Union ATS, Inc., 958 F.2d 1388, 1395 (7th Cir.
1992)). Appellants’ claim involves the interpretation
of a contract, and the term “disparage” as it is used
in that contract. “Cases involving the interpretation of
contractual documents . . . by nature [involve] particular-
ized inquiries,” that turn on the specific contract
language, and the circumstances surrounding the con-
tract’s execution. Woodbridge Place Apartments, 965
F.2d at 1434. Moreover, our interpretation of the term
“disparage” lacks significance beyond this case, as it is
limited to the term’s use in the particular agreement at
issue. Therefore, certification is not appropriate.
III. Conclusion
For the foregoing reasons, we A FFIRM the district
court’s judgment.
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