J.B.N. Morris, Cross-Appellant v. Homco International, Inc., Cross-Appellee

ALVIN B. RUBIN, Circuit Judge:

The seller of a business seeks to collect a payment due him under the terms of a non-competition agreement executed in conjunction with the sale. Alleging breach of the agreement by the seller, the buyer seeks to avoid the payment and, by counterclaim, to collect damages sustained as a result of the breach. Applying Louisiana law in this diversity-jurisdiction suit, we affirm the district court’s holding that the seller violated the contract, but we reverse its judgment insofar as it applied the Louisiana doctrine of substantial performance, and we revise its…