United States Court of Appeals

For the Eighth Circuit 

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No. 21-3196

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The Estate of Charles D. Smith, by Patsy G. Smith, Personal Representative

 Plaintiff - Appellee

v.

Primerica Life Insurance Company

 Defendant

Kansas City Chrome Shop, Inc.; The Estate of Dora Mae Wall, Substituted for 

Dora Clark-Wall

 Third Party Defendants - Appellants 

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Appeal from United States District Court 

for the Western District of Missouri - Kansas City

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Submitted: September 22, 2022

Filed: November 23, 2022

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Before GRUENDER, SHEPHERD, and ERICKSON, Circuit Judges. 

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GRUENDER, Circuit Judge. 

This case concerns a $225,000 life insurance policy issued on the life of 

Charles Smith. When Smith died in 2018, his estate (“Smith’s Estate” or the 
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“Estate”) made a claim for the policy proceeds. His former employer, Kansas City 

Chrome Shop (“KCCS”), together with KCCS’s president, Dora Clark-Wall, made 

a competing claim. After the district court1 granted partial summary judgment in 

favor of Smith’s Estate, Clark-Wall brought equitable claims in her personal 

capacity.2

 Following a bench trial, the district court found that Clark-Wall was 

entitled to an equitable portion of the proceeds totaling $55,253.28 and that Smith’s 

Estate was entitled to the remaining $169,746.72. KCCS and Clark-Wall appeal, 

and we affirm. 

I.

In 1989, Primerica issued a twenty-year $100,000 life insurance policy on

Charles Smith’s life. KCCS, a Kansas corporation for whom Smith worked, was the 

owner and named beneficiary of the policy. According to Smith’s family, Smith 

stopped working for KCCS around 1994. In 2010, without Smith’s assent, the policy

was renewed for another twenty-year term and its benefit was increased to $225,000. 

All premiums under the policy were paid by Clark-Wall. The policy provided that 

“[p]roceeds will be paid to [Smith’s] estate if there is no living beneficiary or owner” 

at the time of Smith’s death. 

Following Smith’s death in 2018, his Estate asked Primerica for the policy 

proceeds. KCCS and Clark-Wall made competing claims. When Primerica declined 

to pay the proceeds to any claimant, Smith’s Estate sued Primerica for breach of 

contract in Missouri state court.

In April 2019, after removing the Estate’s suit on diversity grounds, Primerica 

brought an interpleader action against the Estate and against KCCS and Clark-Wall. 

1

The Honorable Brian C. Wimes, United States District Judge for the Western 

District of Missouri.

2

Clark-Wall died in November 2020, and her estate has been substituted as a 

party. For convenience, we refer simply to Clark-Wall. 
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See 28 U.S.C. § 1335; Fed. R. Civ. P. 22. KCCS and Clark-Wall then filed a breachof-contract claim against the Estate, alleging that Smith and Clark-Wall had 

previously agreed that the policy was to be “an assurance and collateral” held by 

KCCS for a series of unpaid loans made to Smith and that the Estate breached that 

agreement when it submitted a claim for the proceeds to Primerica. Later, Primerica 

deposited the proceeds into an interest-bearing account held by the district court and 

was dismissed as a party.

Meanwhile, separate proceedings took place in Missouri state court. In July 

2019, KCCS and Clark-Wall each filed probate claims against Smith’s Estate, 

alleging that they made personal loans to Smith that remained outstanding when he 

died. In July 2020, after a bench trial, the court entered judgment in favor of Smith’s

Estate on both claims. As to KCCS’s claim, applying Kansas law, the court found 

that KCCS was dissolved as a corporation in 1994 and therefore lacked standing to 

pursue any probate claim against Smith’s Estate. As to Clark-Wall’s claim, the court 

found that Clark-Wall “failed to establish by competent evidence she is entitled to 

receive payment . . . for any personal loans.” KCCS and Clark-Wall appealed, and 

the Missouri Court of Appeals later affirmed. Kan. City Chrome Shop, Inc. v. Smith, 

649 S.W.3d 19, 20 (Mo. Ct. App. 2022); Clark v. Smith, 644 S.W.3d 835, 837 (Mo. 

Ct. App. 2022).

In August 2020, the federal district court granted partial summary judgment 

to Smith’s Estate. The court found that, in light of the state court’s determination 

that KCCS was dissolved as a corporation in 1994, KCCS was collaterally estopped 

from asserting that it was a “living beneficiary” under the policy at the time of 

Smith’s death. Having thus dismissed KCCS from the case, the court then allowed

Clark-Wall to proceed in her personal capacity with claims for breach of contract, 

novation, unjust enrichment, and recoupment, as well as affirmative defenses of 

equitable estoppel and waiver.

 

Following a bench trial, the district court denied Clark-Wall’s breach-ofcontract, novation, and recoupment claims but granted her unjust-enrichment claim. 
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It did not address her affirmative defenses. Accordingly, the court ordered that

Clark-Wall was entitled to an equitable award of $55,253.28 to be paid from the 

proceeds, representing the total amount of her premium payments. The remaining

proceeds went to Smith’s Estate. Clark-Wall moved to alter or amend the judgment

under Federal Rule of Civil Procedure 59(e), requesting that the court specify the 

amount of interest to be added to her equitable award. The court denied that motion 

and explained that the only interest to which she was entitled was “any interest 

accrued on this amount from the date Primerica deposited the funds into the Court 

registry.” 

On appeal, KCCS and Clark-Wall challenge the district court’s application of 

collateral estoppel, its denial of Clark-Wall’s claims for breach of contract and 

novation, and its failure to address her affirmative defenses. Clark-Wall also

challenges the district court’s decision not to include prejudgment interest with her

equitable award and its denial of her Rule 59(e) motion. 

II.

We begin with KCCS and Clark-Wall’s argument that the district court erred 

in finding that KCCS was collaterally estopped from asserting that it was a “living 

beneficiary” under the policy at the time of Smith’s death. “We review a district 

court’s collateral-estoppel determination de novo.” Riis v. Shaver, 4 F.4th 701, 703 

(8th Cir. 2021). 

Collateral estoppel, sometimes called issue preclusion, generally bars the 

relitigation of factual or legal issues that were decided—correctly or not—in a prior 

action. Ginters v. Frazier, 614 F.3d 822, 825-26 (8th Cir. 2010); Fischer v. 

Scarborough, 171 F.3d 638, 641 (8th Cir. 1999). Its purpose is to “protect[] against 

the expense and vexation attending multiple lawsuits, conserv[e] judicial resources, 

and . . . minimiz[e] the possibility of inconsistent decisions.” B & B Hardware, Inc. 

v. Hargis Indus., Inc., 575 U.S. 138, 147 (2015) (internal quotation marks omitted).
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Here, to determine whether collateral estoppel applies, we look to the law of 

Missouri, the state that issued the potentially preclusive judgment. See Riis, 4 F.4th 

at 703. Under Missouri law, four conditions must be met for collateral estoppel to 

apply: (1) the issue for which collateral estoppel is asserted in the present action is 

identical to one that was determined in the prior action, (2) the prior action resulted 

in a judgment on the merits, (3) the party against whom collateral estoppel is asserted 

was a party or in privity with a party to the prior action, and (4) the party against 

whom collateral estoppel is asserted had a full and fair opportunity in the prior action

to litigate the issue for which collateral estoppel is asserted. In re Caranchini, 956 

S.W.2d 910, 912-13 (Mo. 1997).

KCCS and Clark-Wall assert that the first condition is not met because the 

issues involved in the state and federal actions were different. They argue that the 

state court considered only whether KCCS had standing to pursue a probate claim 

for reimbursement of personal loans against Smith’s Estate, whereas the federal 

court considered the distinct question of whether KCCS could collect the policy

proceeds. They do not dispute that the other collateral-estoppel conditions are 

satisfied.

3

 

We conclude that the district court properly applied collateral estoppel 

because the issue presented in the federal action was already determined in the prior 

state action: whether KCCS was a valid, existing corporation at the time of Smith’s 

death. 

3

KCCS and Clark-Wall argued in their briefs that the fourth collateralestoppel condition was not met because the state judgment was pending appeal and 

thus not “final.” After briefs were filed, however, the Missouri Court of Appeals 

affirmed the state judgment. Kan. City Chrome Shop, 649 S.W.3d at 29. 

Accordingly, at oral argument, counsel for KCCS and Clark-Wall conceded the state 

judgment’s finality. See Noble v. Shawnee Gun Shop, Inc., 316 S.W.3d 364, 369 

(Mo. App. Ct. 2010). 
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In the state action, the court had to resolve, as a threshold matter, whether 

KCCS had standing to sue. See CACH, LLC v. Askew, 358 S.W.3d 58, 61 (Mo. 

2012). Because dissolved corporations generally lack authority to sue, Gunter v. 

Bono, 914 S.W.2d 437, 440 (Mo. Ct. App. 1996), the standing question led the court 

to consider KCCS’s corporate status. Applying Kansas law, the court found that 

KCCS forfeited its articles of incorporation in 1991 and had until 1994 to settle its 

affairs, at which point it dissolved. See 7 Kan. Stat. Ann. § 17-6807. 

In the federal action, the district court had to determine whether KCCS was a 

“living beneficiary” at the time of Smith’s death in 2018 such that it was entitled to 

the Primerica policy proceeds. Whether a corporation is a “living beneficiary” under 

a life insurance policy depends on that corporation’s corporate status—if the 

corporation is dissolved, it is not “living.” See Chicago Title & Tr. Co. v. 4136 

Wilcox Bldg. Corp., 302 U.S. 120, 124-25 (1937) (“[A] private corporation in this 

country can exist only under the express law of the state or sovereignty by which it 

was created. Its dissolution puts an end to its existence, the result of which may be 

likened to the death of a natural person.”); Manard v. Snyder Bros. Co., 964 S.W.2d 

487, 488 n.3 (Mo. Ct. App. 1998) (observing that a forfeited corporation “cease[s]

to exist as a legal entity”). The federal action therefore presented the same issue of 

KCCS’s corporate status that the state court already adjudicated. Accordingly, the 

district court properly held that the state court’s determination that KCCS had 

dissolved in 1994 barred KCCS from asserting that it was a “living beneficiary” in 

2018.4

 

4

KCCS and Clark-Wall argue that the state judgment was not preclusive as to 

whether KCCS was “living” at the time of Smith’s death because the state court’s

conclusion that KCCS was dissolved rested on an error of law. They maintain that 

the court erred because KCCS was reinstated in 2020 under Kansas law,

demonstrating that KCCS “has never been dissolved as a corporation.” See 7 Kan. 

Stat. Ann. § 17-7002(e) (providing that a corporation may be “reinstated with the 

same force and effect as if its articles of incorporation or authority to engage in 

business had not been forfeited”). But the state court considered this argument and 

nonetheless determined that KCCS was dissolved. See Kan. City Chrome Shop, 649 
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Contrary to KCCS and Clark-Wall’s argument, the state court did not need to 

decide specifically whether KCCS was entitled to the policy proceeds for its 

corporate-status determination to have preclusive effect in the federal action. Even 

when two suits raise different legal issues or causes of action, a fact properly 

determined in one will be given effect in the other. Spath v. Norris, 281 S.W.3d 346, 

352 (Mo. Ct. App. 2009). Because the state court “necessarily and unambiguously 

resolve[d] the same question presented in the [federal] proceeding,” see U-Haul Co. 

v. Carter, 567 S.W.3d 680, 685 (Mo. Ct. App. 2019) (internal quotation marks 

omitted), the district court did not err in finding that KCCS was collaterally estopped 

from asserting that it was a “living beneficiary” entitled to the policy proceeds. 

III. 

We next address whether the district court erred in denying Clark-Wall’s 

claims for breach of contract and novation. After a bench trial, we review legal 

conclusions de novo and factual findings for clear error. Kaplan v. Mayo Clinic, 

847 F.3d 988, 991 (8th Cir. 2017). 

A.

We begin with the breach-of-contract claim. Under Missouri law, a breachof-contract action requires the claimant to demonstrate “(1) the existence and terms 

of a contract; (2) that plaintiff performed or tendered performance pursuant to the 

contract; (3) breach of the contract by the defendant; and (4) damages suffered by 

the plaintiff.” Keveney v. Mo. Mil. Acad., 304 S.W.3d 98, 104 (Mo. 2010). Although 

the construction of a contract’s terms is a question of law, Rowan v. Coves N. Homes 

Ass’n, 426 S.W.3d 725, 727 (Mo. Ct. App. 2014), whether a contract exists is a 

question of fact, Laws v. Progressive Direct Ins., 615 S.W.3d 861, 867 (Mo. Ct. 

App. 2020). 

S.W.3d at 22. And even if the state court’s determination was legally erroneous, it 

would still have preclusive effect in the federal action. See Ginters, 614 F.3d at 826. 
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Clark-Wall alleges that Smith accepted several personal loans from her and

agreed that, if she purchased the Primerica policy and paid the premiums, the 

proceeds would serve as collateral in the event that he could not repay her. When 

Smith’s Estate submitted a claim for the proceeds to Primerica, Clark-Wall argues, 

it breached this agreement. 

The only evidence of any such agreement is Clark-Wall’s testimony that 

Smith was considered KCCS’s “key man,” that he “asked me to buy an insurance 

policy so that if something would happen to him, I could regain part of the money” 

for the loans, and that he encouraged her to continue making premium payments. 

The policy itself does not refer to any obligation by Smith concerning loan

repayment. Nor does it say that a claim for the proceeds by Smith’s Estate would 

be a breach of its terms. Indeed, it expressly provided that Smith’s Estate would be 

entitled to the proceeds if there was no living beneficiary. 

The district court found that neither Clark-Wall’s testimony nor any other 

evidence demonstrated the existence of any agreement that Smith’s Estate might 

have breached when it asked Primerica for the policy proceeds. After reviewing the 

record, we find no clear error in that determination. See Viacom Outdoor, Inc. v. 

Tauoil, 254 S.W.3d 234, 239 (Mo. Ct. App. 2008) (affirming dismissal of breachof-contract claim where “[t]he record reveal[ed] not even a modicum of evidence 

showing a meeting of the minds”). Accordingly, the district court did not err in 

denying Clark-Wall’s breach-of-contract claim.

B. 

Clark-Wall’s related novation claim fares no better. Novation is “the 

substitution of a new contract or obligation for an old one which is thereby 

extinguished.” State ex rel. Premier Mktg., Inc. v. Kramer, 2 S.W.3d 118, 122 (Mo. 

Ct. App. 1999). It consists of “(1) a previous valid obligation; (2) agreement of all 

parties to a new contract; (3) extinguishment of an old contract; and (4) validity of a 

new contract.” Id. Novation is sometimes asserted as a theory underlying a breach-
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of-contract claim or as an affirmative defense to such a claim. See, e.g., Am. Nat. 

Ins. v. Noble Commc’ns Co., 936 S.W.2d 124, 131 (Mo. Ct. App. 1996); Wilson v. 

Midstate Indus., 777 S.W.2d 310, 312 (Mo. Ct. App. 1989); McHenry v. Claspill, 

545 S.W.2d 690, 692 (Mo. Ct. App. 1976).

Clark-Wall alleges that the 2010 policy renewal was a novation of a prior 

agreement between Smith and her that the policy proceeds would serve as collateral 

for Smith’s outstanding debts. She says that when it became clear that Smith could 

not repay his debts, Smith and she agreed to renew the policy so that she could be 

compensated. We construe Clark-Wall’s novation argument as a breach-of-contract 

claim with respect to the 2010 policy renewal.

As explained above, there is no clear error in the district court’s determination 

that no agreement existed between Smith and Clark-Wall concerning the use of the

policy proceeds to repay loans. Without establishing that Smith owed her a previous 

obligation—let alone that he agreed to substitute that obligation by renewing the 

policy in 2010—Clark-Wall could not show that the policy renewal was a novation. 

See Premier Mktg., 2 S.W.3d at 122. Therefore, the district court did not err in 

rejecting Clark-Wall’s novation claim. 

IV.

We turn now to Clark-Wall’s argument that the district court erred by not

addressing her affirmative defenses of equitable estoppel and waiver at the bench 

trial. We review the district court’s implicit denial of these defenses for an abuse of 

discretion. See Riegelsberger v. Air Evac EMS, Inc., 970 F.3d 1061, 1063 (8th Cir. 

2020).

The defense of equitable estoppel has three elements: (1) “an admission, 

statement, or act by the person to be estopped that is inconsistent with a later claim”; 

(2) an action by the person asserting estoppel that is taken in reliance on such 

“admission, statement or act”; and (3) an injury that would result if the person to be 
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estopped “is permitted to contradict or repudiate his admission, statement or act.” 

Shores v. Express Lending Servs., Inc., 998 S.W.2d 122, 127 (Mo. Ct. App. 1999). 

It is an “unfavored theory in the law.” Channawood Holdings, LLC v. 1209 Wash., 

LLC, 333 S.W.3d 480, 488 (Mo. Ct. App. 2010). The related equitable defense of 

waiver may be pleaded against a party who attempts to assert a right after engaging

in conduct that is “so manifestly consistent with and indicative of an intention to 

renounce” such right. Id. at 485. 

Clark-Wall asserts that Smith’s Estate is equitably estopped from recovering

the policy proceeds because Smith never cancelled the policy, paid the premiums 

himself, or instructed her to stop paying them. Such inaction, she argues, 

demonstrated that Smith intended for her, not his Estate, to receive the proceeds and

induced her to continue making payments on the belief that the proceeds would be 

hers. Alternatively, Clark-Wall argues that Smith’s inaction constituted a waiver of 

his Estate’s right to recover the proceeds.

Neither equitable estoppel nor waiver is plausible. The district court did not 

find that Smith even knew about the policy or Clark-Wall’s continued premium 

payments. Indeed, it expressly found that Clark-Wall renewed the policy without 

Smith’s assent. We find no clear error. Obviously, if Smith did not know that ClarkWall was making payments or that the policy even existed, his supposed inaction

would be neither inconsistent with, nor a waiver of, his Estate’s claim to the 

proceeds. See Ryan v. Ford, 16 S.W.3d 644, 651 (Mo. Ct. App. 2000) (“[T]o invoke 

[equitable estoppel] . . . a party must show by clear evidence that there was: a 

representation made by the party estopped . . . [which] may be manifested by 

affirmative conduct, either acts or words, or by silence amounting to concealment of 

material facts. These facts must be known to the party estopped, and unknown to 

the other party.” (citations and internal quotation marks omitted)); cf. Channawood 

Holdings, 333 S.W.2d at 486 (holding that waiver did not occur where a party “pa[id] 

no heed to or overlook[ed] a deadline mandating action”). Accordingly, the district 

court did not abuse its discretion in implicitly denying Clark-Wall’s equitableestoppel and waiver defenses. 
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V.

Finally, we consider Clark-Wall’s argument that the district court should have 

ordered prejudgment interest on her unjust-enrichment award. We review a district 

court’s ruling on prejudgment interest for an abuse of discretion.

5

 Vogt v. State Farm 

Life Ins., 19 F.4th 1071, 1073 (8th Cir. 2021). 

Prejudgment interest may be awarded as “compensation for the use or loss of 

the use of money to the person entitled to it.” Lambley v. Diehl, 603 S.W.3d 346, 

364 (Mo. Ct. App. 2020). In interpleader actions, “prejudgment interest need not be 

automatically allowed,” Ins. Co. of N.A. v. Skyway Aviation, Inc., 828 S.W.2d 888, 

892 (Mo. Ct. App. 1992), and will be awarded only if the “principles of fairness and 

justice” so require, Catron v. Columbia Mut. Ins., 723 S.W.2d 5, 7 (Mo. 1987); see 

also Bauer v. Uniroyal Tire Co., 630 F.2d 1287, 1290 (8th Cir. 1980) (“Even if 

[state] law allows an award of prejudgment interest, a court will make an award in 

an interpleader action only if it is equitable to do so.”). 

Although the district court equitably awarded $55,253.28 to Clark-Wall, 

Clark-Wall says this amount is inadequate because it compensates her merely for the 

premiums’ “face value” and not their “time value.” By the same token, Clark-Wall

argues that it would be “inequitable and unjust” for Smith’s Estate to retain the 

policy proceeds “without paying offset for interest.” The district court disagreed, 

finding that an award of $55,253.28 without prejudgment interest was adequate 

compensation. 

5

Although Clark-Wall frames them as separate issues on appeal, we consider 

together the district court’s initial decision not to order prejudgment interest with her 

unjust-enrichment award and its later denial of her Rule 59(e) motion asking to alter 

or amend the award to include prejudgment interest. See Cont’l Indem. Co. v. IPFS 

of N.Y., LLC, 7 F.4th 713, 717 (8th Cir. 2021) (reviewing for an abuse of discretion 

a court’s ruling on a Rule 59(e) motion requesting prejudgment interest).
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We are unpersuaded that the district court abused its discretion by not 

including prejudgment interest with Clark-Wall’s equitable award. At the bench 

trial, Smith’s widow and daughter both testified that Smith stopped working for 

KCCS sometime around 1994—by which point the corporation was dissolved—and 

that, by 1999, Smith no longer owed any debts to KCCS or Clark-Wall. Clark-Wall 

nonetheless continued to make monthly premium payments on the Primerica policy

for the next nineteen years, even renewing it without Smith’s assent. Nothing in the 

record suggests that Clark-Wall ever attempted to cancel the policy, turn it over to 

Smith, or inform Primerica that Smith stopped working for KCCS or that KCCS was

dissolved. 

Given these circumstances, it seems that Clark-Wall’s continued payments 

and renewal of the policy were essentially a gamble on Smith’s life—a benefit she 

hoped to reap if he died before she did. The law does not view such conduct 

favorably. See Lakin v. Postal Life & Cas. Ins., 316 S.W.2d 542, 549 (Mo. 1958) 

(“A person cannot take out a valid and enforceable policy of insurance for his own 

benefit on the life of a person in which he has no insurable interest; such a policy or 

contract of insurance is void and unenforceable on the grounds of public policy, it 

being merely a wagering contract.”). We therefore fail to see how the principles of 

fairness and justice demand that Clark-Wall be awarded accumulated interest on her 

payments. See Purcell v. Cape Girardeau Cnty. Comm’n, 322 S.W.3d 522, 524 

(Mo. 2010) (observing that litigants with “unclean hands” generally may not obtain 

equitable relief). Accordingly, we find no abuse of discretion in the district court’s

equitable award to Clark-Wall.

6

6

Clark-Wall further urges that the district court should have used her

equitable-recoupment claim as another means of awarding prejudgment interest. 

Equitable recoupment permits a defendant to “claim damages from a plaintiff, either 

because [the plaintiff] has not complied with some cross obligation of the contract 

upon which he sues, or because [the plaintiff] has violated some duty which the law 

imposed upon him in the making or performance of that contract.” Russell v. Empire 

Storage & Ice Co., 59 S.W.2d 1061, 1067 (Mo. 1933). The district court did not 

abuse its discretion in rejecting this claim on the basis that the claim addressed the 

same concerns as Clark-Wall’s unjust-enrichment claim. See Coohey v. United 
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VI.

For the foregoing reasons, we affirm. 

______________________________

States, 172 F.3d 1060, 1064 (8th Cir. 1999) (observing that equitable recoupment 

“finds its roots in the equitable concerns of unjust enrichment”).