This opinion will be unpublished and
may not be cited except as provided by
Minn. Stat. ß 480A.08, subd. 3 (1998).
STATE OF MINNESOTA
IN COURT OF APPEALS
Judith M. Olson,
Synergistic Technologies Business Systems, Inc., et al.,
Filed January 25, 2000
Affirmed in part, reversed in part
Hennepin County District Court
File No. EM9520037
Lawrence P. Schaefer, Lisa C. Stratton, Sprenger & Lang, P.L.L.C., 325 Ridgewood Avenue, Minneapolis, MN 55403 and
Paul C. Sprenger, Sprenger & Lang, P.P.C., 1614 20th Street N.W., Washington, D.C. 20009 (for appellant)
Richard G. Morgan, David Stuart Miller, Bowman & Brook, L.L.P., 150 South Fifth Street, Suite 2600, Minneapolis, MN 55402 (for respondents)
Considered and decided by Toussaint, Chief Judge, Harten, Judge, and Holtan, Judge.
U N P U B L I S H E D O P I N I O N
Appellant Judith Olson appeals from the trial courtís February 9, 1999, order denying her motion for a new trial and the March 25, 1998, order granting respondent Thomas Cameron partial summary judgment. Because the trial court did not err in: (1) denying appellant a jury trial on the promissory and equitable estoppel claims; (2) applying the statute of limitations to the promissory and equitable estoppel claims; or (3) granting summary judgment on appellantís constructive trust and tortious interference with a prospective business relationship claims, we affirm in part. However, because the facts do not support the award of $60,000, we reverse in part.
D E C I S I O N
Appellant argues that the trial court erred in concluding that she was not entitled to a jury trial on her promissory and equitable estoppel claims because these were equitable claims. Equitable matters are not triable to the jury as a matter of right. State by Humphrey v. Alpine Air Prods., Inc., 490 N.W.2d 888, 895 (Minn. App. 1992), affíd on other grounds, 500 N.W.2d 788 (Minn. 1993). A determination must be made in light of the pleadings as to whether the nature of the controversy is primarily legal or equitable. Sina v. Schifsky, 296 Minn. 528, 529, 208 N.W.2d 302, 303 (1973). The form of the relief sought is a factor in characterizing the issues in the case as either legal or equitable to determine whether the plaintiff is entitled to a jury. Klein v. Shell Oil Co., 386 F.2d 659, 663 (8th Cir. 1967).
Whether an action is of an equitable nature so as to require determination by a court without a jury rests largely in the sound discretion of the trial court.
Johnson v. Johnson, 272 Minn. 284, 298, 137 N.W.2d 840, 850 (1965).
The trial court concluded that promissory and equitable estoppel are equitable claims. An equitable action is "[o]ne seeking an equitable remedy or relief." Blackís Law Dictionary 538 (6th ed. 1990). Relief is equitable when it seeks what is "just" or conforms "to the principles of justice and right." Id. at 537. By their mere definition, promissory and equitable estoppel are equitable actions. The last element of promissory estoppel requires that the promise be enforced in order to avoid injustice. Similarly, equitable estoppel seeks to avoid injustice when one party relied on the otherís words. These two claims are equitable in nature and thus, the trial court is not required to grant a jury trial.
However, appellant argues that the elements of both promissory and equitable estoppel raise issues that Minnesota courts have recognized as requiring a trial by jury. The elements of promissory estoppel are: (1) the defendant made a promise; (2) the defendant expected or should have reasonably expected the promise to induce substantial and definite action by the plaintiff; (3) the promise did induce such action; and (4) the promise must be enforced to avoid injustice. Grouse v. Group Health Plan, Inc., 306 N.W.2d 114, 116 (Minn. 1981). In order to be successful under an equitable estoppel claim,
the plaintiff must demonstrate that the defendant, through his language or conduct, induced the plaintiff to rely, in good faith, on this language or conduct to his injury, detriment or prejudice.
Ridgewood Dev. Co. v. State, 294 N.W.2d 288, 292 (Minn. 1980) (citations omitted).
Appellant argues that one of the key issues in these claims is the reasonableness of appellantís reliance, which under Minnesota caselaw is a question of fact for the jury to decide in estoppel cases. Appellant cites numerous cases in support of this proposition. Specifically, appellant cites Nicollet Restoration, Inc. v. City of St. Paul, 553 N.W.2d 845, 846 n.2, 848 (Minn. 1995), where the court stated that "detrimental reliance is an essential element of a number of causes of action, including promissory estoppel" and "reasonableness of reliance is a fact question for the jury." In Nicollet Restoration, promissory estoppel was not one of the litigated claims. Instead, contract and tort claims were at issue. Id. at 846. Appellant also cites Brenner v. Nordby, 306 N.W.2d 126, 127 (Minn. 1981), where the court states that estoppel depends on the facts of each case and ordinarily presents a question for the jury. However, in Brenner, the cause of action was not a promissory or equitable estoppel claim, but instead, it was a subrogation claim. Id. at 126. Appellant also relies on Mutual Serv. Life Ins. Co. v. Galaxy Builders, Inc., 435 N.W.2d 136, 140 (Minn. App. 1989) (discussing Brenner),, review denied (Minn. Apr. 9, 1989), where the trial court stated that estoppel is ordinarily decided by a jury. However, Galaxy Builders involved a negligent misrepresentation claim, not an equitable claim. Id. at 138. While these cases suggest that reliance is ordinarily a question for the jury, the underlying claims in these cases were not equitable in nature.
Appellant appears to be confusing the elements and the claim. It is not the nature of the elements of a cause of action that is important in determining whether it is an equitable or legal claim, instead, it is the claim itself that is dispositive. See Alpine Air Prods., Inc., 490 N.W.2d at 895 (where the court states that the nature of the equitable claim is important in determining whether a claim is equitable, but does not consider the elements in its determination). The law is clear that equitable claims are not triable before a jury as a matter of right. Id. The trial court had the discretion to make this determination based on the pleadings and the nature of the action. Sina, 296 Minn. at 529, 208 N.W.2d at 303.
Appellant argues that the trial court erred in concluding that all potential causes of action arising from any promises allegedly made by respondent prior to November 22, 1989, were barred by the six-year statute of limitations. The limitations period begins to run when the "cause of action begins to accrue." Bonhiver v. Graff, 311 Minn. 111, 117, 248 N.W.2d 291, 296 (1976) (citation omitted). Plaintiffís equitable ownership claim accrued when the alleged damage was occasioned. Id. The time at which the statute of limitations begins to run raises an issue of law, which this court reviews de novo. Benigni v. County of St. Louis, 585 N.W.2d 51, 54 (Minn. 1998).
Respondent argued that appellant was barred from raising her equitable claims because she filed her claim on November 22, 1995, more than six years after her cause of action had accrued. In his motion for summary judgment, respondent argued that the statute of limitations began to run on November 13, 1989, when appellant wrote a list of demands based on what she believed she was entitled to due to her relationship with respondent. In this list, appellant asked for, among other things, stock options. The list also states:
If you donít want to know me, you need to buy your way out of the deal. * * * Abandoning your family emotionally is just as bad as financially. Families need to stick together.
Respondent argues that on this date appellant was aware that respondent refused to give her an interest in Syntech, which is why she wrote the demand list and, therefore, she could have filed her complaint at that time.
Appellant argues that the statute of limitations on the estoppel claims did not begin to run on November 13, 1989. Instead, appellant suggests that the statute of limitations began to run on June 13, 1994, the day respondent sent her a letter telling her, for the first time, that he was not giving her stock options in Syntech. Appellant argues that it was on this date that appellant first knew that she could no longer rely on respondent and, therefore, had a cause of caution. However, the law does not only require that the claimant know that he can initiate a claim, but it contemplates a situation where the claimant should have known. Hydra-Mac Inc. v. Onan Corp., 450 N.W.2d 913, 920 (Minn. 1990). Therefore, the date that respondent explicitly told appellant that he would not give her stock in the company is not necessarily the date when her cause of action accrued.
Because the trial court did not issue findings and was not required to do so pursuant to Minn. R. Civ. P. 52.01, this court must rely on the partiesí motion papers in determining when appellant knew or should have known that respondent was not going to fulfill his promises. Appellantís demand list indicates that she already knew or had reason to know that she could no longer rely on respondentís promises. The nature of a list such as this one suggests that the writer feels that there is something that she is owed which she is not receiving. Otherwise, a person would not normally write a "demand" list. Therefore, the trial court did not err in concluding that on November 13, 1989, the day appellant wrote the demand list, she already knew that she could not rely on respondentís promises and, as a matter of law, had the opportunity to file her claim. The trial court did not err in concluding that all potential causes of action arising from any promises allegedly made by respondent prior to November 22, 1989, were barred.
Appellant further argues that the trial court erred in granting respondentís motion for summary judgment on appellantís request for a constructive trust and claim of tortious interference with a prospective business relationship. On appeal from summary judgment, the reviewing court must determine whether the case raises genuine issues of material fact and whether the district court erred in its application of the law. Offerdahl v. University of Minn. Hosps. & Clinics, 426 N.W.2d 425, 427 (Minn. 1988). The reviewing court must view the evidence in the light most favorable to the nonmoving party. Fabio v. Bellomo, 504 N.W.2d 758, 761 (Minn. 1993). Legal conclusions in a summary judgment are reviewed de novo. State by Cooper v. French, 460 N.W.2d 2, 4 (Minn. 1990), review denied (Minn. Oct. 8, 1990).
A. Constructive Trust Remedy
A constructive trust may be applied when the legal title to property is obtained through fraud, oppression, duress, undue influence, force, crime, or by taking advantage of fiduciary relationships. Wright v. Wright, 311 N.W.2d 484, 485 (Minn. 1981). A court will establish a constructive trust where unjust enrichment would otherwise result. Id.; Iverson v. Fjoslien, 298 Minn. 168, 171, 213 N.W.2d 627, 628-29 (1973). This court has defined unjust enrichment as the knowing receipt and unjust retention of something of value to which one is not entitled. Southtown Plumbing, Inc. v. Har-Ned Lumber Co., Inc., 493 N.W.2d 137, 140 (Minn. App. 1992). In addition, clear and convincing evidence must be presented in order to justify the imposition of a constructive trust. Freundschuh v. Freundschuh, 559 N.W.2d 706, 711 (Minn. App. 1997), review denied (Minn. Apr. 24, 1997).
Appellant contends that she and respondent were involved in a confidential relationship, that he abused this relationship, and now stands to be unjustly enriched from the sale of the business. Appellant argues that respondent extracted years of unpaid services and expertise from appellant, through promises that she would share in the companyís success and that he would continue to do so even after he remarried. She argues that when he sold Syntech, he abused their "confidential relationship."
The issue here is, in essence, whether respondent will be unjustly enriched if a constructive trust is not created. There is no written agreement with appellant indicating that she was entitled to a share in Syntech. All written records, such as the incorporation papers, indicate that respondent was the sole owner of Syntech. Appellant argues that whether respondent was the sole record owner should not preclude this court from creating a constructive trust. See In re Ericksen, 337 N.W.2d 671, 674 (Minn. 1983) (stating that a constructive trust can be created even though the defendant was the sole record owner of the home). However, in Ericksen, the parties purchased the home with joint funds and each contributed equally to its costs and expenses. Id. There is no such evidence here.
While appellant did contribute to the business, the evidence before the court indicates that she was not a partner. The incorporation papers indicate that there was no written agreement between the parties stating that they were equal partners. Even though appellant worked for Syntech between 1982 and April 1989, without pay, she considered herself a "volunteer." There was no indication that respondent promised to pay appellant for any unpaid work that she did for Syntech. In April 1989, appellant began receiving a salary, which she deferred. Appellant was eventually paid for all expenses she incurred as a result of the deferral. In addition, while appellant lent respondent money, all loans were paid with interest. The summary judgment motion papers indicate that respondent owed appellant no money by the time she left Syntech.
This case is not similar to Ericksen. Here, there is no evidence in the record that the parties agreed to own Syntech jointly and they shared equally in all expenses. Respondent paid appellant all the money he owed her or agreed to pay her and, as such, there is no indication of unjust enrichment. Because appellant failed to show that respondent would be unjustly enriched if a constructive trust were not imposed, the trial court did not abuse its discretion in granting respondentís motion for summary judgment.
B. Tortious Interference with a Prospective Business Relationship
Appellant contends the district court erred in ruling that respondent was not liable to appellant for tortious interference with prospective business relations.
A cause of action for interference with prospective business relations lies when one intentionally and improperly interferes with anotherís prospective business relation by (1) inducing a third person not to enter into or to continue the prospective relation, or (2) prevents the other from continuing the prospective relationship.
Hough Transit, Ltd. v. National Farmers Org., 472 N.W.2d 358, 361 (Minn. App. 1991) (citing United Wild Rice, Inc. v. Nelson, 313 N.W.2d 628, 632-33 (Minn. 1982)).
Appellant argues that by forcing her to leave Syntech just before respondent sold the company, respondent interfered with her opportunity to work at PowerCerv as well as to receive stock options. Appellantís brief, and her memorandum of law in opposition to the summary-judgment motion, fails to specifically state how respondent improperly or intentionally interfered with or prevented a prospective business relation. Appellant relies primarily on the trial courtís memorandum of law, where it is stated that "to fire her without warning, under questionable circumstances is a wrong that the equity power of this court should take some steps to remedy." Appellant argues that this statement by the trial court indicates that respondentís motion for summary judgment with respect to this claim should have been denied. However, what the trial court concluded after trial is irrelevant for purposes of determining, on appeal, whether it erred in granting summary judgment. On appeal, only evidence before the trial court at the time that it decided to grant summary judgment can be considered. Thiele v. Stich, 425 N.W.2d 580, 582-83 (Minn. 1988).
Appellant also claims that "the record is replete with evidence that [respondent] cut [appellantís] ties with Syntech so that he would be the sole beneficiary of the sale to PowerCerv." However, appellant failed to show what evidence specifically supported this argument. Appellant failed to show that when respondent asked her to resign, his intent was to prevent her from benefiting from the sale of Syntech. Nor did appellant show that respondent improperly interfered with her ability to benefit from the sale.
Because appellant did not establish a prima facie case of interference with a prospective contractual relationship, the district court properly granted summary judgment in favor of respondent on appellantís claim of tortious interference with prospective business relations.
Respondent raised a separate claim, where he argued that the trial court erred in granting appellant damages in the amount of $60,000, the salary that appellant would have earned if she had continued her employment at Syntech and had been hired by PowerCerv after the buy-out, as were other Syntech employees. Generally, this court will not disturb a damage award unless "failure to do so would be shocking or would result in plain injustice." Hughes v. Sinclair Mktg., Inc., 389 N.W.2d 194, 199 (Minn. 1986) (citation omitted).
Respondent argues that the trial courtís own findings of fact and conclusions of law do not support the award of $60,000 and was most probably motivated by personal animus against respondent. Appellant notes that the court concluded, with regard to the award of $60,000, that respondent "fire[d] her without warning, under questionable circumstances and * * * because of interpersonal rather than business difficulties." She claims that this conclusion, when considered in light of the trial courtís other findings, such as appellantís reliance upon respondentís promises, their relationship of trust, and her contributions to Syntech, clearly indicates that the equitable award had sufficient evidentiary support.
The trial courtís award of $60,000 in damages was improper. Appellant was an at-will employee. An at-will contract is one that has no terms or conditions concerning its duration. Pine River State Bank v. Mettille, 333 N.W.2d 622, 627 (Minn. 1983). The record and the trial courtís findings indicate that appellant and respondent had an at-will arrangement. There was no written agreement between appellant and respondent with regard to appellantís interest in the company. While the record does indicate that respondent made several assurances to appellant that he would take care of her and that he was taking care of the "family," these promises were never expressed in writing. Other than the proximity in time between appellantís resignation and the sale of Syntech, there is no evidence indicating that respondent asked appellant to resign in order to prevent her from profiting from the sale of Syntech. In fact, the trial court concluded that her dismissal had more to do with interpersonal difficulties than business difficulties.
Most importantly, this award is inconsistent with the trial courtís prior rulings. The trial court noted that other Syntech employees received one-year employment contracts and, in the interest of equality, granted appellant $60,000 in damages. While this court will not disturb a trial courtís award of damages, it can do so if it will result in plain injustice. Hughes, 389 N.W.2d at 199. Here, where the trial court concluded that appellant had not met the elements of the equitable claims, it is unjust to nevertheless impose equitable damages on respondent. We reverse the trial courtís award of damages.
Affirmed in part and reversed in part.[*] Retired judge of the district court, serving as judge of the Minnesota Court of Appeals by appointment pursuant to Minn. Const. art. VI, § 10.