This opinion will be unpublished and

may not be cited except as provided by

Minn. Stat. § 480A.08, subd. 3 (1996).




Robert W. Quam,



Van Tassel & Associates, et al.,


Filed December 9, 1997


Toussaint, Chief Judge

Hennepin County District Court

File No. 95-019227

John J. Todd and Louis W. Brenner, Sr., Brenner and Glassman LTD., BLN Office Park, Suite #170, 2001 Killebrew Drive, Minneapolis, MN 55425 (for appellant)

Kay Nord Hunt and J. Christopher Cunco, Lommen, Nelson, Cole & Stageberg, P.A., 1800 IDS Center, 80 South Eighth Street, Minneapolis, MN 55402 (for respondents)

Considered and decided by Huspeni, Presiding Judge, Toussaint, Chief Judge, and Kalitowski, Judge.


TOUSSAINT, Chief Judge

Appellant Robert W. Quam challenges the district court's grant of respondents Van Tassel & Associates, James Van Tassel, Mary Van Tassel, and Macro Solutions joint venture/partnership summary judgment motion. Quam claims that the parties entered into a joint venture and he is entitled to his just share of the profits from that venture. Because the elements of joint venture, according to Rehnberg, have not been satisfied, we affirm.


On review of a grant of summary judgment, this court determines whether any genuine issues of material fact exist and whether the district court erred in applying the law. Thiele v. Stich, 425 N.W.2d 580, 583 (Minn. 1988). This court must view the evidence in a light most favorable to the nonmoving party. Minn. R. Civ. P. 56.03. The nonmovant, however, must substantiate his allegations with sufficient admissible evidence that would permit a finding in his favor based on more than mere speculation, conjecture, or fantasy. Fownes v. Hubbard Broadcasting, Inc., 302 Minn. 471, 473, 225 N.W.2d 534, 536 (1975). In response to a motion for summary judgment, a party cannot rest on the allegations of his complaint but must make a sufficient showing with admissible evidence of the existence of each essential element of his case. Minn. R. Civ. P. 56.05; Leonzal v. Grogan, 516 N.W.2d 210, 214 (Minn. App. 1994), review denied (Minn. July 27, 1994).

To establish a joint venture, a plaintiff must show (1) contribution of resources by both parties, (2) joint proprietorship and control, (3) sharing of profits, but not necessarily losses, and (4) a contract, express or implied, showing that a joint venture was, in fact, entered into. Rehnberg v. Minnesota Homes, 236 Minn. 230, 235-36, 52 N.W.2d 454, 457 (1952). Where a party cannot establish each of these four elements, a joint venture will not be found. Id.



The parties do not dispute that both Quam and Van Tassel contributed resources to Van Tassel and Associates (VTA). Because neither party disputes this fact, Quam's nine and one-half months of working with VTA satisfies this joint venture element.


Joint Proprietorship and Control

There is no sufficient admissible evidence in the record to demonstrate that Quam had the right to control what happened with VTA. Quam argues that he had joint proprietorship or control of VTA because his name was used on the application for a certificate of assumed name that was filed in Minnesota for Macro Solutions. Although the record reveals that the assumed name was associated with VTA, Van Tassel states that he applied to register the Macro Solutions assumed name/service mark in Minnesota and Wisconsin at the end of 1994 so that he could deduct the registration expense in the same year. When Van Tassel filled out a certificate of assumed name he stated that his principal place of business was in Wisconsin. Van Tassel's application also stated that he would be conducting business in Minnesota under the name of Macro Solutions. Because Quam was selling on behalf of VTA in Minnesota, Van Tassel included Quam's name and address on the application. The application was submitted to the state of Minnesota on or about December 30, 1994.

The Minnesota application was returned with a rejection letter stating the reason for rejection was that the business address identified had to be located in Minnesota. Van Tassel claims that since Quam was his sales representative in Minnesota, he would use Quam's address as VTA's principal place of business on the Minnesota certificate of assumed name application. After Van Tassel made the changes, the application was accepted.

There is no substantial admissible evidence illustrating that Quam was involved with the filing of the certificate of assumed name application. Additionally, Quam does not provide substantial evidence that he had control over VTA or that VTA was being held out to the public as a joint proprietorship.


Sharing of Profits

Quam claims that it was his understanding that when the Van Tassels retired, he would take over the business and keep all the profits after paying the Van Tassels their residuals. As the district court stated, it is unclear how much money the parties would split, when the Van Tassels would retire, or to what extent and for how long the Van Tassels would enjoy the residuals from the business. Again, there is no substantial record evidence that the parties shared profits or even agreed to share future profits.

Van Tassel admitted that while they talked about such a plan, the proposed plan did not become a reality because Quam did not want to make a financial commitment to VTA. Although there were discussions of what may happen in the future, there is no substantial evidence of any type of an agreement or meeting of the minds.



A contract requires a meeting of the minds concerning all essential terms of the agreement. Minneapolis Cablesystems, etc. v. City of Minneapolis, et al. 299 N.W.2d 121, 122 (Minn. 1980). The test of whether a contract has been formed is an objective one to be judged by words and actions of the parties and not by the parties' subjective mental intent. American Federation of State, County and Municipal Employees, Council # 14 v. City of St. Paul, 533 N.W.2d 623, 627 (Minn. App. 1995). There can be no contract where the parties' actions indicate an expectation "that something remains to be done to establish contractual relations." Id. (quoting A. E. Staley Mfg. Co. v. Northern Coops., 168 F.2d 892, 895 (8th Cir. 1948)). Discussions about future relationships, regardless of how amiable, do not constitute a contract. See 451 Corp. v. Pension System for Policemen & Firemen of Detroit, 310 N.W.2d 922, 924 (Minn. 1981) (stating that mere negotiations do not constitute a contract).

Under Minnesota law, for an implied contract, like an express contract, all essential elements of the contract must be proved. Cooper v. Lakewood Eng'g & Mfg. Co., 874 F. Supp. 947, 954, (D. Minn.) affirmed, 45 F.3d 243, 245 (8th Cir. 1995) (applying Minnesota law and rejecting, as a matter of law, claim that parties formed an implied contract). The test to determine whether the parties formed an implied contract, as with any contract, is an objective one. Gryc v. Lewis, 410 N.W.2d 888, 891-92 (Minn. App. 1987).

We agree with the district court's determination that the record does not demonstrate a meeting of the minds between Quam and Van Tassel regarding the terms of the contract. Quam appears to be attempting to piece together portions of various conversations about general topics in order to create a joint venture. Quam's efforts to establish the existence of either an express of implied contract is not substantiated by the evidence. The essential terms of the agreement are either missing or left open for future discussion. In his deposition, Quam admitted that "[n]othing really had been worked out." Additionally, when Quam asked Van Tassel about a possible joint venture, Van Tassel responded by saying, "[w]ait a minute, that wasn't a joint venture, I had all the money into the sucker."

In an attempt to establish the existence of a contract, Quam secretly recorded a conversation that he had with Van Tassel on July 24, 1995. We do not give much weight to that conversation because it was given by Van Tassel trying to maintain his long-standing friendship with Quam. As the district court correctly concluded, the tape-recorded conversation shows the unrefuted fact that the parties did talk about the possibility of going into business together. Quam, however, failed to establish that the discussion ever passed the point of mere negotiations. No contact was established. The Rehnberg elements necessary to prove a joint venture have not been satisfied.