Minnesota Supreme Court Finds that “Predominant Purpose” Test Applies to Determine Whether Contract for Both Goods and Intangible Assets is Subject to the Uniform Commercial Code
In Vermillion State Bank v. Tennis Sanitation, LLC, 969 N.W.2d 610 (Minn. 2022), the Minnesota Supreme Court was presented with the question of whether the Uniform Commercial Code (“UCC”) applies to an alleged contract for the sale of both goods and intangible assets. The question matters because a contract for the sale of goods must […]
Minnesota Court of Appeals Upholds Double Damages on Wage Claim and Piercing of Corporate Veil
In a May 2020 unpublished opinion, the Minnesota Court of Appeals decided in Mallberg v. Gustafson, et al that a company’s former employee was not only entitled to double damages on his wage claim, but also that the owner who managed the business was personally liable to the former employee for the monetary award. The […]
MN Supreme Court Affirms Minneapolis Sick Leave Ordinance
Settling years of contentious litigation that followed Minneapolis’ adoption of a sick and safe time ordinance, the Minnesota Supreme Court ruled in June 2020 that the city’s ordinance (i) was not preempted by state law, and (ii) did not violate the extraterritoriality doctrine. The decision means that not only are Minneapolis-based employers responsible for tracking […]
How to Prepare to Sell Commercial Real Estate in Minnesota
The commercial real estate market, like the residential real estate market, remains hot in the Twin Cities metropolitan area. Whether apartment buildings, warehouse space, retail locations, restaurant sites, manufacturing facilities or offices, the steady demand for commercial space continues to generate significant opportunities for real estate investors as a result of the strong Minnesota economy […]
Court Addresses Shareholder’s Claim that He Had an Expectation of Lifetime Employment in a Minnesota Company
The Minnesota Court of Appeals issued a decision in the case of Roberts v. HydraMetrics, LLC, No. A18-0390, (Minn. Ct. App. 2019) that addressed a shareholder’s claim that he had an expectation of lifetime employment with the Minnesota company for which he worked. The decision both clarifies and criticizes a well-known 1992 Court of Appeals […]
Minnesota Operating Agreements: Previously Important, Now Essential for Minnesota LLCs
Under the Minnesota Revised Uniform Limited Liability Company Act (“Minnesota Revised LLC Act”), which applies to all Minnesota limited liability companies as of January 1, 2018, it is recommended that a Minnesota limited liability company enact an operating agreement. Under the Minnesota Revised LLC Act, failure to implement an operating agreement can have significant negative […]
New Minnesota LLC Act Becomes Mandatory On January 1, 2018
If you are a member (owner) of a Minnesota limited liability company (LLC), then you need to decide in the next few months whether it is necessary, or simply prudent, to adopt revised governance documents in light of changes in Minnesota law governing LLCs. This article provides a framework for evaluating whether a modification of […]
Minnesota Court of Appeals Holds Attorney Personally Liable for Law Firm Judgment
Minnesota courts will “pierce the corporate veil” of an LLC where the LLC is an alter ego of the individual member and there is an element of injustice or fundamental unfairness. In Guava LLC v. Merkel, A15-0254 (Minn. Ct. App. Aug. 17, 2015) (“Guava II“), the Minnesota Court of Appeals affirmed a Hennepin County District […]
Minnesota Revised Uniform Limited Liability Company Act Now in Effect
As previously discussed in Governor Dayton Approves Minnesota Adoption of Revised Uniform Limited Liability Company Act, on April 11, 2014, Minnesota Governor Mark Dayton signed into law the Minnesota Revised Uniform Limited Liability Company Act (“MRULLCA”). MRULLCA becomes effective August 1, 2015. Below are common questions about how MRULLCA will affect Minnesota LLCs. When does […]
Tips for Preventing, Deterring, and Identifying Employee Fraud
Employee fraud is a long-standing concern among Minnesota business owners. Employee fraud comes in a variety of forms and schemes, all of which can be detrimental to the operations or livelihood of a business and its future prospects. Employers, however, can discover, detect, and deter employee fraud by understanding the variety of schemes employees use, […]