STATE OF MINNESOTA
IN SUPREME COURT
A23-1275
Court of Appeals Procaccini, J. Took no part, Gaïtas, J. Doug Hoskin,
Appellant,
vs. Filed: September 10, 2025 Office of Appellate Courts Josh Krsnak, et al.,
Respondents.
________________________
Larina A. Alton, Lewis Brisbois Bisgaard & Smith LLP, Minneapolis, Minnesota, for appellant.
Arthur G. Boylan, Ryan M. Lawrence, Kathryn E. Campbell, Anthony Ostlund Louwagie Dressen & Boylan P.A., Minneapolis, Minnesota, for respondents.
SYLLABUS
1. Because a plaintiff’s complaint need not anticipate and rebut an affirmative
defense to survive a motion to dismiss based on that defense, a motion to dismiss based on
an affirmative defense may be granted only if the allegations in the complaint, construed
in the plaintiff’s favor, establish an unrebuttable defense.
1 2. Given our decision that the complaint was improperly dismissed based on
the asserted affirmative defense, respondents Josh Krsnak and JT Manager, LLC, are no
longer the “prevailing party” and are not entitled to contractual costs and attorney fees at
this time.
Reversed and remanded.
OPINION
PROCACCINI, Justice.
In this case, we are asked to consider whether a plaintiff’s complaint must anticipate
and rebut a potential affirmative defense to survive a motion to dismiss based on that
affirmative defense. Appellant Doug Hoskin and respondent Josh Krsnak, who managed
respondent JT Manager, LLC, were longtime business partners who owned various
business interests together. Following several discussions between Hoskin and Krsnak,
Hoskin sold certain business interests to Krsnak through JT Manager pursuant to several
transfer agreements. Hoskin later sued Krsnak and JT Manager, alleging that Hoskin
executed the transfer agreements under duress and because of fraud. Krsnak and JT
Manager moved to dismiss Hoskin’s complaint for failure to state a claim upon which relief
can be granted. Their motion was based primarily on an affirmative defense—release.
They argued that releases in the transfer agreements bar Hoskin’s claims. Hoskin
countered that the releases are invalid because they were obtained through duress and
fraud.
The district court granted Krsnak and JT Manager’s motion and dismissed the
complaint in its entirety. The district court also awarded costs and attorney fees to Krsnak
2 and JT Manager under contractual provisions in the transfer agreements. The court of
appeals affirmed, concluding that the releases in the transfer agreements bar Hoskin’s
claims and that Krsnak and JT Manager are entitled to costs and attorney fees.
We conclude that the court of appeals erred by requiring the complaint to allege
facts sufficient to establish that duress and fraud invalidate the releases. We therefore
reverse the conclusion of the court of appeals that the claims are barred by the releases and
remand to the court of appeals to consider the district court’s dismissal of five counts of
the complaint on alternative grounds. Given our decision to reverse the dismissal of the
complaint, we also reverse the award of costs and attorney fees.
FACTS
When we consider whether a complaint was properly dismissed for failure to state
a claim, we “review the complaint as a whole,” including documents referenced in the
complaint, “to determine whether as a matter of law a claim has been stated.” Martens v.
Minn. Mining & Mfg. Co., 616 N.W.2d 732, 740 (Minn. 2000). In keeping with our motion
to dismiss standard, we accept the allegations in Hoskin’s complaint as true and construe
all reasonable inferences in favor of Hoskin, the nonmoving party. See Halva v. Minn.
State Colls. & Univs., 953 N.W.2d 496, 500 (Minn. 2021).
As alleged in the complaint, Hoskin and Krsnak were “longtime business partner[s]”
and “co-investors and co-members in numerous businesses in the real estate and/or parking
facility space.” Each held “an ownership stake” in Interstate Parking Company, LLC
(IPC): Hoskin held 34 percent, and Krsnak held 10 percent. Hoskin, Krsnak, and other
business partners also “held numerous [other] businesses and properties through IPC.”
3 IPC was “principally involved in leasing parking facilities and operational
management of parking services at those facilities.” During the COVID-19 pandemic, the
demand for public parking declined, and IPC “realiz[ed] very little parking income.” As
the pandemic continued, “it became clear that in order to survive, IPC needed additional
capital,” so IPC’s owners, including Hoskin and Krsnak, “decided to apply for a Federal
Main Street loan.” Krsnak told Hoskin that he would “get it taken care of.” Krsnak “was
determined to attain” the loan from American Equity Bank, where he served on the board.
Hoskin relied on Krsnak’s representations and consequently “did not seek, nor encourage
others to seek, alternative financing options.”
During “a separate business discussion unrelated to the [loan],” Hoskin and Krsnak
discussed the sale and transfer of some “business interests” from Hoskin to Krsnak. Krsnak
and Hoskin met to discuss terms, and Krsnak offered to pay $350,000 for Hoskin’s business
interests.
Hoskin and Krsnak met again the following day, accompanied by legal counsel.
Krsnak lowered the price he was willing to pay to $220,000 but offered to allocate
$470,000 in federal historic tax credits to Hoskin. When Hoskin pointed out the decrease
in Krsnak’s offer, Krsnak agreed to approve on behalf of IPC an annual $150,000 salary
for Hoskin. Krsnak then threatened that, if Hoskin did not accept the offer, Krsnak would
undermine IPC’s efforts to obtain the Main Street loan. The deadline to apply for the loan
was that same day, and both Hoskin and Krsnak knew that “time was of the essence.”
Krsnak told Hoskin: “I’m not going to get the Main Street [Loan] unless we get this done,
4 Doug. If you don’t sell to me along the lines and prices that we are discussing now, IPC
would be in a world of hurt if they don’t get that loan.”
Hoskin objected to Krsnak’s proposal, which “undervalued” Hoskin’s interests.
Krsnak reiterated that unless Hoskin signed the transfer agreements, which had been
drafted by Krsnak and his attorney, Krsnak “would ensure that the Main Street loan
program required to ensure the survival of IPC would not occur.” Because “Hoskin’s
financial and other interests would be irreparably harmed” if IPC failed, Hoskin “had no
choice but to sign over his membership units,” and he signed the five transfer agreements
“[u]nder duress.”
Hoskin filed a complaint against Krsnak and JT Manager. The complaint contained
ten counts: fraudulent nondisclosure (Count I), fraudulent misrepresentation (Count II),
breach of the implied covenant of good faith and fair dealing (Count III), promissory
estoppel (Count IV), breach of oral agreement (Count V), negligence (Count VI), breach
of fiduciary duty (Count VII), quantum meruit (Count VIII), unjust enrichment (Count IX),
and declaratory judgment determining that the transfer agreements are unenforceable
because Hoskin executed them under duress (Count X).
In lieu of an answer, Krsnak and JT Manager filed a motion to dismiss Hoskin’s
complaint under Minnesota Rule of Civil Procedure 12.02(e), arguing that the complaint
failed to state a claim upon which relief can be granted. Krsnak and JT Manager asserted
5 that releases in the transfer agreements bar Hoskin’s claims. 1 These provisions stated that
Hoskin “releases” Krsnak and JT Manager “from all claims, demands, damages, actions,
and causes of action . . . arising out of or related to” the agreements. Krsnak and JT
Manager alternatively argued that each of Hoskin’s claims should be dismissed for
claim-specific reasons. Hoskin opposed the motion. He argued that the releases are invalid
because he executed them under duress and due to fraud. Hoskin also argued that each
count in the complaint properly and adequately stated a claim upon which relief could be
granted.
The district court granted Krsnak and JT Manager’s motion and dismissed the
complaint. The district court, focusing on the releases in the transfer agreements, first
concluded “that economic duress is a factor to consider in determining whether the
allegedly aggrieved party intended to release their legal claims” and that Hoskin’s
complaint alleged facts sufficient to show that he did not intend to release his claims. The
district court then concluded that an aggrieved party must attempt to return the
consideration paid in exchange for a release of claims before the release can be voided.
Because the complaint “does not allege [that Hoskin] has or has attempted to return any
amount of the consideration received for signing the Transfer Agreements,” the district
court determined that Hoskin did not take “the actions necessary to void the release
1 Hoskin’s complaint does not refer to the releases or contain the word “release.” But because the complaint refers to the transfer agreements, the court may consider these agreements (and the releases therein) on a motion to dismiss for failure to state a claim. N. States Power Co. v. Minn. Metro. Council, 684 N.W.2d 485, 490 (Minn. 2004) (“[A] court may consider documents referenced in a complaint without converting the motion to dismiss to one for summary judgment.” (emphasis omitted)).
6 agreements.” As a result, the district court concluded that the releases are valid and “bar[]
all of Hoskin’s claims.”
The district court also, in the alternative, conducted a claim-specific analysis to
determine whether the allegations in the complaint stated a claim for relief. The district
court concluded that “[i]n the absence of the release agreements,” Hoskin’s claims for
fraudulent nondisclosure (Count I), promissory estoppel (Count IV), breach of contract
(Count V), breach of fiduciary duty (Count VII), and declaratory judgment (Count X)
should be allowed to proceed. On the other hand, the district court determined that
Hoskin’s claims for fraudulent misrepresentation (Count II), breach of covenant of good
faith and fair dealing (Count III), negligent misrepresentation (Count VI), quantum meruit
(Count VIII), and unjust enrichment (Count IX) should be dismissed regardless of the
releases.
Following the district court’s dismissal of the complaint, Krsnak and JT Manager
moved for costs and attorney fees, arguing that the transfer agreements authorize the
“prevailing party” to recover costs and attorney fees “[i]n any action to enforce” the transfer
agreements. Hoskin opposed the motion. The district court concluded that Krsnak and JT
Manager were entitled to attorney fees and costs because they prevailed in an “action to
enforce” the transfer agreements by securing the dismissal of Hoskin’s complaint. The
district court awarded $38,156.36 in costs and attorney fees to Krsnak and JT Manager.
Hoskin appealed the district court’s dismissal of the complaint and its award of costs
and attorney fees. On appeal, Hoskin argued that the district court erred by (1) dismissing
the complaint based on the releases in the transfer agreements, (2) dismissing five of
7 Hoskin’s ten claims on alternative grounds, and (3) awarding costs and attorney fees to
Krsnak and JT Manager based on the transfer agreements.
The court of appeals affirmed the district court’s dismissal of the complaint based
on the releases, but on different grounds than the district court. Hoskin v. Krsnak, No.
A23-1275, 2024 WL 2131674 (Minn. App. May 13, 2024). The court of appeals
concluded that the district court erred by determining that Hoskin was required to return
the consideration that he received to void the agreements. But the court of appeals
nevertheless concluded that the releases in the transfer agreements bar Hoskin’s claims. In
reaching this conclusion, the court of appeals stated that Hoskin was required to allege facts
in his complaint to invalidate the releases. Because the court of appeals determined that
Hoskin’s pleadings related to duress and fraud were insufficient to invalidate the releases,
the court of appeals concluded that the releases bar Hoskin’s claims. Given this conclusion,
the court of appeals did not consider the district court’s alternative grounds for dismissing
five of Hoskin’s ten claims. Finally, the court of appeals affirmed the award of costs and
attorney fees to Krsnak and JT Manager as the prevailing parties.
Hoskin filed a petition for further review, which we granted.
ANALYSIS
This appeal has evolved since we granted Hoskin’s petition for further review.
Hoskin’s petition for further review asked us to consider several questions related to the
8 merits of Hoskin’s claims. 2 But after the parties’ initial briefing and before oral argument,
we identified a threshold procedural question that the parties did not raise or brief: whether
a plaintiff’s complaint must include facts sufficient to rebut a potential affirmative defense.
We requested supplemental briefing on this issue, and it is now the dispositive issue in this
appeal. 3 We first consider whether a plaintiff’s complaint must include facts that are
sufficient to rebut a potential affirmative defense. We then assess whether Krsnak and JT
Manager are the “prevailing party” (and therefore entitled to costs and attorney fees) at this
time.
2 Hoskin’s petition for further review raised the following six issues for which we granted review: (1) whether “economic duress” is categorically excluded as a foundation of duress under Minnesota law; (2) whether “economic duress” is a factor to be considered when determining intent to release claims; (3) whether litigants must plead fraud as to each term of an agreement, rather than the agreement as a whole; (4) whether the appellant must anticipate the respondent’s arguments and address those arguments in their opening brief; (5) whether a recent court of appeals case requires fraud claims to be dismissed if the aggrieved party discovered the fraudulent scheme; and (6) whether an allegation that a party lied to induce the execution of a contract states a claim of fraudulent inducement. Krsnak and JT Manager did not cross-petition on any issues. Because we resolve this appeal on other grounds, we do not consider the merits of the six issues raised in Hoskin’s petition for further review. 3 Ordinarily, “ ‘we rely on the parties to frame the issues for decision and assign to courts the role of neutral arbiter of matters the parties present.’ ” Schroeder v. Simon, 985 N.W.2d 529, 558 (Minn. 2023) (Anderson, J., concurring) (quoting Greenlaw v. United States, 554 U.S. 237, 243 (2008)). But we also have a duty “to decide cases in accordance with law, and that responsibility is not to be diluted by counsel’s oversights, lack of research, failure to specify issues or to cite relevant authorities.” State v. Hannuksela, 452 N.W.2d 668, 673 n.7 (Minn. 1990) (citation omitted) (internal quotation marks omitted). Additionally, in this case, we identified counsels’ failure to identify the relevant issues before oral argument, requested supplemental briefing on those issues, and focused on them during oral argument. Because we have an obligation to apply the correct law and the parties have had the opportunity to litigate the relevant issues in this case, we resolve this case on the supplemental issues and briefing.
9 I.
Hoskin asks us to consider whether his complaint should have been dismissed under
Minnesota Rule of Civil Procedure 12.02(e), which permits dismissal for “failure to state
a claim upon which relief can be granted.” We review this question de novo. Hansen v.
U.S. Bank Nat’l Ass’n, 934 N.W.2d 319, 325 (Minn. 2019). To resolve this question, we
must determine whether the complaint sets forth “a legally sufficient claim for relief.” Abel
v. Abbott Nw. Hosp., 947 N.W.2d 58, 68 (Minn. 2020). “A claim is sufficient against a
motion to dismiss for failure to state a claim if it is possible on any evidence which might
be produced, consistent with the pleader’s theory, to grant the relief demanded.” Walsh v.
U.S. Bank, N.A., 851 N.W.2d 598, 603 (Minn. 2014). This standard reflects “a preference
for non-technical, broad-brush pleadings,” and it has remained the same since we adopted
notice pleading in 1951. Id. at 604–05.
The court of appeals concluded that Hoskin’s complaint was properly dismissed
because all his claims are barred by an affirmative defense (release) based on the releases
in the transfer agreements. To reach this conclusion, the court of appeals reasoned that the
releases were fatal to Hoskin’s claims because the allegations in Hoskin’s complaint do not
state a claim for duress or fraud and therefore cannot invalidate the releases. Case law
from this court arguably supports that approach. In Zimmermann v. Benz, 202 N.W. 272
(Minn. 1925), and Wallner v. Schmitz, 57 N.W.2d 821 (Minn. 1953), we addressed
motions to dismiss based on an affirmative defense of release. In both cases, we affirmed
the district courts’ dismissal of the plaintiffs’ claims where the plaintiffs had failed to allege
facts supporting a claim of duress that would be sufficient to rebut the releases. In other
10 words, Zimmermann and Wallner—cases that we have never expressly overruled—suggest
that a plaintiff must anticipate an affirmative defense and allege facts in their complaint
sufficient to rebut that affirmative defense to survive a motion to dismiss based on that
affirmative defense. See Zimmermann, 202 N.W. at 272–73; Wallner, 57 N.W.2d at 824.
But Hoskin correctly points out that our more recent case law suggests that a
plaintiff is not required to anticipate and rebut an affirmative defense in their complaint.
In Hansen, for example, we explained that when a party moves to dismiss a complaint
based on an affirmative defense, dismissal is appropriate “only when it is clear from the
stated allegations in the complaint” that the affirmative defense bars the complaint. See
934 N.W.2d at 326. Hansen does not suggest that a complaint must anticipate and rebut
potential affirmative defenses.
Because the standards set out in cases such as Zimmermann and Wallner are
inconsistent with the logic in Hansen, we must clarify the proper standard for reviewing a
motion to dismiss when the motion is based upon an affirmative defense. Applying a
de novo standard of review, we first clarify the legal standard and then apply that standard
to the circumstances here. See In re Polaris, Inc., 967 N.W.2d 397, 406 (Minn. 2021)
(“Determining the appropriate legal standard is a question of law that we review de novo.”);
Curtis v. Altria Grp., Inc., 813 N.W.2d 891, 898 (Minn. 2012) (explaining that we review
de novo the application of the law).
A.
For the reasons set out below, we conclude that the heightened burden set out in
Zimmermann and Wallner is no longer applicable and that the standard set out in Hansen
11 applies when a motion to dismiss is based on an affirmative defense to the plaintiff’s
claims. We reach this conclusion by first considering the legal context in which
Zimmermann and Wallner were decided and then assessing the practice in other
jurisdictions.
Zimmermann and Wallner do not reflect our current notice-pleading standard
because they were not decided under that standard. Instead, those cases were decided under
our old code-pleading standard. See Kelly v. Ellefson, 712 N.W.2d 759, 767 (Minn. 2006)
(explaining the shift from code pleading to notice pleading); Zimmermann, 202 N.W. at
272–74; Wallner, 57 N.W.2d at 824. 4 Code pleading was designed to discourage
“fictitious pleading” by “requir[ing] truth in pleading.” Derby v. Gallup, 5 Minn. 119, 131
(1860). To achieve that goal, code pleading required parties to plead facts sufficient to
constitute a cause of action (for plaintiffs) or a defense (for defendants). Id.; see also Kelly,
712 N.W.2d at 767 (explaining that code pleading “required a complaint to include a
specific statement of ultimate facts sufficient to constitute a cause of action”). The
reasoning in Zimmermann and Wallner is consistent with the code-pleading standard.
We replaced code pleading with notice pleading when we adopted Minnesota Rule
of Civil Procedure 8.01 in 1951, effective January 1, 1952. Walsh, 851 N.W.2d at 604–05;
Wallner, 57 N.W.2d at 824 n.1. Under our notice-pleading standard, a complaint “sets
forth a claim for relief” if it “contain[s] a short and plain statement of the claim showing
4 Although we decided Wallner in 1953, after we adopted our current notice-pleading standard, “the judgment appealed from was entered December 29, 1951,” so “the Rules of Civil Procedure, effective January 1, 1952, [did] not apply.” Wallner, 57 N.W.2d at 824 n.1. Accordingly, Wallner was a code-pleading case.
12 that the pleader is entitled to relief and a demand for judgment for the relief sought.”
Minn. R. Civ. P. 8.01. This standard has remained the same since we adopted it. Walsh,
851 N.W.2d at 604–05. Unlike code pleading, notice pleading does not require a pleader
“to allege facts and every element of a cause of action.” N. States Power Co. v. Franklin,
122 N.W.2d 26, 29 (Minn. 1963). Instead, “a pleading will be dismissed only if it appears
to a certainty that no facts, which could be introduced consistent with the pleading, exist
which would support granting the relief demanded.” Id.
Because code pleading required much more specificity than notice pleading, the
rules of law developed in code-pleading cases may not be consistent with later
notice-pleading case law. This is certainly true of Zimmermann and Wallner. As discussed
above, Zimmermann and Wallner place a burden on the plaintiff to anticipate and rebut an
affirmative defense in their complaint to survive a motion to dismiss based on that
affirmative defense. See Zimmermann, 202 N.W. at 272–74; Wallner, 57 N.W.2d at 824.
But we have explained more recently that we will not dismiss a complaint “ ‘if it is possible
on any evidence which might be produced, consistent with the pleader’s theory, to grant
the relief demanded.’ ” Walsh, 851 N.W.2d at 602 (quoting Franklin, 122 N.W.2d at 29).
We have also explained that “the party asserting [an affirmative] defense has the burden of
establishing each of the elements” of the defense. MacRae v. Grp. Health Plan, Inc.,
753 N.W.2d 711, 716 (Minn. 2008). By requiring a plaintiff to anticipate and rebut an
affirmative defense to survive a motion to dismiss based on that affirmative defense,
Zimmermann and Wallner create a heightened pleading standard that runs headlong into
our broad notice-pleading standard and our more recent case law. Instead of requiring a
13 “short and plain statement” to survive a motion to dismiss, as Rule 8.01 permits,
Zimmermann and Wallner require a potentially long, complex statement with allegations
that not only set forth the plaintiff’s legal claims but also anticipate and rebut the
defendant’s affirmative defenses—defenses that the defendant may never choose to assert.
Placing this heightened burden on a plaintiff at the pleading stage simply does not comport
with the preference for “non-technical, broad-brush pleadings” embodied in Rule 8.01. See
Walsh, 851 N.W.2d at 604.
By contrast, the approach adopted in more recent cases such as MacRae and Hansen
fits well with our notice-pleading standard. In MacRae, we reversed a grant of summary
judgment and dismissal of plaintiff’s complaint based on a statute of limitations defense.
753 N.W.2d at 713–14. We began by noting that the statute of limitations is an affirmative
defense and explained that “the party asserting [an affirmative] defense has the burden of
establishing each of [its] elements.” Id. at 716. Because the defendant had not established
that the statute of limitations had run before the plaintiff filed her complaint, we reversed
the dismissal of plaintiff’s complaint and remanded to the district court. Id. at 723. Hansen
applied a similar burden at the motion to dismiss stage. Hansen, 934 N.W.2d at 326. In
Hansen, we explained that we “construe the complaint to allow the plaintiff’s claim to go
forward unless there is no way to construe the alleged facts—and the inferences drawn
from those facts—in support of the plaintiff’s claim.” Id. Accordingly, we held that, when
a party moves to dismiss a complaint based on an affirmative defense, dismissal is
appropriate “only when it is clear from the stated allegations in the complaint” that the
affirmative defense bars the complaint. Id. Under the standard articulated in MacRae and
14 Hansen, the plaintiff does not need to identify and rebut potential affirmative defenses in
their complaint. Instead, the defendant must show that the allegations in the complaint
establish each element of an affirmative defense to secure dismissal based on that defense.
This standard ensures that a complaint will survive a motion to dismiss unless the
complaint itself sets forth the elements of an unrebuttable affirmative defense, which aligns
with our notice-pleading standard.
Although case law from other jurisdictions does not bind our court, we note that
other courts have taken a similar approach. Federal courts, for instance, have explained
that a court may dismiss a complaint based on an affirmative defense “only in the relatively
rare circumstances when all facts necessary to the affirmative defense clearly appear on the
face of the complaint.” L.N.P. v. Kijakazi, 64 F.4th 577, 586 (4th Cir. 2023) (citation
omitted) (internal quotation marks omitted); see also 5B Charles Alan Wright & Arthur R.
Miller, Federal Practice and Procedure § 1357 (4th ed. 2025) (explaining that dismissal
based on an affirmative defense is appropriate only when the “affirmative defense appears
on the face of the complaint,” such that the complaint “is essentially self-defeating”). 5 And
other notice-pleading states have also explained that a motion to dismiss based on an
5 See also Luna Vanegas v. Signet Builders, Inc., 46 F.4th 636, 640 (7th Cir. 2022) (“Rarely will the face of the complaint so clearly prove the opponent’s affirmative defense that immediate dismissal, prior to the filing of an answer, will be proper.”); Joyce v. Armstrong Teasdale, LLP, 635 F.3d 364, 367 (8th Cir. 2011) (“As a general rule, the possible existence of a statute of limitations defense is not ordinarily a ground for Rule 12(b)(6) dismissal unless the complaint itself establishes the defense.” (citation omitted) (internal quotation marks omitted)); Jensen v. Brown, 131 F.4th 677, 691 (9th Cir. 2025) (“[D]ismissal based on an affirmative defense is permitted [only] when the complaint establishes the defense.” (citation omitted) (internal quotation marks omitted)).
15 affirmative defense may be granted only if “the facts [in the complaint] establish the
defense.” See Shepherd v. Costco Wholesale Corp., 482 P.3d 390, 393 (Ariz. 2021). 6
In keeping with this approach, other courts have similarly and consistently held that
the plaintiff has no obligation to anticipate and rebut an affirmative defense in their
complaint. For example, the United States Court of Appeals for the Seventh Circuit has
explained that plaintiffs “ordinarily need not anticipate and attempt to plead around
affirmative defenses.” G.G. v. Salesforce.com, Inc., 76 F.4th 544, 566 (7th Cir. 2023)
(citation omitted) (internal quotation marks omitted); see also Wright & Miller, supra,
§ 1357 (“[A] plaintiff is not required to plead the negation of an affirmative defense in
order to survive a motion to dismiss.”). The West Virginia Supreme Court of Appeals has
likewise held that “a plaintiff’s complaint need not anticipate or attempt to plead around
potential defenses that may be raised by the defendant.” Gable v. Gable, 858 S.E.2d 838,
850 (W. Va. 2021). And these jurisdictions are far from alone. 7 Under this legal standard,
6 See also State ex rel. Nguyen v. Lawson, 257 N.E.3d 157, 163 (Ohio 2025) (“[W]e have held that an affirmative defense may properly be raised in a motion to dismiss but only if the complaint and the materials incorporated into it show conclusively that the defense applies.”); Spann v. Davis, 866 S.E.2d 371, 374 (Ga. 2021) (“[A]lthough the complaint need not anticipate affirmative defenses, if the allegations on the face of the pleadings support the defense as a matter of law and show that the claimant would not be entitled to relief, the trial court is authorized to dismiss for failure to state a claim.”). 7 See, e.g., Isaiah v. JPMorgan Chase Bank, 960 F.3d 1296, 1304 (11th Cir. 2020) (“A complaint need not anticipate and negate affirmative defenses and should not ordinarily be dismissed based on an affirmative defense unless the defense is apparent on the face of the complaint.”); Schmidt v. Skolas, 770 F.3d 241, 248 (3d Cir. 2014) (“[A] complaint need not anticipate or overcome affirmative defenses . . . .”); Harris v. City of New York, 186 F.3d 243, 251 (2d Cir. 1999) (explaining that a plaintiff need not anticipate an affirmative defense in their complaint); Schultea v. Wood, 47 F.3d 1427, 1430
16 “[t]he mere presence of a potential affirmative defense does not render the claim for relief
invalid.” Hyson USA, Inc. v. Hyson 2U, Ltd., 821 F.3d 935, 939 (7th Cir. 2016) (alteration
in original) (citation omitted) (internal quotation marks omitted). Instead, “[o]nly when
the plaintiff pleads itself out of court—that is, admits all the ingredients of an impenetrable
defense—may a complaint that otherwise states a claim be dismissed” for failure to state a
claim. Jensen v. Brown, 131 F.4th 677, 691 (9th Cir. 2025) (citation omitted) (internal
quotation marks omitted).
The logic of the federal courts and other states comports with our own case law and
Minnesota Rules of Civil Procedure 8.01 and 12.02. Under Minnesota law, a plaintiff need
not anticipate and rebut an affirmative defense in their complaint to survive a motion to
dismiss based on that defense. 8 We therefore hold that a motion to dismiss based on an
(5th Cir. 1995) (same); Killoran v. Kaler, 18 N.W.3d 867, 880 (N.D. 2025) (“A complaint does not need to allege facts in anticipation of an affirmative defense.”); Shepherd, 482 P.3d at 393 (explaining that a complaint does not need to anticipate an affirmative defense). 8 We note that the federal pleading standard differs from Minnesota’s pleading standard. In two seminal cases, the United States Supreme Court “articulated a heightened pleading standard under the Federal Rules of Civil Procedure.” Demskie v. U.S. Bank Nat’l Ass’n, 7 N.W.3d 382, 387 (Minn. 2024) (citing Bell Atl. Corp. v. Twombly, 550 U.S. 544 (2007); Ashcroft v. Iqbal, 556 U.S. 662 (2009)). Under this heightened standard, a complaint must contain facts sufficient to state a plausible claim for relief. Twombly, 550 U.S. at 556; Iqbal, 556 U.S. at 678. In Walsh, we explained that the heightened standard does not apply in Minnesota because our rules reflect “a preference for non-technical, broad-brush pleadings” that merely put the opposing party on notice of the claims against it. 851 N.W.2d at 604; see also Minn. R. Civ. P. 8.01. In other words, a plaintiff faces a lower burden to state a claim for relief and survive a motion to dismiss in Minnesota state court than they would in federal court. Applying our outdated case law from the code-pleading era, see Zimmermann, 202 N.W. 272; Wallner, 57 N.W.2d 821, would hold Hoskin to a higher standard than he
17 affirmative defense may be granted only if the allegations in the complaint, construed in
the plaintiff’s favor, establish an unrebuttable defense. See Hansen, 934 N.W.2d at
326–27. To the extent that Zimmermann and Wallner conflict with this standard, we
overrule them.
B.
Having clarified the legal standard that applies when reviewing a motion to dismiss
based on an affirmative defense, we next apply that standard to the circumstances presented
in this case.
As discussed above, Krsnak and JT Manager moved to dismiss Hoskin’s complaint
based on the releases in the transfer agreements. In doing so, Krsnak and JT Manager filed
a motion to dismiss based on an affirmative defense. See Minn. R. Civ. P. 8.03 (identifying
“release” as an affirmative defense); Karnes v. Quality Pork Processors, 532 N.W.2d 560,
563 (Minn. 1995) (“A release is an affirmative defense to a cause of action . . . .”). The
district court dismissed Hoskin’s complaint based on the releases, and the court of appeals
affirmed the dismissal based on its conclusion that Hoskin did not plead facts in his
complaint sufficient to state a claim for duress or either type of fraud. Hoskin, 2024 WL
2131674, at *4–5, *10–12.
Put simply, the question before us is whether Hoskin pleaded himself out of court.
Dismissal of Hoskin’s complaint based on the releases in the transfer agreements is
would face in federal court. This result would be inconsistent with our broad notice-pleading standard, and it provides further support for our conclusion that Zimmermann and Wallner are no longer good law in this context.
18 appropriate only if the allegations in the complaint and the documents referenced in the
complaint, construed in Hoskin’s favor, establish an unrebuttable affirmative defense.
Hansen, 934 N.W.2d at 326–27. In other words, for Hoskin’s complaint to be dismissed
at this stage, its allegations must admit all the elements of an unrebuttable defense such
that his claims cannot survive as a matter of law. Id.
Based on the allegations in the complaint and the transfer agreements, which are
referenced in the complaint, Hoskin has not pleaded himself into an unrebuttable
affirmative defense. Krsnak and JT Manager are correct that the allegations in Hoskin’s
complaint establish that the releases exist. The complaint refers to the transfer agreements,
which include the releases, and courts “may consider documents referenced in a complaint
without converting the motion to dismiss to one for summary judgment.” N. States Power
Co. v. Minn. Metro. Council, 684 N.W.2d 485, 490 (Minn. 2004) (emphasis omitted).
Although we may consider the releases, their mere existence is insufficient to bar
Hoskin’s complaint. “[A] release is an affirmative defense to a plaintiff’s claim for relief,
not something the plaintiff must anticipate and negate in [their] pleading.” Perry v. Merit
Sys. Prot. Bd., 582 U.S. 420, 435 n.9 (2017). Accordingly, for the releases to bar Hoskin’s
complaint, the allegations in the complaint must establish that the releases are valid. But
the allegations in Hoskin’s complaint do not go so far. Hoskin’s complaint does not
concede that the releases were executed voluntarily. To the contrary—Hoskin’s complaint
is predicated on the allegation that he executed the transfer agreements (and therefore the
releases) involuntarily. Because the allegations in Hoskin’s complaint do not admit all the
19 elements of an unrebuttable defense by merely admitting the existence of the releases, the
releases do not bar Hoskin’s claims at this early stage of litigation.
To illustrate why the releases do not and should not bar Hoskin’s complaint, we
consider Hoskin’s assertion that he executed the transfer agreements and, by extension, the
releases under duress. We have explained that “[d]uress is available as a defense to a
contract only when agreement is coerced by physical force or unlawful threats.” Bond v.
Charlson, 374 N.W.2d 423, 428 (Minn. 1985). For physical force or an unlawful threat to
constitute duress, it must “destroy[] the victim’s free will and compel[] him to comply with
some demand of the party exerting the coercion.” Wise v. Midtown Motors, 42 N.W.2d
404, 407 (Minn. 1950). A party’s ability to resist coercive acts is subjective—“that is, the
existence of duress is to be determined by whether the coercion was of such a character as
to overcome the free will of the victim rather than that of a person of ordinary courage and
firmness.” Id. Put differently, we focus on “the state of mind induced thereby in the
victim,” not on the nature of the coercion, when determining whether a party executed a
contract under duress. Id.
Hoskin appears to argue that Krsnak coerced him into executing the transfer
agreements, and the releases upon which Krsnak relies, through an “unlawful threat.” We
have never defined the term “unlawful threat.” Instead, we have conducted fact-specific
analyses to determine whether the circumstances surrounding the execution of a given
agreement were coercive enough to overcome the complainant’s free will. See id.
at 408–09 (holding that certain economic threats against the plaintiff established duress);
Snyder v. Samuelson, 167 N.W. 287, 288 (Minn. 1918) (same); Bond, 374 N.W.2d at 428
20 (holding that certain economic threats against the plaintiff were insufficient to establish
duress). In doing so, we have considered the circumstances as a whole and from the
perspective of the complainant. Accordingly, we have never held that “economic duress”
cannot constitute an “unlawful threat.” Given our duress case law, the allegations in
Hoskin’s complaint—viewed in the light most favorable to Hoskin—do not categorically
prohibit him from establishing duress as a defense to the affirmative defense of release. 9
In sum, Hoskin was not required to anticipate and rebut Krsnak and JT Manager’s
affirmative defense of release in his complaint, and the allegations in the complaint do not
establish that the releases necessarily bar his claims here. 10 For these reasons, we reverse
and remand to the court of appeals so that it may consider whether the district court erred
by dismissing five of Hoskin’s ten claims on the merits. 11 See Bahr v. Boise Cascade
9 Because we conclude that the allegations in Hoskin’s complaint do not prohibit him from asserting and potentially establishing duress as a defense to the affirmative defense of release, we decline to consider whether the allegations in Hoskin’s complaint preclude him from asserting and possibly establishing fraudulent misrepresentation and fraudulent nondisclosure as defenses to the releases. 10 To be clear, our decision here is based on the lenient pleading standards that apply at the motion to dismiss stage. We express no view on the ultimate merits of Krsnak and JT Manager’s affirmative defense based on release or on Hoskin’s defenses to that affirmative defense. 11 We have no need to address the conclusion of the court of appeals that the district court erred in dismissing the entire complaint “when it concluded that Hoskin was required to return the consideration before repudiating the releases.” Hoskin, 2024 WL 2131674, at *10. Krsnak and JT Manager did not request cross-review on that issue. In any event, the district court’s reasoning—that “Hoskin does not allege he has or has attempted to return any amount of the consideration received for signing the Transfer Agreements”—fails for the same reasons already stated: Hoskin was not required to anticipate and rebut the affirmative defense, and the allegations in Hoskin’s complaint do not establish that the releases necessarily bar his claims.
21 Corp., 766 N.W.2d 910, 922 (Minn. 2009) (reversing and remanding to the court of appeals
to consider issues that it did not initially address).
II.
Hoskin also challenges the decision of the court of appeals to affirm the district
court’s award of costs and attorney fees to Krsnak and JT Manager based on the attorney
fees provisions in the transfer agreements. Hoskin did not raise this challenge in his
petition for further review, and “[g]enerally, we do not address issues that were not raised
in a petition for [further] review.” In re GlaxoSmithKline PLC, 699 N.W.2d 749, 757
(Minn. 2005). But we may address such issues in the interests of justice, and we choose to
do so here. See Minn. R. Civ. App. P. 103.04 (“The appellate courts may reverse, affirm
or modify the judgment or order appealed from or take any other action as the interest of
justice may require.”). Because Krsnak and JT Manager cannot properly be considered the
“prevailing party” given our decision here, we reverse the award of costs and attorney fees
to them. But we express no opinion on the merits of Hoskin’s arguments regarding the
lower courts’ interpretation and application of the attorney fees provisions in the transfer
agreements.
CONCLUSION
For the foregoing reasons, we reverse the decision of the court of appeals and
remand to the court of appeals for further proceedings consistent with this opinion.
GAÏTAS, J., took no part in the decision of this case.