Gieseke ex rel. Diversified Water Diversion, Inc. v. IDCA, Inc.

826 N.W.2d 816, 2013 WL 141700, 2013 Minn. App. LEXIS 2
CourtCourt of Appeals of Minnesota
DecidedJanuary 14, 2013
DocketNo. A12-0713
StatusPublished
Cited by7 cases

This text of 826 N.W.2d 816 (Gieseke ex rel. Diversified Water Diversion, Inc. v. IDCA, Inc.) is published on Counsel Stack Legal Research, covering Court of Appeals of Minnesota primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Gieseke ex rel. Diversified Water Diversion, Inc. v. IDCA, Inc., 826 N.W.2d 816, 2013 WL 141700, 2013 Minn. App. LEXIS 2 (Mich. Ct. App. 2013).

Opinion

OPINION

SCHELLHAS, Judge.

Appellants challenge the district court’s piercing of appellant-company’s corporate veil to hold appellant-individuals liable for the jury’s verdict that appellant-company converted respondent-company’s property and interfered with respondent-company’s prospective economic advantage. We affirm.

FACTS

This case arises out of a protracted and complicated feud between appellant Michael Hogenson and his brother, Arthur Hogenson, (the Hogensons) and their two competing businesses — Standard Water Control Systems and respondent Diversified Water Diversion, Inc. The Hogensons jointly and equally owned Standard Water, which employed John Gieseke. Disputes arose between the Hogensons; they stopped working together in 1999; and Michael Hogenson retained ownership of Standard Water, which discharged Gieseke in part because of his friendship with Arthur Hogenson. In December 2001, Gie-seke and Arthur Hogenson incorporated Diversified Water. Shortly thereafter, the companies became enmeshed in litigation. That litigation included Diversified Water suing Standard Water to enforce a non-disparagement agreement, which arose out of separate litigation, and the district court granting judgment to Diversified Water against Standard Water in the amount of $67,717.45.

In September 2007, Thomas Fallon obtained a $737,679.65 personal-injury judgment against Arthur Hogenson. Ultimately, the district court vacated the Fallon judgment on the ground that the court lacked jurisdiction because Fallon was an employee of Diversified Water when he was injured on the job. But, about two years before vacation of the Fallon judgment, a company owned by Michael Ho-genson — MWH Properties — purchased the Fallon judgment for $62,500, intending to enforce it against Arthur Hogenson and give 50% of any judgment proceeds to Fallon. Michael Hogenson and his wife, appellant Debra Hogenson, also decided to purchase Arthur Hogenson’s 50% stock interest in Diversified Water, and they formed appellant IDCA, Inc. for that specific purpose. Michael Hogenson testified that IDCA intended to “[sjettle [Diversified Water’s] outstanding debts, lawsuits, and so on and shut the company down.” Debra Hogenson was IDCA’s sole director, officer, employee, and stockholder.

After acquiring the Fallon judgment, Michael Hogenson attempted to levy the judgment against Arthur Hogenson’s assets. The district court issued a writ of execution, and the Hennepin County Sheriffs Office noticed a sheriffs sale of Arthur Hogenson’s stock in Diversified Water and one other company. At the sheriffs sale, IDCA purchased Arthur Hogenson’s 50% [822]*822stock interest in Diversified Water. Then, without proper corporate authority, IDCA changed Diversified Water’s registered address to that of Standard Water’s and towed some of Diversified Water’s equipment from Arthur Hogenson’s home to Standard Water’s building. Additionally, IDCA, based on its 50% interest in Diversified Water, settled Diversified Water’s $67,717.45 judgment against Standard Water for $12,000.1

In September 2009, on behalf of Diversified Water and based on his 50% ownership interest, Gieseke sued numerous parties, including IDCA, Michael Hogenson, and Debra Hogenson, alleging breach of fiduciary duty, conversion, replevin, interference with prospective economic advantage, and alter-ego liability. In their answer and counterclaim, Michael Hogenson, and Debra Hogenson alleged that Gie-seke’s claims “may be barred by the doctrine! ] of unclean hands,” that IDCA is “a bonafide purchaser for value of the shares of Diversified,” and that IDCA “has good title to the shares of Diversified” because IDCA had no knowledge based on the face of the Fallon judgment that it was void for lack of subject-matter jurisdiction.

The district court denied summary judgment to IDCA, Michael Hogenson, and Debra Hogenson, rejecting their argument that IDCA was a bona fide purchaser of the Fallon judgment because it was void for lack of subject-matter jurisdiction. The district court also rejected the argument of unclean hands. The case proceeded to trial, and a jury answered special-verdict questions in part as an advisory jury under Minn. R. Civ. P. 39.02. The jury advised the district court that: IDCA breached a fiduciary duty to Diversified Water; the breach caused damages of $41,000; and IDCA’s corporate veil should be pierced. And the jury returned verdicts that: IDCA converted Diversified Water’s property and Diversified Water is entitled to damages of $10,000; IDCA is liable for replevin and Diversified Water is entitled to damages of $10,000; and IDCA committed tortious interference with Diversified Water’s prospective economic advantage and Diversified Water is entitled to damages of $220,000.

Based on the advice of the advisory jury, the district court pierced IDCA’s corporate veil but, because IDCA was not a fiduciary to and did not owe a fiduciary duty to Diversified Water, the court rejected the jury’s advice that IDCA breached a fiduciary duty to Diversified Water. The district court awarded damages of $10,000 for the conversion and replevin claims, reasoning that the damages for each were duplicative. The district court also awarded $220,000 for tortious interference with prospective economic advantage. The total damages award was $230,000.

IDCA, Michael Hogenson, and Debra Hogenson moved for amended findings, a new trial, and judgment as a matter of law (JMOL), and the district court denied their motions.

This appeal follows.

ISSUES

I. Is tortious interference with prospective advantage a valid tort claim under Minnesota law?

II. Does the evidence sustain the jury’s verdict that IDCA committed tor-tious interference with Diversified Water’s prospective advantage?

III. Did the unclean-hands doctrine preclude the district court from piercing IDCA’s corporate veil?

[823]*823IV. Does the evidence sustain the district court’s piercing of IDCA’s corporate veil to hold Michael Ho-genson and Debra Hogenson liable for IDCA’s conduct?

V. Is the jury’s damages award excessive?

ANALYSIS

Appellate courts will reverse a district court’s denial of a new-trial motion only if the district court clearly abused its discretion, Frazier v. Burlington N. Santa Fe Corp., 811 N.W.2d 618, 629 (Minn.2012), but appellate courts “need not give deference to the district court’s decision” on issues of law, Stoebe v. Merastar Ins. Co., 554 N.W.2d 733, 735 (Minn.1996). Appellate courts review de novo a district court’s denial of a JMOL motion, Glorvigen v. Cirrus Design Corp., 816 N.W.2d 572, 581 (Minn.2012), and in doing so, “apply the same standard the district court uses,” “constru[ing] the evidence in the light most favorable to the prevailing party” to determine whether “ ‘there is [a] legally sufficient evidentiary basis for a reasonable jury to find’ ” for the party denied JMOL. Kidwell v. Sybaritic, Inc., 784 N.W.2d 220, 229 (Minn.2010) (quoting Minn. R. Civ. P. 50.01(a)). JMOL is appropriate when “the evidence is practically conclusive against the verdict and reasonable minds can reach only one conclusion or the jury’s findings are contrary to the law applicable in the case.” Moorhead Econ. Dev. Auth. v. Anda, 789 N.W.2d 860, 887 (Minn.2010)(quotation omitted).

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Cite This Page — Counsel Stack

Bluebook (online)
826 N.W.2d 816, 2013 WL 141700, 2013 Minn. App. LEXIS 2, Counsel Stack Legal Research, https://law.counselstack.com/opinion/gieseke-ex-rel-diversified-water-diversion-inc-v-idca-inc-minnctapp-2013.