Lund v. Lund

924 N.W.2d 274
CourtCourt of Appeals of Minnesota
DecidedJanuary 14, 2019
DocketA18-0120
StatusPublished
Cited by8 cases

This text of 924 N.W.2d 274 (Lund v. Lund) 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
Lund v. Lund, 924 N.W.2d 274 (Mich. Ct. App. 2019).

Opinion

BJORKMAN, Judge

Appellants challenge the district court's grant of a buy-out of respondent's business interests, valuation of the interests, removal of a trustee, and denial of appellant trustees' motion for attorney fees and costs. By cross-appeal, respondent/cross-appellant challenges the district court's grant of summary judgment on her breach-of-fiduciary-duty claims against appellant trustees, denial of her request to remove a second trustee, and determination of the valuation date for the buy-out of her interests. We affirm all rulings except the district court's denial of appellant trustees' motion seeking reimbursement of their attorney fees and costs from applicable trusts. On this issue, we remand to the district court for reconsideration of the motion under the correct legal standard.

FACTS

This appeal arises from decades-long friction among the Lund siblings, grandchildren of grocery-chain founder Russell T. Lund Sr., over one sibling's desire to divest her various trusts of interests in three privately held Lund family business entities. Like her three siblings, respondent Kim A. Lund (Kim1 ) is an indirect *27825% owner, through certain trusts, of appellants Lunds, Inc., Lund Food Holdings, Inc. (LFHI), and Lund Real Estate Holdings, LLC (LREH) (together, the Lund entities). Appellant Russell T. Lund III (Tres) is the Lund entities' chairman, president, and CEO. He is the only one of the four Lund siblings who is actively involved in running the family businesses.

In December 2014, Kim commenced this litigation against appellants Tres, the Lund entities, trustee Stanley Rein, and directors Gene Gerke and Mitch Avery, alleging breach of fiduciary duty, unfairly prejudicial conduct under Minn. Stat. §§ 302A.751, 322B.833,2 and civil conspiracy. She sought damages, a buy-out of her interests or alternatively the sale of the Lund entities, removal of Tres and Rein as trustees of her trusts,3 attorney fees, expenses, and other relief.

In July 2016, Kim filed a buy-out motion under Minn. Stat. § 302A.751 and Minn. Stat. § 322B.833,4 and appellants moved for summary judgment. The district court held a hearing on these and other motions in August. In an order filed on October 4, the district court granted Kim's buy-out motion, denied appellants' summary-judgment motion on Kim's unfairly-prejudicial-conduct and equitable-relief claims; and granted appellants' summary-judgment motion on Kim's breach-of-fiduciary-duty and civil-conspiracy claims. The district court denied appellants' request to file a motion to reconsider the October 4 order.

After another hearing, the district court set the valuation date for Kim's interests as October 2, 2016, the close of the Lund entities' 2016 fiscal year. When the parties failed to agree on fair value and other buy-out terms within the statutory time period, the district court held a weeklong court trial on these terms and Kim's trustee-removal claims. The district court ultimately determined the fair value of the Lund entities was $191.5 million on October 2, 2016, and the fair value of the interests held by Kim's trusts was $45.2 million.5 The district court granted Kim's request to remove Tres as trustee of her Russ Jr. and Canadian Oil trusts, but denied Kim's request to remove Rein as trustee of her Canadian Oil trusts. Tres and Rein filed a motion for trustees' attorney fees and costs, which the district court denied. This appeal follows.

*279ISSUES

I. Did the district court abuse its discretion in granting a buy-out under Minn. Stat. §§ 302A.751, 322B.833 ?

II. Did the district court abuse its discretion in setting the valuation date or in determining fair value?

III. Did the district court err in determining Kim's breach-of-fiduciary-duty claims against appellant trustees fail as a matter of law?

IV. Did the district court abuse its discretion in granting in part and denying in part Kim's trustee-removal claims?

V. Did the district court err in concluding the common-law standard for an award of trustees' attorney fees and costs is superseded by Minn. Stat. § 501C.1004 (2018)?

ANALYSIS

I. The district court did not abuse its discretion by granting a buy-out under Minn. Stat. §§ 302A.751, 322B.833.

Appellants' primary argument on appeal is that the district court erred as a matter of law in granting Kim's buy-out motion. They contend a decision on a buy-out motion is akin to summary judgment or a directed verdict and therefore subject to de novo review. Kim argues the proper standard of review is abuse of discretion because a buy-out is an equitable remedy. Both are correct in part.

Under both the MBCA and the MLLCA, a district court "may grant any equitable relief it [finds] just and reasonable in the circumstances" if individuals in control of the corporation or LLC have acted "in a manner unfairly prejudicial" toward another shareholder or member. Minn. Stat. §§ 302A.751, subd. 1(b)(3), 322B.833, subd. 1(2)(ii).6 Available equitable relief includes a buy-out of the plaintiff's interests by the business entity. Minn. Stat. §§ 302A.751, subd. 2 (closely held corporation), 322B.833, subd. 2 (limited liability company). Appellate courts generally review a district court's grant of equitable relief for abuse of discretion. Melrose Gates, LLC v. Moua , 875 N.W.2d 814, 819 (Minn. 2016).

The district court concluded it is appropriate to grant a buy-out on motion if the record reflects at least one uncontroverted incident of unfairly prejudicial conduct. We agree and hold that, in the absence of a genuine issue of material fact as to whether unfairly prejudicial conduct occurred, a district court may, without conducting an evidentiary hearing, exercise its broad equitable authority to grant a buy-out under Minn. Stat. §§ 302A.751, 322B.833. Accordingly, we consider whether the district court (1) erred by concluding it was appropriate to decide Kim's buy-out request on motion and (2) abused its discretion by granting the buy-out remedy.

A. There is no genuine issue of material fact as to whether appellants frustrated Kim's reasonable expectations of liquidity and financial independence.

Unfairly prejudicial conduct under Minn. Stat. § 302A.751 includes conduct that violates or frustrates the reasonable expectations of a minority *280shareholder. U.S. Bank N.A. v. Cold Spring Granite Co. , 802 N.W.2d 363, 366, 378 (Minn. 2011). The term "unfairly prejudicial" is liberally construed. See id. at 377 ; see also McCallum v. Rosen's Diversified, Inc.

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Cite This Page — Counsel Stack

Bluebook (online)
924 N.W.2d 274, Counsel Stack Legal Research, https://law.counselstack.com/opinion/lund-v-lund-minnctapp-2019.