STATE OF MINNESOTA
IN SUPREME COURT
A24-1535
Court of Appeals Procaccini, J.
Seven Acquisition LLC,
Appellant,
vs. Filed: August 5, 2026 Office of Appellate Courts Gregg Williams,
Respondent.
________________________
Andrew L. Marshall, James C. Kovacs, Bryce D. Riddle, Bassford Remele, P.A., Minneapolis, Minnesota, for appellant.
Jason R. Asmus, Scott M. Flaherty, Yuka Shiotani, Taft Stettinius & Hollister LLP, Minneapolis, Minnesota, for respondent.
________________________
Quasi-judicial immunity applies to acts within the scope of a court-appointed
receiver’s appointment, even when the receiver is alleged to have acted at the direction of
a party and with an improper motive.
Affirmed.
1 OPINION
PROCACCINI, Justice.
The doctrine of quasi-judicial immunity generally protects a court-appointed
receiver from lawsuits based on actions taken by the receiver within the scope of the
receivership. In this case, we review the application of quasi-judicial immunity to
allegations that a receiver committed misconduct by acting at the direction of a party and
with an improper motive.
At the outset of foreclosure proceedings involving a property in downtown
Minneapolis, appellant Seven Acquisition LLC (Seven) was the property’s tenant, and
respondent Gregg Williams was the court-appointed receiver over the property. After an
unsuccessful attempt to remove Williams from the receivership in the foreclosure
proceedings, Seven sued Williams directly, alleging two claims: negligence and breach of
fiduciary duty. The district court dismissed the negligence claim based on quasi-judicial
immunity, but it did not dismiss the claim for breach of fiduciary duty.
Williams appealed. The court of appeals reversed the district court’s decision not
to dismiss the breach-of-fiduciary-duty claim, concluding that all the allegations related
to that count stemmed from actions that Williams took within the scope of the
receivership. Because quasi-judicial immunity protects quasi-judicial officers from suit
for all actions taken within the scope of their appointment regardless of motive, and the
allegations in Seven’s complaint allege either improper motives or actions taken within
the scope of the receivership, we affirm the decision of the court of appeals.
2 FACTS
Because this appeal arises from the denial of Williams’s motion to dismiss, the
facts presented here are as alleged in Seven’s complaint and in documents referenced in
the complaint. See Hoskin v. Krsnak, 25 N.W.3d 398, 401 (Minn. 2025). We accept the
allegations as true, and we construe reasonable inferences in Seven’s favor. Id. As the
court of appeals observed, these alleged facts “have not been tested by a trial or other
fact-finding inquiry.” See Seven Acquisition LLC v. Williams, 25 N.W.3d 412, 414 (Minn.
App. 2025).
Seven was a commercial tenant maintaining a restaurant, event center, and
nightclub business in a building in downtown Minneapolis. 700 Hennepin Holdings LLC
(700 Hennepin) was Seven’s landlord. The building was encumbered by a mortgage held
by Wilmington Trust, National Association (Wilmington Trust). 700 Hennepin was the
mortgagor. Midland Loan Services, a division of PNC Bank, was a special servicer for
Wilmington Trust. The parties at times refer to the mortgagee as “Wilmington,”
“Midland,” or “Wilmington/Midland.” The identity of the mortgagee is not at issue in this
appeal, and we refer to the mortgagee as “the bank” or “Midland.”
Between 2018 and 2019, the building’s roof began to leak. The leaks damaged the
building’s floors, walls, and ceiling. Seven reported the leaks to 700 Hennepin, but
700 Hennepin did not repair the roof. In response, Seven withheld rent. 700 Hennepin
then filed an eviction action against Seven. Seven and 700 Hennepin arbitrated their
dispute, and Seven won an arbitration award of approximately $800,000 against
3 700 Hennepin. After the arbitration award was issued, 700 Hennepin stopped making
mortgage payments to the bank.
Based on 700 Hennepin’s failure to repay the loan on the mortgage, the bank sued
700 Hennepin to collect the balance on the loan and take possession of the property.
Relevant here, the bank’s complaint requested the appointment of Gregg Williams as
receiver over the property. The day after the bank filed its complaint against
700 Hennepin, the bank and 700 Hennepin filed a stipulation for entry of an order
appointing Williams as receiver.
To be eligible to serve as a receiver, a receiver must be “independent as to the
parties and the underlying dispute.” Minn. Stat. § 576.26, subd. 1(2). In their stipulation,
the bank and Williams attested that Williams was sufficiently independent to serve as a
receiver, that the only relationship Williams had with the bank was “in the context of
discussions regarding the proposed receivership,” and that Williams did “not have any
material financial or pecuniary interest in the outcome of the underlying dispute between
the parties.” Seven’s complaint in this matter alleges, however, that at the time of his
appointment, Williams “had a significant business relationship with Wilmington Trust’s
agent, Midland, having received more than 50% of his business over the preceding
15 years from Midland.”
The same day that the bank and 700 Hennepin filed their stipulation, the district
court appointed Williams as receiver. The receivership order made findings of fact and
granted Williams several powers. Based on the information the bank and Williams
provided, the district court found that Williams was sufficiently independent to be named
4 as the receiver because the “only relationship that Mr. Williams [had] with the parties to
[the] action [was] in the context of discussions regarding the proposed receivership
sought in the Complaint,” that Williams did “not have any material financial or pecuniary
interest in the outcome of the underlying dispute between the parties,” and that Williams
did “not have any interest materially adverse to the interests of the parties to [the] action.”
The district court found Williams qualified to serve as the receiver and “as an officer of
the Court.” Most relevant here, the receivership order granted Williams the power to
“collect, control, manage, conserve, and protect the Receivership Property” and the
power to “oversee all collection of rents and cash flow” and “enforce any valid term,
condition, or covenant of any existing lease.”
Williams took over the day-to-day operations of the property. Seven alerted
Williams to the leaking roof, and Williams acknowledged the damage. But Williams
refused to repair the roof and informed Seven that he would not do so until Seven vacated
the property. Seven alerted Williams about a number of other necessary repairs, but
Williams either delayed the repairs or failed to make them. Due to the lack of
maintenance, the building deteriorated, and Seven had to close its business and vacate the
building. Based on the outstanding arbitration award that Seven had won against
700 Hennepin, Seven continued not to pay rent.
About five months after the district court issued the receivership order, the bank
amended its complaint against 700 Hennepin to add Seven as a party and include a count
commencing a foreclosure action. In the foreclosure action, Williams moved to compel
Seven to pay rent, arguing that Seven owed Williams rent and that Seven was in default
5 of its lease for failure to pay. Eventually, this court held that Seven and Williams needed
to submit the rent dispute to arbitration, see Wilmington Tr., Nat’l Ass’n v. 700 Hennepin
Holdings, LLC, 988 N.W.2d 895, 909 (Minn. 2023), but—according to Seven’s
complaint—there was never a determination that Seven owed rent or was in default of its
lease.
More than two years after Seven was named and served in the foreclosure action,
Seven moved to remove Williams from the receivership. Seven argued that Williams
failed to file a bond as required by Minnesota Statutes section 576.27, he was not
independent from the parties to the underlying dispute, and he failed to execute his duties
when he declined to make necessary repairs. The district court denied Seven’s motion to
remove Williams from the receivership because Seven’s motion was untimely and also
because Seven had not demonstrated good cause to remove Williams under Minnesota
Statutes section 576.37.1
Seven then sued Williams directly, asserting claims for negligence and breach of
fiduciary duty. In support of its negligence claim, Seven alleged that Williams failed to
exercise reasonable care in maintaining the property. As to its claim for breach of
fiduciary duty, Seven alleged that Williams owed a duty to Seven based on his position as
receiver. Seven alleged that Williams breached that duty because he had a conflict of
interest arising from his duties under the receivership order and duties imposed on him by
1 Minnesota Statutes section 576.37, subdivision 1, allows a court to remove a receiver if “(1) the receiver fails to execute and file the bond required by section 576.27; (2) the receiver resigns, refuses, or fails to serve for any reason; or (3) for other good cause.”
6 the bank, he took direction from the bank, and he intentionally acted to damage Seven for
the bank’s benefit. Seven alleged that Williams’s actions were outside the scope of his
receivership authority.
Williams moved to dismiss Seven’s complaint for failure to state a claim upon
which relief can be granted. See Minn. R. Civ. P. 12.02(e). Relevant here, he asserted that
he was entitled to quasi-judicial immunity, a doctrine that protects receivers and other
quasi-judicial officers from lawsuits for conduct within the scope of their appointment.
Williams argued that this immunity barred both of Seven’s claims because the alleged
wrongdoing was within the scope of his appointment. The district court dismissed
Seven’s negligence claim on this basis. But it determined that there were fact questions as
to whether Williams had a conflict of interest with, or was taking direction from, the
bank. For that reason, the district court did not dismiss the claim for breach of fiduciary
duty.
Williams appealed the district court’s decision not to dismiss the
breach-of-fiduciary-duty claim.2 Seven did not cross-appeal the dismissal of the
negligence claim. At the court of appeals, Williams again argued that quasi-judicial
immunity barred Seven’s breach-of-fiduciary-duty claim. The court of appeals
recognized—and the parties did not dispute—that “Williams may invoke quasi-judicial
immunity in the appropriate situation.” Seven Acquisition, 25 N.W.3d at 416–17. The
2 In interpreting Minnesota Rule of Civil Appellate Procedure 103.03, we have held that an order denying a dispositive motion on the ground of immunity from suit is immediately appealable. Anderson v. City of Hopkins, 393 N.W.2d 363, 363–64 (Minn. 1986).
7 court of appeals then turned to the “question [of] whether this is such a situation.” Id.
at 417. In concluding that quasi-judicial immunity applied here, the court of appeals
determined that all of Williams’s alleged breaches of fiduciary duty arose from actions he
undertook within the scope of his appointment. The court of appeals further reasoned that
the allegation that Williams acted at the bank’s direction could establish only that
Williams acted with an improper motive, which was insufficient to defeat quasi-judicial
immunity. Id. at 417–20.
Seven filed a petition for further review, which we granted.
ANALYSIS
This case turns on the scope of the doctrine of quasi-judicial immunity and, in
particular, whether it encompasses Williams’s alleged conduct. We begin by explaining
the doctrine of quasi-judicial immunity as it applies to court-appointed receivers. We then
address the application of the doctrine in the context of Williams’s motion to dismiss,
analyzing whether the doctrine shields Williams from Seven’s breach-of-fiduciary-duty
claim.
A.
Quasi-judicial immunity is a long-recognized extension of judicial immunity,
which prevents judges from being held liable in civil lawsuits based on actions taken in
their judicial capacity. Linder v. Foster, 295 N.W. 299, 300–01 (Minn. 1940) (compiling
authorities). Judicial immunity protects the judiciary’s independence by recognizing and
addressing the commonsense reality that a defeated litigant “may not only think himself
wronged, but may attribute wrong motives to the judge whom he holds responsible for
8 his defeat.” Id. at 301. This protection “is not extended to the judge for his own sake, but
because the public interest requires full independence of action and decision on his part,
uninfluenced by any fear or apprehension of consequences personal to” the judge.
Robinette v. Price, 8 N.W.2d 800, 807 (Minn. 1943) (quoting Stewart v. Case, 54 N.W.
938, 938 (Minn. 1893)). Accordingly, judicial immunity generally protects judges from
being sued on the grounds that “the judge’s acts were the result of partiality, or malice, or
corruption.” Linder, 295 N.W. at 301; see also Brown v. Dayton Hudson Corp.,
314 N.W.2d 210, 214 (Minn. 1981) (explaining that judicial officers are absolutely
immune “regardless of motive”).
We have extended this protection to quasi-judicial officers through the doctrine of
quasi-judicial immunity, which similarly protects quasi-judicial officers from lawsuits
based on acts performed in their quasi-judicial capacity. See Brown, 314 N.W.2d at 214.
Like judicial officers, quasi-judicial officers cannot be sued based on their actions as a
quasi-judicial officer “by merely pleading that [their actions] were the result of a
conspiracy previously entered into.” Linder, 295 N.W. at 301–02. In short, quasi-judicial
immunity protects quasi-judicial officers from lawsuits based on actions taken within
their quasi-judicial capacity or based on general allegations of conspiracy related to their
quasi-judicial role.
And, for more than a century, we have recognized that quasi-judicial immunity
applies to court-appointed receivers when they are acting within the scope of the
receivership. See Schmidt v. Gayner, 62 N.W. 265, 265 (Minn. 1895). A court-appointed
receiver acts as the court’s agent, taking possession of and managing receivership
9 property, subject to the court’s direction. Aaron Carlson Corp. v. Cohen, 933 N.W.2d 63,
67–68 (Minn. 2019). A receiver’s duties are determined by statute, rule, or court order,
including the order appointing the receiver. Id. at 68. Minnesota Statutes chapter 576
governs receiverships and sets forth receivers’ basic powers and duties. See Minn. Stat.
§§ 576.21–.53. Chapter 576 also provides that a receiver “shall be entitled to all defenses
and immunities provided at common law for acts or omissions within the scope of the
receiver’s appointment.” Minn. Stat. § 576.28(a).
Taken together, our case law makes clear that when a receiver acts pursuant to a
receivership order or chapter 576, the receiver is acting within the scope of the
receivership and will be protected from suit for those actions, regardless of alleged
motive. And like other quasi-judicial officers, a receiver is protected from claims based
solely on allegations that the receiver was acting as part of a conspiracy.
B.
Williams moved to dismiss Seven’s complaint on the grounds that the actions
alleged were all taken within the scope of the receivership, and therefore, Seven failed to
state a claim upon which relief can be granted. See Minn. R. Civ. P. 12.02(e). Because we
are analyzing this issue in the context of a motion to dismiss, we next examine Seven’s
burden to state a claim under Minnesota’s notice-pleading standard. We then examine
whether Seven’s complaint must be dismissed based on quasi-judicial immunity.
1.
We review whether a complaint has sufficiently stated a claim de novo. Hansen v.
U.S. Bank, Nat’l Ass’n, 934 N.W.2d 319, 325 (Minn. 2019). A complaint states a claim if
10 it is possible, on any evidence that 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). Under Minnesota’s notice-pleading standard, a plaintiff may rely on
general and conclusory statements of fact. Id. at 604–05. But conclusory statements of
law are not afforded deference. Id. at 603 (noting with approval “the common-sense
proposition that we are not bound by legal conclusions stated in a complaint when
determining whether the complaint survives a motion to dismiss for failure to state a
claim.” (citation omitted) (internal quotation marks omitted)); see also id. at 607 n.3
(“[W]hen determining whether a complaint survives a motion to dismiss for failure to
state a claim, we are not bound by the legal conclusions pleaded ….”).
Seven’s complaint alleges that “[t]he actions taken by [Williams] were outside the
scope of the Receiver’s authority.” Seven contends that, under Minnesota’s
notice-pleading standard, this allegation alone is sufficient to survive a motion to dismiss
based upon quasi-judicial immunity, because quasi-judicial immunity protects a receiver
from suit only for actions taken within the scope of the receivership. But whether
Williams’s alleged actions were within the scope of the receivership is, as Seven
conceded at oral argument, a conclusion of law. See Aaron Carlson Corp., 933 N.W.2d
at 67 (reviewing, as a question of law, whether bringing a veil-piercing claim was within
the scope of a receivership); cf. Reetz v. City of Saint Paul, 956 N.W.2d 238, 243 (Minn.
2021) (reviewing, as a question of law, whether an act was quasi-judicial).
Because the allegation that Williams acted outside the scope of the receivership is
a conclusion of law to which we are not bound, that allegation alone is insufficient to
11 survive Williams’s motion to dismiss. See Walsh, 851 N.W.2d at 603, 607 n.3. Instead, to
survive the motion to dismiss, the complaint must plead facts that support the legal
conclusion that Williams’s conduct strayed beyond the scope of the receivership.3 See id.
at 604–05; see also Finn v. All. Bank, 860 N.W.2d 638, 654 (Minn. 2015) (affirming
dismissal of a claim because the complaint pled “nothing more than a legal presumption”
that was not an accurate statement of law and there were “no other allegations from
which a factfinder could draw a reasonable inference” that an element of the claim could
be established). Although such factual allegations can be broad and general—and we
must draw reasonable inferences from those allegations in Seven’s favor—if the
complaint fails to allege facts that support a conclusion that Williams acted outside the
scope of the receivership, then quasi-judicial immunity applies, and Seven has not stated
a claim upon which relief can be granted.4
3 Seven appears to argue that our decision in Demskie v. U.S. Bank, National Association, 7 N.W.3d 382 (Minn. 2024), allows it to rely on its complaint’s conclusion of law that Williams exceeded the scope of the receivership. In Demskie, we concluded that a plaintiff had—at the judgment on the pleadings stage—alleged facts sufficient to satisfy the legal conclusion that a defendant was a “shareholder” under the relevant statute. Id. at 387–88. But, as we observed in Demskie, the complaint in that case alleged facts that supported the party’s shareholder status. See id. (noting that the plaintiff’s allegation that the defendant was a shareholder was not a “mere label” because the complaint included “numerous facts supporting the allegation that [the defendant] became the controlling shareholder”). Although Demskie reaffirmed that we do not require exacting specificity in our pleading standard, it does not support the contention that a plaintiff need not allege any facts to support a conclusion of law in their complaint. 4 Williams suggests that our analysis should be guided by Hoskin v. Krsnak, a case in which we held that 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. 25 N.W.3d 398, 409 (Minn. 2025). Hoskin involved an affirmative defense, not an immunity, and “[w]e treat affirmative defenses differently
12 2.
Under the standard discussed above, we analyze whether Seven has pled any
factual allegations—aside from general allegations of conspiracy of the type that we
addressed in Linder—that support a legal conclusion that Williams acted outside the
scope of the receivership.
To answer this question, we begin by defining the scope of the receivership at
issue. As discussed above, the scope of a receivership is set by statute, rule, or order of
the court, including the court order appointing the receiver. See Aaron Carlson Corp.,
933 N.W.2d at 68. Minnesota Statutes section 576.29, subdivision 1, lists several powers
and duties of a receiver, including “the power to collect, control, manage, conserve, and
protect receivership property” and “the power to assert rights, claims, causes of action, or
defenses that relate to receivership property.” Minn. Stat. § 576.29, subd. 1(a)(1), (3). In
addition, the receivership order here granted Williams “[t]he power to oversee all
collection of rents and cash flow” and “[t]he power to enforce any valid term, condition,
or covenant of any existing lease.” Accordingly, actions that Williams took to manage the
from immunities because they serve different purposes.” Rehn v. Fischley, 557 N.W.2d 328, 332 (Minn. 1997). Most relevant here, “an affirmative defense protects a party from liability,” but “an immunity typically protects a party from suit.” Id. at 332–33. And “the application of an immunity typically is a matter of law that is best resolved before the parties engage in lengthy discovery.” Id. at 332. Given the distinctions that we have drawn between affirmative defenses and immunities, it is unclear whether the standard articulated in Hoskin applies to an assertion of immunity. Nevertheless—because we conclude that the allegations in Seven’s complaint, construed in its favor, establish that Williams is protected by quasi-judicial immunity—Seven has not stated a claim even under Hoskin’s lenient standard. For that reason, we need not decide whether the Hoskin standard applies to a motion to dismiss based on an immunity.
13 property, assert claims on behalf of the property, enforce a lease, or collect rent were
within the scope of the receivership.
Seven argues that the factual allegations in its complaint show that Williams was
acting outside the scope of the receivership because the allegations show that Williams
was acting as an agent of one of the parties (the bank). Seven points to its allegations that
Williams failed to make repairs to the building so that Seven would be forced to vacate
the property, and that Williams made misrepresentations to the district court when
seeking the receivership appointment and during the rent dispute with Seven. Seven also
points to its allegations that Williams took direction from the bank, that Williams’s
extensive prior business relationships with the bank posed a conflict of interest with his
duties as receiver, and that Williams was participating in a plan with the bank to oust
Seven from the property. We examine whether each of these allegations, as well as the
complaint as a whole, support a reasonable inference that Williams acted outside the
scope of the receivership.
Starting with Williams’s alleged failure to repair the building and the actions he
took to collect rent from Seven, we agree with the court of appeals that these acts fell
within the scope of the receivership. Williams’s decisions regarding repairs fell within his
authority and discretion to control, manage, and operate the property. See Minn. Stat.
§ 576.29, subd. 1(a)(1). And Williams’s actions in the rent dispute were also within the
scope of section 576.29 and the receivership order, which authorized Williams to both
assert claims relating to the property and enforce existing leases. Pursuing an action to
14 collect rent—even if ultimately unsuccessful—was within Williams’s power to enforce
leases and to assert claims related to the property.
Seven argues that these actions were nonetheless outside the scope of the
receivership because Williams was not exercising his discretion as receiver but was
instead taking these actions as the bank’s agent. Here, Seven’s arguments that Williams
acted as the bank’s agent boil down to arguments that Williams acted with an improper
motive. But quasi-judicial immunity protects actions falling within the scope of the
receivership “regardless of motive.” Brown, 314 N.W.2d at 214. Williams is therefore
entitled to quasi-judicial immunity from Seven’s allegations relating to the failure to
repair the property and the rent dispute.
Seven’s other allegations fail to defeat quasi-judicial immunity because they
amount to general allegations of conspiracy like those addressed in Linder. In Linder, the
plaintiff’s allegations involved an alleged plot between court-appointed physicians and
the court commissioner to find the plaintiff mentally ill in a civil commitment
proceeding. See 295 N.W. at 300. We reasoned that quasi-judicial immunity should not be
circumvented by a plaintiff’s pleading that the acts in question were “the result of a
conspiracy.” Id. at 302. We observed that allowing general conspiracy allegations to
defeat a claim of quasi-judicial immunity would “scuttle the immunity rule.” Id. Here,
Seven alleges that Williams was motivated by a conflict of interest, took direction from
the bank, and participated in a plan with the bank to oust Seven from the property.
Although these allegations are somewhat more detailed than the allegations of the
plaintiff in Linder, they nonetheless amount to allegations of a conspiracy of the type
15 addressed in that case. See Linder, 295 N.W. at 302; see also Conspiracy, Black’s Law
Dictionary (12th ed. 2024) (defining “conspiracy” as “[a]n agreement by two or more
persons to commit an unlawful act” and noting that it is derived from a Latin word that
means to “plot together”). Under Linder, Seven’s general conspiracy allegations
regarding Williams’s plan with the bank to oust Seven cannot defeat Williams’s claim of
quasi-judicial immunity.5
We must also address Seven’s troubling allegation that Williams made
misrepresentations to the district court to be appointed as receiver. We have declined to
apply quasi-judicial immunity to protect attorneys and arbitrators from liability for fraud.
See Hoppe v. Klapperich, 28 N.W.2d 780, 791 (Minn. 1947) (noting that an attorney
forfeits quasi-judicial immunity if the attorney “permits the private interests and desires
of his client to become so dominant that he ceases to be a minister of justice and instead
5 Seven also argues that cases from other states support the conclusion that Williams’s attempt to oust Seven was outside the scope of the receivership. Seven relies heavily on Anes v. Crown Partnership, Inc., a case in which the Nevada Supreme Court held that a receiver acted outside the scope of the receivership when the receiver harassed a tenant of the receivership property. 932 P.2d 1067, 1071 (Nev. 1997). But Anes is distinguishable. In Anes, the district court was asked to determine whether the receiver had harassed the tenant and to enjoin future harassment. See id. Seven, on the other hand, did not allege harassment in its complaint or ask the district court to determine whether it was being harassed. Seven’s complaint instead relies on a theory that Williams was conspiring with the bank, asserting that Williams acted at the bank’s direction to oust Seven from the property. Accordingly, we do not find Anes persuasive here. Seven’s reliance on Kohlrautz v. Oilmen Participation Corp., 441 F.3d 827 (9th Cir. 2006), is similarly unpersuasive. In Kohlrautz, the Ninth Circuit interpreted Nevada law and declined to apply quasi-judicial immunity to a receiver because the receiver acted partially toward one party in the litigation and made misrepresentations to the district court. 441 F.3d at 836. Because this approach is inconsistent with our reasoning in Linder, which protects quasi-judicial officers from liability based on allegations of partiality, we decline to follow Kohlrautz. See Linder, 295 N.W. at 300–02.
16 knowingly becomes an instrumentality for the perpetration of fraud”); L & H Airco, Inc.
v. Rapistan Corp., 446 N.W.2d 372, 377 (Minn. 1989) (declining to apply arbitral
immunity to protect an arbitrator from criminal liability for fraud). Although Seven
alleges that Williams made misrepresentations before the district court, Seven neither
asserted a fraud claim in its complaint nor pursued a fraud exception to the quasi-judicial
immunity doctrine before this court or the court of appeals. Nor did Seven’s complaint
contend that Williams should lose quasi-judicial immunity because the alleged
misrepresentations rendered the receivership itself invalid. Unlike L & H Airco,
446 N.W.2d at 375, which involved a fraud lawsuit, or Hoppe, 28 N.W.2d at 791, which
considered a circumstance in which an attorney “knowingly [became] an instrumentality
for the perpetration of fraud,” Seven does not allege that Williams and Midland
committed fraud. Instead, Seven alleges that Williams made misrepresentations to the
district court as part of the bank’s plan to oust Seven from the property, which was a
breach of his fiduciary duty to Seven. As discussed above, the allegations that Williams
participated in a plan to harm Seven are conspiracy allegations that, under Linder, do not
defeat quasi-judicial immunity.
Moreover, it is not clear that Williams’s alleged misrepresentations to the district
court support Seven’s claim for breach of fiduciary duty. Such misrepresentations would
arguably breach a duty to the court. Cf. In re Houge, 764 N.W.2d 328, 335 (Minn. 2009)
(describing the contents of an affidavit as amounting to “an affirmative misrepresentation
in violation of [the attorney]’s duty of candor to the tribunal”). But even if Williams owed
a fiduciary duty to Seven related to his representations to the court, it is unclear how that
17 duty could have arisen before Williams was appointed as receiver.6 See Midland Nat’l
Bank of Minneapolis v. Perranoski, 299 N.W.2d 404, 413 (Minn. 1980) (noting that no
fiduciary duty existed between parties to a transaction who did not have a fiduciary
relationship). Pre-appointment misrepresentations, therefore, would not support a
breach-of-fiduciary-duty claim. We therefore reject Seven’s argument that Williams’s
alleged pre-appointment misrepresentations to the district court prevent the application of
quasi-judicial immunity as to Seven’s fiduciary duty claim.
We are mindful that our notice-pleading standard is a low one and that reasonable
inferences must be drawn in favor of Seven. But to succeed here—that is, to avoid the
application of quasi-judicial immunity—Seven must show that its allegations give rise to
a reasonable inference that Williams acted outside of the scope of the receivership. When
viewed in their totality, the allegations in Seven’s complaint portray a series of acts that
were taken within the scope of the receivership, and which may well support an inference
of improper motive. But such allegations do not support an inference that Williams acted
outside of the scope of the receivership, and an inference of improper motive does not
defeat the protections of quasi-judicial immunity.7
6 Whether Williams owed a duty to Seven based on his quasi-judicial role as receiver is not at issue before us. We assume without deciding that Williams owed such a duty to Seven for the purpose of this analysis only. 7 In other words, Seven has pled itself out of court by admitting “all the ingredients of” quasi-judicial immunity. Hoskin, 25 N.W.3d at 408. The allegations in Seven’s complaint establish quasi-judicial immunity by making clear that Williams was a receiver and that Williams acted within the scope of the receivership. See id. at 409 (discussing motion to dismiss standard); Brown, 314 N.W.2d at 214 (describing requirements of quasi-judicial immunity). As discussed above, although we conclude that Seven’s
18 We also take seriously Seven’s argument that applying quasi-judicial immunity
here could allow corrupt receivers to engage in misconduct without adequate
accountability. But just as lawsuits brought by defeated parties against judges jeopardize
judicial independence, so too do lawsuits against quasi-judicial officers when those
officers exercise their powers contrary to the suing party’s wishes. See Linder, 295 N.W.
at 301 (“A defeated party to a litigation may not only think himself wronged, but may
attribute wrong motives to the judge whom he holds responsible for his defeat.”). And
jeopardizing judicial independence is against the interests of the public. The public is
served when receivers have “full independence of action and decision” and are
“uninfluenced by any fear or apprehension of consequences personal” to themselves. See
Robinette, 8 N.W.2d at 807.
We emphasize that corrupt receivers are not left unchecked and that chapter 576
does not leave aggrieved parties without recourse. To the contrary, and as the court of
appeals observed, chapter 576 grants district courts power to control receivers and
provides remedial options for parties wronged by a receiver. See Minn. Stat. § 576.23
(outlining the district court’s “exclusive authority to direct the receiver” and its “authority
over all receivership property”); Minn. Stat. § 576.37, subd. 1 (providing that a district
court may remove a receiver for good cause); Minn. Stat. § 576.38, subd. 1 (allowing a
district court to assess sanctions against a receiver).
complaint does not survive Williams’s motion to dismiss even under the lenient Hoskin standard, we need not and do not resolve whether that standard governs motions to dismiss based on immunity.
19 And here, Seven availed itself of these remedies—albeit unsuccessfully—bringing
motions to remove Williams from the receivership and to amend the receivership order in
various ways. Relevant to this appeal, the district court considered and rejected Seven’s
argument that Williams should be removed as a receiver based on the allegation that
Williams was not sufficiently independent from the parties, as required by chapter 576.
See Minn. Stat. § 576.26, subd. 1(2) (requiring, among other things, that an order
appointing a receiver include “written conclusions based in the record” that the receiver
“is independent as to the parties and the underlying dispute”). The district court
determined that lack of independence was not a reason to remove Williams, because
Minnesota Statutes section 576.26, subdivision 3(b), provides that a “proposed receiver
shall not be disqualified solely because” the receiver “has been engaged by any of the
parties to the action in matters unrelated to the underlying action.”8 In other words, the
district court heard and grappled with one of Seven’s primary arguments in this
case—that Williams was acting at the direction of the bank—and it rejected that
argument.
Because Seven’s complaint establishes that Williams’s alleged actions were
protected by quasi-judicial immunity, the court of appeals did not err when it determined
that Williams was entitled to dismissal of Seven’s claim for breach of fiduciary duty.
8 There is no indication in the record that Seven appealed the district court’s denial of its motion to remove the receiver. Neither the appealability of the district court’s order nor its merits are before us.
20 CONCLUSION
For the foregoing reasons, we affirm the decision of the court of appeals.
Affirmed.