Justia Business Law Opinion Summaries

Sally Goossen appealed a trial court judgment determining Thomas Kruger’s and Goossen’s ownership interests in North Dakota Safety Professionals, LLC (“NDSP”). Goossen argued the district court erred in finding that she owned 45 percent of NDSP, and that certain expenses were business expenses for NDSP and were not draws Kruger made from NDSP’s account for his personal benefit. Concluding the district court’s findings were not clearly erroneous, the North Dakota Supreme Court affirmed. View "Kruger, et al. v. Goossen" on Justia Law

Shawn Kluver and Little Knife Disposal, LLC (“Little Knife”), appealed an amended judgment entered after a bench trial that awarded Command Center, Inc., monetary damages, interest, attorney’s fees and costs against Renewable Resources, LLC, and Kluver, jointly and severally. The amended judgment also awarded Renewable Resources damages and interest against Kluver and Little Knife, jointly and severally, and ordered them to indemnify Renewable Resources for all damages, interest, attorney’s fees, and costs awarded to Command Center. Command Center provided temporary labor services. Command Center sued Renewable Resources in small claims court, claiming unpaid amounts totaling $14,631.20, relating to temporary labor services that Command Center provided under agreements with Renewable Resources. Renewable Resources removed the case to district court. Command Center obtained leave of court to file an amended complaint, naming Kluver and Little Knife as additional defendants. Kluver had been the manager of Renewable Resources. Although Renewable Resources was billed and had paid Command Center $20,000 for the temporary labor services, Renewable Resources alleged that the temporary labor services were provided for the benefit of Little Knife, and that Kluver did not have authority to contract on behalf of Renewable Resources for the temporary labor services that benefited Little Knife. On review, the North Dakota Supreme Court concluded that evidence presented at trial supported the district court’s findings of fact and, further, that Kluver and Little Knife were rearguing the evidence and challenging the district court’s weight and credibility determinations. "We will not second-guess the district court’s clear findings on appeal. On this record, we conclude the district court’s findings are not clearly erroneous." View "Command Center v. Renewable Resources, et al." on Justia Law

James Lund appealed the grant of summary judgment entered in favor of Leland Swanson and Open Road Trucking, LLC. Lund had been an adverse party to Swanson and Open Road in a series of lawsuits, dating back to 2018. Trial in one of the lawsuits was scheduled to begin December 3, 2019. On the day before trial, Lund, Swanson, Open Road, and their respective counsel met to discuss settling the lawsuits between them. Swanson and Open Road were represented by the same attorneys. After the meeting, Lund’s attorney, Sean Foss, contacted the district court to inform it that the parties had resolved the matter scheduled for trial the following day, and asked the court to “take the trial off the calendar.” Attorney Foss then sent an email to counsel for Swanson and Open Road, with the subject line “settlement,” containing his notes regarding the settlement terms. On December 10, 2019, Swanson and Open Road’s attorney, Randolph Stefanson, emailed Foss a proposed settlement agreement, which included the same terms as Foss’s email. Two days later, Foss emailed Swanson and Open Road’s attorneys a revised version of the proposed settlement agreement. That same day, the North Dakota Supreme Court issued an opinion on one of the parties' pending cases which was on appeal at the time. In that case, the Supreme Court concluded a “judgment was not satisfied as between Swanson and Lund, and Open Road was entitled to take an assignment of the judgment from Swanson to enforce Swanson’s right of contribution from Lund for one-half of the judgment amount.” The Court reversed the district court’s order directing entry of satisfaction of the judgment, and remanded for entry of a charging order against Lund's transferrable interests in specified limited liability companies. Ultimately, no written settlement agreement was signed by the parties. In January 2020, Lund initiated this action against Swanson and Open Road to enforce the alleged settlement agreement. The parties filed cross-motions for summary judgment. After a hearing, the district court denied Lund’s motion and granted summary judgment in favor of Swanson and Open Road, concluding the statute of frauds barred enforcement of the settlement agreement. Lund appealed. Finding no reversible error, the North Dakota Supreme Court affirmed the district court's judgment. View "Lund v. Swanson, et al." on Justia Law

R & F Financial Services, LLC, appealed a district court order dismissing its claims against Cudd Pressure Control, Inc., and RPC, Inc., and granting Cudd’s and RPC’s counterclaims and cross claims. North American Building Solutions, LLC (“NABS”) and Cudd Pressure Control, Inc. (“Cudd”) entered into an agreement where Cudd would lease from NABS 60 temporary housing modules for employee housing. The terms of the Lease required Cudd, at its sole expense, to obtain any conditional use permits, variances or zoning approvals “required by any local, city, township, county or state authorities, which are necessary for the installation and construction of the modules upon the Real Property.” The Lease was set to commence following substantial completion of the installation of all the modules and was to expire 60 months following the commencement date. NABS assigned its interest in 28 modules under lease to R & F; NABS sold the modules to R & F by bill of sale. Cudd accepted the final 32 modules from NABS, to which R & F was not a party. RPC, as the parent company of Cudd, guaranteed Cudd’s performance of payment obligations to R & F under the Lease. The Lease was for a set term and did not contain an option for Cudd to purchase the modules at the expiration of that set term. At the time R & F purchased NABS’s interest in the Lease, it understood the purpose of the Lease was to fulfill Cudd’s need for employee housing. The County required a conditional use permit for workforce housing, and Cudd had been issued a permit allowing for the use of the modules as workforce housing. The City of Williston annexed the Property within its corporate limits. Thereafter, the City adopted a resolution that declared all workforce housing was temporary and extension of permits was subject to review. The City modified the expiration date policy and extended all approvals for workforce housing facilities to December 31, 2015, such that all permits would expire the same day. In December 2015, Cudd successfully extended its permit for the maximum time permitted to July 1, 2016. Cudd sent a letter to NABS stating that it viewed the Lease as being terminated by operation of law as of July 1, 2016. R & F argued the trial court erred in finding the Lease was not a finance lease and, in the alternative, that the court erred in finding the doctrines of impossibility of performance and frustration of purpose to be inapplicable. Finding no reversible error, the North Dakota Supreme Court affirmed. View "R & F Financial Services v. North American Building Solutions, et al." on Justia Law

Three Aces Properties LLC appealed, and United Rentals (North America), Inc., cross-appealed a judgment and orders denying their motions to amend the judgment. In 2017, Three Aces sued United Rentals for breach of contract and waste. Three Aces claimed United Rentals breached the lease by failing to pay rent after it vacated the property, failing to maintain and repair the parking area, and failing to maintain and repair the premises. Three Aces alleged United Rentals’ use of the premises resulted in destruction of the asphalt parking area and damages to the building and other areas of the property. Three Aces claimed United Rentals attempted to repair the parking area by replacing the asphalt paving with scoria, the City of Williston notified the parties that replacement of the asphalt with scoria violated zoning ordinances, and the parties disagreed about which party had an obligation to repair the parking area. Three Aces argued the district court erred by failing to award it damages for its breach of contract claims. United Rentals argued the court erred in dismissing its breach of contract and constructive eviction claim. Finding no reversible error, the North Dakota Supreme Court affirmed the district court. View "Three Aces Properties v. United Rentals" on Justia Law

Donald Moore, Scott Moore, and the Glenn W. Moore & Sons partnership appealed an amended judgment ordering the partnership to pay $140,206 to Delbert Moore’s step-children, Charles Minard, Candice Eberhart, and Terry Minard. Before his death, Delbert Moore was a partner with his brother Donald Moore and nephew Scott Moore in the Glenn W. Moore & Sons partnership, a ranching business. Delbert Moore’s will directed that a majority of his real property be sold within six months of his death and the proceeds be distributed to his three step-children, Charles Minard, Candice Eberhart, Terry Minard, and his nephew Scott Moore. His will also devised his one-third interest in the partnership to his three step- children. Delbert Moore’s real property sold in May 2015. The partnership and Delbert Moore’s estate each hired an accountant to prepare an accounting of the partnership’s profits and losses; the Estate’s one-third share of the partnership’s profits was $140,206. The partnership argues the district court erred in adopting the Estate’s accounting of the partnership’s profits and losses. Finding no reversible error in the district court's judgment, the North Dakota Supreme Court affirmed. View "Estate of Moore" on Justia Law

Shawn Kluver and Little Knife Disposal, LLC, appeal from a district court judgment ordering them to pay $140,042.83 to Titan Machinery, Inc., and $100,731.62 to Renewable Resources, LLC. In 2016, Kluver was the general manager of Renewable Resources, which was in the business of oilfield waste disposal. “At Kluver’s request and direction,” Renewable Resources leased a Case excavator and other equipment from Titan. The rental agreement for the Case excavator showed an estimated return date of June 28, 2016. Kluver also executed a credit application and personal guaranty with Titan to ensure Renewable Resources’ payment obligations under the rental agreement. Renewable Resources made all payments under the rental agreement from June 21, 2016, to December 6, 2016. No additional rental payments were made. In February 2017, while still employed by Renewable Resources, Kluver executed the operating agreement of Little Knife Disposal, LLC, as its sole member. Little Knife was also in the business of oilfield waste disposal. After Renewable Resources failed to make rental payments, Titan retrieved the Case excavator in October 2017. The excavator was damaged during the lease, and the excavator’s bucket was missing. In November 2017, Titan sued Renewable Resources for damaging the equipment and failing to pay the balance due under the rental agreement. In January 2018, Renewable Resources filed a third-party complaint against Kluver and Little Knife, claiming they wrongfully used the equipment leased from Titan and did not reimburse Renewable Resources. Renewable Resources requested that Kluver and Little Knife indemnify Renewable Resources for their use of the equipment. In October 2018, Titan obtained a $140,042.83 money judgment against Renewable Resources. In January 2019, Titan sued Kluver, claiming that under the personal guaranty he was liable for Renewable Resources’ debt to Titan. Kluver denied Titan’s allegations and brought a third-party complaint against Renewable Resources, asserting Renewable Resources should indemnify him for any amounts he was required to pay to Titan. Kluver and Little Knife argued the district court erred in finding they benefited from the equipment leased by Renewable Resources. They claimed there was no evidence they received a benefit from the Case excavator leased by Renewable Resources and the court erred in ordering them to indemnify Renewable Resources. Finding no reversible error in the district court's judgment, the North Dakota Supreme Court affirmed the order in favor of Titan Machinery and Renewable Resources. View "Titan Machinery v. Kluver" on Justia Law

Bismarck Financial Group, LLC, and its individual members (together “BFG”) appeal from an order granting James Caldwell’s Rule 12(b)(6) motion to dismiss their complaint. According to BFG’s complaint, Bismarck Financial Group, LLC, was formed in 2009 as a limited liability company. After Caldwell became a member, the parties executed various governing documents, including an operating agreement. While Caldwell was a member, the company entered into a 10-year office lease. The company also had one salaried employee. In 2019, Caldwell informed the other members he was dissociating from the company. BFG subsequently brought this lawsuit requesting a declaration that Caldwell’s dissociation was wrongful and damages in excess of $137,879.55 based on Caldwell’s pro rata share of the company’s debt obligations, employee salary, office overhead, and other expenses. Caldwell moved to dismiss for failure to state a claim upon which relief could be granted. Caldwell argued that he could not be held personally liable for company expenses and obligations under principles of corporate law. Caldwell also asserted BFG had not incurred any damages caused by his dissociation because, according to the terms of the operating agreement, the members have no obligation to contribute capital to cover company expenditures. The district court granted Caldwell’s motion. The court assumed Caldwell wrongfully dissociated from the company, but concluded BFG had not pleaded a cognizable claim for damages because Caldwell could not be held liable for future company expenses and obligations. Finding only that the district court erred in dismissing BFG's complaint as a matter of law in its entirety, the North Dakota Supreme Court reversed in part, "BFG’s allegation that Caldwell’s withdrawal caused additional, currently-unidentifiable damages, if proven, is sufficient to support recovery against Caldwell." The Court affirmed in all other respects, and remanded for further proceedings. View "Bismarck Financial Group, et al. v. Caldwell" on Justia Law

Terrance Fredericks appealed a district court judgment ordering him to pay more than $1,000,000 in damages to McCormick, Inc.; Native Energy Construction, LLC; and Northern Improvement Company. McCormick and Northern Improvement cross-appealed a judgment denying their motion for a judicially supervised winding up of Native Energy. In 2010, McCormick and Fredericks created Native Energy Construction to engage in construction operations related to oil production. McCormick and Fredericks executed a purchase agreement in April 2014 for Fredericks’ purchase of McCormick’s interest in Native Energy. Fredericks was unable to complete the purchase. The parties did not wind up Native Energy and the business was involuntarily dissolved by the North Dakota secretary of state in May 2015. In 2016, McCormick and Northern Improvement sued Fredericks, alleging he breached contractual and fiduciary duties owed to Native Energy, McCormick and Northern Improvement. McCormick alleged Fredericks took distributions from Native Energy without making a corresponding distribution to McCormick, wrongfully converted Native Energy’s assets for his own use, made improper payments to his wife and performed other business activities on behalf of Native Energy without McCormick’s authorization. Fredericks counterclaimed, alleging McCormick breached a fiduciary duty by taking the 5% management fee from Native Energy’s gross revenues. Fredericks requested the judicially-supervised winding up of Native Energy. The North Dakota Supreme Court affirmed in part and reversed in part. The portion of the final judgment ordering Fredericks to pay McCormick $49,795.76 was reversed and remanded for further proceedings. The remainder of the final judgment was affirmed. The judgment denying McCormick’s motion for a judicially supervised winding up of Native Energy was reversed and remanded for further proceedings. View "McCormick, et al. v. Fredericks" on Justia Law

Thomas Lockhart appealed an order finding him in contempt, imposing a sanction requiring the forfeiture of $300,000 to Douglas Arnold and Thomas Arnold, and divesting him of any management rights in Trident Resources, LLC. In 2013, Lockhart and the Arnolds entered into business capturing and compressing natural gas. The parties formed Trident Resources, with Lockhart owning a 70% interest and each of the Arnolds owning a 15% interest. Trident Resources owned two well processing units (WPUs), each purchased for $300,000. In 2015, the Arnolds initiated this action seeking reformation of the Trident Resources’ member control and operating agreement to clarify the parties’ respective ownership interests. Following a bench trial, the court ordered the entry of a judgment confirming Lockhart’s ownership of a 70% interest and each of the Arnold’s 15% ownership interest in Trident Resources. Before the entry of the judgment, Lockhart informed the Arnolds he had received an offer from Black Butte Resources to purchase one of the WPUs for $300,000. The Arnolds consented to the sale, provided the proceeds were deposited into their attorney’s trust account. When it appeared Lockhart had failed to deposit the funds into the trust account, the Arnolds filed a motion seeking to discover the location of the WPU and the sale proceeds. Before the hearing on the Arnolds’ motion, Lockhart deposited $100,000 into the account. The trial court ordered Lockhart to provide information regarding the WPU sold and the date the remaining $200,000 would be deposited. Lockhart eventually deposited $200,000 into the trust account and filed an affidavit stating Black Butte had purchased the WPU and the WPU had been transferred to Black Butte. Subsequent to Lockhart filing his affidavit, the Arnolds learned the WPU had not been sold to Black Butte for $300,000, but had instead been sold to another party for $500,000. The Arnolds filed a motion requesting the court to find Lockhart in contempt and for the imposition of appropriate sanctions. At the hearing on the motion, Lockhart conceded his affidavit was false and stipulated to the entry of a finding of contempt. On appeal, Lockhart argued the district court’s order improperly imposed a punitive sanction for his contempt. The North Dakota Supreme Court concluded the circumstances necessary for the imposition of a punitive sanction were not present prior to the imposition of the sanction in this case. The Court was left with an insufficient record to review the appropriateness of the imposition of a remedial sanction in the amount ordered by the trial court. reverse and remand this case to the district court for further findings in support of the sanction imposed for Lockhart’s contempt. The trial court judgment was reversed and the matter remanded for further findings. View "Arnold, et al. v. Trident Resources, et al." on Justia Law