Partners, shares, buyouts, deals, and companies that stop getting along.
Minnesota decides the duty to defend from the complaint plus the facts the insurer knows, and those facts cut both ways. Here's what that means for mixed complaints, reservations of rights, and refusals.
Read →Minn. Stat. § 604.101 governs only if both sales postdate August 1, 2000. It bars two things, and it leaves plain negligence, statutory claims, and fraud standing.
Read →Minnesota doesn't judge a stipulated-damages clause from a single moment in time, and when the clause is struck, the plaintiff doesn't lose the case. The two questions most treatments skip.
Read →Minnesota treats the parol evidence rule as substantive contract law, not evidence. And a merger clause, however airtight it looks, doesn't defeat a fraud-in-the-inducement claim.
Read →Every Minnesota contract carries an implied covenant of good faith and fair dealing — except employment contracts. What the covenant forbids, what it won't do, and how to plead it.
Read →Chapter 15C gives a relator treble damages and up to 30 percent of the recovery. In seventeen years it's produced one published appellate decision, and the relator lost.
Read →Minnesota Statutes chapter 309 says you register with the Attorney General before you solicit. The small-charity exemption is gone the moment anybody gets paid.
Read →Habitability, security deposits, late-fee caps, the 14-day notice, fee reciprocity: residential only. But distress for rent is abolished for everyone, redemption reaches commercial leases, and there's no duty to mitigate.
Read →Minnesota's Public Contractors' Performance and Payment Bond Act replaces the mechanic's lien on public work. The payment bond claim runs on a 120-day notice and a one-year deadline to sue.
Read →Minnesota's public benefit corporation statute doesn't require a company to do any good. It takes away the liability for doing good — and gives almost nobody the power to enforce it.
Read →How Minn. Stat. ch. 325L turns emails, DocuSigns, and typed names into legally binding signatures — and the short list of documents Minnesota still wants on paper.
Read →Skipping the ch. 333 assumed-name filing doesn't void your contracts. It stays your lawsuit until you file, and it hands the other side $250 in costs whether they win or lose.
Read →Minnesota nonprofit corporations don't have to be charitable, their directors aren't trustees, and the volunteer-immunity statute has a hole right where the risk is. A practitioner's walk through ch. 317A, ch. 309, and ch. 501B.
Read →Minnesota's director standard-of-conduct statute never mentions the business judgment rule. Here's what § 302A.251 does say, what the 2025 officer amendment changed, and where the real protection comes from.
Read →Minnesota's Termination of Sales Representatives Act doesn't make a rep un-fireable. It makes the manufacturer use a door it didn't write into the contract, and it voids the out-of-state choice-of-law clause it was counting on.
Read →Minnesota has said since 1950 that there's no civil action for conspiracy. So why plead it? Because of what it does to joint and several liability under § 604.02.
Read →Minn. Stat. § 337.10 is a pass-through statute with a 5% retainage cap and a mandatory fee shift. What it obligates, who's excluded, and how public projects work differently — including the new § 15.72 payment-transparency rule.
Read →Minn. Stat. § 604.14 can double what you recover for stolen property. But courts read 'steals' narrowly, there's no fee-shifting, and the independent-duty rule kills most business claims.
Read →Minnesota had no working anti-SLAPP statute from 2017 to 2024. UPEPA rebuilt it — and its first published decisions already show it's narrower than defendants expect.
Read →Minnesota measures fraud damages by out-of-pocket loss, not benefit of the bargain — and the negligence version of the claim usually isn't available in an arm's-length deal.
Read →Minnesota forms a partnership "whether or not the persons intend to form a partnership." No filing, no agreement, and, by default, every partner personally liable for what the business owes.
Read →Under Minn. Stat. §§ 302A.471 and 302A.473, a shareholder has to object before the vote, demand within 30 days, and demand again within 30 days of the check — and can't undo the deal absent fraud.
Read →A Minnesota jury can find your agent knew you were relying on him, knew you needed the coverage, and was 80% at fault — and you can still lose. Failure to procure and the special-circumstances exception.
Read →Minnesota calls promissory estoppel equitable. That usually means no jury, a judge deciding "injustice" as a policy question, and a remedy that can be cut down to what you actually lost.
Read →Under Kallok v. Medtronic, a plaintiff can recover the attorney fees of the underlying contract suit as damages from the interferer. Under Sysdyne Corp. v. Rousslang, a defendant can beat the same claim by reasonably relying on advice of counsel that turned out to be wrong.
Read →In Minnesota, "unjust" means closer to unlawful than to unfair — and a legal remedy you had but never used will sink the claim. Here's what actually has to be pleaded and proved.
Read →Minn. Stat. § 500.24 bars corporations, LLCs, trusts, limited partnerships, and pension or investment funds from farming or owning agricultural land, unless the entity fits one of twenty listed definitions, has a conservation plan, and files an annual report. General partnerships sit outside the subdivision entirely.
Read →Minn. Stat. § 80A.49 makes offering a security unlawful unless one of three exits applies, and § 80A.70(a) puts the burden of proving the exit on the issuer. The § 80A.76(b) registration claim needs no proof of intent and expires one year after the violation.
Read →Minn. Stat. § 270C.56 reaches the owner on a track that has nothing to do with veil piercing: no fraud, no unity of interest, no injustice finding — and, unlike federal law, no willfulness element at all.
Read →Minnesota's receivership statute, Minn. Stat. ch. 576, splits receivers into general and limited and hands a court-appointed stranger control of the assets. If you own the business, it's an emergency. If you buy distressed assets, it's an opportunity.
Read →Minn. Stat. § 322C.0701 lets a Minnesota LLC member petition a court when those in control act illegally, fraudulently, or oppressively. The remedy I care about isn't dissolution. It's a court-ordered buyout at fair value.
Read →Minn. Stat. § 322C.0207 routes an LLC certificate to § 5.12, and § 5.26 defines good standing as compliance with Secretary of State filing requirements. That's all it certifies. Not taxes, not solvency, not authority.
Read →Forming an LLC or a corporation doesn't end the question. Under Victoria Elevator Co. v. Meriden Grain Co., Minnesota courts pierce the corporate veil on a two-prong test: a non-exclusive list of relationship factors, plus injustice or fundamental unfairness.
Read →Minn. Stat. § 322C.0407 recognizes member-managed, manager-managed, and board-managed LLCs. The default is member-managed, you make the election in the operating agreement, and what the articles say about it doesn't control.
Read →In FS Credit Opportunities Corp. v. Saba Capital, the Court held there's no private right of action under Section 47(b) of the Investment Company Act. Minnesota's blue-sky statute gives you express private remedies, but some of them run out in as little as one year.
Read →Minn. Stat. § 322C.0206 makes a signer who knew the record was inaccurate personally liable to anyone who suffers a loss by relying on it — and it reaches members and managers who never signed anything.
Read →Minn. Stat. § 322C.0705 terminates an LLC that misses the free annual renewal. Section 322C.0706 reinstates it retroactively and validates the contracts signed in the gap. But it does only three things, and only for domestic companies.
Read →A Minnesota deal lawyer's plain-English guide to asset vs. equity purchases: liabilities, successor risk, the non-compete ban, taxes, and why the choice matters.
Read →Chapter 319B applies only if your organizational document says three specific things. Minn. Stat. § 319B.03, subd. 2 sets the election; § 319B.06, subd. 3 declines to change what you owe the person you served.
Read →Minn. Stat. §§ 322C.0902 and 322C.0903 decide whether a member's claim survives the caption. Demand, futility, proper-plaintiff status, and the direct/derivative line can each get a case dismissed on its own.
Read →Minn. Stat. § 322C.0701 lists six ways an LLC dissolves. I read it as a map of who holds which key: three triggers your operating agreement can rewrite, and two court powers it can't touch.
Read →Minn. Stat. § 302A.751 lets a shareholder in a Minnesota corporation that isn't publicly held sue over conduct that's 'unfairly prejudicial' — and subdivision 3a tells courts to weigh the parties' reasonable expectations. The remedy is usually a buyout at fair value.
Read →Minn. Stat. § 513.01, § 507.02, § 334.01, subd. 2, § 181.723, subd. 4(a)(9), and § 504B.291, subd. 1(c) all require a writing. Read together, they put the cost of an undocumented deal on the party who had the power and the reason to document it.
Read →Minnesota's LLC act fills every gap in your operating agreement with its own default rules. Here's what those defaults actually say, and the eight places I watch these agreements fall apart.
Read →Minn. Stat. § 302A.661, subd. 4 limits an asset buyer's liability to what the contract or another statute imposes, and says an asset sale isn't a de facto merger. The federal courts read it as wiping out most of the old common-law exceptions. The Minnesota Court of Appeals has never squarely agreed.
Read →Minn. Stat. § 302A.457 lets shareholders do by agreement what bylaws can't: move the board's authority, and the directors' liability, to themselves. It's also what a court reads under § 302A.751, subd. 3a.
Read →Minn. Stat. § 322C.0410 gives a member of a member-managed LLC a broad, purpose-free right to records. A member of a manager-managed LLC gets a narrower one. And a dissociated member keeps a third right entirely.
Read →Dissolution under Minn. Stat. §§ 302A.701–302A.791, with the LLC parallel at §§ 322C.0701–322C.0708. The claims procedure is what cuts off exposure: 90 days with notice, two years without — and an administratively dissolved corporation gets neither.
Read →Minn. Stat. § 80C.21, § 337.10, subd. 1, § 325E.37, subd. 7, and § 181.988, subd. 3 each void an out-of-state choice-of-law or forum clause in a defined class of contract. Read them together and you've got a rule. The FAA question at the edge is genuinely unsettled.
Read →Minn. Stat. ch. 80C registers the sale of franchises. What a franchisee actually needs is § 80C.14's 90-day termination notice and 180-day nonrenewal rule, § 80C.17's fee-shifting, and § 80C.21, which voids any waiver or choice-of-law clause.
Read →Minn. Stat. § 336.9-626(a)(2) and (a)(4), § 302A.751, subd. 2, §§ 513.42(b), 513.44(c), 513.45(c), 513.48(g), and § 550.175, subd. 1 all answer the question 'what is this worth?' — and they hand the burden to a different party each time.
Read →Minn. Stat. § 302A.661, subd. 4 protects an asset buyer, and it expressly preserves liability imposed by 'other statutes of this state.' Those statutes include § 181.723, subd. 7(e) and the UVTA at §§ 513.41–.51, with federal MPPAA overlay at 29 U.S.C. § 1384.
Read →A buy-sell agreement decides what happens when an owner dies, divorces, quits, or gets forced out. In Minnesota it does more: under Minn. Stat. § 302A.751, subd. 3a, buy-sell agreements are presumed to reflect shareholders' reasonable expectations concerning the matters they deal with.
Read →Everyone reads the two lists in Minn. Stat. § 322C.0110 — what an operating agreement may not do, and what it may. I try duty-term disputes on subdivision 8, which fixes when, by whom, and on what record the term gets tested.
Read →Minn. Stat. § 302A.461, subd. 4(a) gives a shareholder of a non-publicly-held Minnesota corporation an absolute right to inspect the share register and ten enumerated categories of record. No proper purpose to prove, and attorney fees if the company refuses. Here's how to use it.
Read →Seven of the eleven restrictions on a Minnesota operating agreement admit no exception at all — including the one that makes Minnesota law non-negotiable for a Minnesota LLC's internal affairs, and the one that follows a void term into the articles of organization.
Read →Victoria Elevator makes a creditor prove a number of factors plus injustice. Minn. Stat. § 270C.56, § 302A.559, § 181.723, subd. 7(d), § 336.3-402, and § 513.48 skip all of that and reach the owner directly.
Read →Minn. Stat. §§ 322C.1001–322C.1016 make merger, conversion, and domestication statutory transactions with a filed plan and a unanimity default. Section 322C.1010, subd. 1: the converted organization 'is for all purposes the same entity that existed before.'
Read →Minn. Stat. § 513.42, § 302A.551, § 322C.0405, § 576.25, and 11 U.S.C. § 101(32) all turn on insolvency, and they don't all measure it the same way. Here's how a lawful LLC distribution can be a voidable transfer on the very same facts, and why a corporation's distribution is a different question.
Read →Chapter 322C never addresses single-member companies except to confirm a sole member has an operating agreement. It doesn't say whether the § 322C.0503 charging order protects one. It does say the company dissolves 90 days after the owner dies.
Read →Minn. Stat. § 322C.0601 gives every member the power to walk out. Section 322C.0603 turns the interest into a bare transferable interest. There's no buyout — and § 322C.0102, subd. 15 quietly takes away the standing to ask for one.
Read →Chapter 322C never uses the words capital call, capital account, dilution, or forfeiture. Minn. Stat. § 322C.0401, subd. 5 says a member doesn't have to contribute at all. What's left is a contract, and it gets measured against Gorco Construction Co. v. Stein.
Read →Minn. Stat. § 322C.0408 makes indemnification and advancement of defense costs mandatory for Minnesota LLCs by default. Section 322C.0408, subd. 4 lets the operating agreement delete both.
Read →Minn. Stat. § 322C.0301 ends status-based agency for LLC members. Section 322C.0302 puts an optional filing in its place, and I rarely see anyone use it. It grants power broadly, limits it narrowly, and never expires.
Read →Minn. Stat. §§ 322C.0405 and 322C.0406 put a fault-based clawback on the people who approved a distribution and a knowledge-based one on the people who took it. I read the two-year bar as covering a lot less than it looks like it does.
Read →Chapter 322C gives a deadlocked LLC member a dissolution petition and — read it closely — no buyout to go with it. The way out has to be written into the operating agreement first.
Read →Minn. Stat. § 322C.0503 makes the charging order the exclusive remedy against a member's transferable interest. Read it closely and it's narrower than either side usually thinks.
Read →Minn. Stat. §§ 325D.49–325D.66 mirror Sherman Act §§ 1 and 2 almost word for word. But § 325D.57 gives treble damages to anyone 'injured directly or indirectly', and the act has no provision telling courts to follow federal law.
Read →Minn. Stat. §§ 336.2-313 to 336.2-316 create warranties on the sale of goods and tell the seller how to disclaim them. § 336.2-607(3)(a) bars the buyer who doesn't give notice. § 336.2-719 lets a seller cap the remedy — until the cap fails of its essential purpose.
Read →Minn. Stat. § 322C.0201 forms an LLC on filing and a $135 payment. Minn. Stat. § 302A.821, subd. 4(b) administratively dissolves a corporation that skips its annual renewal — and says that corporation 'is not entitled to the benefits of section 302A.781,' the claims bar.
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