Gordon Dodge v. Charlotte Stack ( 2016 )

This opinion will be unpublished and
may not be cited except as provided by
Minn. Stat. § 480A.08, subd. 3 (2014).
STATE OF MINNESOTA
IN COURT OF APPEALS
A15-0968
Gordon Dodge,
Appellant,
vs.
Charlotte Stack,
Respondent.
Filed May 2, 2016
Affirmed in part, reversed in part, and remanded
Klaphake, Judge *
Washington County District Court
File No. 82-CV-14-295
Thomas H. Olive, Thomas H. Olive Law, P.A., Bloomington, Minnesota (for appellant)
Marna Wolf Orren, Klemp & Stanton, PLLP, Mendota Heights, Minnesota (for
respondent)
Considered and decided by Reyes, Presiding Judge; Ross, Judge; and Klaphake,
Judge.
*
Retired judge of the Minnesota Court of Appeals, serving by appointment pursuant to
Minn. Const. art. VI, § 10.
UNPUBLISHED OPINION
KLAPHAKE, Judge
In this shareholder dispute, appellant Gordon Dodge challenges the district court’s
findings and conclusions that respondent/cross-appellant Charlotte Stack was entitled to all
of her clinical earnings and administrative pay. Stack challenges the district court’s denial
of indemnification and sanctions against Dodge. We affirm the district court’s findings
and conclusions regarding Stack’s clinical earnings and administrative pay, and its denial
of sanctions against Dodge, but we reverse the district court’s denial of indemnification
and remand for further proceedings.
DECISION
I.
“It is not the province of this court to reconcile conflicting evidence. On appeal, a
[district] court’s findings of fact are given great deference, and shall not be set aside unless
clearly erroneous.” Fletcher v. St. Paul Pioneer Press, 589 N.W.2d 96, 101 (Minn. 1999)
(citing Minn. R. Civ. P. 52.01). Under the clear-error standard, “we view the evidence in
the light most favorable to the verdict” and determine whether “there is reasonable
evidence in the record to support the court’s findings.” Rasmussen v. Two Harbors Fish
Co., 832 N.W.2d 790, 797 (Minn. 2013) (quotation omitted). A finding of fact is clearly
erroneous if we are “left with the definite and firm conviction that a mistake has been
made.” Id. (quotation omitted). “When reviewing mixed questions of law and fact, we
correct erroneous applications of law, but accord the district court discretion in its ultimate
conclusions and review such conclusions under an abuse of discretion standard.” Porch v.
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Gen. Motors Acceptance Corp., 642 N.W.2d 473, 477 (Minn. App. 2002) (quotation
omitted), review denied (Minn. June 26, 2002).
Clinical Earnings
Dodge and Stack are the co-owners and sole shareholders of Lake Area Human
Services, Inc. (LAHS). In the early years of LAHS, Dodge and Stack allocated expenses
in proportion to the income that they brought to the business. Eventually, because Dodge
and Stack started working an “approximately equal amount of time,” they agreed to split
expenses equally rather than calculate a proportional split. Under this system, Dodge and
Stack each paid themselves 100% of their clinical earnings.
According to Dodge, when an attempted sale of LAHS fell through in 2007, Dodge
and Stack agreed to discontinue their clinical practices and “build up [LAHS’s]
independent contractors” to increase LAHS’s value. Stack later rebuilt her clinical practice
and paid herself 100% of her clinical earnings. Dodge objected to these payments and
proposed that, like LAHS’s independent contractors, Stack give LAHS 50% of her clinical
earnings to cover expenses. Dodge explained that Stack would actually receive 75% of her
clinical earnings under his proposal because she would keep 50% of her earnings as
compensation and receive another 25% as her portion of company profits. Stack did not
agree to Dodge’s proposal.
The district court examined the parties’ clinical-earnings dispute:
The [c]ourt finds that the last agreement reached by the parties
concerning clinical pay was that each party would receive
100% [of] their clinical income. Accordingly, Stack would
still be entitled to 100% of her clinical income, unless a
different agreement is reached by the parties. The [c]ourt
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recognizes that the situation of the parties in generating clinical
income is different from when that agreement was reached.
Given this finding, the district court concluded: “Per the parties[’] previous agreement,
[Stack] properly paid herself 100% of her clinical income, and may continue to do so,
unless an agreement is otherwise reached by the parties.” Dodge challenges this finding
of fact and conclusion of law regarding Stack’s clinical earnings.
Dodge essentially argues that the district court clearly erred by not adopting his
testimony in its factual findings. For example, Dodge cites his testimony that the only
agreement between the parties was to divide expenses proportionally and that Stack should
pay 50% of her clinical earnings to LAHS, consistent with LAHS’s arrangement with
independent contractors. But the record does not support Dodge’s assertions. First, Dodge
acknowledged at trial that the early arrangement regarding proportional division of
expenses had changed and that the parties kept 100% of their clinical earnings prior to the
2007 attempted sale. Second, the record shows that one independent contractor keeps 60%
of her clinical earnings and provides no information about the current compensation of any
other independent contractors. Dodge does not explain why Stack should keep less of her
clinical earnings than the one independent contractor who keeps 60%, or why Stack should
suddenly be treated as an independent contractor after years of keeping 100% of her clinical
earnings. In determining that Stack’s retention of clinical earnings were proper, the district
court necessarily found Stack’s testimony and evidence more credible than Dodge’s. We
defer to the district court’s credibility determinations, Vangsness v. Vangsness, 607
N.W.2d 468, 472 (Minn. App. 2000), and view the evidence in the light most favorable to
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the district court’s determination, Rasmussen, 832 N.W.2d at 797. The district court did
not clearly err by rejecting Dodge’s assertions regarding the parties’ agreement.
Dodge also argues that the finding on the split of clinical earnings was clearly
erroneous because Stack failed to follow a LAHS bylaw requiring two officer signatures
on all payments. The bylaw requires checks to be signed by (1) the treasurer, and (2) the
president or vice president. Because Dodge and Stack were the only two officers, one of
them could serve as both treasurer and president or vice president at the same time. Neither
party followed this bylaw, and Dodge does not explain why Stack was suddenly required
to do so after both parties had paid themselves without a second signature for almost 30
years. The previously-ignored bylaw was not triggered simply because Dodge disagreed
with Stack’s post-2007 compensation.
Although the parties are now in different positions than when they first agreed to
pay themselves 100% of their clinical earnings, there is no evidence of any subsequent
agreement or of any surviving previous agreement regarding this income. The record
therefore supports the district court’s finding that “the last agreement reached by the
parties . . . was that each party would receive 100% [of] their clinical income.” The district
court’s finding is not clearly erroneous. See Rasmussen, 832 N.W.2d at 797.
Dodge also challenges the district court’s conclusion that Stack’s payments were
proper, arguing that Stack breached her duty as a corporate officer to act in good faith and
in the best interests of the corporation. See Minn. Stat. § 302A.361 (2014) (“An officer
shall discharge the duties of an office in good faith, in a manner the officer reasonably
believes to be in the best interests of the corporation . . . .”). Dodge asserts that Stack acted
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“only in her best interests” by paying herself 100% of her clinical earnings. But Dodge did
not bring a breach-of-fiduciary-duty claim against Stack below and only briefly mentioned
this issue in his memo to the district court without any citation to statutes or caselaw. In
concluding that Stack’s clinical-earnings payments were proper, the district court impliedly
determined that Stack did not breach any official duties to LAHS. Because the record
supports the district court’s finding of fact regarding the parties’ agreement to pay
themselves 100% of their clinical earnings, the district court did not abuse its discretion in
concluding that Stack’s clinical-earnings payments were proper. See Porch, 642 N.W.2d
at 477.
Administrative Pay
Historically, Dodge and Stack did not pay themselves for administrative work. At
Dodge’s request, the parties began paying themselves $25 per hour for administrative work
in 2012. Dodge sought to cap the maximum amount that could be paid for administrative
work per month, but Stack did not agree to a cap. In August 2014, Dodge and Stack entered
a stipulation and order in which they agreed on a process to sell LAHS and agreed that,
during the pendency of the sale, they would be paid for “properly documented
administrative work at the agreed upon rate of $25.00 per hour up to a maximum of $1,000
per month.”
At trial, Dodge challenged Stack’s payments for administrative work between 2012
and August 2014, arguing that she failed to provide sufficient documentation and that she
improperly paid herself for certain tasks, like being on call. The parties offered their job
descriptions as exhibits. Stack testified that, according to the job descriptions, she had
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more administrative duties than Dodge. Dodge denied that he had ever seen page two of
Stack’s job description and denied that page two described Stack’s administrative duties.
Other LAHS employees testified that their duties overlapped with Stack’s and that Stack
came to the office to perform administrative work about once or twice a month. Stack
disagreed with this testimony, stating that the other employees work only part time and that
she went to the office “at least a couple days a week.” Stack also stated that she did “a lot”
of administrative work at home.
The district court examined the parties’ administrative-work dispute and found that
“there was no agreement between the parties, prior to the August 4, 2014 Stipulation and
Order, to cap administrative pay.” As a result of this finding, the district court made two
conclusions of law that Dodge challenges on appeal. First:
The parties had previously reached an agreement to pay
themselves $25 an hour for administrative work. While Dodge
sought to have a cap in place Stack never agreed to this prior
to the August 4, 2014 Stipulation. Given the evidence
presented to the [c]ourt the [c]ourt finds that [Stack] did not
improperly over pay herself in W-2 compensation for
administrative duties.
Second:
All administrative work should continue to be paid at $25 per
hour, except for on-call work which shall be at the tiered
system. The tiered system for on-call work [is] $15 per hour
for availability and $35 per hour for actively handling calls. 1
1
Dodge claims to challenge this second conclusion of law, but does not provide any
analysis regarding the tiered system for future administrative payments. Any argument
regarding this tiered system is therefore waived. See Melina v. Chaplin, 327 N.W.2d 19,
20 (Minn. 1982) (stating that issues not briefed on appeal are waived).
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Dodge argues that the district court’s finding and conclusions are erroneous because
the parties had no “agreement to pay administrative compensation” at all. But the record
clearly establishes an agreement, both through the parties’ testimony about the payments
for administrative work and through the documentation regarding such payments. And
contrary to Dodge’s assertion, LAHS’s corporate bylaws do not prohibit such an
agreement. LAHS’s bylaws only require the directors to agree regarding the payment of
“any dividends or making any distribution of profits.” Because both parties testified that
corporate dividends were separate from payments for administrative work, the bylaws do
not require agreement regarding payments of administrative compensation.
Dodge also argues that Stack failed to justify her administrative pay, suggesting that
she failed to provide proper documentation and that the testimony of the other LAHS
employees shows that Stack performed only minimal administrative work. But Dodge
erroneously places the burden on Stack to justify her compensation. As the plaintiff, Dodge
had the burden to show that Stack’s compensation was unjustified and to prove his
damages. See Rowe v. Munye, 702 N.W.2d 729, 735 (Minn. 2005) (explaining that a party
asking for damages has the burden to prove those damages). Dodge argues that some of
Stack’s “administrative compensation might be appropriate,” and fails to identify any
specific instances of inappropriate compensation. He therefore fails to prove his damages.
Regarding documentation, the district court reviewed the evidence Stack submitted
at trial and concluded that it was sufficient. The district court also discussed the testimony
of the other employees and Stack’s testimony that she did not agree with their testimony,
that the employees did not see her every time she went to the office, and that she performed
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“a lot of administrative work” outside of the office. The district court’s conclusion that
Stack “did not improperly over pay herself . . . for administrative duties” was based on an
implied credibility determination that Stack’s testimony and documentation was more
credible than the employees’ and Dodge’s testimonies. We defer to the district court’s
credibility determinations. Vangsness, 607 N.W.2d at 472.
The record supports the district court’s determination that the parties agreed to pay
$25 per month for administrative work but did not agree to cap this amount until the August
2014 stipulation. The district court’s finding regarding a lack of a cap on administrative
pay was therefore not clearly erroneous. See Rasmussen, 832 N.W.2d at 797. Further, the
district court did not abuse its discretion by concluding that Stack’s payments for
administrative work were proper. See Porch, 642 N.W.2d at 477.
Indemnification
During the trial, Stack requested indemnification “to the extent she was responding
to the lawsuit originally served on [LAHS] or as an officer of the corporation.” Dodge
opposed this request because his “intention in the suit was against [Stack] for her personal
actions,” not for her actions as a shareholder or officer. The district court did not explain
its reasoning, but found that “Stack’s legal fees were on behalf of her as [an] individual
and not in her capacity as an officer or shareholder of LAHS.” Stack challenges this finding
in her related appeal.
If certain requirements are met, a corporation must indemnify a corporate officer or
director who is made a party to a proceeding by reason of her official capacity. Minn.
Stat. § 302A.521, subd. 2(a) (2014); C.J. Duffey Paper Co. v. Reger, 588 N.W.2d 519, 528
9
(Minn. App. 1999), review denied (Minn. Apr. 28, 1999). “Those requirements include
that the officer has acted in good faith, received no improper personal benefit from the
conduct at issue, reasonably believed that the conduct was in the best interests of the
corporation, and has not been indemnified by another organization.” C.J. Duffey Paper
Co., 588 N.W.2d at 528; see Minn. Stat. § 302A.521, subd. 2(a). Indemnification is
“mandatory when the statutory requirements are met.” Asian Women United of Minn. v.
Leiendecker, 789 N.W.2d 688, 692 (Minn. App. 2010). Although the statutory
requirements can be varied by corporate bylaws, see Minn. Stat. § 302A.521, subd. 4
(2014), they were not in this case. When seeking indemnification through a court order,
the person seeking indemnification has the burden to show that she is entitled to
indemnification. Minn. Stat. § 302A.521, subd. 6(a)(5) (2014).
The district court did not analyze the statutory requirements for indemnification
because it found that Stack was not sued in her official capacity. The record does not
support this finding. When Dodge sued Stack for conversion, he alleged that Stack
disregarded the parties’ agreements when paying herself, failed to properly document her
expenditures, and “managed the business in a way and at odds with the expressed
instructions of [Dodge.]” None of these alleged actions could have occurred if Stack were
not a corporate officer. Dodge also alleged that LAHS was deadlocked because Stack “has
acted fraudulently, illegally, and in a manner unfairly prejudicial toward . . . [Dodge], in
her capacity as a shareholder or director of the corporation.” (Emphasis added.) Finally,
citing Minn. Stat. § 302A.361, Dodge now alleges that Stack breached her duty as a
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corporate officer to act in LAHS’s best interests. Dodge’s suit was potentially related to
Stack’s role as a corporate officer.
Because the record does not support the district court’s finding that Stack incurred
legal fees in her personal, rather than official, capacity, we conclude that the district court’s
finding is clearly erroneous. See Rasmussen, 832 N.W.2d at 797. We therefore reverse on
this point and remand for the district court to analyze the indemnification requirements in
Minn. Stat. § 302A.521, subd. 2(a). See Leiendecker, 789 N.W.2d at 693 (reversing the
district court’s determination that the statute did not apply and remanding for the district
court to analyze whether the appellant met the statutory requirements for advancement).
We decline to perform this analysis for the first time on appeal. See Tonka Tours, Inc. v.
Chadima, 372 N.W.2d 723, 728 (Minn. 1985) (explaining that a determination of good
faith requires factual findings that this court cannot make on appeal).
II.
Finally, Stack challenges the district court’s denial of sanctions against Dodge. A
court may impose sanctions if a pleading is presented for an improper purpose, frivolous
under existing law, or not supported by the evidence. Minn. Stat. § 549.211, subds. 2, 3
(2014). A decision whether to award sanctions under section 549.211 rests within the
district court’s broad discretion. Cargill Inc. v. Jorgenson Farms, 719 N.W.2d 226, 234
(Minn. App. 2006).
Stack argues that she was entitled to sanctions because (1) Dodge’s complaint was
“vague”; (2) Dodge failed to review Stack’s documentation during discovery; (3) Dodge
was required to dismiss his suit after discovery because he should have known his claims
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had no merit; (4) Dodge failed to meet his burden of proof at trial; and (5) Dodge now
appeals “the unsubstantiated and unfounded compensation issues.” But because the district
court denied Stack’s motion to dismiss following the presentation of Dodge’s case-in-chief,
he should not be subject to sanctions. See Uselman v. Uselman, 464 N.W.2d 130, 144
(Minn. 1990) (stating that a party who survived five motions for summary judgment or
dismissal “with the major claims intact should not be subject to sanctions after trial
predicated on these surviving claims”), superseded by statute on other grounds as stated
in Radloff v. First Am. Nat’l Bank of St. Cloud, N.A., 470 N.W.2d 154 (Minn. App. 1991),
review denied (Minn. July 24, 1991). The denial of Stack’s motion to dismiss suggests that
Dodge’s suit was not frivolous, had some evidentiary support, and was not presented for
an improper purpose. See Minn. Stat. § 549.211, subd. 2; Uselman, 464 N.W.2d at 144-45
(“A party who has survived a summary judgment motion or a motion to dismiss certainly
has no reason to believe that the court considers its claim or defense frivolous; indeed, the
opposite is the case.” (Quotation omitted).). Similarly, Dodge is not subject to sanctions
simply for failing to prevail below or for exercising his right to appeal. See Radloff, 470
N.W.2d at 157 (“Sanctions are not appropriate merely because a party does not prevail on
the merits”); see also Minn. R. Civ. App. P. 103.03(a) (providing a right to appeal from a
final judgment).
The district court did not abuse its discretion by refusing to award Stack sanctions
against Dodge. See Cargill Inc., 719 N.W.2d at 234.
Affirmed in part, reversed in part, and remanded.
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