PHI Financial Services v. Johnston Law Office , 2020 ND 22 ( 2020 )

Filed 1/23/20 by Clerk of Supreme Court
IN THE SUPREME COURT
STATE OF NORTH DAKOTA
2020 ND 22
PHI Financial Services, Inc. Plaintiff and Appellee
v.
Johnston Law Office, P.C., Defendant and Appellant
and
Choice Financial Group, Defendant
and
N.Starr, LLC, Lee Finstad, and Jeff Trosen, Garnishees and Appellants
No. 20180330
Appeal from the District Court of Grand Forks County, Northeast Central
Judicial District, the Honorable Steven E. McCullough, Judge.
and
Johnston Law Office, P.C.,
a North Dakota professional corporation, Plaintiff and Appellant
v.
Jon Brakke, an attorney at law,
and Vogel Law Firm, Ltd., a North Dakota
professional corporation, and PHI Financial
Services, Inc., an Iowa corporation, Defendants and Appellees
No. 20190001
Appeal from the District Court of Cass County, East Central Judicial District,
the Honorable Lonnie Olson, Judge.
AFFIRMED.
Opinion of the Court by Crothers, Justice.
Joseph A. Wetch (argued) and Ian McLean (on brief), Fargo, ND, for plaintiff
and appellee PHI Financial Services, Inc.
DeWayne A. Johnston (argued) and David C. Thompson (appeared), Grand
Forks, ND, for defendant and appellant Johnston Law Office, P.C.
Drew J. Hushka (argued) and Jon R. Brakke (on brief), Fargo, ND, for
defendants and appellees Jon Brakke and Vogel Law Firm, Ltd.
PHI Financial Services v. Johnston Law Office, et al.
Nos. 20180330 and 20190001
Crothers, Justice.
[¶1] In these consolidated appeals, garnishees N.Starr, LLC; Lee Finstad;
and Jeff Trosen appeal from a Grand Forks County district court order
dismissing their counterclaims in a garnishment proceeding, and Johnston
Law Office, P.C. (“Johnston Law”) appeals from a Cass County district court
order dismissing its action. Both orders dismissed their respective claims in
each case against PHI Financial Services, Inc. (“PHI”) and Jon Brakke and the
Vogel Law Firm, Ltd. (collectively, “Vogel Law”). We affirm the orders.
I
[¶2] Our decisions set forth the history of this litigation and related cases.
See Johnston Law Office, P.C. v. Brakke, 2018 ND 247, 919 N.W.2d 733; PHI
Fin. Servs., Inc. v. Johnston Law Office, P.C., 2016 ND 20, 874 N.W.2d 910;
PHI Fin. Servs., Inc. v. Johnston Law Office, P.C., 2016 ND 114, 881 N.W.2d
216. These cases contain relevant factual background, which we will not
repeat here except as necessary to resolve the issues raised in this appeal.
[¶3] In the Grand Forks County case, Vogel Law represented PHI in an action
against Johnston Law to recover damages for a fraudulent transfer. In 2015
the district court entered a judgment against Johnston Law for approximately
$167,000. PHI began post-judgment collection efforts, which included serving
garnishment summonses. In December 2017, PHI, through its counsel Vogel
Law, served garnishee summonses on N.Starr, Finstad, and Trosen.
[¶4] In March 2018, garnishees N.Starr, Finstad, and Trosen brought
counterclaims in the garnishment proceedings, asserting claims of abuse of
process and vicarious liability. Vogel Law and PHI moved the district court to
dismiss the garnishees’ counterclaims. In a July 2018 order, the Grand Forks
district court dismissed the counterclaims, holding the garnishees failed to
allege any claim upon which relief can be granted. The garnishees appealed
the order dismissing their counterclaims.
1
[¶5] In the Cass County case, Johnston Law commenced an action against
Vogel Law and PHI in March 2018, asserting claims for abuse of process,
tortious interference with a business relationship, and conversion. Johnston
Law also asserted a claim against PHI for vicarious liability. Vogel Law and
PHI moved to dismiss the complaint. In a December 2018 order, the Cass
County court granted Vogel Law and PHI’s motion to dismiss, holding
Johnston Law failed to allege any claim upon which relief can be granted.
II
[¶6] Our standard for reviewing a decision dismissing a complaint under
N.D.R.Civ.P. 12(b)(6) for failure to state a claim is well established:
“A motion to dismiss a complaint under N.D.R.Civ.P. 12(b)([6])
tests the legal sufficiency of the statement of the claim presented
in the complaint. Under N.D.R.Civ.P. 12(b)([6]), a complaint
should not be dismissed unless it is disclosed with certainty the
impossibility of proving a claim upon which relief can be granted.
On appeal, the complaint must be construed in the light most
favorable to the plaintiff, taking as true the well-pleaded
allegations in the complaint.”
In re Estate of Dionne, 2013 ND 40, ¶ 11, 827 N.W.2d 555 (internal quotation
marks and citations omitted). The district court’s decision granting a dismissal
for failure to state a claim upon which relief can be granted under N.D.R.Civ.P.
12(b)(6) will be affirmed “if we cannot ‘discern a potential for proof to support
it.’” Id. (quoting Hale v. State, 2012 ND 148, ¶ 13, 818 N.W.2d 684); see also
Vandall v. Trinity Hosps., 2004 ND 47, ¶ 5, 676 N.W.2d 88; Towne v. Dinius,
1997 ND 125, ¶ 7, 565 N.W.2d 762. Our review of the court’s decision under
N.D.R.Civ.P. 12(b)(6) is de novo. In re Estate of Nelson, 2015 ND 122, ¶ 5, 863
N.W.2d 521.
III
[¶7] Johnston Law argues both district courts erred in dismissing its claims
for abuse of process for failure to state a claim because both misinterpreted
2
N.D.C.C. § 32-09.1-04, which requires ten days’ notice before a garnishee
summons may be issued.1
[¶8] Generally, an “[a]buse of process occurs when a person uses a legal
process, whether criminal or civil, against another primarily to accomplish a
purpose for which it is not designed.” Riemers v. Hill, 2016 ND 137, ¶ 22, 881
N.W.2d 624 (quoting Jordet v. Jordet, 2015 ND 76, ¶ 20, 861 N.W.2d 147). “The
two essential elements of an abuse-of-process claim are: (1) an ulterior purpose;
and (2) a willful act in the use of the process not proper in the regular conduct
of the proceeding.” Riemers, at ¶ 22. “In cases involving abuse-of-process
claims, our decisions require some overt act akin to extortion or attempting to
obtain a collateral advantage beyond the issuance of the formal use of process.”
Id. (citing Jordet, at ¶ 20; Wachter v. Gratech Co., Ltd., 2000 ND 62, ¶¶ 33-34,
608 N.W.2d 279; Kummer v. City of Fargo, 516 N.W.2d 294, 297-99 (N.D. 1994);
Volk v. Wisconsin Mortg. Assurance Co., 474 N.W.2d 40, 43-44 (N.D. 1991);
Stoner v. Nash Finch, Inc., 446 N.W.2d 747, 751-52 (N.D. 1989)). We also said
an abuse of process requires more than the formal use of process itself:
“Some definite act or threat not authorized by the process, or
aimed at an objective not legitimate in the use of the process, is
required; and there is no liability where the defendant has done
nothing more than carry out the process to its authorized
conclusion, even though with bad intentions. The improper
purpose usually takes the form of coercion to obtain a collateral
advantage, not properly involved in the proceeding itself, such as
the surrender of property or the payment of money, by the use of
the process as a threat or a club. There is, in other words, a form
of extortion, and it is what is done in the course of negotiation,
1 In its complaint Johnston Law relies on Blair v. Maxbass Sec. Bank, 44 N.D. 12, 17, 176 N.W. 98,
100 (1919), and claims PHI may be held liable for an abuse of process for Vogel Law’s acts in serving
garnishment summonses on Johnston Law’s clients, alleging that PHI ratified Vogel Law’s acts by not
reputing or stopping the acts once PHI had knowledge of them. Johnston Law, however, has not raised
any issue on appeal regarding PHI’s vicarious liability. We therefore decline to address it. See Bearce
v. Yellowstone Energy Dev., LLC, 2019 ND 89, ¶ 29, 924 N.W.2d 791 (failing to adequately brief and
provide supporting argument on an issue waives it on appeal).
3
rather than the issuance or any formal use of the process itself,
which constitutes the tort.”
Jordet, at ¶ 20 (quoting Stoner, at 751).
[¶9] Johnston Law argues the district courts erred in dismissing the abuse-
of-process claims by misinterpreting N.D.C.C. § 32-09.1-04, requiring ten days’
notice before a garnishee summons may be issued. They assert that the
defendants’ failure to serve the ten-day notice before issuing the garnishee
summons rendered the garnishment void. They contend this establishes their
claim for abuse of process. Johnston Law’s issue therefore requires us to
construe N.D.C.C. § 32-09.1-04 to ascertain whether a ten-day notice before
issuing a garnishee summons was required.
[¶10] We have discussed our rules for statutory interpretation:
“Interpretation of a statute is a question of law fully
reviewable on appeal. Our primary goal in statutory construction
is to ascertain the intent of the legislature, and we first look to the
plain language of the statute and give each word of the statute its
ordinary meaning. When the wording of a statute is clear and free
of all ambiguity, the letter of it is not to be disregarded under the
pretext of pursuing its spirit. If, however, the statute is ambiguous
or if adherence to the strict letter of the statute would lead to an
absurd or ludicrous result, a court may resort to extrinsic aids,
such as legislative history, to interpret the statute. A statute is
ambiguous if it is susceptible to meanings that are different, but
rational. We presume the legislature did not intend an absurd or
ludicrous result or unjust consequences, and we construe statutes
in a practical manner, giving consideration to the context of the
statutes and the purpose for which they were enacted.”
State v. G.C.H., 2019 ND 256, ¶ 13, 934 N.W.2d 857 (quoting State v. Brown,
2009 ND 150, ¶ 15, 771 N.W.2d 267). “Statutes relating to the same subject
matter shall be construed together and should be harmonized, if possible, to
give meaningful effect to each, without rendering one or the other useless.”
G.C.H., at ¶ 13 (quoting Brown, at ¶ 15). Additionally, we have said “[a]
dictionary may provide a reliable starting point in determining the meaning of
4
a word not previously defined.” Wilkens v. Westby, 2019 ND 186, ¶ 8, 931
N.W.2d 229.
[¶11] Section 32-09.1-04(1), N.D.C.C., states in relevant part:
“At least ten days before the issuance of any garnishee summons
against the earnings of any person, the creditor shall serve upon
the debtor a notice that a garnishee summons may be issued. . . .
Failure to serve the notice renders any subsequent garnishment
void.”
(Emphasis added.) This section requires ten days’ notice when the “earnings”
of a “person” are to be garnished. A “person” includes a corporation. N.D.C.C.
§ 32-09.1-01(4). Section 32-09.1-01(3), N.D.C.C., defines “earnings”:
“‘Earnings’ means compensation paid or payable for personal
services, whether denominated as wages, salary, commission,
bonus, or otherwise, and includes periodic payments pursuant to a
pension or retirement program. ‘Earnings’ does not include social
security benefits or veterans’ disability pension benefits, except
when the benefits are subject to garnishment to enforce any order
for the support of a dependent child. ‘Earnings’ includes military
retirement pay.”
(Emphasis added.) Although this definition is broad, the term “earnings” does
not include “business profits.” Friedt v. Moseanko, 498 N.W.2d 129, 133 (N.D.
1993).
[¶12] While Johnston Law as a professional corporation is a “person” under
N.D.C.C. § 32-09.1-01(4), the fees that its clients would pay as “compensation”
to Johnston Law are not wages, salary, commission, or bonus. We have relied
on the principle of ejusdem generis to interpret statutory language:
“Under the principle of ejusdem generis, general words
following particular and specific words are not given their natural
and ordinary sense, standing alone, but are confined to persons
and things of the same kind or genus as those enumerated. In
applying the rule of ejusdem generis, we must keep in mind the
admonition that our primary purpose is always to carry out the
intent of the legislature. The rule accomplishes the purpose of
5
giving effect to both the particular and the general words, by
treating the particular words as indicating the class, and the
general words as extending the provisions of the statute to
everything embraced in that class, though not specifically named
by the particular words.”
City of W. Fargo v. Williams, 2019 ND 161, ¶ 15, 930 N.W.2d 102 (quoting
Olson v. Job Serv. N.D., 2013 ND 24, ¶ 7, 827 N.W.2d 36). The remaining term
“otherwise” in N.D.C.C. § 32-09.1-01(3), while broad, does not extend more
generally beyond the items specifically listed.
[¶13] Additionally, one definition of “personal service” is “[a] beneficial or
useful act performed on behalf of another by an individual personally. In this
sense, a personal service is an economic service involving either the intellectual
or manual personal effort of an individual, as opposed to the salable product of
the person’s skill.” Black’s Law Dictionary 1327 (10th ed. 2014). “Service” is
defined as “[l]abor performed in the interest or under the direction of others;
specif., the performance of some useful act or series of acts for the benefit of
another, usu. for a fee . In this sense, service denotes an
intangible commodity in the form of human effort, such as labor, skill, or
advice.” Black’s Law Dictionary 1576 (10th ed. 2014). Both meanings focus on
the individual’s efforts or acts for another, rather than a separate entity’s
provision of an individual’s services.
[¶14] In both the Grand Forks and Cass County cases, the district courts
distinguished the fees a client pays to a law firm, which properly may be
characterized as “business profits,” from an amount a law firm might pay to a
lawyer, which would be an example of “earnings.” A clients’ payment to a law
firm could include things such as work performed by firm staff, costs incurred
or advanced, and other firm overhead. We therefore conclude fees paid to a
law firm are more accurately described as “business profits” rather than
“compensation” paid or payable for “personal services.”
[¶15] This conclusion comports with what we have said in the context of an
attorney’s liability when practicing in a professional corporation. In In re
Estate of Amundson, 2015 ND 253, ¶ 23, 870 N.W.2d 208, we explained:
6
“This is not to say that an attorney practicing in a
professional corporation is liable for any and all obligations of the
corporation. Such a requirement would surely eliminate one of the
many advantages of forming a professional organization in the
first instance. See, e.g., Schnapp, Hochberg & Sommers v. Nislow,
106 Misc. 2d 194, 431 N.Y.S.2d 324 (N.Y. Trial Term, 1980) (‘[T]he
professional corporate entity, unlike the business corporate entity,
does not exist to shield the individual professional corporate
shareholder from liability or accountability for his wrongful act or
misconduct arising out of the rendition of “his” professional
services. . . . That this personal liability should be extended to
include nonprofessional activities such as business debts or
miscellaneous obligations of the corporation . . . on the other hand
defies logic and lacks support in statute or at law.’). Therefore, we
hold that lawyers practicing in a professional corporation still owe
duties to clients and remain personally liable to them for acts of
improper or unethical behavior that are related to the rendering of
the professional legal service. For obligations of the corporation
that are unrelated to the rendering of professional services, the
attorney has limited liability.”
[¶16] In Nusviken v. Johnston, 2017 ND 22, ¶¶ 13-16, 890 N.W.2d 8, we
declined to extend Amundson’s holding that an attorney may be held
personally liable under a judgment against an attorney’s professional
corporation. In Nusviken, no attorney-client relationship existed between the
individual attorney and the judgment creditors. Id. at ¶ 16. We declined to
extend Amundson to an attorney’s improper or unethical actions toward
parties who were not clients, and we modified the judgment to relieve the
attorney of personal liability. Id.
[¶17] Under N.D.C.C. § 32-09.1-01(3), a client’s payments to an attorney’s
professional corporation is not “compensation” paid or payable for “personal
services.” Because fees paid or payable to Johnston Law are not “earnings”
under the statute, as a matter of law the ten-day notice was not required under
N.D.C.C. § 32-09.1-04 before issuing the garnishee summons.
7
[¶18] Without a “willful improper act” alleged to support their claim for abuse
of process, see Jordet, 2015 ND 76, ¶ 20, 861 N.W.2d 147, the district courts
properly dismissed the garnishee summonses claims.
IV
[¶19] Johnston Law argues it stated a claim for tortious interference with the
attorney-client business relationship between Johnston Law and the law firm’s
clients when they were “improperly served” with garnishment summonses.
[¶20] In Trade ‘N Post, L.L.C. v. World Duty Free Ams., Inc., 2001 ND 116,
¶ 36, 628 N.W.2d 707, this Court provided the elements a plaintiff must prove
to prevail on a tort claim for unlawful interference with business:
“(1) the existence of a valid business relationship or expectancy; (2)
knowledge by the interferer of the relationship or expectancy; (3)
an independently tortious or otherwise unlawful act of interference
by the interferer; (4) proof that the interference caused the harm
sustained; and (5) actual damages to the party whose relationship
or expectancy was disrupted.”
See also Serv. Oil, Inc. v. Gjestvang, 2015 ND 77, ¶ 40, 861 N.W.2d 490. This
Court further held “the plaintiff must establish that the interfering conduct
was independently tortious or otherwise in violation of state law.” Trade ‘N
Post, at ¶ 43; see also Schmitt v. MeritCare Health Sys., 2013 ND 136, ¶ 23,
834 N.W.2d 627 (stating “otherwise unlawful act of interference” means
“otherwise in violation of state law”).
[¶21] Johnston Law contends it sufficiently stated a claim for unlawful
interference with business relationship because its clients were improperly
served with a void garnishment. Johnston Law further argues that Vogel
Law’s serving the garnishment summonses on its clients constituted an
improper, unauthorized ex parte direct communication with Johnston Law’s
individual clients in violation of N.D.R. Prof. Conduct 4.2 and that the
garnishment documents purport to subvert the attorney-client relationship
between Johnston Law and its clients.
8
[¶22] While Johnston Law contends that the Cass County district court erred
in dismissing its claim for tortious interference with a business relationship,
the gravamen of its complaint is the alleged improper, tortious, or unlawful act
of serving a “void” garnishment summonses on the garnishee clients. We have
held, however, that there was no violation of the notice requirement and that
the subsequent garnishment was not void under N.D.C.C. § 32-09.1-04(1). We
therefore conclude the complaint does not allege a viable tortious or otherwise
unlawful act of interference.
[¶23] Johnston Law’s attempt to rely on N.D.R. Prof. Conduct 4.2 to establish
a tortious or unlawful act of interference also is unavailing. Rule 4.2,
N.D.R.Prof. Conduct, provides:
“In representing a client, a lawyer shall not communicate about
the subject of the representation with a person the lawyer knows
to be represented by another lawyer in the matter, unless the
lawyer has the consent of the other lawyer or is authorized to do
so by law or a court order.”
[¶24] Here, serious doubt exists that a statutorily required summons is a
“communication.” See Wilkerson v. Brown, 995 P.3d 393 (Kan. Ct. App. 1999)
(holding demands and offers of judgment required by statute to be served
trigger “authorized by law” exception to Rule 4.2). Also, comment [2] of N.D.R.
Prof. Conduct 4.2, further explains: “This Rule does not prohibit
communication with a represented person, or an employee or agent of such a
person, concerning matters outside the representation.” (Emphasis added.)
There is no allegation that the clients served with garnishee summonses were
represented by Johnston Law in the matter between PHI and Johnston Law.
Vogel Law’s communication with Johnston Law’s clients concerning matters
outside the representation was thus not prohibited. Service of the garnishee
summons as required by N.D.C.C. ch. 32-09.1 also likely is “authorized by law.”
Finally, an attorney ethics rule violation generally does not constitute a
tortious or unlawful act. See N.D.R. Prof. Conduct, Scope [4] (“Violation of a
rule should not itself give rise to a cause of action against a lawyer nor should
it create a presumption in such a case that a legal duty has been breached.”).
9
[¶25] Without an “independently tortious or otherwise unlawful act of
interference,” see Trade ‘N Post, 2001 ND 116, ¶ 36, 628 N.W.2d 707, Johnston
Law’s claim against defendants for tortious interference with business
relationship fails. The district court did not err in dismissing Johnston Law’s
claim under N.D.R.Civ.P. 12(b)(6) for failure to state a claim upon which relief
can be granted.
V
[¶26] Johnston Law argues it stated a claim for conversion against the
defendants.
[¶27] Generally, “[w]hether a conversion has been committed is a finding of
fact.” Jordet, 2015 ND 76, ¶ 13, 861 N.W.2d 147. In Gjestvang, 2015 ND 77,
¶ 23, 861 N.W.2d 490, this Court discussed the requirements for a conversion
claim:
“A claim for conversion requires proof of ‘a tortious detention
or destruction of personal property, or a wrongful exercise of
dominion or control over the property inconsistent with or in
defiance of the rights of the owner.’ Doeden v. Stubstad, 2008 ND
165, ¶ 9, 755 N.W.2d 859 (quoting Buri v. Ramsey, 2005 ND 65,
¶ 14, 693 N.W.2d 619); see Ritter, Laber and Assocs., Inc. v. Koch
Oil, Inc., 2004 ND 117, ¶ 11, 680 N.W.2d 634; Paxton v. Wiebe,
1998 ND 169, ¶ 28, 584 N.W.2d 72. ‘The gist of a conversion is not
in acquiring the complainant’s property, but in wrongfully
depriving him of it, whether temporarily or permanently, and it is
of little relevance that the converter received no benefit from such
deprivation.’ Paxton, at ¶ 28 (citations and quotation marks
omitted). Conversion does not require bad intent on the
converter’s part; rather only an intent to control or interfere with
the owner’s rights to use to an actionable degree. See Buri, at ¶ 14;
Paxton, at ¶ 28.”
See also Nelson v. Mattson, 2018 ND 99, ¶ 24, 910 N.W.2d 171 (“Conversion is
the ‘tortious detention or destruction of personal property, or a wrongful
exercise of dominion or control over the property inconsistent with or in
defiance of the rights of the owner.’”).
10
[¶28] Johnston Law argues that it sufficiently stated a claim for conversion
because the defendants improperly used garnishment to exercise dominion,
control, or to temporarily or permanently interfere with Johnston Law’s
contract rights to property with its garnishee clients and with its lender United
Valley Bank.
[¶29] Johnston Law broadly asserts that, to the extent fees owed by a client to
Johnston Law were retainers, the garnishment “if effectuated” would
constitute conversion of its clients’ funds, since the fees would not have yet
been earned. Johnston Law also asserts United Valley Bank possessed a
perfected security interest superior to PHI’s judgment execution rights in any
fees. Johnston Law argues Vogel Law’s use of garnishment in this manner
caused the defendants to be liable for conversion and that it adequately stated
claims for damages in its complaint.
[¶30] Here, the Cass County district court stated it was unclear whether
conversion was pled as a separate tort claim or simply as an improper act for
the claims of tortious interference with business relationship or abuse of
process. In either event, the court concluded Johnston Law failed to allege any
facts that the defendants actually exercised dominion or control over or
deprived Johnston Law of any property, either temporarily or permanently.
The court explained there was no factual allegations that any of Johnston
Law’s funds were held or transferred as a result of the issuance of the
garnishee summonses. We agree.
[¶31] Under North Dakota law garnishment is allowed to collect on a
judgment. See N.D.C.C. § 32-09.1-02. Johnston Law’s complaint against the
defendants fails to allege facts showing that any of its funds were held or
transferred as a result of the issuance of the garnishee summonses. Even if
Johnston Law alleged facts that Vogel Law and PHI received garnished fees,
as previously discussed the garnishment itself was not tortious or unlawful.
To the extent Johnson Law asserts facts were alleged to establish a conversion
claim by the defendants’ alleged wrongfully interfering with its bank’s security
rights in any fees, those property rights belong to the bank rather than
Johnston Law.
11
[¶32] On the basis of our review, we cannot discern a potential for proof to
support Johnston Law’s claim for conversion. Therefore, the district court did
not err in dismissing its claim under N.D.R.Civ.P. 12(b)(6).
VI
[¶33] Johnston Law argues as a separate issue that the Cass County district
court failed to apply the proper standard in dismissing its complaint for failure
to state a claim. Johnston Law asserts the court “[t]hroughout its decision”
erroneously demanded “proof,” effectively construing the complaint against
Johnston Law. Johnston Law further contends the defendants failed to
demonstrate the impossibility of it proving a claim upon which relief can be
granted or that is beyond a doubt that it can prove no set of facts in support of
its claim which would entitle it to relief. See McColl Farms, LLC v. Pflaum,
2013 ND 169, ¶¶ 12, 19, 837 N.W.2d 359.
[¶34] In its December 2018 order dismissing Johnston Law’s complaint under
N.D.R.Civ.P. 12(b)(6), the district court concluded several times that the record
was devoid of proof of harm or damages. The court also stated no affidavit was
filed to provide evidence of the legal sufficiency of the unlawful interference
with business claim. This analysis is inappropriate under the rule.
Nevertheless, our review of the district court’s decision under N.D.R.Civ.P.
12(b)(6) is de novo, see Estate of Nelson, 2015 ND 122, ¶ 5, 863 N.W.2d 521.
“[A] correct result will not be set aside merely because the district court relied
on a different reason for its decision.” City of Gwinner v. Vincent, 2017 ND 82,
¶ 12, 892 N.W.2d 598; see also N.D. Workers Comp. Bureau v. General Invest.
Corp., 2000 ND 196, ¶ 14, 619 N.W.2d 863 (“We affirm the judgment, although
for a different reason than that relied upon by the district court.”).
[¶35] On the basis of our de novo review, the district court did not err in
dismissing the claims under N.D.R.Civ.P. 12(b)(6). We conclude the argument
that the district court applied an improper standard in dismissing the
complaint does not merit reversal of the court’s order dismissing its claims.
12
VII
[¶36] We have considered the parties’ other arguments on appeal but consider
them to be either unnecessary to our decision or without merit. The orders are
affirmed.
[¶37] Daniel J. Crothers, Acting C.J.
Carol Ronning Kapsner, S.J.
Gerald W. VandeWalle
Jerod E. Tufte
William A. Neumann, S.J.
[¶38] The Honorable William A. Neumann, S.J., sitting in place of Jensen,
C.J., disqualified.
[¶39] The Honorable Carol R. Kapsner, S.J., sitting in place of McEvers, J.,
disqualified.
13