Bolander v. Bolander8/9/2005
This appeal arises out of a lawsuit by Bruce Bolander against his parents, David and Dorothy Bolander, and against the family-owned company, Carl Bolander & Sons Co. (CB&S). Bruce was the president and chief operating officer of CB&S from May 1994 until late 2000, when his employment was terminated. Following the termination, Bruce sued David, Dorothy, and CB&S, alleging shareholder oppression (Count I); breach of fiduciary duty/breach of contract (Count II); promissory estoppel (Count III); and misrepresentation (Count IV).
CB&S denied Bruce's claims and counterclaimed, alleging conversion (Count I); breach of contract (Count II); breach of fiduciary duty/duty of loyalty (Count III); accounting and constructive trust (Count IV); civil liability for theft (Count V); and receiving stolen property (Count VI). David and Dorothy denied Bruce's claims and counterclaimed for equitable relief under Minn. Stat. § 302A.467 for Bruce's violation of various provisions of the Minnesota Business Corporation Act, including §§ 302A.251 and .361 (Count I); alleging breach of fiduciary duty (Count II); seeking relief under Minn. Stat. §§ 501B.16 and .21 (Count III); and reformation or modification of the irrevocable trust with a declaration of the parties' rights under the shareholder agreement and the irrevocable trust (Count IV).
The parties moved the district court for summary judgment. On September 27, 2002, the district court granted summary judgment for David, Dorothy, and CB&S with respect to Bruce's demand for specific performance of the recapitalization provision in the shareholder agreement and Bruce's claims of breach of the employment contract, misrepresentation, and promissory estoppel. Additionally, the district court granted Bruce's motion for summary judgment on CB&S's claims against him for theft and conversion.
Subsequently, on January 7, 2003, the district court amended its September 27, 2002 order to allow Bruce to pursue his shareholder-oppression claim under Minn. Stat. § 302A.751. Thereafter, the matter was tried to a jury from January 6 to 17, 2003, on Bruce's breach-of-employment-contract claims and CB&S's counterclaim for repayment of funds advanced to Bruce; and to the district court without a jury from July 28 to 31, 2003, on the remaining claims. On Bruce's employment claims, the jury returned a special verdict finding that the employment agreement had been extended by the parties and that Bruce's employment was terminated without "due cause," as that term was defined in the agreement. Following the trials, on March 17, 2004, the district court entered findings of fact, conclusions of law, and an order for judgment as follows: (1) granting judgment in favor of Bruce and against CB&S on Bruce's breach-of-employment-contract claim in the amount of $1,368,000, plus interest, costs, and disbursements, including attorney fees; (2) granting judgment in favor of CB&S and against Bruce for breach of contract in the amount of $388,160, plus interest, costs, and disbursements, including attorney fees; and (3) dismissing all other claims with prejudice.
Bruce moved for amended and additional findings of fact and conclusions of law, and, alternatively, for a new trial. CB&S moved for judgment notwithstanding the verdict, amended findings, and, alternatively, a new trial. David and Dorothy moved for amended findings or a new trial.
On August 27, 2004, the district court entered a posttrial order in which it denied all posttrial motions submitted by all parties, but granted $530,583.32 for attorney fees to Bruce and $40,000 for attorney fees to CB&S. On September 8, 2004, judgment was entered with re
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