Anderson v. Benson

8 Citing cases

  1. Gill v. Gill

    900 N.W.2d 717 (Minn. Ct. App. 2017)   Cited 4 times

    Id. (quotation omitted).Husband argues, and we agree, that the value of an asset is what a willing buyer will pay for it. Anderson v. Benson , 394 N.W.2d 171, 175 (Minn. App. 1986) ("We can only assume that the purchase price he paid reflected what he considered fair value for the corporation in terms of its assets and liabilities at the time of the sale."); see alsoHawkins v. Mellis Pirie & Co. , 127 Minn. 393, 396, 149 N.W. 663, 664 (1914) ("[A]ctual value must be determined at the fair price which a person who desires to buy would be willing to pay...."). Because DGG was sold only a few months after the valuation date, and nothing in the record suggests any significant change in the company's value in that short period of time, the amount that the purchaser agreed to pay for DGG is an accurate reflection of DGG's value as of the valuation date.

  2. Herrmann v. McMenomy Severson

    583 N.W.2d 283 (Minn. Ct. App. 1998)   Cited 2 times

    Damage is not established if it is purely "[s]peculative, remote, or conjectural." Anderson v. Benson, 394 N.W.2d 171, 175 (Minn.App. 1986). There is no general test for when claimed damages become too speculative to support a cause of action.

  3. Miksic v. Boeckermann Grafstrom Mayer, LLC

    Civil No. 15-539 (JRT/BRT) (D. Minn. Mar. 28, 2017)   Cited 1 times

    Miksic responds that his claims accrued no earlier than January 27, 2011, when the IRS issued its first penalty because prior to that date, not only would he have had no notice of the claim, but his damages would have been "[s]peculative, remote, or conjectural." See Anderson v. Benson, 394 N.W.2d 171, 175 (Minn. Ct. App. 1986) (rejecting buyer's alleged damages where buyer introduced no evidence that seller's failure to file a corporate tax return exposed the corporation to present or future tax liability to the IRS). The Court finds that none of Defendants' proffered cases are controlling with regard to the statutes of limitations issue in the instant action.

  4. In re Robert L. Fields and Patricia S. Fields

    449 B.R. 387 (Bankr. D. Minn. 2011)   Cited 5 times
    Applying Minnesota law and concluding that where complaint "does not even suggest that the Plaintiff was seeking to have individual liability imposed on the Defendant on a pass-through basis, ... the theory of liability is not before the Court, and the Plaintiff has no right to maintain suit on it going forward"

    ; Groves v. Dakota Printing Servs., Inc., 371 N.W.2d 59, 62 (Minn.Ct.App.1985); Anderson v. Benson, 394 N.W.2d 171, 175 (Minn.Ct.App.1986). See also Victoria Elevator Co. of Minneapolis v. Meriden Grain Co., Inc., 283 N.W.2d 509, 512 (Minn.1979) (“Doing business in a corporate form in order to limit individual liability is not wrong; it is, in fact, one purpose for incorporating.”); HealthEast v. County of Ramsey, 770 N.W.2d 153, 157–158 (Minn.2009) (“an entity's separate corporate status for tax purposes” will be disregarded “only in limited circumstances”).

  5. Doe v. Kmart Corp.

    A16-0465 (Minn. Ct. App. Feb. 6, 2017)

    Doe 175, 873 N.W.2d at 359. Speculative, or conjectural damages are not recoverable. Anderson v. Benson, 394 N.W.2d 171, 175 (Minn. Ct. App. 1986); see also Sievert v. First Nat'l Bank in Lakefield, 358 N.W.2d 409, 415 (Minn. App. 1984) (rejecting unsubstantiated testimony about economic loss as inadequate to support damages), review denied (Minn. Feb. 5, 1985).

  6. T-WOL Acquisition Co. v. ECDG South, LLC

    220 N.C. App. 189 (N.C. Ct. App. 2012)   Cited 7 times   1 Legal Analyses
    Noting “the consensus in other jurisdictions is that a sole shareholder of a corporation is generally free to dispose of corporate assets as he sees fit, except where such actions harm or defraud the corporation's creditors, or otherwise violate public policy.”

    It appears that the consensus in other jurisdictions is that a sole shareholder of a corporation is generally free to dispose of corporate assets as he sees fit, except where such actions harm or defraud the corporation's creditors, or otherwise violate public policy. See Anderson v. Benson, 394 N.W.2d 171, 175 (Minn.Ct.App.1986); accord L.R. Schmaus Co. v. Commissioner, 406 F.2d 1044, 1045 (7th Cir.1969); Household Reinsurance Co., Ltd. v. Travelers Ins. Co., No. 91 C 1308, 1992 WL 22220, 1992 U.S. Dist. LEXIS 1006 (E.D.Ill. January 31, 1992); See also Pittman v. American Metal Forming Corp., 336 Md. 517, 649 A.2d 356, 363–64 (Md.1994) (holding that a sole shareholder of a corporation does not breach a fiduciary duty to the corporation when he charges lease prices above fair market value for the property and equipment he leased to his corporation). Even though it does not address this exact issue, we find our Supreme Court's reasoning in Snyder v. Freeman instructive in explaining the consequences of a sole shareholder's actions on the corporation:

  7. Harmeyer v. Gustafson

    No. C8-00-1191 (Minn. Ct. App. Feb. 5, 2001)   Cited 1 times

    In other words, any additional tax liability, or damages, that Harmeyer's estate might incur will not be determinable until her death. Cf. Anderson v. Benson, 394 N.W.2d 171, 175 (Minn.App. 1986) (stating that damages from alleged failure by former shareholder to file income-tax return were too remote and speculative, and therefore not recoverable, where plaintiff shareholder introduced no evidence of "present or threatened" tax liability); Olson, 346 N.W.2d at 183 (holding in legal-malpractice action that whether wife would have received smaller lien on homestead had attorney completed dissolution proceedings sooner was "pure conjecture"); see also Herrmann v. McMenomy Severson, 583 N.W.2d 283, 289 (Minn.App. 1998) ("The mere breach of a professional duty, causing only nominal damages, speculative harm, or the threat of future harm not yet realized does not suffice to create a cause of action for damages" (quotation omitted)), rev'd on other grounds, 590 N.W.2d 641 (Minn. 1999).

  8. Battleground Veterinary Hosp., P.C. v. McGeough

    2007 NCBC 33 (N.C. Business 2007)   Cited 3 times   1 Legal Analyses

    The consensus in other jurisdictions, however, appears to be that a sole shareholder of a corporation is generally free to dispose of corporate assets as he sees fit, except where such actions harm or defraud the corporation's creditors, or otherwise violate public policy. Anderson v. Benson, 394 N.W.2d 171, 175 (Minn.Ct.App. 1986); accord L.R. Schmaus Co. v. Commissioner, 406 F.2d 1044, 1045 (7th Cir. 1969); Household Reinsurance Co., Ltd., v. Travelers Ins. Co., No. 91 C 1308, 1992 U.S. Dist. LEXIS 1006 (E.D. Ill. January 31, 1992). {101} Applying this principle here, the Court holds that Battleground has no claim for breach of contract.