The district court ruled that because Kamper Realty acted as Falls/Pinnacle's broker in the sale transactions at issues, its issues are so connected with Hammann I and Hammann III that the previous judgments should determine Kamper Realty's interests as well. See Balasuriya v. Bemel, 617 N.W.2d 596, 600 (Minn. App. 2000) (holding that privity existed as to one whose interests were aligned with the named party and who generally controlled the litigation), review denied (Minn. Nov. 21, 2000). The district court noted that Kamper Realty would have had no reasons to take the actions challenged by Hammann had it not been acting as Falls/Pinnacle's broker.
"[T]he doctrine of collateral estoppel applies not only to parties to a prior action, but also to their privies." Belasuriya v. Bemel, 617 N.W.2d 596, 600 (Minn. Ct. App. 2000). Privity extends to those who had an active self-interest in the previous litigation.
Minnesota law is clear that collateral estoppel applies to "court orders, as well as judgments, when they are final and subject to appeal." Balasuriya v. Bemel, 617 N.W.2d 596, 600 (Minn.Ct.App. 2000) (citing Nelson v. Auman, 20 N.W.2d 702, 704 (Minn. 1945)).
Conversion is "an act of willful interference with the personal property of another, done without lawful justification, by which any person entitled thereto is deprived of use and possession."Christensen v. Milbank Ins. Co., 658 N.W.2d 580, 585 (Minn. 2003). Where possession is held through proper legal channels, a claim for conversion will not lie. See Naegle Outdoor Adver., Inc. v. Minneapolis Cmty. Dev. Agency, 551 N.W.2d 235, 238 (Minn.Ct.App. 1996); see also Balasuriya v. Bemel, 617 N.W.2d 596, 601 (Minn.Ct.App. 2000). Plaintiff has presented no evidence to support a claim that Defendants interfered with Plaintiff's escrow account funds through any means other than legally justified channels.
Many of those jurisdictions reasoned that privity exists between a commercial entity and an affiliated individual because the affiliated individual controlled the prior litigation. See Griswold v. Cnty. of Hillsborough, 598 F.3d 1289, 1293 (11th Cir.2010); Kreager v. General Elec. Co., 497 F.2d 468, 472 (2d Cir.1974); Radovich v. YA Global Invs., L.P., Civil Action No. 12ācvā6723 (DMC)(JAD), 2013 WL 4012042, at *5 (D.N.J. Aug. 5, 2013); Goodman Ball, Inc. v. Mach II Aviation, Inc., No. C 10ā01249 WHA, 2010 WL 4807090, at *5 (N.D.Cal. Nov. 19, 2010) (quoting In re Gottheiner, 703 F.2d 1136, 1140 (9th Cir.1983)); Apollo Real Estate Inv. Fund, IV, L.P. v. Gelber, 403 Ill.App.3d 179, 343 Ill.Dec. 735, 935 N.E.2d 963, 973ā74 (2010); Balasuriya v. Bemel, 617 N.W.2d 596, 600 (Minn.Ct.App.2000); Keeley & Assocs., Inc. v. Integrity Supply, Inc., 120 Ohio App.3d 1, 696 N.E.2d 618, 621 (1997); Tamily v. General Contracting Corp., 210 A.D.2d 564, 620 N.Y.S.2d 506, 509 (1994). We agree with this line of authority and we hold, for the purposes of res judicata in the District of Columbia, that an owner or member who holds himself out as an LLC's representative in connection with litigation is in privity with the LLC with respect to that litigation.
See Carlson v. Indep. Sch. Distr. No. 623, 392 N.W.2d 216, 222-23 (Minn. 1986) (concluding that res judicata would apply to eligible class members if adequate notice were given); Balasuriya v. Bemel, 617 N.W.2d 596, 600 (Minn. App. 2000) (finding privity between corporation and its president based on both alignment of interests and president's control over litigation), review denied (Minn. Nov. 21, 2000); Reil v. Benjamin, 584 N.W.2d 442, 445 (Minn. App. 1998) (finding privity based on stipulation between parties that issues in two cases were identical and appellant's initial intent to assert his claim in first suit), review denied (Minn.
Denzer v.Frisch, 430 N.W.2d 471, 473 (Minn.App. 1988) (citing Margo-Kraft Distribs., Inc. v. Minneapolis Gas Co., 294 Minn. 274, 278, 200 N.W.2d 45, 47-48 (1972)). The existence of privity is determined by the facts of each case. Balasuriya v. Bemel, 617 N.W.2d 596, 600 (Minn.App. 2000) (citing Johnson v. Hunter, 447 N.W.2d 871, 874 (Minn. 1989)), review denied (Minn.