(a) Actions seeking damages or set off against the purchase price arising out of the alleged fraud of the vendor, see, e.g., West v. Walker, 181 Minn. 169, 231 N.W. 826, 74 A.L.R. 165 (1930); Follingstad v. Syverson, 160 Minn. 307, 200 N.W. 90 (1924); Olson v. Northern Pac. Ry., 126 Minn. 229, 148 N.W. 67 (1914); International Realty Securities Corp. v. Vanderpoel, 127 Minn. 89, 148 N.W. 895 (1914); and (b) Suits for rescission arising from alleged fraud of the vendor where all monies paid in are attempted to be recovered, see, e.g., Miller v. Snedeker, supra; Northwest Hotel Corp. v. Henderson, 257 Minn. 87, 100 N.W.2d 493 (1960); Cady v. Bush, 166 N.W.2d 358 (Minn. 1969). The cases are clear that once statutory notice has been served and cancellation effected, all rights under the contract are terminated. Under Minnesota law this cuts off the vendor's right to seek specific performance, Olson v. Northern Pac. Ry., 126 Minn. 229, 148 N.W. 67, 68 (1914) (dictum); his right to obtain judgment for installments due, Smith v. Dristig, 176 Minn. 601, 224 N.W. 157 (1929); and his right to enforce an unsatisfied pre-cancellation judgment against the vendee for unpaid installments, Des Moines Joint-Stock Land Bank v. Wyffels, 185 Minn. 476, 241 N.W. 592, 593 (1932); Warren v. Ward, 91 Minn. 254, 97 N.W. 886 (1904).
Unjust enrichment has been invoked in support of claims based upon the failure of consideration, fraud, mistake, and in other situations where it would be morally wrong for one party to enrich himself at the expense of another. Cady v. Bush, 166 N.W.2d 358, 361-362 (Minn. 1969). Unjust enrichment claims do not lie simply because one party benefits from the efforts of others, instead "it must be shown that a party was unjustly enriched in the sense that the term unjustly could mean illegally or unlawfully."
To recover for unjust enrichment, a defaulting vendee must show two things: "the vendor's alleged excess of rightful damages" and "fraud, mistake, or moral wrongdoing on the part of the vendor." Fort DoddPartnership v. Trooien, 392 N.W.2d 46, 48-49 (Minn.App. 1986); see alsoCady v. Bush, 283 Minn. 105, 110, 66 N.W.2d 358, 361-62 (1969). The Vapes failed to present any evidence that KK was unjustly enriched.
The theory of unjust enrichment or money had and received has been used to support claims based on failure of consideration, fraud, mistake, or other situations where it would be morally wrong for one party to enrich itself at the expense of another. Cady v. Bush, 283 Minn. 105, 110, 166 N.W.2d 358, 361-362 (1969). Unjust enrichment is founded on the principle that a defendant who has received money, which in equity and good conscience should have been paid to the plaintiff, should pay the money over.
Moreover, “unjust enrichment should not be invoked merely because a party has made a bad bargain.” Cady v. Bush, 283 Minn. 105, 166 N.W.2d 358, 362 (1969). The counterclaim for unjust enrichment incorporates all of the allegations made in support of the counterclaims for breach of the NDA and for breach of the May 2008 Agreement. The unjust enrichment counterclaim then alleges, without elaboration, that Loftness breached its “common law duties” and received or will receive “monies to which it is not entitled,” “cannot equitably keep,” and “for which it should be held accountable.”
(“Very broadly defined, the [unjust-enrichment] cause of action was described by Mr. Justice Mitchell in Brand v. Williams, 29 Minn. 238, 239, 13 N.W.42, as one which ‘can be maintained whenever one man has received or obtained the possession of the money of another, which he ought in equity and good conscience to pay over.'”); Cady v. Bush, 166 N.W.2d 358, 361 (Minn. 1969) (“[T]he theory of unjust enrichment . . . ‘is founded on the principle that no one ought unjustly to enrich himself at the expense of another, and the gist of the action is that the defendant has received money which in equity and good conscience should have been paid to the plaintiff, and under such circumstance that he ought, by the ties of natural justice, to pay over.'”)
Ct. App. Mar. 30, 2010), and where both parties are represented by sophisticated legal counsel during the formation of the contract. Porous Media Corp. v. Midland Brake, Inc. , 220 F.3d 954, 960 (8th Cir. 2000). As a general matter, Minnesota upholds principles of freedom of contract, in which "parties are generally free to allocate rights, duties, and risks," Lyon Fin. Servs. v. Ill. Paper & Copier Co., 848 N.W.2d 539, 545 (Minn. 2014), and "[c]ourts are not warranted in interfering with the contract rights of parties as evidenced by their writings which purport to express their full agreement," Cady v. Bush , 283 Minn. 105, 166 N.W.2d 358, 362 (1969). Indeed, "[w]here the parties have contracted to create duties that differ or extend beyond those established by general principles of law, and the terms of the contract are not otherwise unenforceable, the parties must abide by the contractual duties created."
"The theory of unjust enrichment or money had and received . . . has been invoked in support of claims based upon failure of consideration, fraud, mistake, and in other situations where is would be morally wrong for one party to enrich himself at the expense of another." Cady v. Bush, 283 Minn. 105, 166 N.W.2d 358, 361-62 (1969). To recover for unjust enrichment, the Receiver must plead that CitiMortgage "knowingly received something of value, not being entitled to the benefit, and under circumstances that would make it unjust to permit its retention."
While it is true that the alleged misrepresentations regarding vanishing premiums were representations that something would happen in the future, the alleged misrepresentations are not the sort of speculative statements that Minnesota courts have found insufficient to support a claim for fraud. Lutheran Brotherhood cites two cases in support of this argument, Cady v. Bush. 166 N.W.2d 358 (Minn. 1969), and Exeter Bancorp., Inc. v. Kemper Sec. Group. Inc., 58 F.3d 1306 (8th Cir. 1995). The representations at issue in Cady were statements to a potential purchaser of a hotel that he would have no trouble renting rooms and that the hotel was a moneymaking proposition.
While it is true that the alleged misrepresentations regarding vanishing premiums were representations that something would happen in the future, the alleged misrepresentations are not the sort of speculative statements that Minnesota courts have found insufficient to support a claim for fraud. Lutheran Brotherhood cites two cases in support of this argument, Cady v. Bush, 166 N.W.2d 358 (Minn. 1969), andExeter Bancorp., Inc. v. Kemper Sec. Group, Inc., 58 F.3d 1306 (8th Cir. 1995). The representations at issue in Cady were statements to a potential purchaser of a hotel that he would have no trouble renting rooms and that the hotel was a moneymaking proposition.