United States Court of Appeals

For the Eighth Circuit

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No. 12-3417

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United States of America

lllllllllllllllllllll Plaintiff - Appellee

v.

Jo Anna Bame; Hook 'N Horn, Ltd.; Hook 'N Horn Wilderness Camp, Ltd.; I Am

Home, Inc.

lllllllllllllllllllll Defendants - Appellants

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 Appeal from United States District Court 

for the District of Minnesota - Minneapolis

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 Submitted: June 13, 2013

 Filed: August 9, 2013

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Before LOKEN, BRIGHT, and BYE, Circuit Judges.

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BRIGHT, Circuit Judge.

Fred Bame received an erroneous tax refund of over $500,000 in 2005. After

the IRS discovered the error, the government filed suit to recover the money from

Fred. When Fred died and the government was unable to collect from his estate, the

government then filed suit against Jo Anna Bame, Fred’s ex-wife, and two

corporations owned by Jo Anna. The district court granted summary judgment to the
government based on the claim of unjust enrichment. The court awarded the

government $526,022.13 in damages and held Jo Anna and the corporations jointly

and severally liable. Jo Anna and the corporate defendants appeal. We reverse and

remand. 

I.

Fred and Jo Anna Bame married in 1992. Throughout their marriage, Jo Anna

assisted Fred financially. One of the non-marital assets Jo Anna brought into the

marriage was her home at 5110 Meadville in Excelsior, Minnesota. After they

married, Jo Anna added Fred’s name to the title of 5110 Meadville to allow him to

borrow against the home’s value. In 1995, the Bames took out a new mortgage on

5110 Meadville which secured a loan of $1,207,120. The funds from this loan were

used to pay a number of large debts that were solely Fred’s. During the marriage, a

number of tax liens attached to 5110 Meadville based on tax obligations incurred

solely by Fred or his companies. 

In 1999, Fred was forced into involuntary bankruptcy. Jo Anna filed a Proof

of Claim in the bankruptcy proceeding in the amount of $1,228,984, based on the

mortgage taken out on her home and a number of other debts Fred owed her. Fred

admitted that he owed Jo Anna approximately $1.5 million. The bankruptcy trustee

commenced an adversary proceeding against Jo Anna, alleging that Fred made

fraudulent transfers to Jo Anna prior to the bankruptcy filing. These matters were

settled when Jo Anna and the trustee agreed to drop the Proof of Claim and the

adversary proceeding, respectively. Fred did not receive a discharge in the bankruptcy

proceeding, meaning his personal debts survived the bankruptcy. 

The Bames divorced in 2001. The divorce decree required Fred to pay the tax

liens on 5110 Meadville and any personal debts he incurred during the marriage. In

2003, Jo Anna sold 5110 Meadville for $1,520,000. Nearly $400,000 of the proceeds

from the sale went to pay the tax liens on the property or Fred’s other creditors. 

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In May 2005, the IRS sent Fred a letter indicating he would receive a tax

refund. Fred called the IRS twice to inquire about the refund. A number of IRS

employees conferred and determined Fred was entitled to the refund. Fred was

assured by IRS employees that the refund was forthcoming. Jo Anna was privy to the

IRS assurances and took notes about Fred’s communications regarding the refund. 

In July, a letter from the Taxpayer Advocate Service confirmed that the refund would

be mailed on July 29, 2005. The IRS issued Fred a refund check in the amount of

$568,022.13. Apparently, the refund was issued due to error by the IRS regarding the

taxation of Fred’s bankruptcy estate. The IRS did not discover its error until January

2006.

At the time the refund check was issued, Fred was living at Hook ‘N Horn

Wilderness Camp in Nestor Falls, Ontario, Canada, which was owned by Jo Anna. 

Every few weeks, Jo Anna or another relative would gather the mail sent to Fred in

Minnesota and take it to him in Canada. Thus, Fred and Jo Anna were in Canada

when they opened the refund check. They deposited the check in a joint account at

a bank in Nestor Falls, Ontario. Fred spent the refund quickly. On the same day as

the deposit, Fred wrote checks totaling $350,000 to settle various debts Jo Anna owed. 

Five days later, Fred paid another $100,000 to Hook ‘N Horn. Jo Anna later paid

$32,500 back to Fred from the Hook ‘N Horn account. Fred made additional

withdrawals from the account totaling $42,000. Several other withdrawals were made

over the telephone, so there is no record of who made the withdrawal or how the funds

were spent.

In July 2007, the United States filed suit against Fred seeking to recover the

erroneous refund. Fred died on September 9, 2007. The United States engaged in

probate proceedings and obtained a judgment against Fred’s estate for the full amount

of the refund plus interest. However, the government was unsuccessful in collecting

any of its judgment from Fred’s estate.

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Thwarted in its first attempt to recover the refund, the United States filed the

underlying suit in this case against Jo Anna and two entities, I Am Home, Inc. and

Hook ‘N Horn. I Am Home is a corporate name used by Jo Anna. Hook ‘N Horn is

a fly-in fishing resort in Canada. Hook ‘N Horn was originally owned by Fred, but

he transferred ownership to Jo Anna in 1998. From 1998 to 2008, Jo Anna operated

Hook ‘N Horn as a sole proprietorship. In 2008, Jo Anna formed the corporate entity

Hook ‘N Horn, Ltd., sold the assets of the sole proprietorship to the corporation, and

in return received shares in the corporation and a promissory note. Jo Anna formed

the corporation after the United States commenced its suit against Fred but years

before the government ever filed suit against her. Jo Anna testified that she was

advised to form a corporation due to the risk of Hook ‘N Horn guests suffering injury. 

In Count I of the underlying action, the government sought recovery of the

refund under both the Minnesota Fraudulent Transfer Act, Minn. Stat. § 513.44, and

the Federal Debt Collection Procedure Act, 28 U.S.C. §3301 et seq. Counts II and III

of the complaint sought recovery under the equitable theories of money had and

received, and unjust enrichment. The parties filed cross-motions for summary

judgment. The district court granted summary judgment for the government and

entered judgment against Jo Anna in the amount of $526,022.13, holding I Am Home

and Hook ‘N Horn jointly and severally liable for portions of the judgment. The

district court granted summary judgment on the unjust enrichment claim only, and did

not discuss or rule on the statutory claims, noting only that they “raise several issues”

which the court “need not address.” 

II.

On appeal, Jo Anna argues that the district court erred by granting summary

judgment to the government because there were two genuine issues of material fact: 

her good faith and her entitlement to the money. In addition, she argues that summary

judgment was granted in error because unjust enrichment is legally unavailable. 

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Finally, Jo Anna argues that the district court erred in setting the amount of damages

and by holding Hook ‘N Horn liable under an alter ego theory. We review the

summary judgment determination de novo. Specht v. City of Sioux Falls, 639 F.3d

814, 819 (8th Cir. 2011). 

In considering the government’s motion for summary judgment, the district

court should have viewed the record in the light most favorable to Jo Anna and given

her the benefit of all reasonable factual inferences. Weber v. American Express Co.,

994 F.2d 513, 515 (8th Cir. 1993). Furthermore, at the summary judgment stage, the

court is not permitted to “weigh the evidence, make credibility determinations, or

attempt to determine the truth of the matter.” Quick v. Donaldson Co., 90 F.3d 1372,

1376-77 (8th Cir. 1996). Viewing the record in the light most favorable to Jo Anna,

as we must, and abstaining from any credibility determinations, we conclude that

genuine issues of material fact existed and the grant of summary judgment to the

government was error.

First, there is a genuine issue of material fact as to Jo Anna’s good faith

defense. The district court noted that if Jo Anna received the money in good faith,

without knowledge that the refund was a mistake, she would have a valid defense to

the claim of unjust enrichment. United States v. Bame, No. 11-62, 2012 WL 3544762,

at *4 (D. Minn. Aug. 16, 2012). Jo Anna argues that the record establishes her good

faith because at the time she received the money, she had no idea the refund was

mistaken. The IRS gave Fred multiple assurances that the refund was proper, and Jo

Anna was privy to this information.1

 Fred and Jo Anna filed separate tax returns, so

1

The district court incorrectly concluded that Jo Anna could not rely on these

assurances, citing United States v. MacPhail, 149 F. App’x 449, 454 (6th Cir. 2005). 

MacPhail only stands for the proposition that a party cannot rely on the mistaken

assurances of a government employee to estop the government. Id. Jo Anna seeks not

to estop the government, but to establish a good faith defense to unjust enrichment. 

Neither MacPhail nor any other source prohibits us from considering the IRS

assurances as one fact indicating Jo Anna’s good faith.

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Jo Anna had no way to know whether the refund was a mistake. The district court did

not mention Jo Anna’s innocent explanation for the deposit of the refund check in

Canada: Fred was living in Canada at the time and in fact opened the refund check

in Canada. The only way to conclude that Jo Anna knew Fred was not entitled to the

refund is to ignore all the facts in her favor and draw factual inferences against her,

instead of in her favor. This is not appropriate at the summary judgment stage.2

Second, there is a genuine issue of material fact as to Jo Anna’s entitlement to

the money Fred transferred to her. There can be no unjust enrichment when a

defendant is entitled to the money, by contract or otherwise. Schaaf v. Residential

Funding Corp., 517 F.3d 544, 554 (8th Cir. 2008) (emphasis added). Although there

is no written contract detailing Fred’s debt to Jo Anna and thus her entitlement to the

money, Jo Anna presented evidence that she was otherwise entitled to the funds. The

record shows that Jo Anna paid a number of debts that were solely Fred’s. Jo Anna’s

settlement with the bankruptcy trustee only terminated Jo Anna’s claim against the

bankruptcy estate. It did not change the status of Fred’s personal debts to Jo Anna,

which were not extinguished at the conclusion of the bankruptcy proceeding. Thus,

the district court incorrectly concluded that there was no support in the record for

Jo Anna’s entitlement to the money. 

2

We express no opinion as to whether good faith is a valid defense to unjust

enrichment. It does not appear such defense has been explicitly recognized by this

court or the courts of Minnesota. Assuming, as the district court did, that the defense

is valid, we merely conclude that the district court improperly weighed the evidence

by concluding no genuine issue of fact existed.

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The district court erred by granting the government summary judgment because 

there are genuine issues of material fact.3

 Therefore, we reverse and remand to the

district court for further proceedings. 

III.

Jo Anna also argues that the district court erred by granting summary judgment

because no relief based on unjust enrichment may be had when a party has another

remedy at law. This presents a serious question that we need not resolve at this time

because we remand the case for further consideration. Nonetheless, we point out the

following regarding the unjust enrichment claim, which should be considered by the

district court on remand. 

3

Although we need not address Jo Anna’s arguments regarding the damages

award, we note that there is no basis to award the government $526,022.13, for any

successful claim against Jo Anna. In the complaint, the government requested

damages in the amount of the “value of the transfers.” The record demonstrates that

Jo Anna received $450,000 from Fred. The record also shows that she returned

$32,500 to Fred from the Hook ‘N Horn account, bringing her receipts to $417,500. 

Any judgment for more than $450,000 would seem to be unjustified.

Furthermore, should any judgment be entered against Jo Anna as this litigation

proceeds, we seriously question whether Hook ‘N Horn can be held jointly and

severally liable as Jo Anna’s alter ego. The fact emphasized by both the government

and the district court in its alter ego analysis—that Hook ‘N Horn operated the same

both before and after incorporation—seems not only innocuous but entirely irrelevant

to the factors that bear on alter ego liability.

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In Minnesota,4

 “[a] party may not have equitable relief where there is an

adequate remedy at law available.” ServiceMaster of St. Cloud v. GAB Bus. Servs.,

Inc., 544 N.W.2d 302, 305 (Minn. 1996). Unjust enrichment is an equitable remedy. 

Thus, “[r]elief under the theory of unjust enrichment is not available where there is

an adequate legal remedy or where statutory standards for recovery are set by the

legislature.” Southtown Plumbing, Inc. v. Har-Ned Lumber Co., 493 N.W.2d 137, 140

(Minn. Ct. App. 1992). This principle has often been applied by the Federal District

Court for the District of Minnesota. See, e.g., Cummins Law Office, P.A. v. Norman

Graphic Printing Co., 826 F. Supp. 2d 1127, 1132 (D. Minn. 2011) (Kyle, J.)

(“Minnesota courts repeatedly have held that the availability of statutory claims

(whether state or federal) will preclude the assertion of an unjust-enrichment or other

equitable claim seeking the same relief.”); Maranda v. Grp. Health Plan, Inc., No. 07-

4655, 2008 WL 2139584, at *3 (D. Minn. May 20, 2008) (Doty, J.) (dismissing

unjust enrichment claim because plaintiffs had adequate legal remedies in the form of

state and federal FLSA claims); Arena Dev. Grp., LLC v. Naegle Commc’ns, Inc., No.

4

In its brief to this court, the government argued that we can affirm the grant of

summary judgment on the grounds of federal common law, should we conclude that

Minnesota law does not support the unjust enrichment award. This argument is

without merit. The United States Supreme Court has explained that federal common

law only applies in areas involving uniquely federal interests. Boyle v. United Tech.

Corp., 487 U.S. 500, 504 (1988). These areas include “obligations to and rights of the

United States under its contracts,” “civil liability of federal officials for actions taken

in the course of their duty,” and “civil liabilities arising out of the performance of

federal procurement contracts.” Id. at 504-06. This case does not touch any of those

areas. Furthermore, even if there were uniquely federal interests in this case, federal

common law applies only when “there is a significant conflict between some federal

policy or interest and the use of state law. O’Melveny & Myers v. FDIC, 512 U.S. 79,

87 (1994) (internal quotation and citation omitted). For federal common law to apply,

the government would need to identify “a specific, concrete federal policy or interest

that is compromised by [state] law.” Id. at 88. The government failed to identify any

such conflict in this case. Therefore, federal common law does not apply and instead

we apply Minnesota law.

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06-2806, 2008 WL 1924179, at *5 (D. Minn. April 29, 2008) (Montgomery, J.)

(dismissing an unjust enrichment claim because a Minnesota fraud statute provided

an adequate remedy at law); Levine v. N. Am. Mortg., No. 98-556, 2000 WL

34494823, at *5 (D. Minn. May 17, 2000) (Tunheim, J.) (concluding that the plaintiff

could not maintain an unjust enrichment claim because he had an adequate remedy at

law under the Real Estate Settlement Procedures Act); Johnson v. Res. Bancshares

Mortg. Grp., No. 972378, 2000 WL 34424097, at *2 (D. Minn. May 15, 2000) (Frank,

J.) (concluding that the plaintiff’s claim for unjust enrichment failed because they had

an adequate remedy at law); Grp. Health Plan, Inc. v. Philip Morris, Inc., 68 F. Supp.

2d 1064, 1070-71 (D. Minn. 1999) (Magnuson, J.) (concluding that unjust enrichment

was unavailable to the plaintiffs because they had a subrogation remedy at law, even

if they did not assert it).

In this case, it appears that adequate remedies at law were available to the

government. The government pleaded claims under both the Minnesota Fraudulent

Transfer Act and the Federal Debt Collection Procedure Act. Courts have often found

that fraudulent transfer statutes are an adequate legal remedy which displace unjust

enrichment claims. See, e.g., Kelley v. Coll. of St. Benedict, 901 F. Supp. 2d 1123,

1132 (D. Minn. 2012) (concluding that the Minnesota Fraudulent Transfer Act is an

adequate remedy at law which precludes unjust enrichment recovery); Arena

Development, 2008 WL 1924179 at *5 (same). The government offered no indication

in its brief to this court that the fraudulent transfer statutes are not an adequate remedy

at law. And, the government sought the exact same damages under both the statutory

and equitable claims—the government did not seek any relief in equity which it could

not obtain under the statutory claims. Furthermore, the fraudulent transfer statutes are

an adequate remedy at law even if recovery under these statutes is time-barred. See

Laitinen v. Per Mar Sec. & Research Corp., No. 11-3120, 2012 WL 695897, at *4 (D.

Minn. March 5, 2012) (“Although this relief may be time barred by the applicable

statute of limitations, such a fact does not affect an unjust enrichment analysis.”);

Johnson, 2000 WL 34424097 at *2 (concluding that an adequate statutory remedy

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precluded unjust enrichment recovery, even though the statute of limitations had run

on the statutory claim).

Although a body of case law says unjust enrichment recovery may not be had

where a party has an adequate legal remedy, the government argues it can get around

this restraint by pleading and pursuing unjust enrichment and the adequate legal

remedy simultaneously. The government argues that a party is only precluded from

recovering under a theory of unjust enrichment if it failed to pursue the existing

adequate remedy at law. Thus, the government argues that because it pleaded and

pursued both equitable and legal claims, it was entitled to recover under unjust

enrichment. 

It is true that some district courts are unwilling to dismiss an unjust enrichment

claim at the pleading stage despite the existence of an adequate legal remedy, because

the federal rules allow for the pleading of claims in the alternative. See, e.g., United

States v. R.J. Zavoral & Sons Inc., 894 F. Supp. 2d 1118, 1127 (D. Minn. 2012)

(declining to dismiss an unjust enrichment claim at the time because “at a minimum,

the Government may maintain [unjust enrichment] as alternative claim for relief”

under the federal rules); Marty H. Segelbaum, Inc. v. MW Capital, LLC, 673 F. Supp.

2d 875, 880 (D. Minn. 2009) (declining to dismiss an unjust enrichment claim, noting

that “at this stage in the litigation, plaintiff is permitted to pursue alternative theories

that would provide remedies at law and equity”). But the issue here is not one of

pleading. The government also accurately notes that some cases have emphasized a

plaintiff’s failure to pursue the adequate legal remedy when dismissing unjust

enrichment claims. See, e.g., Cummins Law Office, 826 F. Supp. 2d at 1132

(“Moreover, here it is not simply the existence of a statutory remedy that bars

Cummins’s equitable claims, but also its failure to avail itself of that remedy.”) But

despite courts’ occasional emphasis of the failure to pursue a legal remedy, it is the

existence of an adequate legal remedy that precludes unjust enrichment recovery. 

District courts routinely dismiss unjust enrichment claims where the plaintiff pleaded

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and pursued both equitable and legal claims simultaneously, as well as where the

plaintiff failed to pursue adequate legal remedies. See, e.g., In re Viagra Prods. Liab.

Litig., 658 F. Supp. 2d 950, 968-69 (D. Minn. 2009) (explaining that the plaintiffs’

unjust enrichment claim failed due to the existence of an adequate legal remedy where

the plaintiffs also pleaded tort claims). It should make no difference that the

government pleaded and pursued its statutory claims in this case. It would be

anomalous to allow unjust enrichment recovery, despite law to the contrary, merely

because the plaintiff fashioned the pleadings a certain way. But all matters relating

to the unjust enrichment claim are for the district court’s further consideration on

remand.

We reverse and remand for further proceedings consistent with this opinion. 

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