The Honorable Richard G. Kopf, United States District Judge for the District 1 of Nebraska, sitting by designation. United States Court of Appeals FOR THE EIGHTH CIRCUIT

___________ No. 97-3432

___________ Opus Corporation, * a Minnesota corporation, * * Plaintiff - Appellant, * * Appeal from the United States v. * District Court for the * District of Minnesota. International Business Machines * Corporation, a New York corporation, * * Defendant - Appellee. *

___________ Submitted: March 12, 1998 Filed: April 20, 1998

___________ Before BEAM and HEANEY, Circuit Judges, and KOPF, District Judge. 1

___________ KOPF, District Judge.The Honorable Michael J. Davis, United States District Judge, adopting th e 2 re port and recommendation of the Honorable Raymond L. Erickson, United State s Magistrate Judge. -2- Opus Co rporation (Opus) appeals from the district court’s decision to gran t 2 summary judgment in favor of International Business Machines Corporation (IBM).Magistrate Judge Erickson authored a 77-page repor t and recommendation, and 3 Judge Davis wrote a 24-page opinion adopting the report and recommendation. -3- Opus presents two issues on appeal: (1) Did the district court err when it construed “all recourse obligations” to mean secondary obligations, and (2) Did the district court err in granting summary judgment on Opus’s claim that IBM breached its fiduciary duty as managing partner? After careful consid eration, we conclude that the district court’s decision was correct and we affirm. I. Background

Because we have the benefit of two thoughtful and thorough opinions by th e district court, the background of this matter will be stated summarily. In essence, this

3 is a breac h of contract case involving a limited partnership agreement. The parties to the limited partnershipagreement are Opus and IBM. It is undisputed that Minnesota law applies.
A. The Recourse Issue

T he purpose of the limited partnership was to construct and rent a 50-floo r office building known as “First Bank Place.” The partners intended to erect a prominent office building in downtown Minneapolis. Opus was the so le limited partner with a 10-pe rcent partnership interest. IBM was the sole general partner with a 90

- percent interest. At its inception, the partnership was thinly capitalized; that is, IBM contributed only $90,000 of capital and Opus contributed $10,000.
BothOpus and IBM agreed to do a variety of things to accomplish the goal of building and developing “First Bank Place.” For example, IBM agreed to raise th e large sums of money needed to construct what was intended to be a fancy building.-4-

IBM also agreed to rent 275,000 square feet of space in the new building for an agreed price. As for financing, IBM guaranteed full payment by the partnership of the pr incipal andinterest on more than $325 million to be used for construction. IBM als o guaranteed that the partnership would complete construction of the buildin g. Regarding this completion

guaranty, Opus agreed to indemnify IBM to the extent of one-third of IBM’ s liability if the partnership failed to complete construction and IBM was called to honor its guaranty of completion.

For its part, Opus became the general contractor and leasing agent for th e project. An Opus affiliate became the property manager. Opus hoped to make millions of dollars from these sep arate roles. Neither IBM nor the partnership had any right to these earnings. In a letter of intent, Opus agreed with IBM that, as c onsideration for the benefits Opus was deriving from the deal, Opus would take over other leases from a prospective “anchor tenant” so the tenant could move into the new building. The prospe ctive tenant
was First Bank. As a result, Opus entered separate negotiations with First Bank. In the en d, Opus agreed with First Bank that Opus would take over First Bank’s othe r leases so First Bank could move into the new building. Opus hoped to make as much as $38 million by subleasing First Bank’s old space. Everyo ne agrees that neither IBM nor the partnership would have shared in that profit. No agreement between IBM and Opus imposed upon IBM or the partnership a ny liability--direct or indirect--for the First Bank leases Opus took over. However, to give Op us a tax break, after Opus completed its negotiations with First Bank, som e payments made by Opus to First Bank were funneled through the partnership.IBM called for $4,718,600. Opus’s share was $471,868. 4 -5- In their capacities as partners, IBM and Op us understood there might be a need foraddi tional partnership capital in the future. Thus, they agreed that under certai n circumstances the general partner, IBM, could “call” for the partners to contribute more money. If a partner, like Opus, failed to contribute its share of additional capital, IBM
co uld “cram down”; that is, IBM could pay the capital Opus failed to pay, and tak e over Opus’s interest in the partnership. If the “cram down” took place, the part ies agreed that “the Contributing Partner shall (x) assume and indemnify the Non-Contributi ng Partner and its affiliate(s) against all r ecourse obligations of the Non-Contributing partner . . . in connection with Par tnership business . . . .” (Art. 3.2(f) Amended and Restated Limited Partnershi p Agreement; Opus App. at 342-43.) Specifically listed as “recourse obligations” were IBM’s guaranty of construction financing, IBM’s guaranty of completion, Opus’ s indemnity agreement with IBM regarding IBM’s completion guaranty, and “any other
reco urse obligation on third-party loans.” ( Id. ) Opus’s agreements with First Ban k were not described as “recourse obligations.”
As the perceptive reader might predict, the real estate market in Minneapoli s collapsed, IBM made a capital call, Opus refused to meet the c all, and IBM “crammed 4 down” on Opus. Opus then made a demand on IBM to reim burse Opus for the money it had paid First Bank regarding the leases on the old First Bank space. Noting that it had lost over $80 million on the project and that it continued to be obligated to pay rent on 275,000 square feet of space at higher than market rates, IBM refused to honor Opus’s indemnity demand. IBM asserted that Opus’s payments t o Fi rst Bank were not “recourse obligations of the Non-Contributing partner i n connection with Partnership business.” B. The Fiduciary Duty Issue-6-

Opus argues t

hat IBM, in its capacity as general partner, breached its fiduciary duty t o Opus. Opus’s original claim was based on a conspiracy allegation. In it s amended complaint, Opus asserted that:
At some time u nknown to Opus, either before or shortly after the parties entered into the Partnership Agreement, IBM conspired with the parties and its affiliated corporations and undertook a series of covert actions that were designed to eliminate Opus as a partner and damage or defeat Opus' partnership interest. (Am. Compl. ¶ 7; Opus Addendum to Br. at 58.)
After the mo tion for summary judgment was filed, Opus essentially abandoned its conspir acy claim. Instead, Opus defended the motion for summary judgment b y contending that various acts or omissions of IBM constituted a breach of f iduciary duty.

It is undi sputed that both Opus and IBM are very sophisticated companies

. IBM, of course, is well known. While not as famous as IBM, Opus is a knowledgeable real estate developer. In fact, one commentator described Opus as “on its way t o becoming Minneapolis’ king of office dev elopment.” (Patrick Boulay, Opus Eyes the Crown , F

REEWAY N EWS (June 15, 1988; IBM App. at 992-93.) Each company hoped to earn millions of dollars from their association.
The two sophisticated parties engaged equally sophisticated negotiators an d lawyers to help them agree on each of the many questions raised by the formation of the partnership and

the related business ventures. In fact, it took over a year to arrive ata final draft of the partnership agreement. When the partners eventually signed it, the agreement was 94 pages long. It also contained numerous explanatory exhibits.-7-

Among many other things, the partners ag reed that IBM would generally have
no liabili ty to Opus if IBM made “mistake[s] in judgment.” (Art. 5.9 Amended an d Restated L imited Partnership Agreement; Opus App. at 375-76.) In particular, the y agreed that IBM would have no liab ility to Opus for mistakes in judgment unless IBM intenti onally violated the agreement, was “grossly negligent,” or engaged in “willfu l neglect.” ( Id. ) Specifically, the partners agreed that the following“business judgment” rule would govern them: The Managing General Partner and the Part ners shall perform their duties under t his Agreement with ordinary prudence and in a manne r charact eristic of business persons in similar circumstances. However , neither the Managing General Partner nor any other Partner sh all have any liability whatsoever to the Partnership or to any Partn er for loss caused by an yact or by the failure to do any act if the loss suffered by th e Pa rtnership or such Partner arises out of a mistake in judgment by th e Managi ng General Partner or such Partner, as the case may be or if th e Managing General Partner or such Partner, as the case may be, in goo d fait h, determined that the action giving rise to the loss was in the bes t interes ts of the Partnership; provided, however, that such exculpatio n from liability sh all not apply to any intentional violation of the terms and provisions of this Agreement, nor shall it apply to any liability for los s caused by any act or by the failure to do any act which arises out of the gross n egligence or willful neglect of the Managing General Partner o r such Partner, as the case may be. ( Id. )
II. Discussion
We first examine the district court’s dec ision that summary judgment should be gra ntedfor IBM because Opus’s obligations to First Bank were not “recours e obli gations of the Non-Contributing partner [Opus] in connection with Partnershi p business.” We then examine the district court’s decision that summary judgmen t should be granted in favor of IBM on Opus’s breach of fiduciary duty claim.-8- A. Standard of Review In reviewing the district court’s dec ision to grant summary judgment, we follow well-known rules. We have previously described those rules this way:

In reviewing a district court's grant of summary judgment, thi s court applies the same standard as the district court applied, without givin g de ference to the court below. Osborn v. E.F. Hutton & Co. , 853 F.2 d 616, 618 (8th Cir.1988). A court should grant a summary judgmen t motion if the full record discloses that there is no genuine iss ue of material fact, and the moving party is entitl ed to judgment as a matter of law. See Fed.R.Civ.P. 56(c); Osborn , 853 F.2d at 618. The non-moving par ty must establish significant probative evidence to prevent summary judgment

. Id. In addition, the court must give the benefit of all favorable factua l inferen ces to the party opposing summary judgment. Simmons v

. Diamond Shamrock Corp. , 844 F.2d 517, 519 (8th Cir.19 88). In a trilogy of cases, the Supreme Court established that the Rule 56 motion should be in terpreted to accomplish its purpose of disposing of factuall y uns upportedclaims. Also, the trial judge's function is not to weigh th e evidence and determine the tr uth of the matter, but rather, the judge must de termine whether there is a genuine issue for trial. See Anderson v

. Liberty Lobby, Inc. , 477 U.S. 242, 249, 106 S.Ct. 2505, 2510, 9 1 L.Ed.2d 202 (1986); Celotex Corp. v. Catret t , 477 U.S. 317, 323-24, 106 S.Ct. 2548, 2552-53, 91 L.Ed.2d 265 (1986); Matsushita Elec. Indus. v. Zenith Radio Corp. , 475 U.S. 574, 586-87, 106 S.Ct. 1348, 1355-56, 89 L.Ed.2d 538 (1986). Johnson v. Enron Corp. , 906 F.2d 1234, 1237 (8th Cir. 1990). (Beam, J.)

We emphasize that summary judgment is prohibited only when material facts
are genuinely in dispute. The Supreme Court has said:-9-

[T]he mere existence of some alleged fac tual dispute between the parties will n ot defeat an otherwise properly supported motion for summary judgment; the requirement is that there be no genuine issue of materialThe c ourt held that the contract was not ambiguous because the language was 5 not reasonably susceptible to more than one construction. See , e.g. , In Re Hennepin County 1986 Re cycling Bond Litig. , 540 N.W.2d 494, 498 (Minn. 1995). Whether a contract is ambiguous p resents a question of law, and normally the court must resolve tha t question without resort to extrinsic evidence. Id. We agree that the provision at issue is not ambiguous. -10- fact . . . . Only disputes over facts that might affect the outcome of th e suit under the governing law wil l properly preclude the entry of summary judgment.
Anderson , 477 U.S. at 247-48. B. The Meaning of “Recourse”
The dis trict court believed the words “recourse obligation,” in the context o f article 3.2(f) of the part

nership agreement, meant an obligation secondarily owed by a par tner because of the partnership’s primary liability to pay the obligation. Since the partnership was never obligated to pay the First Bank lea ses, the district court held that such obligations were not “recourse obligations” of Opus. Rather, the First Ban k liabili ties were direct obligations of Opus to First Bank. As a result, the indemnity provision of article 3.2(f) did not apply. The district court reached this conclusion by applying three Mi nnesota principles of construction. We agree with the district court that the following principles of law apply. First, the construction and effect of an agreement raise qu estions of law. Turner
v. Alpha P hi Sorority House , 276 N.W.2d 63, 66 (Minn. 1979). Second, “th e 5 fundamental approach

. . . is to allow the intent of the parties to prevail.” Id. Finally, courts must avoid an interpretation that would render a provision meaningless

. Chergosky v. Crosstown Bell, Inc. , 463 N.W.2d 522, 526 (Minn. 1990).-11-

The district court had many reasons for its decision. Those reasons can b e su mmarized

as follows: (1) some dictionary definitions supported the court’ s construction; (2) Opus’s construction of the words would render a term superfluous; (3) the agreement gave examples of recourse obligations and Opus’s obligati ons to First Bank did not fit those examples; and (4) Opus’s construction of the words woul d create the bizarre result that Opus could ignore a capital call yet be indemnified for all expenses ( from postage to legal bills) associated with the business of the partnership.
1. Opus argues that the district court’s construction is too narrow. Instead, Opus insis ts the words “recourse obligation” of a partner really mean “any obligation” of a partner if it is “in connection with the Partnership business.” Op us asserts that it would not have entered the partnership if it had known i t could suffer a “cram down” and still have to pay First Bank.

We di sagree with Opus for all the reasons carefully articulated by the distric t court. Tw o points in particular persuade us that Opus’s arguments are without merit. Initially, under Minnesota law we are obligated to avoid a contract interpretation that would render a provision of the co ntract meaningless. Chergosky , 463 N.W.2d at 526 (“Because of the presumption that the parties intended the language used to have effect, we will attempt to avoid an interpretation of the contract that would render a pro visionmeaningless.”) See also Santillan v. Martine , 560 N.W.2d 749, 751 n. 1 (Minn. App. 1997); Carlson Real Estate Co. v. Soltan , 549 N.W.2d 376, 379 (Minn. App. 1996). Consequentl y, we must attempt to give meaning to the word “recourse”; Minnesota law does not permit us to ignore the word.
If we assume that “recourse” has a meaning, then it is evident that “recourse ” limits the reach of the word “obligations.” In other words, IBM does not have a-12-

responsi bility to indemnify Opus for “obligations”; IBM has a responsibility t o indemnify Opus for “ recourseobligations.” Interpreting “recourse obligat ions” to mean “any obligations,” and not solely those obligations flowing from the partnership to a partner, makes the word “recourse” superfluous. Secondly, the partnership agreement specifically lists examples of the types of obligations considered “recourse.” Fo r example, listed as a “recourse obligation” was IBM’s completion guaranty and Opus’ s indemnity agreement with IBM regarding that guaranty.
These examples describe situations where liability flows from the partnership, as the primary obligor, to the partner, as the secondarily liable party. In these situations the partner has no liability unless the partnership first negotiates and incurs a liability. As a result, obligati ons that are direct, like Opus’s obligations to First Bank, are not a

“ reco urse obligations” contemplated by the indemnity provision of the partnershi p agreement.
2. Opus tries to avoid the force of the district court’s reasoning by makin g numerous arguments. While we compliment Opus for the quality of its advocacy, we reject each of those arguments. In fact, we find it unnecessary to engage i n an extended discussion of them. However, four of Opus's arguments warrant a brief response. Opus argues case law and dictionary definitions can be found that in the abstract support its construction of the word “recourse.” While we do not dispute Opus’ s assertion, it is not persuasive. The question here is the meani ng of the word “recourse” in a pa rticular section of a particular partnership agreement. We are not moved b y definitions wrenched from one context and grafted onto another. See, e.g. , Republic Nat’l Ins. Co. v. Lorraine Realty Corp. , 279 N.W.2d 349, 354 (Minn. 1979) (“IntentOpus admits IBM was not a party to the other agreements with First Bank. 6 -13- is ‘ascertained, not by a process of dissection in which words or phrases are isolated fromthe ir context, but rather from a process of synthesis in which the words an d phrases are given meaning in accordance with the obvious purpose of the . . . contract as a whole.’” (quoting Cement, Sand & Gravel Co . v. Agricultural Ins. Co. , 225 Minn. 211, 216, 30 N.W.2d 341, 345 (Minn. 1947))). Op us also contends that the listed examples of “recourse” obligations in th e partner ship agreement are really “direct” obligations. Opus claims that some IB M guarantees issued to third parties characterized those obligation s as “direct” obligations to the creditors. Hence, Opus argues that the First Bank obligations are just like th e IBM guaran tees. This argument fails to recognize, however, that in the guaranty situation the partner has no liability to the creditor unless the partn ership first negotiates and in curs liability to the creditor. This is not true with Opus’s obligations to Firs t Bank. In addition, Opus asserts that the “First Bank West” agreement directlyobligated the partnership to First Bank. Thus, Opus argues that the indemnity provision ought 6 to apply to all the First Bank agreements because the district court’s interpretation of th e word “recourse” is inconsistent with the structure of the “First Bank West ” agreement. In other words, Opus argues that the partnership was primarily liable t o First Bank at least insofar as the “First Bank West” situation was concerned, and, as a result, “recourse” cannot mean what the district court said it did. We disagree. After Opus completed its separate negotiations with First Bank, and to gi ve Opus
a tax advantage, the partnership, at Opus’s request, agreed to act as a conduit fo r payments to First Bank on the “First Bank West” obligations. Accordingly, th e partnership and First Bank executed a “reimbursement agreement” pursuant to which-14-

the partnership paid First Bank $1,526,762. This payment was made to First Bank to reimburse First Bank for up to one-half the cost of buying out the bank’s leases inWe a lso believe the evidence fails to prove Opus’s claim that both Opus an d 7 IBM originally understood article 3.2(f) encompassed Opus’s obliga tions to First Bank. -15- “Firs t Bank West.” The partnership agreement, in turn, provided that Opus woul d make an equal cash contribution to the partnership so the partnership could pay First Bank.
The structure of the “First Bank West” deal does not change the fundamenta l character of the relation ship between First Bank and Opus. Opus expected to and did deal separately and directly with First Bank. Withou t IBM, Opus and First Bank made their own deal, a deal that included “First Bank West.” Moreover, if profits were to be made from Opu s’s agreement with First Bank, Opus had no responsibility to share them with IBM. The accommodation to Opus by the partnership, wherein th e partnership ser

ved as a conduit for a payment to First Bank, does not alter the reality of Opus’s direct relationship with First Bank. Accordingly, the “First Bank West ” transaction is consistent with the district court’s interpretation of the word “recourse.” Opus further argues that the testimony of various Opus representative s demonstrates that Opus and IBM intende d article 3.2(f) to apply to Opus’s obligations to Firs t Bank. There is a simple answer to this assertion. When the language in a n agre ement is unambiguous, there is no normally no need to use parole evidence. See In Re Hennepin County 1986 Recycling Bond Litig. , 540 N.W.2d at 498 (stating “[t]he court generally does not consider extrinsic evidence when determining contractua l ambig uity”). Parole evidence was unnecessary because the terms of the agreemen t were not ambiguous. 7

In summa ry, the district court’s interpretation of article 3.2(f) was correct; that is, article 3.2(f) means that an oblig ation secondarily owed by a partner because of the partnership’s primaryliability to pay the obligation is the subject of indemnification if there is a “cram down.” Therefore, IBM had no obligation to indemnify Opus for the First Bank obligations since those obligations were direct obligations for which the-16-

partnership had n o liability. As a result, the district court’s decision to grant summary judgment to IBM will be affirmed. C. Fiduciary Duty The business judgment

rule adopted by the parties is the “prism” through which the breach of fiduciary duty claim must be judged. Washington Bancorporation v. Said , 812 F. Supp. 1256, 1267-71 (D. D.C. 1993) (ap plying the “business judgment rule” for purposes of summary judgment regarding gross neglige nce and breach of fiduciary duty claims asserted against bank directors and stating the plaintiff’s allegations “did no t overcome the presu mption inherent in the business judgment rule” (quoting Anderson , 477 U.S. at 247-48)). See also Bane v. Ferguson , 890 F.2d 11, 14 (7th Cir. 1989 ) (where a pa rtnership was forced to dissolve, causing a termination in the retiremen t benefits of a retired partner, dismissal of fiduciary duty claim would alternatively b e upheld under the “business judgment rule”). (Posner, J.) When we look through th e “business judgment” prism, it is apparent no reasonable finder of fact could conclude that IBM breached its fiduciary duty as a general partner.
1.
Before turning to Opus’s specific arguments, we address two general issues

. Opus cl aims the business judgment rule is irrelevant to a fiduciary duty claim unde r Minnesota

law. Opus further asserts, at least in its complaint, that “either before o r shortly after the parties entered into the Partnership Agreement, IBM conspired with the parties and its affiliated corporations and undertook a series of covert actions that were designe d to eliminate Opus as a partner and damage or defeat Opus' partnershi p interest.” We disagree that the “business judgment” rule is irrelev ant under Minnesota law. Minnesota law grants equally sophisticated partners the right to place in their equallyWe do not wish to be misunderstood. The “business judgment rule” adopted 8 by the parti es does not eliminate IBM’s fiduciary duties. The rule does, however , provide a contractually stipulated backdrop against which IBM’s actions ar e appropriately judged. -17- sophisticated limited partnership agre ement a “business judgment rule” that defines the
con text against which the ever-present fiduciary duty of the partners will be judged

. See, e.g. , Minn. Stat. 322A.33 (a general partner of a l imited partnership “has the rights and po wers and is subject to the restrictions” of “the partnership agreement” and th e statutes); Minn. Stat. § 323.17 (stating the “rights and duties of the partners i n rel ationship to the partnership” are “subject to any agreement between them”) ; Appletree Square I v. Investmark, Inc. , 494 N.W.2d 889, 893 (Minn. App. 1993 ) (stating while partners are not free to destroy the fiduciary character of a partnership, “[p] artners may change their common law and statutory duties by incorporating suc h changes i n their partnership agreement”); Midland Nat’l Bank v. Perranoski , 29 9 N.W.2d 404, 412-13 & n.10 (Minn. 1980) (stating for partnerships th e “fiduciary’s duty must be defined with reference to the experience and intelligence of the person to whom the duty is owed” and holding that experienced investor-partners are presumed to have read the ir partnership agreement). See also Cmt., Elisa Feldman, Your Partner’ s Keep er: The Duty of Good Faith and Fair Dealing Under the Revised Uniform Par tnership Act , 48 SMU L. Rev. 1931, 1955-56 (1995) (collecting and discussin g cases that apply the business judgment rule to partnerships). 8
In addition, we find no ev idence that would permit a reasonable finder of fact to conclude IBM “conspired” with anyone to harm Opus. In fact, we note that when one of IBM’s consult ants suggested Opus be removed as a leasing manager, IBM refused. The absence of such evidence explains why Opu s tacitly elected to drop the conspiracy claim alleged in its compla int when it was confronted with IBM’s motion for summary judgment. Instead of relying on the conspiracy theory, Opus pursued a strategy o f attackin g other alleged acts or omissions of IBM alone. We now turn to thos e additional arguments.-18- 2. Opus claims IBM breached its fiduciary duty because: (1) IBM mismanaged the project ; (2) IBM engaged in “self-dealing”; (3) IBM failed to disclose materia l partnership information; and (4) I BM used “abrasive and intimidating tactics.” For all the reasons set forth in the detailed opinions of the district court , we agree that summary judgment was appropriately granted on these claims. Again, while a few observations are in order, a detailed discussion of the issues is unnecessary.

It must be remembered that Opus was not merely a limited partner. On th e contrary, Opus was the general contractor and leasing agent, and one of its affiliates was the property manager. In

these separate capacities, IBM owed Opus no fiduciary duty as a partner. Moreover, in these capacities Opus admittedlyhad access to vast amounts of information. In fact, Opus sometimes had information needed by IBM. Still further, becau se of these roles, Opus participated in many important decisions regarding th e project. We stress, therefore, that this case does not present a situation where a n “absentee l imited partner” with almost no way to inform and protect itself is allegedly sub jected to overreaching by a general partner. That said, we briefly discuss Opus’ s claims.
Withregard to the “mismanagement claim,” Opus fell far short in presentin g evidence that IBM was “grossly negligent,” and “gross negligence” was the standard the partners picked when they wrote the “business judgment rule.” For example, th e employment of allegedly inexperienced people, o r the alleged failure to reduce rents, or the claimed failure to secure a lon g-term lender, or the alleged desire to erect an overly fancy building do not amount to gross negligence when, as here, it is undisputed tha t IBM devoted vast amounts of time, talent, and money to the project. See, e.g. , High v. Supreme Lodge of the World , 214 Minn. 164, 170, 7 N. W.2d 675, 679 (Minn. 1943) (stating gross negligence is “[n]egligence of the highest degree”). Perhaps IBM made mistakes, but no reasonable finder of fact could decide it was grossly negligent.-19-

Regarding the “self-dealing” claim, there is nothing but speculation to support it. Giventhe staggering losses sustained by IBM, Opus cannot show that IBM deprive d it of a “benefit” or “profit,” and such a showing is critical to that cl aim. See, e.g. , Minn. Stat. § 32 3.20 (stating a partner is accountable as a “fiduciary” for “benefits” an d “profits” belonging to the partnership). Opus claims IBM did not give it “material” information, thus breaching it s fiducia ry duty of disclosure. See, e.g. , Appletree Square I. v. Investmark, Inc. , 49 4 N.W.2 d at 892-93 (failure of general partners who sold building to limited partners to disclose presence and danger of asbestos amounted to breach of fiduciary dut y precluding summary judgment (ci ting Minn. Stat. § 322.28(2))). We assume, as Opus clai ms, that IBM failed to give Opus information such as internal financial documents and information concerning IBM’s dealings with two consultants. Nevertheless, this informatio n showed what Opus already knew; that is, the documents revealed that the partnership wa s going to need more money and Opus was obligated to provide capital if a call for capital was made. Simply stated, the information was not “material” as a matter o f law because there was no showing that Opus would have done anythin g differ ently had it possessed information that only confirmed what it knew as an active partic ipant in the project. Accordingly, no breach of a fiduciary duty can arise from a partner’s failure to provide information that was not “material.” Finally, Opus claims IBM employees engaged in “abrasive and intimidatin g tactics” that breached IBM’s fiduciary duty to Opus. For exa mple, Opus points out that an IBM employee “read the riot act” to Opus’s chi ef executive. We assume that where
one pa rtner is weak and the other is strong, “abrasive and intimidating tactics” ma y breac h a fiduciary duty. See Evans v. Blesi , 345 N.W.2d 775, 778-80 (Minn. App

. 1984) (holding that a “partner” in a closely held corporat ion breached his fiduciary duty to the othe r “partner” by the tactics he used to obtain control of the corporation ; “partn er” shouted, slammed the door, and threatened to dissolve the corporation; th e abused “partner” suff

ered from “high blood pressure, very high anxiety and tremors in-20-

his hands ”). However, because of Opus’s significant strength, experience, an d kn owledge, no reasonable finder of fact could conclude that the tactics employed b y IBM amounted to a breach of fiduciary duty under Minnesota law.
III. Conclusion

In pains taking detail, the district court considered IBM’s motion for summary judgment and Opus’s defense to the motion. After carefully reviewing both the fact s and the law, and giving Opus the inferences due it, we are convinced that the distric t court correctly granted summary judgment. Accordingly, the district court’s decision granting summary judgment in favor of IBM is affirmed. A true copy.
ATTEST:
CLERK, U.S. COURT OF APPEALS, EIGHTH CIRCUIT.