This opinion will be unpublished and may not be cited except as provided by Minn . Stat. § 480A.08, subd. 3 (201 4 ).
STATE OF MINNESOTA IN COURT OF APPEALS A14
- 1516 Margaret Burrell Hall, successor in interest to Robert L. Hall, decedent,

Respondent,

vs. Barbara Jeanne Hall f/k/a Barbara Jeanne Barry, et al.,

Appellants, Cottages of Vadnais Heights, LLC,

Defendant.
Filed May 26, 2015 Affirmed in part, reversed in part, and remanded

R odenberg , Judge Ramsey County District Court File No. 62

- CV

- 12

- 8604 Joshua A. Hasko, John Harper, III, Molly R. Hamilton, Messerli & Kramer, P.A., Minneapolis, Minnesota (for respondent) Randall J. Pattee, Daniel J. Schwartz, Lance T. Bonner, Lindquist & Vennum LLP, Minneapolis, Min nesota (for appellants) Considered and decided by Chutich , Presiding Judge; Rodenberg , Judge; and Reyes , Judge

. U N P U B L I S H E D O P I N I O N RODENBERG , Judge Appellants challenge the district court’s grant of summary judgment determining that any transfer of uncertificated interests in a limited liability corporation ( LLC ) that2

may have happened in 1997 was contrary to the requirements of the Minnesota Limited Liability Corporation Act (MLLCA) and therefore invalid and its award of damages for distributions made since 2006 in disregard of respondent’s ownership interest in the LLC. Appellants also challenge the district court’s determination that the defense of equitable estoppel is not available to them, and conte nd that their due process rights were violated. We hold that there was no due process violation but reverse and remand on the remaining
issues.
FACTS Cottages of Va dnais Heights, LLC ( Cottages) owns and operates a 100

- un it senior housing complex (the Com plex). In 1995, Cottages was organized and t wo Operating Agreements were executed . The first established that transfer of membership interests

was to be controlled b y governing law unless a member ship control agreement specified
otherwise. The second li sted Robert Hall 1 as a 90% owner and his daughter, Barbara
Ha ll, as a 10% owner of Cottages. These interests were, and have remaine d,
uncertificated

. See Minn. Stat. § 336.8

- 102(a)(18) (2014) (defining an uncertificated share as “a security that is not r epresented by a certificate ”). Therefore, the only way of ascertaining which party owns what percentage of Cottages derives from member understanding and LLC records. See id. ; see also Bains v. Piper, Jaffray & Hopwood,
Inc. , 497 N.W.2d 263, 267 (Minn. A pp. 1993) ( “ [ a ]n uncertificated security ma y only exist in registered form

. R egistration, therefore, is essential to establish ownership of the uncertificated security.” (citations omitted ) , review denied (Minn. Apr. 20, 1993))

.

1 Robert Hall died in October 2014. Margaret Hall, his wife, represents his estate on appeal. We refer to Robert Hall by name and to his estate as “respondent

. ”3

There is no record evidence of any membership control agreements. When Cottages filed its first tax return in 1996 , Robert Hall was listed as a 51% owner and
Barbara Hall was lis ted as a 49% owner. No writing memorialize s how or when this change in ownership interests occ urred, but the parties have never disputed , and agree on appeal , that Robert Hall owned a 51% interest and B arbara Hall a 49% interest as of
1996. Shortly after Cottages was formed , Robert Hall ceded all management responsibilities to B arbara Hall. There after , Robert Hall had no involvement with the day

- to

- day operations of Cottages or the Complex.
Steven Arendt was the accountant for Cottages. Arendt testified in a deposition that, in 1997, he had a series of conversations with Robert Hall during which Robert Hall instructed Arendt to gift B arbara Hall and her children, appellants Grace Barry and Kevin Barry, Robert Hall’s 51% interest in Cottages. In 1997, Arendt prepared the K

- 1 tax
forms and other corporate tax forms for Cottages so as to reflect that Cottages was then
owned 60% by B arbara Hall, 20% by Grace Barry , and 20% by Kevin Barry , and that
Robert Hall then owned no interest in Cottages. All of the corporate tax forms from 1997
and later list this same division of ownership interests. Are ndt acknowledges that he is unaware of any other legal documents having been prepared or signed formalizing any transfer in 1997. And the corporate records continue to list Robert Hall as a 90% owner and Barbara Hall as a 10% owner.
Barbara Hall continu ed to manage Cottages after 1997 and she claims to have done so with the understanding that she and her children owned Cottages. She and4

Robert Hall had a falling

- out and did not communicate for years about details related to the ownership, management, or operation of Cottages. Cottages made distributions to
Barbara Hall and her children from 1997 forward and made no distributions to Robert Hall, consistent with the instructions Arendt claims to have received from Robert Hall. During a divorce proceeding i n 2010, B arbara Hall sought documentation to support her claim that her interest in Cottages was her non - marital property. B arbara Hall’s attorneys requested that Robert Hall prepare a memorandum explaining the nature
of B arbara Hall’s interest in Cotta ges. Robert Hall prepared a memorandum explaining that he owned a 51% interest in Cottages while B arbara Hall owned a 49% interest.
Robert Hall explained that his intention was to one day gift B arbara Hall his 51% interest , but that this gift “has yet to be accomplished.” Two years later, in January of 2012, B arbara Hall’s attorneys, at her request,
drafted documents that , upon execution , would assign Robert Hall’s 51% interest in Cottages to appellant s in conformity with the tax documents from 1997 forward . The
documents purported to retroactively transfer Robert Hall’s ownership interests to appellants effective in 1997. Robert Hall declined to sign the papers and denied that he had gifted his 51% interest to appellant s in 1997

. Other than the tax forms discussed above and B arbara Hall’s Unanimous Written
Action in 2013 discussed below , n o documents exist demonstrating or evidencing that
Robert Hall completed a gift of his 51% interest in 1997, or at any other time

. Cottages records similarly contain no recor d of an assignment of interests. B arbara Hall admitted
in her deposition testimony that Robert Hall never directly communicated to her his5

intention to gift his interest in Cottages

. The only evidence of a gift presented to the
district court was the sworn d eposition testimony of Arendt concerning Robert Hall’s instruction to him and the post

- 1997 tax records generated by Arendt based on that
instruction. In November of 2012, and despite the unresolved dispute over ownership inter ests in Cottages, B arbara H all signed refinancing and conv eyancing documents representing
that she and her children were the owners of Cottages. A few days later, Robert Hall commenced this litigation

. He sought a temporary r estraining order to stop B arbara Hall from consummating the contemplated transaction . Further, Robert Hall sought a declaration that he never transferred his interests in 1997 and that he mainta ined a 51% interest in Cottages. He also sought an accountin g , and claimed breach of contract, conversion, and violations of Minn. Stat. § 322B.373 and § 322B.376 (201 2 )

. 2 The parties stipulated to an injunction that lasted until August 2013.
In June 2013, both parties moved the district court for summary judgm ent. T he district court granted partial summary judgment for Robert Hall , concluding as a matter
of law that he never transferred his 51% interest in 1997 and that he remained the 51%
owner of Cottages. The district court denied Robert Hall’s motion for summary judgment on his breach of contract claim against Cottages ( which is not a party to this
appea l ), his breach of contract claim seeking monetary damages equal to the distributions paid by Cottages to Barbara Hall, Grace Barry, and Kevin Barry since 1 997, his
conversion claims, and his claim for an accounting. The district court held that there

2 The district court was using 2012 statutes. There have been no amendments to the relevant statutes between 2012 and 2014.6

remained genuine issues of material fact concerning those claims. The district court granted summary judgment for Robert Hall on his claims under Minn. Stat. §§ 322B.373 (granting a member of an LLC the “absolute right” to inspect business records) and 322B.376 (granting a member of an LLC a right to i nspect financial records)

. In granting partial summary judgment on the ownership issue , the district court

re asoned that any purported transfer of Robert Hall’s interest in Cottages in 1997 was ineffective because it was not executed according to the requirements of the MLLCA.
T he district court held that , under Minn. S tat. § 322B.313, subd. 2 (2012) , transfer of an
interest to a non

- member requires the unanimous written action of every member of the LLC, oth er than the assigning member . Therefore, B arbara Hall was required to memorialize the transfer as the only non

- assigning LLC member . Because ther e was no contemporaneous document expressing B arbara Hall’s consent to the transfer, the district court held that “nothing happened” as a matter of law. 3
T he district court held that the defense of equitable estoppel was not available to appellants becau se they did not plead equitable estoppel with particularity as required by
Minn. R. Civ. P. 9. Alternatively, the district court ruled that , had appellants adequately pleaded equitable estoppel , that claim would fail as a matter of law.

3 As discussed below, a ppellants submitted an affidavit with a “Unanimous Written Action of the Me mbers” (“Unanimous Written Action”) in July 2013, days before the hearing on the summary judgment motions. T he Unanimous Written Action state d,

“ Barbara [ Hall], as the only other member of the Company at the time of the 1997 Transfer

. . . in fact approved and consented to the 1997 Transfer at the time of the 1997 Transfer, and

. . . now wishes to formally memorialize, confirm and ratify her approval and consent to the 1997 Transfer and the admission of Kevin and Grace as members of the Com pany.” The district court held that the Unanimous Written Action was akin to a sham affidavit and declined to receive the document

.7

Appellants soug ht to immediate ly appeal to this court under Minn. R. Civ. App. P. 103.03(i) , but the district court denied certification. Appellants appealed that denial , and

we issued an order opinion denying the immediate appeal.
Afte r negotiation, Robert Hall agre ed to dismiss his breach of contra ct claim against Cottages and his claim for conversion . The parties waived a jury trial and submitted the remaining issues to the district court for resolution of all claims on a stipulation that there were no remaining f act issues. The district court held that, to the extent that Robert Hall sought damages for distributions made more than six years before commencement of the action, i.e. earlier than 2006, those claims for relief were barred by the six

- year statute of limitations. Minn. Stat. § 541.05, subd. 1(1)

- (2) (2014) The district court held that, for any distributions to have been made by Robert Hall in compliance with the MLLCA, B arbara Hall was required to “independently assess the merits of each individual distribution to members,” citing Minn. Stat. § 322B.54 (2012). Therefore, the district court held that claims arising from distributions accrued at the time each distribution was ma de

. Claims arising more than six years before the filing of the complaint were time

- barred , but the remaining claims for wrongful distribution were not time

- barred. And because the
district court had previously ruled as a matter of law that Robert Hall o wns 51% of Cottages, it concluded that he is entitled to recover for non - time

- barred, wrongful
distributions. Pursuant to the remedial powers available under Minn. Stat. §§ 322B.38 and .833 (2012) , the district court determined that Robert Hall is entit led to receive 51% of the8

Cottages distributions made since November 10 , 2006, $922,298.94. Judgment against appellant s was ordered in that amount plus prejudgment interest, statutory interest, costs
and d isbursements, and attorney fees. Appellants mov ed for a new trial . T hat motion was denied. This appeal followed.
D E C I S I O N
I. Summary Judgment
We review a grant of summary judgment de novo, determining “whether the district court properly applied the law and whether there are genuine issues of material fact that preclude summary judgment.” Riverview Muir Doran, LLC v. JADT Dev. Grp.,
LLC , 790 N.W.2d 167, 170 (Minn. 2010). We view the evidence in the light most favorable to the nonmoving party. Grondahl v. Bulluck , 318 N.W.2d 240, 242 (Minn. 1982).

a. Declaratory Relief
In count I of his complaint, Robert Hall sought a declaratory judgment that he
never transferred h is interest in Cottages in 1997

. I n count II, Robert Hall sought a declaratory judgment that he s t ill owns a 51% interest in Cottages. Appellants argue that Robert Hall’s declaratory claims are time

- barred because any such claims necessarily
accrued in 1 997 and are subject to a six

- year statute of limitations. The district court
concluded that the statute of limitations did not bar Robert Hall from bringi ng his claims for declaratory relief, but held that a six

- year period of limitations applied to his c laims for money damages pursuant to Weavewood, Inc. v. S & P Home Invs

. , LLC , 821 N.W.2d 576, 57 9

- 80 (Minn. 2012).9

Whether a statute of limitations bars an action is a question of law that we review
de novo. See Antone v. Mirviss , 720 N.W.2d 331, 334 (Minn. 2006). Courts have the power to “declare rights, status, and other legal relations.” Minn. Stat. § 555.01 (2014). A court’s power to issue declaratory relief is remedial and “is to be liberally construed and administered.” Minn. Stat. § 555.12 (2014) . Actions for declaratory judgment are “barred by an applicable statute of limitations to the same extent that the same cause of action would be barred in a nondeclaratory proceeding.” Weavewoo d , 821 N.W.2d at
577

. W e must therefore determine what substantive law governs the underlying claim in the declaratory action. Id. at 579.
A two

- year statute of limitations applies to actions brought against an LLC member who receives distributions made in violation of Minn. Stat. § 322B.54 (2014).
Minn. S tat. § 322B.55 (2014). The district court held that no violation of section 322B.54 occurred in this case, and the parties do not argue otherwise on appeal. The
MLLCA does not specify any other period of limitations. T herefore, the period of
limitations applicable to respondent’s declaratory judgment claims is provided by the six

year statute of limitations found in Minn. Stat. § 541.05, subd. 1 (2014).
Robert Hall consistently maintained , since at least 2010 and until his death , that he
never transferred his 51% membership interest in Cottages to appellants , by gift or
otherwise . If true, then the distributions made to appellants since 1997 in violation of Robert Hall’s ownership rights have constituted a wrongful conversion of his property, i.e. his membership interest. “Conversion is the wrongful exercise of dominion or control over the property of another.” Bates v. Armstrong , 603 N.W.2d 679, 682 (Minn. App.10

2000). “Conversion may be established by proof of actual misapprop riation, as by sale or consumption of the property.” Stebbins v. Martin , 121 Minn. 154, 157, 140 N.W. 1029, 1030 (Minn. 1913). T he underlying substantive law that forms the basis of respondent’s declaratory judgment action , then, is a claim for conversio n. See Weavewood , 821 N.W.2d at 579 (requiring reviewing courts to determine the underlying substantive law in claims for declaratory judgment in order to ascertain whether the claims are time

- barred). Viewing the evidence in the light most favorable t o appellants, as we must in reviewing the grant of respondent’s motion for summary judgment , there remains a genuine fact issue concerning whether a legally significant action took place in 1997 in the form of a gift from Robert Hall to appellants. Arendt testified that Robert Hall communicated to him in 1997 a present intention to gift his interest in Cottages to appellants. And , as the accountant for Cottages, Arendt consistently filed tax returns reflecting a consummated gift of Robert Hall’s interest in Cottages to appellants in 1997

. Robert Hall neither complained about nor inquired concerning his non

- receipt of distributions from Cottages until 2010 which, while not direct evidence of a gift in 1997, is consistent with a gift having been made then. And we must make reasonable inferences in appellants ’ favor concerning respondent’s dispositive motion. Grondahl , 318 N.W.2d at 242. There remains a fact issue concerning whether Robert Hall gifted his
interest in or about 1997 and was no longer an owner of Cottages

. However, as relates to the statute of limitations issues, this appeal comes to us
from the district court’s decision on cross - motions for summary judgment. W e therefore similarly view the evidence in the lig ht mo st favorable to respondent in analyzing the11

denial of appellants’ motion for summary judgment. So viewing the evidence, Robert
Hall maintained until his death that he made no gift, nor took any other legally significant
action concerning his ownership int erest in Cottages in 1997 . The corporate records reflect only Robert Hall and Barbara Hall as owners. T here is factual support in the
record for a finding that respondent still ret ains at least a 51% interest in Cottages. On this record, and despite the parties’ stipulation that there are no genuine issues of material fact, there remain unresolved and genuine fact issues material to the resolution of the competing claims. Whether or not a legally enforceable gift was made by Robert Hall to appellants in 1997 is material to determining whether respondent’s claims are barred by the statute of limitations. See Park Nicollet Clinic v. Hamann , 808 N.W.2d 828, 83 2 (Minn. 2011) (explaining that “ [a] cause of action accrues when all of
the elements of the a ctio n have occurred, such that the cause of action could be brought and would survive a motion to dismiss for failure to state a claim”). 4 If Robert Hall effectively (but perhaps imperfectly) gifted his 51% interest to appellants, then respondent’s claims for declaratory relief are barred by the six

- year statute of limitations
because those claims accrued in 1997 . However, if Robert Hall did nothing in 1997 to
express a present intent to Arendt to gift his 51% interest to appellants, th en each later distribution by B arbara Hall to appellants would be an i ndependent act of conversion.

4 Although not argued by appellant, we also observe that if , on remand , the district court finds as a fact that Robert Hall made a gift of his 51% interest in Cottages in 1997, then not only are his claims barred by the statute of limitations, but he also likely has no viable claims at all. Respondent advances no theory under which Robert Hall could have gifted his 51% intere st in Cottages in 1997 and yet successfully maintain an action for declaratory or other relief premised on the non

- occurrence of a gift. Appellants have only argued on appeal that respondent’s claims, if any, are barred by the statute of limitations. We therefore confine our analysis to the issues argued on appeal.12

See Bates , 603 N.W.2d at 682 (explaining conversion as a “wrongful exercise of
dominion or control over the property” ); Stebbins , 121 Minn. at 157, 140 N.W . at 1030 (stating that conversion is “actual misappropriation, as by sale or consumption of the property”). In that case, respondent’s c laims for money damages would be limited by the
six

- year statute of limitations, as the district court correctly reaso ned, with distributions wrongfully made and received more than six years before suit was commenced being
time

- barred.
Because the interests in this LLC are uncertificated shares, it is impossible to discern solely by reference to the corporate record s w hether a gift was intended and made
in 1997. This remains a genuine fact issue to be resolved. The district court determined that, as a matter of law , there was no gift in 1997. But it never resolved the residual question of whether Robert Hall made a g ift in 1997 as a matter of fact

. As a reviewing
court, finding facts is not our proper role

. See Kucera v. Kucera , 275 Minn. 252, 254 , 146 N.W.2d 181 , 183 (199 6); Fontaine v. Steen , 759 N.W.2d 672, 679 (Minn. App. 2009) ; Wright Elec., Inc. v. Ouellette , 686 N.W.2d 313, 324 (Minn. App. 2004) , review
denied (Minn. Dec. 14, 2004). W e therefore reverse the district court’s grant of summary judgment to respondent on counts I and II and remand for findings of fact at trial

. b. Equitable Estoppel
In its memorandu m accompanying the order for partial summary judgment, t he
district court determined both that appellants ’ affirmative defense of equitable estoppel was insufficiently pleaded and that, in any event, the defense was unavailable to appellants on the facts a lleged.13

The defense of equitable estoppel requires the party asserting the defense to show
the existence of six elements:

(1) Conduct amounting to a representation or a concealment of material facts; (2) The estopped party must have actual or imputed knowledge of the material facts; (3) The truth of the material facts must be unknown to the party claiming estoppel; (4) The conduct must be with the expectation that the other party will act on the information ; (5) The conduct must be relied upon by the other party ; and (6) The ot her party must in fact rely upon the conduct and suffer a loss due to such reliance. SN4, LLC v. Anchor Bank, FSB , 848 N.W.2d 559, 569 (Minn. App. 2014) (citing Lunning v. Land O’Lakes , 303 N.W.2d 452, 457 (Minn. 1980) ), review denied (Minn. Sept. 16, 2014)

. The district court first determined that equitable estoppel is a fraud

- like claim that appellants were required to plead with particularity under Minn. R. Civ. P. 9.02. Because appellants ’ answer references “estoppel” only once , the district court held that the pleading was insufficient. Further, the district court held that , even if equitable estoppel need not be pleaded with particularity, appellants failed as a matter of law to demonstrate the elements of estoppel. The di strict court determined that , even if Robert Hall assigned his membership interests to appellants through his conversations with Arendt in or about 1997 , it was unreasonable as a matter of law for appellants to rely on the putative transfer when the
transf er did not meet the requirements of the MLLCA. Additionally, the district court found that “defendants failed to cite a single authority standing for the proposition that14

equity will intervene to relieve a party of a specific statutory requirement” and th at
B arbara Hall was responsible to ensure that all transfers complied with the MLLCA. Appellants challenge the district court’s legal conclusion that their defense of equitable estoppel must meet the heightened pleading standard for fraud claims

. Appel lants argue that Robert Hall communicated his intention to “ give his remaining ownership interest to ” B arbara Hall, and that, as a result, B arbara Hall relied to her
detriment on that statement of Robert Hall in managing the c omplex owned by Cottages , and that all appellants relied to their detriment in paying taxes on the distributions they
received and to which they believed they were entitled.
T he Minnesota Rules of Civil Procedure require that fraud claims be pleaded with particularity. Minn. R

. Civ. P. 9.02. N o caselaw requires application of this heightened standard of pleading to a ffirmative equitable defenses. T he Minnesota Supreme Court has held equitable estoppel may be pleaded as an affirmative defense and is not required
to be asserted a s a counterclaim. See City of N

. Oaks v. Sarpal , 797 N.W.2d 18, 22

- 25 (Minn. 2011) (explaining the defendants claimed equitable estoppel as an affirmative defense and continuing into an analysis of the elements required to prove equitable

est oppel against the government). A nd the Minnesota Rules of Civil Procedure allow estoppel to be asserted as an affirmative defense. Minn. R. Civ. P. 8. 03. T he r ules require the defendant to assert “in short and plain terms any defense s to each claim asserted.” Minn. R. Civ. P. 8.02. Appellants do not claim to have been defrauded by
Robert Hall . Their reliance on equitable estoppel is defensive only, and has been so pleaded. See Minn. R. Civ. P. 9.02. T he district court erred in concluding that15

appellants ’ defense of equitable estoppel w as insufficiently pleaded under Minn. R. Civ.
P. 9.02

. We next consider whether appellants have alleged facts that , if proved, support the defense of equitable est oppel. According to appellants: (1) Robert Hall represented a

mate rial fact, that he was gifting his uncertificated membership interests to appellants in
1997 ; (2) Arendt, claiming to have acted at the direction of Robert Hall, filed tax returns as if the gifts by Robert Hall were complete in 1997 ; (3) Barbara Hall made distributions to appellants after 1997 consistent with the tax documents so prepared; (4) appellants did
not know that Robert Hall intended to continue to claim ownership of the uncertificated interests after 1997; (5 ) Robert Hall represented to Aren dt his intent to presently gift his 51% interest to appellants and expected Arendt to act on that representation; and (6) appellants suffered damages by working at and managing the complex owned by Cottages under the impression that they owned it, and by p aying taxes on the
distributions made to them. See Lunning , 303 N.W.2d at 457. Whether appellants will be able to prove these allegations remains to be seen. But the facts alleged, if true, support the defense of equitable estoppel.
The records of Co ttages show an initial 90%/10% split in ownership interests. The parties agree that the ownership was actually 51%/49% as a result of some undocumented transfer in the early days of the LLC. It is therefore clear from the discrepa ncy between
the LLC reco rds and the representations of the parties that Robert Hall and B arbara Hall made at least one undocumented assignment or transfer of membership interests and
considered that transfer effective. The parties ’ informality concerning, if not disregard16

of , corporate formalities creates a genuine issue of fact concerning the viability of appellants’ equitable estoppel defense. If Robert Hall communicated through Arendt a present intention to gift his 51% interest in Cottages in 1997, appellants are entitle d to
maintain the defense that respondent is now equitably estopped from asserting corporate formalities that the parties have historically ignored as proof that it still owns what Robert
Hall transferred. The district court further held that appellants failed to comply with the requirements of Minn. Stat. § 322B.316 , concerning the formalities required to bind an LLC when member interests are transferred or assigned. But Minn. Stat. § 322B.316 pertains only to the effect of an assignment on the LLC . It has no application to the competing claims of the parties to this appeal. The LLC is not a party; respondent’s claims against it have been dismissed. Minnesota Statute section 322B.316 provides that

“ [a] ny permissible and otherwise valid assignment .

. . of governance rights or complete membership interest . . . will be effective as to and binding on the limited liability

company only when the assignee’s name, address, and the nature and extent of the assignment are reflected in the required records of t he limited liability company.” (Emphasis added.) It is clear that Minn. Stat. § 322B.316 does not address whether an assignment is binding as to the members of the LLC.
W e reverse and remand for fact

- finding at trial concerning whether Robert Hall
mad e representations concerning a gift of his interest in Cottages to appellants in 1997 sufficient to support the defense of equitable estoppel

.17

II. Admissibility of Document Ratifying Consent Appellant s challenge the district court’s exclusion of the Unanimous Written
Action signed by B arbara Hall on July 23, 2013 as a “sham affidavit.” We agree with appellants that the document was properly admissible as what it purported to be: an after

- the

- fact consent to a claimed gift. It is true that this docu ment was both self

- serving
and late. But if a gift was made to appellants at some point before the Unanimous Written Action was signed , B arbara Hall as the non - gifting member of the LLC had authority to ratify the gift. See Minn. Stat. § 322B.313, subd. 2 (2014 ). The statute does not require that the ratification be within any specified time after the transfer.
Admission of the Unanimous Written Action into evidence, however, will make
little or no difference to the ultimate analysis. If Robert Hall expressed no unconditional
statement of intention to gift his interest in Cottages to appellants , then the Unanimous
Written Action cannot make a nonexistent gift extant. And , if Robert Hall gifted his
interest in Cottages to appellants in 1997, any remaining claims that respondent might
have if any would be barred by the statute of limitations , and respondent would also be equitably estopped from relying on the corporate formalities to avoid a gift actually made
in 1997

. III. Due Process Appellants argue that the district court’s grant of equitable relief under Minn. Stat. §§ 322B.38 and .833 violated appellants’ due process rights because respondent did not bring a claim under Minn. Stat. § 322B.833. While we need not reach this issue be cause we reverse and remand on other grounds , we address it as a matter of judicial economy

.18

Appellants’ due process arguments are unavailing. Respondent’s complaint specifically alleges violations of the MLLCA. The MLLCA grants the district court
broad powers to craft remedies for violations of the MLLCA. See Minn. Stat. §§ 322B.38, .833 . Appellants had notice that, if the district court found violations of the MLLCA, it had broad authority to grant a remedy for that violation. Further, nothing
about the process in this case is contrary to constitutional requirements. If, on remand,
th e district court concludes that , on the facts it finds to be true, respondent is entitled to the same remedies previously ordered, it may provide relief as available un der the MLLCA to equitably remedy violations. We affirm the district court’s decision that , as a matter of law, no due process
violation occurred and that the remedies sought by respondent are available under the
MLLCA

. Affirmed in part, reversed in part, and r emanded.