This opinion will be unpublished and

may not be cited except as provided by

Minn. Stat. § 480A.08, subd. 3 (2014).

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

Rodenberg, 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, Minnesota (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) that 
2

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 contend 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 Vadnais Heights, LLC (Cottages) owns and operates a 100-unit senior 

housing complex (the Complex). In 1995, Cottages was organized and two Operating 

Agreements were executed. The first established that transfer of membership interests 

was to be controlled by governing law unless a membership control agreement specified 

otherwise. The second listed Robert Hall1as a 90% owner and his daughter, Barbara 

Hall, as a 10% owner of Cottages. These interests were, and have remained, 

uncertificated. See Minn. Stat. § 336.8-102(a)(18) (2014) (defining an uncertificated 

share as “a security that is not represented 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. App. 1993) (“[a]n uncertificated security may only 

exist in registered form. Registration, 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 listed as a 49% owner. No writing memorializes how or when this

change in ownership interests occurred, but the parties have never disputed, and agree on 

appeal, that Robert Hall owned a 51% interest and Barbara Hall a 49% interest as of 

1996.

Shortly after Cottages was formed, Robert Hall ceded all management 

responsibilities to Barbara Hall. Thereafter, 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 Barbara 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 Barbara 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. Arendt 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 continued to manage Cottages after 1997 and she claims to have 

done so with the understanding that she and her children owned Cottages. She and 
4

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 in 2010, Barbara Hall sought documentation to 

support her claim that her interest in Cottages was her non-marital property. Barbara

Hall’s attorneys requested that Robert Hall prepare a memorandum explaining the nature 

of Barbara Hall’s interest in Cottages. Robert Hall prepared a memorandum explaining

that he owned a 51% interest in Cottages while Barbara Hall owned a 49% interest. 

Robert Hall explained that his intention was to one day gift Barbara Hall his 51% interest,

but that this gift “has yet to be accomplished.” 

Two years later, in January of 2012, Barbara Hall’s attorneys, at her request, 

drafted documents that, upon execution, would assign Robert Hall’s 51% interest in 

Cottages to appellants 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 appellants in 1997. 

Other than the tax forms discussed above and Barbara Hall’s Unanimous Written 

Action in 2013 discussed below, no 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 record of an assignment of interests. Barbara Hall admitted

in her deposition testimony that Robert Hall never directly communicated to her his
5

intention to gift his interest in Cottages. The only evidence of a gift presented to the 

district court was the sworn deposition 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 interests 

in Cottages, Barbara Hall signed refinancing and conveyancing 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 restraining order to stop Barbara Hall 

from consummating the contemplated transaction. Further, Robert Hall sought a 

declaration that he never transferred his interests in 1997 and that he maintained a 51% 

interest in Cottages. He also sought an accounting, and claimed breach of contract, 

conversion, and violations of Minn. Stat. § 322B.373 and § 322B.376 (2012).

2

 The 

parties stipulated to an injunction that lasted until August 2013. 

In June 2013, both parties moved the district court for summary judgment. The 

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 

appeal), his breach of contract claim seeking monetary damages equal to the distributions 

paid by Cottages to Barbara Hall, Grace Barry, and Kevin Barry since 1997, 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 inspect financial records). 

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

reasoned 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. 

The district court held that, under Minn. Stat. § 322B.313, subd. 2 (2012), transfer of an 

interest to a non-member requires the unanimous written action of every member of the 

LLC, other than the assigning member. Therefore, Barbara Hall was required to 

memorialize the transfer as the only non-assigning LLC member. Because there was no 

contemporaneous document expressing Barbara Hall’s consent to the transfer, the district 

court held that “nothing happened” as a matter of law.3 

The district court held that the defense of equitable estoppel was not available to 

appellants because 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, appellants submitted an affidavit with a “Unanimous Written 

Action of the Members” (“Unanimous Written Action”) in July 2013, days before the 

hearing on the summary judgment motions. The Unanimous Written Action stated, 

“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 Company.” The district court held that the Unanimous Written Action was akin to a 

sham affidavit and declined to receive the document.
7

Appellants sought to immediately 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. 

After negotiation, Robert Hall agreed to dismiss his breach of contract 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 fact 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, Barbara

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 made. 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 owns 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 entitled to receive 51% of the 
8

Cottages distributions made since November 10, 2006, $922,298.94. Judgment against 

appellants was ordered in that amount plus prejudgment interest, statutory interest, costs 

and disbursements, and attorney fees. 

Appellants moved for a new trial. That 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 his interest in Cottages in 1997. In count II, Robert Hall sought a 

declaratory judgment that he still owns a 51% interest in Cottages. Appellants argue that 

Robert Hall’s declaratory claims are time-barred because any such claims necessarily

accrued in 1997 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 bringing his claims

for declaratory relief, but held that a six-year period of limitations applied to his claims 

for money damages pursuant to Weavewood, Inc. v. S & P Home Invs., LLC, 821 N.W.2d 

576, 579-80 (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.” Weavewood, 821 N.W.2d at 

577. We 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. Stat. § 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. Therefore, the period of 

limitations applicable to respondent’s declaratory judgment claims is provided by the sixyear 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 misappropriation, as by sale or 

consumption of the property.” Stebbins v. Martin, 121 Minn. 154, 157, 140 N.W. 1029, 

1030 (Minn. 1913). The underlying substantive law that forms the basis of respondent’s 

declaratory judgment action, then, is a claim for conversion. 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 to 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. We therefore 

similarly view the evidence in the light most favorable to respondent in analyzing the 
11

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 interest in Cottages in 1997. The corporate records 

reflect only Robert Hall and Barbara Hall as owners. There is factual support in the 

record for a finding that respondent still retains 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, 832 (Minn. 2011) (explaining that “[a] cause of action accrues when all of 

the elements of the action 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, then each later

distribution by Barbara Hall to appellants would be an independent 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% interest 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 claims for money damages would be limited by the 

six-year statute of limitations, as the district court correctly reasoned, 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 records whether 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 gift 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 (1996); 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). We 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 memorandum accompanying the order for partial summary judgment, the 

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 alleged. 
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 other 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 district 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 

transfer 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 that 
14

equity will intervene to relieve a party of a specific statutory requirement” and that 

Barbara 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. 

Appellants argue that Robert Hall communicated his intention to “give his remaining 

ownership interest to” Barbara Hall, and that, as a result, Barbara Hall relied to her 

detriment on that statement of Robert Hall in managing the complex 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. 

The Minnesota Rules of Civil Procedure require that fraud claims be pleaded with 

particularity. Minn. R. Civ. P. 9.02. No caselaw requires application of this heightened 

standard of pleading to affirmative equitable defenses. The Minnesota Supreme Court 

has held equitable estoppel may be pleaded as an affirmative defense and is not required

to be asserted as 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 

estoppel against the government). And the Minnesota Rules of Civil Procedure allow 

estoppel to be asserted as an affirmative defense. Minn. R. Civ. P. 8.03. The rules 

require the defendant to assert “in short and plain terms any defenses 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. The district court erred in concluding that
15

appellants’ defense of equitable estoppel was 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 estoppel. According to appellants: (1) Robert Hall represented a 

material 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 Arendt 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 paying 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 Cottages 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 discrepancy between 

the LLC records and the representations of the parties that Robert Hall and Barbara Hall 

made at least one undocumented assignment or transfer of membership interests and 

considered that transfer effective. The parties’ informality concerning, if not disregard 
16

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 entitled 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 the 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. 

We reverse and remand for fact-finding at trial concerning whether Robert Hall

made 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

Appellants challenge the district court’s exclusion of the Unanimous Written 

Action signed by Barbara 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 document was both self-serving 

and late. But if a gift was made to appellants at some point before the Unanimous 

Written Action was signed, Barbara 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 because 

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, 

the 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 under 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 remanded.