Nutripro Feeds, Appellant,

This opinion will be unpublished and
may not be cited except as provided by
Minn. Stat. § 480A.08, subd. 3 (2016).

STATE OF MINNESOTA
IN COURT OF APPEALS
A17-0396

Nutripro Feeds,
Appellant,

vs.

Stages Pork, LLC, et al.,
Respondents.

Filed December 11, 2017
Reversed and remanded
Reilly, Judge

Nobles County District Court
File No. 53-CV-14-592

William J. Wetering, Hedeen, Hughes & Wetering, Worthington, Minnesota (for appellant)

Renee C. Rubish, Abbie S. Olson, Maschka, Riedy & Ries , Mankato, Minnesota (for
respondent)

Considered and decided by Reilly, Presiding Judge; Halbrooks, Judge; and Reyes,
Judge.
U N P U B L I S H E D O P I N I O N
REILLY, Judge
Appellant challenges an awar d of prejudgment interest. Because the district court
erred when it ruled that prejudgment interest accrued from the date of service of the
amended complaint, not the date the claim arose, we reverse and remand.

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FACTS
Respondent Bruce Stanton form ed Stages Pork in 2006 as its sole owner, organizer,
and officer. Appellant Nutripro Feeds sold pig feed to Stages Pork on credit from 2006 to
2009. Stages Pork encountered financial difficulties and, in June of 2009, defaulted on its
obligations to Nutripro. On July 27, 2009, Nutripro served Stages Pork and Stanton with
a complaint naming both as parties and claiming an unpaid balance of $334,000. In August
2009, respondents served an answer; Stanton denied any responsibility for Stages Pork’s
unpaid feed bills to Nutripro. In late 2009, Stages Pork began li quidating its assets to
satisfy obligations to its creditors. The Stages Pork liquidation produced its final proceeds
in June 2010, and formally concluded winding up in 2012.
Following a period of inactivity on the part of both parties, Nutripro filed the action
in district court in June of 2014. On January 18, 2016, Nutripro amended its complaint to
include corporate-veil-piercing allegations. Fo llowing a bench trial, the district court
pierced the corporate veil, found Stanton pe rsonally liable to Nutripro, and entered a
judgment for Nutripro. Nutripro requested prejudgment interest in the amount of
$381,897.60, accruing from July 27, 2009, the date it served Stages Pork and Stanton with
the initial complaint. The district court awarded Nutripro prejudgment interest accruing
from January 18, 2016—th e date the district court found th at Stanton was clearly put on
notice for his potential personal liability unde r a corporate-veil-piercing theory. The
district court calculated the interest owed to be $25,690.75. This appeal followed.

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D E C I S I O N
Nutripro challenges the district court’s pr ejudgment-interest award, arguing that the
district court erred when it determined that the service of the amended complaint was the
date to begin calculating prejudgment interest. Prejudgment-interest awards are reviewed
de novo. Duxbury v. Spex Feeds, Inc. , 681 N.W.2d 380, 390 (Minn. App. 2004), review
denied (Minn. Aug. 25, 2004).
In Minnesota, both statute and common la w govern prejudgmen t-interest awards.
Minn. Stat. § 549.09 (2016); Trapp v. Hancuh, 587 N.W.2d 61, 63 (Minn. App. 1998); see
also Hogenson v. Hogenson, 852 N.W.2d 266, 272 (Minn. App. 2014). At common law,
when the damages are ascertainable, interest be gins to accrue at the rate prescribed by
Minnesota Statutes section 334.01 from the date a claim arose. Hogenson, 852 N.W.2d at
272. Damages are ascertainable if “the amount demanded [could] be ascertained by
computation or reference to generally reco gnized standards and [did] not depend on a
contingency.” Trapp, 587 N.W.2d at 64. Courts apply common-law principles whenever
possible and apply the statutor y framework only where damage s are not ascertainable.
Hogenson, 852 N.W.2d at 273-74.
Damages are not ascertainable if they depe nd on “contingencies or jury discretion.”
Hogenson, 852 N.W.2d at 274 (cita tion omitted). Examples of unascertainable damages
include the valuation of a partnership interest, Trapp, 587 N.W.2d at 64, the value of
converted stock and property, the am ount of damages for a trespass, Hogenson, 852
N.W.2d at 274, complex contractual disputes with conflicting clauses, N. Petrochem. Co.
v. Thorsen & Thorshov, Inc. , 297 Minn. 118, 132, 21 1 N.W.2d 159, 169 (1973), and

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personal injury or injury to reputation, Potter v. Hartzell Propeller, Inc. , 291 Minn. 513,
518, 189 N.W.2d 499, 504 (1971). Whether damages are ascertainable is a question of fact
to be resolved by the fact-finder. Trapp, 587 N.W.2d at 63. A district court’s findings of
fact will not be reversed unless clearly erroneous. Id.
Here, the district court ruled that the damages for which Stanton was responsible
were not ascertainable until he was put on no tice of Nutripro’s corporate-veil-piercing
claims. The district court reasoned that, si nce Stanton believed that Stages Pork’s LLC
would shield him from personal liability, he could not truly ascertain his liability to
Nutripro until he was made aware of Nutripro’s corporate-veil-piercing claims. The district
court noted that Stanton could reasonably calculate the amount due, but not necessarily the
amount of his liability as an individual.
But the ascertainability doctrine concerns the amount of damages, not the degree to
which a person is legally liable. See Potter, 291 Minn. at 518, 189 N.W.2d at 504. The
prejudgment-interest doctrine likewise is unrelated to wh ether a party may be liable
pursuant to piercing the corporate veil. Indeed, “[t]he underlying principle is that one who
cannot ascertain the amount of damages for which [they] might be held liable cannot be
expected to tender payment and thereby stop the running of interest.” Id. (emphasis added).
In fact, this is a clear-cut case of ascertainable damages. Nutripro manufactured and
delivered feed products to Stag es Pork. As of July 2009, the date Nutripro served the
original complaint, Stages Pork owed Nutripro $334,000 for the delivered feed. The
amount of damages was clearly ascertainable: $334,000. The fact that the district court

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subsequently pierced the corporate veil, making Stanton, the only member of Stages Pork,
personally liable did not alter the amount of money owed to Nutripro.
Because its damages were ascertainable, Nu tripro is entitled to prejudgment interest
under common law from the date its claim aros e. But Nutripro di d not argue for accrual
from the date its claim arose and instead argued for a later date—the date the action
commenced. We reverse and remand this case to the district court. We instruct the district
court to grant Nutripro prejudgment interest from the date the action commenced.
Reversed and remanded.