Production Stamping, Inc., Respondent,

This opinion will be unpublished and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
A17-1846

Production Stamping, Inc.,
Respondent,

vs.

Wurm Partnership, LLP,
Appellant.

Filed July 16, 2018
Affirmed
Reilly, Judge

Wright County District Court
File No. 86-CV-16-5196

Charles K. Maier, Erin Westbrook, Gray, Plant, Mooty, Mooty & Bennett, P.A.,
Minneapolis, Minnesota (for PSI)

Joseph A. Wentzell, James W. Moen, Wentzell Law Office, PLLC, St. Anthony, Minnesota
(for Wurm)

Considered and decided by Bjorkman, Presiding Judge; Larkin, Judge; and Reilly,
Judge.
U N P U B L I S H E D O P I N I O N
REILLY, Judge
Wurm Partnership, LLP (Wurm) challenges the district court’s grant of partial
summary judgment to PSI Production Stamping, Inc. (PSI) and the district court’s award
of $313,426.40 to PSI for Wurm’s unjust enrichment. Because there are no genuine issues

2
of material fact and PSI is entitled to judgment as a matter of law on Wurm’s counterclaims
for unpaid rent, eviction for unpaid rent, and reformation, and because the district court did
not abuse its discretion in granting PSI equitable relief, we affirm.
FACTS
PSI is a Minnesota corporation that produces stamped metal pieces for
manufacturing. Lester and Jeannine Wurm1 own PSI. In 2003, Lester and Jeannine formed
Wurm for the purpose of owning land and a building that housed PSI’s production facility
(the property). The parties entered into a fi ve-year lease with a m onthly rent of $13,500,
which they renewed in 2008 with identical terms. In January 2009, PSI began paying
Wurm $25,000 per month in rent instead of $13,500 per month as required under the lease.
Lester stated that he increased PSI’s monthly payments to Wurm because he wanted to pay
down Wurm’s mortgage. PSI tracked the excess payments and internally documented them
as a debt owed to PSI by Wurm.
In late 2009 and early 2010, Lester and Jeannine developed an estate plan. The
couple has ten children—eight daughters and two sons. Lester and Jeannine decided it
would be difficult to divide the businesse s equally between their children. So, on
September 30, 2009, Lester and Jeannine gave Wurm to their two sons, Darin and Shane.
They also gave Darin and Shane each a 20% interest in PSI, leaving a controlling share for
themselves. Lester and Jeannine intended for Darin and Shane eventually to buy the

1 Because the individuals in this case all share the same last name, and because a business
entity also shares that name, we refer to the parties by their first names for clarity.

3
remaining shares in PSI. Lester and Jeannine would then distribute the proceeds from the
buyout equally among their eight daughters.
PSI continued to overpay its monthly leas e payments to Wurm. The monthly rental
payments of $25,000 continued until June 20 10, when PSI decrease d the monthly rental
payments to $17,000. Shortly thereafter, in 2010, the parties entered into a new lease for
the property. The new lease had the same rent as the old lease: $ 13,500 per month. The
lease states: “There are no other understandings or agreements outside this Lease.”
In 2013, Darin and Shane bought two tr ucks and titled them in Wurm’s name,
arranging for PSI to pay for the trucks over Lester’s objection. 2 PSI’s truck payments
totaled $19,836.88. Like the monthly rent overpayment, PSI accounted for the truck
payments as a debt owed by Wurm to PSI.
In 2014, Darin and Shane sued Lester, Jeannine, and PSI for minority shareholder
oppression and asked the court to order Le ster and Jeannine to buy out their sons’
ownership interest in PSI. Wurm was not a part y to the litigation. In February 2015, the
district court ordered Lester and Jeannine to purchase Darin and Shane’s shares in PSI.
In April 2015, PSI reduce d its monthly paym ents to Wurm from $17,000 to the
$13,500 monthly rent required by the lease. By letter dated November 18, 2015, PSI
demanded Wurm repay the debt it owed to PSI, including excess rent and truck payments
totaling $384,336. Wurm denied any obligation to repay the amounts. PSI sued Wurm for
breach of contract, unjust enrichment, money ha d and received, and promissory estoppel.

2 It is unclear from the record how Darin and Shane arranged for PSI to pay for the trucks
contrary to Lester’s wishes.

4
Wurm counterclaimed for unpaid rent, unauthorized alterations, failure to allow inspection,
reformation, and eviction. PSI moved for summary judgment on Wurm’s counterclaims.
The district court determined that the leas e between the parties in cluded a monthly rent
term of $13,500, that the lease had not been reformed, and that Wurm’s counterclaims
premised on insufficient rent payments failed as a matter of law. The district court granted
partial summary judgment to PSI on Wurm’s counterclaims for unpaid rent, reformation,
and eviction for unpaid rent.
A jury trial was held on PSI’s claims and Wurm’s remaining counterclaims. The
parties agreed the jury would render a verdict on PSI’s breach-of-contract claim and render
an advisory verdict regarding the remaining equitable claims. At the close of evidence, the
district court granted PSI’s motion for a directed verdict on Wurm’s remaining
counterclaims. That decision is not before us on appeal. The jury determined there was
no contract between the parties for repayment of excess lease payments, and found in favor
of PSI on its unjust-enrichment claim and th e related equitable claim for money had and
received. The jury determined Wurm was unjustly enriched in the amount of $166,800 for
excess rent payments and $19,837 for truck payments.
Upon consideration of the jury’s advisory verdict and the parties’ posttrial briefing,
the district court determined that Wurm knowingly received the benefit of the excess rent
and truck payments from PSI, and that allowing Wurm to retain the benefit would be unjust.
The district court awarded PSI $313,426. 40 for unjust enrichment and money had and
received.
This appeal followed.

5
D E C I S I O N
I. There are no genuine issues of material fact regarding Wurm’s claims for
unpaid rent, reformation, and eviction for unpaid rent, and PSI is entitled
to summary judgment as a matter of law on those claims.

On appeal from summary judgment, this court considers whether there are any
genuine issues of material fact and whether the district court erred in its application of the
law. DLH, Inc. v. Russ, 566 N.W.2d 60, 71 (Minn. 1997 ). Summary judgment is proper
if “the pleadings, depositions, answers to interrogatories, and admissions on file, together
with the affidavits, if any, show that there is no genuine issue as to any material fact and
that either party is entitled to a judgment as a matter of law.” Minn. R. Civ. P. 56.03. On
review, this court reviews the evidence in th e light most favorable to the party against
whom summary judgment was granted. STAR Centers, Inc. v. Faegre & Benson, L.L.P. ,
644 N.W.2d 72, 76-77 (Minn. 2002). A fact is material if, once resolved, it will affect the
result or outcome of the case. Antonello v. Comm’r of Revenue , 884 N.W.2d 640, 645
(Minn. 2016). The interpretation of a written contract is a question of law, which this court
reviews de novo. Maday v. Grathwohl, 805 N.W.2d 285, 287 (Minn. App. 2011).
A. The parol evidence rule bars evidence of an or al agreement that preceded
the written lease.

When there is an unambig uous integrated written contra ct, “[t]he parol evidence
rule prohibits the admission of extrinsic evidence of prio r or contemporaneous oral
agreements, or prior written agreements, to explain the meaning of a contract.” Alpha Real
Estate Co. of Rochester v. Delta Dental Plan of Minn., 664 N.W.2d 303, 312 (Minn. 2003).
However, prior agreements may be considered to prove the existence of surprise, fraud,

6
accident, or mistake. Nygard v. Minneapolis St. Ry. Co. , 147 Minn. 109, 113, 179 N.W.
642, 644 (1920). A mutual mistake occurs wh ere the parties are in agreement as to the
content of the document, but through a scrivener’s error the document does not reflect the
parties’ understanding. Alpha Real Estate Co., 664 N.W.2d at 314.3
In September 2010, an attorney sent a dr aft of the 2010 lease to the parties.
Although Wurm and PSI entered into a lease in 2008 that would not expire until 2013, the
bank requested a new lease after Lester and Jeannine conveyed Wurm to Darin and Shane.
The lease contained a provision requiring PSI to pay Wurm $13,500 a month for rent. The
lease also contained a provision providing that “[t]here are no other understandings or
agreements outside of this Lease.” The parties signed the lease.
Wurm contends that a meeting occurred in late 2009 between Lester, Darin, Shane,
and the parties’ accountant, and that the part ies orally “agreed, understood, or intended”
that the rent would be $17,000 per month. This alleged 2009 oral agreement occurred prior
to the 2010 lease. Because the 2010 lease is fully integrated and unambiguous, evidence
of any prior oral agreement is barred by the parol evidence rule. Id. at 312.
Wurm’s contention that the 2010 lease contains a mutual mistake is contradicted by
the record, which indicates there were no genuine issues of material fact as to whether the
parties were mistaken about the rent. Firs t and foremost, the parties signed the written

3 A mistake may also be unila teral if accompanied by fraud or inequitable conduct by the
other party. SCI Minn. Funeral Servs., Inc. v. Washburn-McReavy Funeral Corp. , 795
N.W.2d 855, 865 (Minn. 2011). Wurm does not allege a unilateral mistake and does not
allege any behavior by PSI that is fraudulent or inequitable. Our review of the record does
not reveal any evidence that PSI behaved fraudulently or inequitably.

7
lease providing for a monthly rent of $13,500 on its front page. Second, Lester’s affidavit
shows he was not mistaken as to the amount of rent. He writes that he “understood PSI’s
monthly rent obligation would be $13,500, which is what the lease says on its very first
page.” Third, the drafting attorney sent an email to Darin and Shane regarding the 2010
lease and stated the rent woul d be $13,500 per month. Wurm does not argue that it was
unaware of the proposed rent amount during the negotiation of the 2010 lease.
Wurm cites the 2009 oral agreement and PS I’s subsequent behavior as evidence of
a mistake. During the time of the excess rent payments, PSI documented its overpayments
to Wurm as a loan subject to repayment. Each year, the overpayments were added to the
accumulating total of Wurm’s indebtedness. However, in 2011, even though PSI overpaid
its rent owed, it documented a decrease in the indebtedness owed by Wurm. And in 2012,
when PSI overpaid its rent again, it did not increase the amount of indebtedness on its
internal ledgers. But, the next year, it continued adding to the indebtedness in accordance
with the overpayments and co ntinued to do so until 2015. Wurm cites this change in
behavior as evidence of a mutual mistake between the parties about the agreed-upon rent.
The change in behavior does not create a ge nuine issue of material fact as to whether
the parties were mistaken about the rent. The continuing documentation of indebtedness
shows PSI intended the rent overpayments to be repaid, and the odd documentation of the
ongoing changes to the indebtedness does not suggest that PSI was mistaken as to the
amount of the rent. The documen tation does not correspond directly to either rent value,
$13,500 versus $17,0 00, and Wurm offers no coherent explanation to show what the
change in documentation means. Wurm cites only the change itself as a justification for

8
its argument that the parties were mistaken about the rent. “[The] party resisting summary
judgment must do more than rest on mere averments” to survive summary judgment. DLH,
566 N.W.2d at 71. Wurm provides nothing more to show the true intent of the parties.
Construing the evidence in Wurm’s favor, there is not a genuine issue of material fact that
there was a mistake between the parties about the lease. Accordingly, the alleged 2009
oral agreement is excluded from the interpretation of the me aning of the 2010 lease. See
Alpha Real Estate Co., 664 N.W.2d at 312.
B. The statute of frauds bars subsequent implied or oral modification of the
lease.

Generally, a lease of real property for more than one year is only valid if it is reduced
to writing and it may not be or ally modified. Minn. Stat . § 513.05 (2016) (commonly
referred to as the statute of frauds). Likewise , any subsequent change to the lease must
also be in writing. Alexander v. Holmberg , 410 N.W.2d 900, 901 (Minn. App. 1987).
However, an oral modification to a written leas e subject to the statute of frauds may be
valid if the parties’ subs equent conduct shows that the written agreement no longer
remained in force. Id.
Wurm argues that PSI’s change in ac counting practices cons titutes subsequent
conduct showing the written agr eement was no longer in effect and the statute of frauds
does not apply. We do not ag ree. Each written lease contained the same monthly rent of
$13,500. PSI overpaid its rent to Wurm be fore Darin and Shane became its owners and
continued to do so afterwards. That PSI co ntinued overpaying its rent after ownership of
Wurm was transferred to Darin and Shane does not indicate that PSI intended the monthly

9
rent to increase; PSI did not change its be havior. Though PSI altered how much of the
overpayment it attributed to Wurm’s accumulating indebtedness, there is nothing in the
record to show that PSI believed the written lease was no longer in effect.4
Wurm relies on Starlite Ltd. P’ship v. Landry’s Restaurants, Inc., 780 N.W.2d 396,
399-400 (Minn. 2010), for the proposition that PSI’s performance shows that the statute of
frauds should not apply to the lease. Starlite is inapposite. There, the parties did not
properly execute a lease, but performed under its terms for nine years. Id. at 398. The
court determined the lease was outside the statute of frauds because the parties’ nine-year
performance of the contract showed it had legal force. Id. at 400. This case does not
involve the question of whether a written cont ract was properly fo rmed and executed.
Instead, Wurm is trying to modify the le ase’s clear terms by showing subsequent
performance. None of PSI’s subsequent conduct supports a conclusion that it believed the
rent to be $17,000 or that the prior written lease did not have legal effect.
There is no genuine issue of material fact on this question. The statute of frauds bars
any oral modification of the lease as a matter of law.
C. The parties did not reform the lease as a matter of law.

It is a heavy burden to establish th at a contract has been reformed. Theisen’s, Inc.
v. Red Owl Stores, Inc., 309 Minn. 60, 65, 243 N.W.2d 145, 148 (1976). A contract may
be reformed if: (1) there was a valid agreement between the parties expressing their real

4 The district court noted that the change in accounting was due to an accountant’s belief
that a portion of the excess paym ent was actually rent due, as well as the inclusion of the
unauthorized truck payments.

10
intention; (2) the written agreem ent did not express the real in tentions of the parties; and
(3) the failure was due to a mutual mistak e of the parties or a unilateral mistake
accompanied by fraud or inequitable conduct of the other party. Id. at 65-66, 243 N.W.2d
at 148. A party arguing for reformation must show the agreement has been reformed
through “clear and convincing evidence.” Id.
Wurm argues that there is a genuine issue of material fact whether rent payments
greater than $13,500 show reformation of the lease. The district court concluded that there
was no clear and convincing evid ence that the parties reformed the lease. We agree that
PSI continuing to overpay on the lease in varying amounts is not “clear and convincing
evidence” that the parties agreed to reform the lease. PSI overpaid its rent payments under
both the 2008 and 2010 leases. That PSI continued to overpay on the same lease, albeit in
different amounts, is not clear and convincing evidence that the parties intended to reform
the lease terms.
Wurm also argues the district court erre d by granting partial summary judgment to
PSI because it relied on factual errors to reach its judgment. Specifically, Wurm cites the
district court’s statement that PSI’s “acc ounting and documentation practices did not
change after the 2009 meeting.” Contrary to th e district court’s finding, the record shows
that PSI did change its conduc t with respect to its internal documentation of the excess
payments and Wurm’s indebtedness. However, PSI’s change in documentation is not clear
and convincing evidence that the parties inte nded for the lease to be reformed. The
intention behind PSI’s change in documenta tion is unclear, as di scussed above, and the
ambiguity of PSI’s intent is fatal to a claim for reformation. Ultimately, Wurm must prove

11
by clear and convincing evidence that the parties intended for the lease to be reformed, and
PSI’s unexplained change in behavior is insuffi cient as a matter of law. That the district
court may have misstated facts in its order for summary judgment does not require reversal,
because even if we “disagree with the district court’s anal ysis of some issues, summary
judgment will be affirmed if it ca n be sustained on any grounds.” Allianz Ins. Co. v. PM
Servs. of Eden Prairie, Inc., 691 N.W.2d 79, 82-83 (Minn. App. 2005). We conclude that
although PSI changed its conduct with respect to its internal documentation of the excess
payments, its change in behavior does not rise to the level of clear and convincing evidence
that the parties intended to reform the lease.
Accordingly, PSI is entitled to judgment as a matter of law on Wurm’s counterclaim
for reformation.5
II. The district court did not abuse its di scretion by granting PSI equitable
relief.

This court reviews equitable determinati ons, such as unjust enrichment and money
had and received, for an abuse of discretion. See Melrose Gates, LLC v. Moua, 875 N.W.2d
814, 819 (Minn. 2016) (stating th e general rule is that equitable relief is reviewed for an
abuse of discretion). A district court abuses its discretion if its ruling is “based on an
erroneous view of the law” or is “a gainst the facts in the record.” City of North Oaks v.
Sarpal, 797 N.W.2d 18, 24 (Minn. 2011). We defer to the district court in equitable matters

5 Wurm’s counterclaims for unpaid rent and ev iction for unpaid rent rely on its assertion
that the parties reformed the lease to increase the rent from $13,500 a month to $17,000 a
month. Because Wurm’s counterclaim for re formation fails as a matter of law, its
counterclaims for unpaid rent and eviction for unpaid rent also fail.

12
in part because it “is in the best position to analyze the facts and balance the relevant
factors.” Melrose Gates, 875 N.W.2d at 819.
A party may establish an unjust-enrichm ent claim by showing that another party
“knowingly received something of value to which [the party] was not entitled, and that the
circumstances are such that it would be unjust for that [par ty] to retain the benefit.”
Schumacher v. Schumacher , 627 N.W.2d 725, 729 (Minn. App. 2001). Retaining the
benefit is unjust if doing so would be illegal, unlawful, fraudulent, or morally wrong. Id.
Relief based on unjust enrichment is unava ilable when a valid contract exists. U.S. Fire
Ins. Co. v. Minn. State Zoological Bd., 307 N.W.2d 490, 497 (Minn. 1981). Here, the jury
found there was no agreement between the partie s with regard to overpaid rent or truck
payments, so the remedy of unjust enrichment is available.
A. Excess Rent Payments
The record supports the district court’s finding that Lester and Jeannine intended
that the excess rent payments be used to pay down Wurm’s mortgage. The excess
payments were documented as a debt betwee n Wurm and PSI and were intended to be
repaid, as evidenced by Wurm recording the amounts as an indebtedness on its tax returns.
PSI also treated the payments as a loan from PSI to Wurm by documenting the indebtedness
on its tax returns and financial statements. The excess payments continued after Lester and
Jeannine conveyed Wurm to Darin and Shane to allow Wurm to pay off its mortgage more
quickly. PSI’s recording of th e indebtedness continued during this time. Furthermore,
when they conveyed Wurm to their sons, the sons agreed to “assume all obligations

13
associated with the Partnership Interest,” which included the ob ligation created by the
excess payments.
Wurm argues the district court abused its discretion in dispensing equitable relief
because Wurm’s conduct does not rise to the level of moral turpitude required to recover
for unjust enrichment. We disagree. Lester and Jeannine communicated to their sons that
the transfer of Wurm to Darin and Shane was part of their estate plan. Lester and Jeannine
hoped their sons would continue to pay down the mortgage, accumulate equity in Wurm,
and ultimately purchase their parents’ ow nership shares of PSI. Wurm’s own
documentation reflects its understanding of its indebtedness. That Wurm would withhold
repayment of money clearly intended to be repaid and documented as such rises to the level
of moral wrongness required to succeed on an unjust-enrichment claim. And the same
facts support a claim for money had and received. See Cady v. Bush, 283 Minn. 105, 110,
166 N.W.2d 358, 361-62 (1969) (construing the two claims as substantially similar).
Wurm cites Galante v. Oz, Inc. for the proposition that a benefit must be conferred
unwillingly or unknowingly to support an unjust-enrichment claim. 379 N.W.2d 723, 726
(Minn. App. 1986). But Galante is distinguishable. There, the proposed buyer of a
nightclub performed management work at th e nightclub in order to learn the nightclub
business in anticipation of the sale of the business. Id. at 725. When the deal failed, he
sought compensation for his management work. Id. The court determined that he
performed work to benefit himself as a future nightclub owner, not to benefit the seller. Id.
at 726. The court noted that both parties “believed the sale of the nightclub would succeed”
and that the buyer chose to render services for his own benefit. Id. Here, PSI knowingly

14
made excess payments to Wurm with the understanding that the excess payments would
be repaid. Though the transfer of the excess payments was knowing, PSI did not intend to
give Wurm the money outright. The overpayments were only intentional to the extent PSI
transferred money—PSI did not intend that Wurm would retain those overpayments
without repayment.
Wurm argues that PSI failed to show th at it conveyed a benefit to Wurm because
the rent was never proven to be at a fair market rate. To support its argument, Wurm cites
only Archway Mktg. Servs. v. Cty. of Hennepin, 882 N.W.2d 890, 894 (Minn. 2016), a tax
case that addresses the proper procedure to determine market value. Archway is inapposite.
Here, the parties agreed to a rental rate that was satisfactory to both parties, as reflected in
the lease. Whether the rent represented the “true value” of the property is not at issue. PSI
conferred benefit to Wurm under the lease beca use it paid more than was required by the
lease.
Evidence in the reco rd supports the district court’s conclusion that Wurm received
the benefit of the excess rent payments a nd was not entitled to keep the excess rent
payments, and that Wurm’s retention of the benefit would be unjust. The district court did
not abuse its discretion when it determined that Wurm was unjustly enriched and that PSI
is entitled to relief.
B. Truck Payments
When Darin and Shane arranged for PSI to pa y for Wurm’s trucks over Lester’s
objection, PSI recorded the payments as part of the indebtedness between the parties. The
district court determined these payments were benefits given by PSI to Wurm that Wurm

15
was not entitled to receive. The uncontroverte d evidence in the record is that Lester did
not consent to the payments being made, that Darin and Shane knew Lester did not consent
to the payments, and that Wurm retained the benefit of the payments anyway. Accordingly,
the district court did not abuse its discreti on in finding that Wurm was unjustly enriched
by PSI’s truck payments.
Wurm argues that the district court abused its discretion because it did not find that
Wurm made promises to PSI to induce it to make the truck payments. Wurm does not cite
any relevant caselaw to support this assertion or describe how lack of inducement defeats
PSI’s claim for unjust enrichment.
Wurm also contends that because PSI paid for personal expenses of Darin and Shane
in the past, the truck payments are essentially the same. Wurm further claims that it is in
privity with Darin and Shane, so it directly benefited from any payments made to benefit
Darin and Shane. Wurm does not cite to case law describing how its alleged privity with
Darin and Shane might defeat a claim of unjust enrichment. Whether PSI paid for personal
expenses for Darin or Shane in the past has no bearing on whether PSI consented to make
the truck payments on behalf of Wurm.
Finally, Wurm argues that PSI cannot ob tain equitable relief because it failed to
properly document the alleged indebtedness, citing Galante to support this assertion. 379
N.W.2d at 726. Galante states that a party cannot succeed on an unjust-enrichment claim
simply because they entered into a “bad bargain.” Id. Wurm neither adequately explains
how Galante applies to this case, nor cites to re levant caselaw holding that a party is

16
precluded from recovering for unjust enrichment if it fails to ade quately document an
informal loan. Wurm’s argument fails; it is unsupported by authority.
Evidence in the reco rd supports the conclusion that Wurm received the benefit of
the truck payments and was not entitled to rece ive that money. Wurm’s retention of the
benefit without repayment is unjust. The di strict court did not abuse its discretion by
determining that Wurm was unjustly enriched, and PSI is entitled to relief.
III. The district court did not err by rej ecting Wurm’s defense of collateral
estoppel.

Wurm claims that the prio r action for shareholder oppression addressed the issue of
the truck payments and that the equitable claims related to those payments are barred under
the doctrine of collateral estoppel. We ev aluate a district court’s decision regarding
collateral estoppel for an abuse of discretion. Colonial Ins. Co. of Calif. v. Anderson, 588
N.W.2d 531, 533 (Minn. App. 1999). The district court did not specifically rule on Wurm’s
collateral estoppel defense, but it discusse d Wurm’s request to am end its complaint to
include a defense of res judicata, which is related to collateral estoppel. See Hauschildt v.
Beckingham, 686 N.W.2d 829, 837 (Minn. 2004). Whether collateral estoppel precludes
litigation of an issue is a mixe d question of law a nd fact subject to de novo review. Id.
Collateral estoppel bars the relitigation of an issue when: (1) the issue is identical to one in
a prior adjudication; (2) the adjudication wa s final on the merits; (3) the estopped party
must have been a party to or in privity with a party in the prior adjudication; and (4) the
estopped party must have had a full and fair opportunity to be heard on the issue. Id.

17
The district court determined that Wurm’s defense fails because the prior
adjudication for shareholder op pression did not address the tr uck payments. In the prior
litigation, PSI sought to recover for unjust en richment for personal expenses paid by PSI
to Darin and Shane as individuals. However, PSI did not list truck payments as an expense
it sought to recover, perhaps because Wurm (the legal owner of the vehicles and the entity
on whose behalf the payments were made) was not a party to the prior action. The district
court in the prior action did not reference truck payments in its order or rule that Darin and
Shane were unjustly enriched by receiving thos e payments. The issue wasn’t litigated in
the prior adjudication, and Wurm’s collateral estoppel defense fails on the first prong of
the test.
Wurm also argues that the district court failed to determine whether Darin and Shane
were in privity with Wurm, a finding which would satisfy the third prong of the test for
collateral estoppel. The court was free to dispense with Wurm’s collateral estoppel defense
on the first prong without addressing privity. See Heine v. Simon , 702 N.W.2d 752, 761
(Minn. 2005) (“All four prongs of the [collateral estoppel] test must be met . . . .”). Thus,
the district court did not err in failing to address the issue of privity.
Affirmed.