Crow Wing Cooperative Power and Light Company, Appellant,

This opinion will be unpublished and
may not be cited except as provided by
Minn. Stat. § 480A.08, subd. 3 (2018).

STATE OF MINNESOTA
IN COURT OF APPEALS
A18-0471

Crow Wing Cooperative Power and Light Company,
Appellant,

vs.

Great River Energy, et al.,
Respondents.

Filed January 7, 2019
Affirmed in part, reversed in part, and remanded
Bratvold, Judge

Crow Wing County District Court
File No. 18-CV-17-1291

Thomas H. Boyd, Brooks F. Poley, Craig S. Krummen, Winthrop & Weinstine, P.A.,
Minneapolis, Minnesota (for appellant)

William R. Stoeri, Theresa M. Bevilacqua, Vanessa J. Szalapski, Brian B. Bell, Dorsey &
Whitney LLP, Minneapolis, Minnesota (for respondents)

Considered and decided by Jesson, Presiding Judge; Bratvold, Judge; and Smith,
John, Judge.*

* Retired judge of the Minnesota Court of Appeals, serving by appointment pursuant to
Minn. Const. art. VI, § 10.
2
U N P U B L I S H E D O P I N I O N
BRATVOLD, Judge
Appellant Crow Wing Cooperative Power and Light Company (Crow Wing)
challenges the district court’s decision to dismiss its amended complaint against respondent
Great River Energy (individually, GRE) and certain individuals 1 (collectively,
respondents), with prejudice under Minn. R. Civ. P. 12.02(e). Crow Wing asserts that the
district court erred by : (1) interpreting the parties’ contract as a matter of law and
determining that GRE’s 2009 rate formula is a valid amendment to the contract;
(2) determining that the statute of limitations bars Crow Wing’s breach-of-contract and
declaratory-judgment claims with regard to the 2009 rate formula, including claims arising
from GRE’s closing of the Stanton facility in 2016 as stated in count IV; (3) dismissing
Crow Wing’s equitable claims for estoppel and unjust enrichment; and (4) dismissing Crow
Wing’s claims against the individual respondents for breach of fiduciary duty.
We agree with the district court that, consistent with the plain language of the
parties’ contract, the 2009 rate formula is a valid amendment; that the existence of a
contract precludes Crow Wing’s equitable claims against GRE; and that Minnesota law
does not recognize that the individual respondents owed Crow Wing a fiduciary duty. Thus,
we affirm the district court’s decision to dismiss counts I, II, III, V, and VI for declaratory
judgment, breach of contract, equitable estoppel, and breach of fiduciary duty. But, because

1 The individual respondents include GRE’s president and chief executive officer, David J.
Saggau, and five board members, specifically: Reuben Kokesch, Bradley Leiding,
Donald M. Holl, Peggy Kuettel, and Clay A. Van De Bogart.
3
we conclude that the amended complaint states a claim for breach of contract based on the
2016 closing of the Stanton facility and that this claim is not barred by the six-year statute
of limitations, we reverse the district court’s decision to dismiss count IV and remand for
further proceedings consistent with this opinion.2
FACTS
GRE is a nonprofit generation-and -transmission electric cooperative organized
under the Minnesota Cooperative Law, Minn. Stat. §§ 308A.001-.985 (2018). GRE owns
12 power plants, which are referred to as “resources” in its contract with Crow Wing;
GRE’s plants can collectively produce more than 2,800 megawatts of electricity. GRE
provides wholesale electrical service to 28 member distribution cooperatives (members) in
Minnesota and Wisconsin. Crow Wing is one of GRE’s members. Crow W ing is a
nonprofit electric-distribution cooperative, which provides electricity to approximately
37,000 members.
A. The August 2004 contract
In August 2004, GRE and Crow Wing entered a long-term Amended and Restated
Power Purchase Contract (the contract) with an end date of December 31, 2045. It appears
that each of GRE’s 28 members have substantially similar power purchase contracts with
GRE that oblige members to “purchase and receive” electric power and energy from GRE.

2 The district court, in the alternative, determined that the statute of limitations barred
counts I, II, and III with regard to the 2009 rate formula. Since we determine that the 2009
rate formula is a valid amendment of Appendix B, we do not reach the statute of limitations
issue on counts I, II, or III.
4
Similarly, GRE is obligated to “sell and deliver” electric power and energy to each
member.
Under the contract, there are two types of m embers: (1) “all requirements”
(requirements) members and (2) “fixed obligation” (fixed) members. Requirements
members must purchase all of their electricity from GRE. Fixed members must purchase a
fixed percentage of their electricity needs from GRE. Requirements members also may
choose to become a fixed member by giving GRE “written notice . . . at any time.”
When Crow Wing signed the contract with GRE in 2004, it was a requirements
member. Crow Wing became a fixed member in May 2007.
B. The rate formula and annual rate-charging process
The contract includes Appendix B, which provides a rate formula that governs
GRE’s charges to members for power and energy .3 According to Appendix B, the rate
formula “lock[s] in certain key elements of the rate making process, while allowing
flexibility in other areas.” The contract provides that GRE may amend the rate f ormula
after obtaining member approval. More specifically, GRE may amend the rate formula by
obtaining approval of (i) at least 55 % of GRE’s m embers and (ii) members representing
45% of GRE’s electric load. The contract refers to this amendment process as approval by
a “dual percentage of the distribution members” (dual-percentage vote). On appeal, Crow
Wing argues that the contract also requires each individual member to approve a rate-
formula amendment before it is effective against that member.

3 “Rate formula” and “Appendix B” refer to the same document, or an amendment to that
document, and this opinion uses the terms interchangeably.
5
Each year, GRE uses the rate formula in Appendix B to set its annual budget, which
includes the rate charge it anticipates applying to each member . Under the contract, GRE
must ensure that its annual rate charges will produce “sufficient, but only sufficient”
revenues to recover GRE’s costs and other obligations and liabilities.
For a fixed member, such as Crow Wing, GRE determines the annual rate charged
by using the rate formula and taking into account the costs and revenues associated with
power plants or “resources” that existed at the time the member became a f ixed member.
In other words, fixed members may be charged different annual rates based on the different
resources associated with that member.
Under the contract, GRE may retire a resource at any time, and, if GRE retires a
resource that is associated with a fixed member, that member is entitled to reduce its fixed-
purchase requirem ent. However, the contract also allows GRE to pass on certain costs
associated with retired resources to all members, even to fixed members who have reduced
their purchase requirement.
C. Events leading to this lawsuit
Since Crow Wing signed the contract with GRE in 2004, GRE has amended the rate
formula twice, most recently in January 2009 (2009 rate formula ). Crow Wing voted
against both amendments, but GRE obtained the required dual-percentage vote. At the time
Crow Wing commenced this lawsuit, GRE had been using the 2009 rate formula for six
years.
In May 2015, Crow Wing notified GRE that it would reduce its fixed-purchase
requirement in the event that GRE retired any resource in the future. Just over a year later,
6
in August 2016, GRE notified Crow Wing that it would retire one of the resources
associated with Crow Wing—a coal-fired power plant located in Stanton, North Dakota—
by May 2017. Crow Wing alleges that GRE represented that the Stanton closure would
result in “significant savings” that would benefit all members.
In October 2016, GRE circulated a preliminary 2017 budget to all m embers. The
preliminary budget proposed a 7% rate increase for Crow Wing but only a 0.9% rate
increase for requirements members. In November 2016, GRE’s board approved the
proposed budget.
Crow Wing sued GRE in March 2017 and served an amended complaint (complaint)
in June 2017 . The complaint alleges that GRE has imposed charges using the 2009 rate
formula, even though Crow Wing did not agree to the amendment. The complaint also
alleges that, more recently, GRE has engaged in a “bait-and-switch” scheme by promising
“significant savings” with the Stanton closure, and then increasing by 7% Crow Wing’s
rate for electricity.
The complaint asserts seven claims. Count I seeks a declaratory judgment that the
2009 rate formula was not a valid amendment under the contract, and count II seeks a
related declaration that GRE is not allowed to use the 2009 rate formula in the future and
that Crow Wing is entitled to a refund “of all amounts paid by Crow Wing to GRE” under
the 2009 rate formula. Count III claims that GRE breached the contract by using the 2009
rate formula. Count IV alleges that GRE breached the contract after it retired the Stanton
plant in 2016 because it “reallocated” revenue related to Stanton in a “discriminatory
manner” to “recoup” losses, contrary to the terms of the contract. Count V asserts that GRE
7
is equitably estopped from using the 2009 rate formula to determine annual charges. Count
VI alleges that the individual respondents breached their fiduciary duties to Crow Wing by
using the 2009 rate formula to determine annual charges. And count VII claims that GRE
has been unjustly enriched by receiving payments under the 2009 rate formula.
GRE moved to dismiss the complaint. In addition to arguing that the complaint
failed to state a claim based on the plain language of the parties’ contract and valid
amendments, GRE argued that Crow Wing’s breach -of-contract claims were time-barred
because the 2009 rate formula has been in effect for more than six years.
After a hearing, the district court granted GRE’s motion and entered judgment in its
favor. The district court determined that the contract required approval of rate-formula
amendments by a dual-percentage vote; therefore, the 2009 rate formula was a valid
amendment to Appendix B, and GRE was entitled to judgment on the declaratory-judgment
and breach-of-contract claims. Alternatively, the district court determined that Crow
Wing’s declaratory -judgment and breach -of-contract claims were time -barred. Because
Crow Wing’s equitable estoppel and unjust-enrichment claims were a “re-casting” of the
breach-of-contract and declaratory -judgment claims, the district court dismissed those
claims. Finally, after determining that the individual respondents owe fiduciary duties to
the cooperative and not to an individual member, the district court also dismissed the
fiduciary-duty claim. Crow Wing appeals.
8
D E C I S I O N
I. The district court correctly dismissed Crow Wing’s declaratory-judgment and
contract claims related to the 2009 rate formula.

In counts I, II, and III of the complaint, Crow Wing’s claims for declaratory
judgment and breach of contract relate to the rate formula and the validity of amendments
to Appendix B. Briefly stated, the district court granted GRE’s motion to dismiss these
counts because it determined that the contract provided how to amend Appendix B and,
based on undisputed facts, the 2009 rate formula is a valid amendment to Appendix B. On
appeal, Crow Wing argues that the district court applied the wrong standard of decision
and also erred in its interpretation of the contract. We address each argument in turn.
A. The district court applied the correct standard of decision.

Under Minn. R. Civ. P. 12.02(e), the district court reviews the legal sufficiency of
the claims for relief alleged in the complaint. See Bodah v. Lakeville Motor Express, Inc.,
663 N.W.2d 550, 553 (Minn. 2003). When we review a district court’s decision to grant a
motion to dismiss, the applicable standard of review is de novo. Id. Both the district court
and this court review the facts alleged in the complaint using the same standard for
decision: “[t]he reviewing court must consider only the facts alleged in the complaint,
accepting those facts as true and must construe all reasonable inferences in favor of the
nonmoving party.” Id.
Crow Wing argues that the district court erred because it did not apply the
appropriate standard of decision under rule 12. The complaint alleges that, under the
contract, GRE may amend the rate formula only if two requirements are met: approval in
9
writing by an individual member and also by a dual-percentage vote. The district court
rejected this interpretation of the contract and determined that the contract may be amended
by a dual-percentage vote. On this basis, Crow Wing argues that the district court did not
accept the facts alleged in the complaint as true and failed to construe all reasonable
inferences in favor of Crow Wing—the nonmoving party.
When a complaint refers to a contract and “the contract is central to the claims
alleged,” then a court may consider the entire written contract along with the factual
allegations in the complaint. In re Hennepin Cty. 1986 Recycling Bond Litig., 540 N.W.2d
494, 497 (Minn. 1995). Moreover, courts “are not bound by legal conclusions stated in a
complaint when determining whether the complaint survives a motion to dismiss for failure
to state a claim.” Hebert v. City of Fifty Lakes, 744 N.W.2d 226, 235 (Minn. 2008).
Interpretation of an unambiguous contract is a question of law that can be determined on a
motion to dismiss and is subject to de novo appellate review . Travertine Corp. v.
Lexington-Silverwood, 683 N.W.2d 267, 271 (Minn. 2004).
Here, the complaint refers to the contract throughout and attaches, as exhibits, a
copy of the contract, including Appendix B and the 2009 rate formula. Thus, the district
court correctly considered the language of the entire contract, Appendix B, and the 2009
rate formula, in deciding the motion to dismiss. See Minn. R. Civ. P. 10.03 (“A cop y of
any written instrument which is an exhibit to a pleading is a part of the statement of claim
or defense set forth in the pleading.”). It is true that the complaint also includes Crow
Wing’s interpretation of the contract, but this interpretation is a legal conclusion that poses
a question of law and receives de novo review on appeal. Travertine, 683 N.W.2d at 271.
10
In short, Crow Wing’s interpretation of the contract is not a fact, thus, we do not accept it
as true. Nor did the district court err by declining to do so.
B. The plain language of the contract provides that the rate formula may
be amended by a dual-percentage vote.

Crow Wing argues that the district court incorrectly interpreted the contract for one
of two reasons. First, Crow Wing asserts that the district court misinterpreted the plain
language of the contract provisions that state how to amend the rate formula. Second, and
in the alternative, Crow Wing argues that , at a minimum, the parties’ conflicting
interpretations of the relevant contract provisions indicate that its terms are “susceptible of
more than one interpretation that gives rise to an ambiguity ”; thus, the complaint states a
claim and dismissal is improper. As already mentioned, the interpretation of a contract is a
question of law. Id. Similarly, whether contract terms are ambiguous is also a question of
law, subject to de novo review. See Republic Nat’l Life Ins. Co. v. Lorraine Realty Corp.,
279 N.W.2d 349, 354 (Minn. 1979).
“The primary goal of contract interpretation is to determine and enforce the intent
of the parties.” Travertine, 683 N.W.2d at 271. In a written contract, reviewing courts
determine the intent of parties “from the plain language of the instrument itself.” Id.
Reviewing courts must interpret a contract “in a way that gives all of its provisions
meaning.” Current Tech. Concepts, Inc. v. Irie Enters., Inc., 530 N.W.2d 539, 543 (Minn.
1995). When the parties’ intent is “totally ascertainable” from a contract, this court’s task
is to “construe [the] contract as a whole and attempt to harmonize all clauses of the
contract.” Chergosky v. Crosstown Bell, Inc., 463 N.W.2d 522, 525-26 (Minn. 1990).
11
Generally, specific language in a contract controls over general provisions. See Burgi v.
Eckes, 354 N.W.2d 514, 519 (Minn. App. 1984).
When contract terms are clear and unambiguous, courts interpret the contract as a
matter of law and “should not rewrite, modify, or limit its effect by a strained construction.”
Travertine, 683 N.W.2d at 271. On the other hand, if a contract is ambiguous because it “is
reasonably susceptible of more than one interpretation,” its interpretation is a question of
fact for a jury to decide. Denelsbeck v. Wells Fargo & Co., 666 N.W.2d 339, 346-47 (Minn.
2003). To determine ambiguity, courts do not read “words or phrases . . . in isolation,” but
rather look to “the meaning assigned to the words or phrases in accordance with the
apparent purpose of the contract as a whole.” Art Goebel, Inc. v. N. Suburban Agencies,
Inc., 567 N.W.2d 511, 515 (Minn. 1997).
Our analysis of the legal sufficiency of Crow Wing’s declaratory-judgment and
breach-of-contract claims (counts I, II, and III) begins with an understanding of the contract
generally and then focuses on the language of three sections of the contract: sections 2.3.2,
2.3.3, and 11.9.1. The contract is 25 pages, begins with recitals about the purpose of the
power agreement and mutual benefits provided, and continues with a total of 11 sections.
Section 1 sets out purchase and sale obligations. Section 2 has provisions relating to rates
in 12 separately numbered paragraphs.
Section 2, in the first numbered paragraph, 2.1, titled “In General,” provides that
members shall pay GRE for “all electric power and energy purchased” under the contract
at rates “determined by applying the Rate Formula to budgets” and “upon the terms and
conditions set forth in this Agreement and in Appendix B attached hereto.”
12
Section 2.3 is titled “Rate Revisions” and has four subparagraphs. Relevant to Crow
Wing’s complaint, section 2.3.2 and 2.3.3 state:
2.3.2. Rate Formula Revisions. Appendix B may be
revised by GRE, at any time and from time to time; provided,
however, (i) . . . GRE shall receive the approval of a Dual
Percentage of the Distribution Members; [and] (ii) Appendix B
to each of the Other Power Purchase Contracts shall be at all
times the same as Appendix B to this Agreement; . . . .4

2.3.3. Effectiveness of Rate Revisions. Any revised
budget . . . or any revised Rate Formula from time to time
established by GRE as provided in Section 2.3.2 shall be
deemed to be substituted for the then existing budget or Rate
Formula, as the case may be, whether or not the Member has
approved such revised budget or Rate Formula. The Member
shall pay for electric power and energy purchased by it under
this Agreement after the effective date of any such revision
pursuant to such revised budget or Rate Formula.

(Emphasis omitted and emphasis added.) Section 2 continues with other provisions relating
to special rates, costs of member services, and allocations to resources. The contract has
eight other sections that are not relevant to the issues on appeal.
Section 11, which is the last section in the contract, is titled “General,” and has 15
separately numbered paragraphs on varying topics. Section 11.9 is titled “Amendments”
and has four subparagraphs. Section 11.9.1 states:
11.9.1. General. . . . [T]his Agreement may be amended
by agreement between GRE and the Member, but no such
amendment to this Agreement shall be effective unless it is in
writing and executed by both parties ; provided, however, that

4 Section 2.3.2 includes a third requirement, as follows: “and (iii) so long as GRE is an
RUS Borrower, RUS shall approve such amendment in writing.” “RUS” is the Rural
Utilities Service, which administers a program under the U.S. Department of Agriculture.
This third requirement is not relevant to the issues on appeal.
13
changes to Appendix B shall be effective only when made in
accordance with Section 2.3.2.

(Emphasis omitted and emphasis added.)
Crow Wing contends that section 11.9.1 establishes two conditions that must both
be satisfied before GRE can amend the rate formula: one before the “provided, however”
language, and one after. As such, Crow Wing contends that an amendment to the rate
formula is not effective until (1) a member agrees to the amendment in a writing executed
by the member and GRE, and (2) the amendment complies with section 2.3.2 and is
approved by a dual-percentage vote.
On the other hand, GRE interprets section 11.9.1’s “provided, however” language
as “carv[ ing] out” an exception for rate-formula amendments, and not imposing an
additional requirement. GRE argues that section 11.9.1 is a general provision that governs
how to amend most provisions in the contract. Because section 11.9.1 refers to section
2.3.2, and because section 2.3.2 includes specific requirement s for rate-formula
amendments, GRE contends that section 2.3.2 governs how to amend or revise the rate
formula.5

5 Both parties provide dictionary definitions in support of their interpretations of the
contract. Crow Wing cites dictionary definitions that state “provided” means “on condition
that.” GRE cites other dictionary definitions that state “provided” means “with the
understanding that.” But we do not construct contracts at the level of individual words or
phrases. Boe v. Christlieb, 399 N.W.2d 131, 133 (Minn. App. 1987) (“Contracts must be
construed as a whole, with the parties’ intentions gathered from the entire instrument, not
from isolated clauses.”). Without considering the context of the entire contract, neither
definition is convincing.
14
Whether section 2.3.2 or section 11.9.1 govern rate amendments is at the heart of
Crow Wing’s claims for declaratory and contract relief. It is undisputed that the 2009 rate
formula was approved by a dual-percentage vote and it is also undisputed that Crow Wing
opposed the 2009 rate formula and did not agree to it in writing. Crow Wing alleges that,
because GRE never obtained Crow Wing’s written agreement to the 2009 rate formula, it
is invalid and Crow Wing is entitled to declaratory -judgment relief (counts I and II) and
breach-of-contract damages (count III).
Both parties claim their respective interpretation gains strength when the specific
provisions are read in the context of the remaining contract provisions. Crow Wing looks
to section 2.3.3, quoted above, which provides that m embers shall pay for electric power
under a new rate formula after its “effective date.” Crow Wing contends that section 2.3.3’s
“effective date” language supports its view of section 11.9.1, which states that n o
amendment “shall be effective unless it is in writing and executed by both parties.” In short,
Crow Wing’s argument is that Crow Wing’s written consent is required for a rate
amendment to “be effective” against Crow Wing under section 11.9.1.
GRE also points to section 2.3.2 and 2.3.3, quoted above, as providing important
context because, read together, these sections provide that the rate formula is the same for
all members and individual approval of rate-formula amendments is not required. Section
2.3.2 provides that the rate formula is “at all times the same” for all members, and section
2.3.3 states that “any revised Rate Formula . . . shall be deemed to be substituted . . . whether
or not a Member has approved such … Rate Formula.”
15
GRE argues that, under Crow Wing’s interpretation of section 11.9.1, the rate
formula will not be the same at all times for all members and a revised rate formula will
not be substituted “whether or not” a member has approved of a revised rate formula. In
other words, GRE argues that Crow Wing’s interpretation of section 11.9.1 renders
meaningless the explicit same -rate-formula-for-all language in sections 2.3.2 and 2.3.3.
The district court interpreted the contract in line with GRE’s position, declaring that an
amendment of the rate formula “did not require there to be an approval both by a vote of a
dual percentage of the members, and also by every individual member.”
Because the contract includes separate and specific provisions for how to revise the
rate formula, we conclude that, when the contract is read as a whole, section 2.3.2 governs
rate-formula revisions, and section 11.9.1 provides that, while amendments to other
contract provisions must be in writing and executed by both a member and GRE, individual
member consent is not required to amend the rate formula. This interpretation of the
contract gives effect to the parties’ intent because it harmonizes and gives effect to all terms
of the contract. See Current Tech. Concepts, 530 N.W.2d at 543 (“A contract must be
interpreted in a way that gives all of its provisions meaning.”). Additionally, this
interpretation of the contract recognizes that the specific provisions of a contract govern
over general provisions. See Burgi, 354 N.W.2d at 519 (“[T]he specific in a writing governs
over the general.”).
Crow Wing’s interpretation of the contract fails to either give effect to all terms or
recognize the importance of specific provisions. Crow Wing’s view inserts section 11.9.1’s
individual-member-consent requirement into section 2.3.2’s requirement for rate-formula
16
revisions. This insertion effectively eliminates the dual-percentage-vote requirement
because unanimity—and not a majority—would be required to revise the rate formula. In
other words, if individual consent is required for rate-formula revisions, then each member
would have veto power to prevent revisions to the rate formula.
Crow Wing argues that its interpretation of the contract would not give each member
veto power to stop rate-formula revisions; rather, section 11.9.1 simply means that rate-
formula revisions are not effective against an individual member until the member has
given its individual consent. In other words, according to Crow Wing, the 2009 rate
formula is effective for all members who favored it in the dual-percentage vote and who
gave individual written consent. We are not persuaded because, this “individual opt out”
interpretation of the contract ignores the very specific rate-revision terms in section 2.3.2,
which provides that the rate formula is “the same” for all members, and section 2.3.3, which
provides that a revised rate formula is sub stituted “whether or not the Member has
approved” the revision.
Crow Wing asserts that its interpretation of the contract, in which individual
members can opt out of rate-formula amendments, is necessary to prevent “unfair
treatment.” Crow Wing contends that if rate-formula revisions are allowed with only the
dual-percentage requirement, GRE would be able to “exten[d] special rates to a majority
group of Members and forc[e] a minority group of Members to subsidize that special
pricing arrangement.” However, “[i]f a contract is una mbiguous, the contract language
must be given its plain and ordinary meaning, and shall be enforced by courts even if the
result is harsh.” Denelsbeck, 666 N.W.2d at 346-47 (quotation omitted). Here, the language
17
of the contract is plain and unambiguous, and therefore, this court must enforce the
agreement.
Alternatively, Crow Wing argues that section 11.9.1 is ambiguous. We conclude
that neither section 2.3.2 nor section 11.9.1 is ambiguous because the “purpose of the
contract as a whole” is to impose the specific requirements of section 2.3.2 on rate-formula
amendments. See Art Goebel, 567 N.W.2d at 515. For reasons already stated, sections 2.3.2
and 11.9.1 are clear and unambiguous when the contract is read in its entirety. As already
discussed, Crow Wing’s interpretation is not reasonable because it inserts individual
consent provisions from section 11.9.1 into section 2.3.2’s dual-percentage requirement
and renders meaningless the same-rate-formula-for-all-members language in sections 2.3.2
and 2.3.3.6
In short, the district court correctly concluded, first, that the contract specifically
provides in section 2 that the rate formula may be revised by a dual-percentage vote of the
members, and second, that the individual-member-consent requirement for other contract
amendments in section 11 does not apply to revisions of the rate formula. Because it is
undisputed that the 2009 rate formula was approved by a dual- percentage vote, we
conclude that the 2009 rate formula is valid and applies to Crow Wing even though it did

6 Crow Wing also claims that the contract is ambiguous because t he parties each cite
different definitions of the word “provided ” and this term is fundamental to any
interpretation of section 11.9.1. But the fact that a word has different definitions does not
make a contract ambiguous. Bd. of Regents of Univ. of Minn. v. Royal Ins. Co. of Am., 517
N.W.2d 888, 892 (Minn. 1994) (“Because a word has more than one meaning does not
mean it is ambiguous.”).
18
not consent in writing. Therefore, the district court did not err in dismissing Crow Wing’s
declaratory-judgment and breach-of-contract claims (counts I, II, and III).
II. The district court erred by dismissing Crow Wing’s breach -of-contract claim
involving the Stanton facility.

Crow Wing next alleges that its breach-of-contract claim (count IV) associated with
the closure of the Stanton facility is “separate and independent” of its claims involving
GRE’s rate-formula revisions. Even if the 2009 rate formula is valid and enforceable, Crow
Wing contends GRE breached the contract in 2017 when it increased Crow Wing’s rate by
7% after closing the Stanton facility. The district court appears to have dismissed count IV
based on its interpretat ion of the contact, the validity of the 2009 rate formula, and the
statute of limitations. 7 Because the Stanton breach-of -contract claim arose in 2017, Crow
Wing argues that the action was commenced well within the six-year limitations period.
For a breach-of -contract claim, the statute of limitations is six years. Minn. Stat.
§ 541.05, subd. 1(1) (2018). The statute of limitations for a cause of action begins to run
when “the cause of action accrues.” Minn. Stat. § 541.01 (2018). “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.” Park Nicollet
Clinic v. Hamann, 808 N.W.2d 828, 832 (Minn. 2011). A cause of action for breach of
contract occurs at the time of the breach even if no damages have occurred yet. Id.

7 In its memorandum, the district court did not mention the Stanton facility, but it appears
to have concluded either that c ount IV depended on the validity of the 2009 rate formula
and/or that count IV was asserted outside the limitations period.
19
The pertinent facts to the Stanton claim are as follows. In May 2015, Crow Wing
exercised its contractual right to reduce its fixed-purchase requirement in the event that
GRE retires any resource in the future. Just over a year later, GRE announced that it would
retire Stanton by May 2017. GRE allegedly promised “significant savings” from the
retirement of Stanton, but instead later increased Crow Wing’s rates by 7% while
requirements members only received a 0.9% increase.
GRE does not dispute that the Stanton claim arose within the limitations period.
Rather, GRE argues that the claim depends solely on the validity of the 2009 rate formula.
GRE points to language in the complaint stating that GRE “simply reallocated the revenue
requirement related to Stanton to other Resources in Crow Wing’s Resource Pool in a
discriminatory manner” and did not apply “the terms” of the contract and the original 2004
rate formula. GRE asserts that Crow Wing never argues that GRE di d not correctly apply
the 2009 rate formula, and therefore, that Crow Wing’s claim about the Stanton facility is
just another variation on its claim that GRE adopted and applied the incorrect rate formula.
In a motion to dismiss, “[t]he complaint must be liberally construed in determining
whether it states a cognizable cause of action.” Gertken v. State, 493 N.W.2d 290, 292
(Minn. App. 1992), review denied (Minn. Feb. 9, 1993). We conclude that, when Crow
Wing’s complaint is liberally construed, it presents a breach-of -contract claim that does
not depend on the validity of the 2009 rate formula.
It is true that Crow Wing alleges that GRE was not using the 2004 rate formula in
setting the 2017 budget and imposing the 7% rate increase, but Crow Wing’s Stanton claim,
as alleged in c ount IV, goes beyond these factual allegations. Crow Wing alleges that it
20
reduced its fixed-purchase requirement in 2016, and that its revenue requirements remained
“virtually unchanged” even though it would be purchasing less electricity. Crow Wing also
alleges that it requested a “complete accounting” of the 2017 rate increase, and that GRE’s
accounting contained “unexplained number shifting” and “accounting gimmicks” that
effectively raised Crow Wing’s rates to make up for GRE’s loss of revenue from the
Stanton facility closure. As an example, Crow Wing argues that GRE doubled the revenue
requirement of a resource that represents 83% of Crow Wing’s resources, but “a much
smaller percentage of the [resources] assigned to the [requirements members].” Moreover,
in its complaint, Crow Wing asserts that the “r eallocation of the revenue requirement
related to Stanton to other resources” is how GRE breached the contract.
Crow Wing’s breach-of-contract claim regarding the Stanton facility can only be
dismissed “if it appears to a certainty that no facts, which could be introduced consistent
with the pleading, exist which would support granting the relief demanded.” N. States
Power Co. v. Franklin, 122 N.W.2d 26, 29 (Minn. 1963). We are not now considering the
merits of Crow Wing’ s Stanton claim, but it appears that facts could be introduced that
would support granting relief. For example, if expert review of GRE’s budget spreadsheets
and other discovery establishes that GRE raised Crow Wing’s rates contrary to the terms
of the contract and the 2009 rate formula, this may support relief for Crow Wing. Because
count IV pleaded a legally sufficient claim that does not depend on the validity of the 2009
rate formula and Crow Wing is entitled to discovery on its breach-of -contract claim
regarding the Stanton plant, we reverse the district court’s decision to dismiss count IV.
21
III. The district court did not err in dismissing Crow Wing’s equitable claims
because Crow Wing had an adequate contractual remedy.

In counts V and VII, Crow Wing asserts claims for unjust enrichment and equitable
estoppel. “It is well settled in Minnesota that one may not seek a remedy in equity when
there is an adequate remedy at law.” Southtown Plumbing, Inc. v. Har-Ned Lumber Co.,
493 N.W.2d 137, 140 (Minn. App. 1992). In particular, “equitable relief cannot be granted
where the rights of the parties are governed by a valid contract.” U.S. Fire Ins. Co. v. Minn.
State Zoological Bd., 307 N.W.2d 490, 497 (Minn. 1981).
Crow Wing relies, in large part, on Anderson v. Delisle to argue that it can be
compensated on equitable theories despi te the existence of a contract. 352 N.W.2d 794,
796 (Minn. App. 1984), review denied (Minn. Nov. 8, 1984). In Anderson, a seller of real
estate anticipated that the buyer was unlikely to be able to perform on a contract to purchase
property. Id. at 795. Before the parties signed the contract, the buyer began making
substantial improvements to the property with the seller’s knowledge. Id. The parties then
signed the contract, which provided that “all improvements made upon the premises, and
all payments made hereunder, shall belong to [ the seller] as liquidated damages for the
breach of this contract by [the buyer].” Id. The buyer then failed to make a down payment
and the seller cancelled the contract, relying on state law, and kept all of the improvements,
as the contract expressly allowed. Id. On appeal, this court reversed the dismissal of the
buyer’s unjust enrichment claim because the seller “stood silent and watched [the buyer]
make extensive improvements to their property” despite knowing that “there was little or
no chance that he could perform under the contract.” Id. at 796.
22
Anderson is distinguishable because the seller cancelled the contract, as he was
allowed to do under state law. The buyer was, therefore, without a contract upon which to
base a claim for relief for the improvements. Therefore, despite Crow Wing’s assertion
otherwise, Anderson does not stand for the rule that “a plaintiff may recover on an unjust
enrichment claim even where a contract exists.”
Here, Crow Wing has a contractual remedy. Because the rights of the parties are
governed by a valid contract, this precludes the possibility of equitable relief. See U.S. Fire
Ins. Co., 307 N.W.2d at 497. We conclude that the district court correctly dismissed Crow
Wing’s equitable-estoppel and unjust-enrichment claims.
IV. The district court did not err in dismissing Crow Wing’s claim that GRE’s
directors and its chief executive officer breached their fiduciary duties to Crow
Wing.

Crow Wing argues that the district court erred in dismissing count VI, its claim
against the individual respondents for breach of fiduciary duties. The district court reasoned
that the individual respondents, who are officers and directors of the GRE cooperative,
“only owe fiduciary duties to the cooperative and not to the cooperative’s individual
members”; therefore, because the individual respondents did not owe a duty to Crow Wing,
its claim must be dismissed.
On appeal, Crow Wing argues that GRE owed it fiduciary duties for two reasons.
First, GRE is a cooperative corporation under Minnesota law and its officers and directors
owe fiduciary duties to each member, including Crow Wing, as provided by statute.
Second, GRE is in a superior position of knowledge to Crow Wing, creating a special
23
relationship that gives rise to fiduciary duties to each member, including Crow Wing. We
consider each argument in turn.
Crow Wing bases its first theory for breach of fiduciary duty on specific language
in the Minnesota Cooperative Law, in part, because GRE is organized under this law. Minn.
Stat. § 308A.325, subd. 2, provides:
The articles may not eliminate or limit the liability of a
director:
(1) for a breach of the director’s duty of loyalty to the
cooperative or its members;
(2) for acts or omissions that are not in good faith or involve
intentional misconduct or a knowing violation of law.

(Emphasis added.) Crow Wing points out that it is a member of GRE. Because subdivision
2 provides that a cooperative’s articles may not eliminate or limit a director’s liability “for
a breach of the . . . duty of loyalty . . . to the cooperative or its members,” id. (emphasis
added), Crow Wing reasons that (1) GRE’s directors owe a duty of loyalty to the
cooperative and its members; and (2) Crow Wing’s membership in the GRE cooperative
means that it may enforce the individual respondents’ fiduciary duties by legal action.
GRE responds that its directors owe fiduciary duties to the cooperative and not to
individual members. GRE highlights language from Minn. Stat. § 308A.328, subd. 1, that
is titled “standard of conduct”:
A director shall discharge the duties of the position of director
in good faith, in a manner the director reasonably believes to
be in the best interests of the cooperative, and with the care an
ordinary prudent person in a like position would exercise under
similar circumstances.

(Emphasis added.)
24
Crow Wing does not convince us that a cooperative’s directors owe fiduciary duties
to individual members. The statutory standard of conduct in section 308A.328,
subdivision 1, provides that directors shall discharge their fiduciary duties “in a manner the
director reasonably believes to be in the best interests of the cooperative.” Id. (emphasis
added). Although section 308A.325, subdivision 2, provides that the articles of
incorporation cannot limit a director’s duty of loyalty to the cooperative “or its members,”
this language does not expressly provide that a director owes a fiduciary duty to individual
members. See Minn. Stat. § 308A.325, subd. 2.
We read and construe a statute “as a whole.” Am. Family Ins. Grp. v. Schroedl, 616
N.W.2d 273, 277 (Minn. 2000). In light of the express legislative standard of conduct
providing that directors must act in the best interests of the cooperative, other sections of
the cooperative law must be read in a manner that is consistent with this standard. If we
were to read section 308A.325, subdivision 2, as imposing a fiduciary duty between a
director and individual cooperative members, that reading would undercut the plain
meaning of section 308A.328, subdivision 1. Therefore, we decline to read the brief
reference to “members” in section 308A.325, subdivision 2, as imposing member-specific
fiduciary duties on cooperative directors.
Crow Wing also does not provide any precedential caselaw in Minnesota that holds
a cooperative director owes a fiduciary duty to individual members. It is not the function
of the court of appeals to establish new causes of action, and this court has no authority to
change the law. Stubbs v. N. Mem’l Med. Ctr., 448 N.W.2d 78, 80-81 (Minn. App. 1989),
review denied (Minn. Jan. 12, 1990); see also Lake George Park, L.L.C. v. IBM
25
Mid-America Emps. Fed. Credit Union, 576 N.W.2d 463, 466 (Minn. App. 1998) (“This
court . . . is without authority to change the law.”), review denied (Minn. June 17, 1998).
“The function of the court of appeals is limited to identifying errors and then correcting
them.” Sefkow v. Sefkow, 427 N.W.2d 203, 210 (Minn. 1988). Here, we decline to expand
the law in this state by imposing fiduciary duties on GRE’s directors toward its individual
members.
Crow Wing also argues that we may accept its claim for breach of fiduciary duty
because GRE has special knowledge relating to the cooperative, and as a result, GRE’s
directors have fiduciary duties toward Crow Wing. Minnesota caselaw has narrowly
construed fiduciary relationships by characterizing a “fiduciary” as one with superior
knowledge in whom others place “a high level of trust and confidence.” Carlson v. SALA
Architects, Inc., 732 N.W.2d 324, 330- 31 (Minn. App. 2007), review denied
(Minn. Aug. 21, 2007). A fiduciary relationship “transcends the ordinary business
relationship which, if it involves reliance on a professional, surely involves a certain degree
of trust and a duty of good faith and yet is not classified as ‘fiduciary.’” Id. at 331. In D.A.B.
v. Brown, we held that the physician-patient relationship is not fiduciary in nature. 570
N.W.2d 168, 171 (Minn. App. 1997). In so holding, we reasoned, in part, that “[t]o hold
otherwise would permit avoidance of every statute defining the physician/patient
relationship.” Id.
Crow Wing, a cooperative member, is a sophisticated party that is in a business
relationship with GRE, a cooperative. Also, Minnesota statutes define the duties of a
cooperative corporation. Reading a fiduciary relationship into this business relationship
26
would undercut the legislature’s efforts to define and codify these duties. Since Crow Wing
provides no exceptional facts that would permit such a departure, it has not successfully
pleaded a breach of fiduciary duty based on a special relationship.
In sum, we reverse the district court’s grant of GRE’s motion to dismiss with respect
to Crow Wing’s breach-of-contract claim relating to the closure of the Stanton facility. We
affirm the district court’s decision with respect to all other claims and remand for further
proceedings consistent with this opinion.
Affirmed in part, reversed in part, and remanded.