Linnihan Foy Advertising, LLC, Respondent,

This opinion will be unpublished and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
A18-0595

Linnihan Foy Advertising, LLC,
Respondent,

vs.

Talon Real Estate Holding Corp.,
Appellant.

Filed March 4, 2019
Affirmed
Reyes, Judge

Hennepin County District Court
File No. 27-CV-17-3029

Andrew A. Green, Cottrell Law Firm, P.A., Mendota Heights, Minnesota (for respondent)

Ryan J. Hatton, Gurstel Law Firm, P.C., Golden Valley, Minnesota (for appellant)

Considered and decided by Hooten, Presiding Judge; Reyes, Judge; and Cochran,
Judge.
U N P U B L I S H E D O P I N I O N
REYES, Judge
Appellant real-estate-investment company challenges the district court ’s
determination that it owed respondent advertising agency damages under claims for breach
of contract and account stated, arguing that respondent failed to perform the conditions

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precedent to its right to demand payment and that a prior debtor -creditor relationship
between them did not exist. We affirm.
FACTS
In 2015, MG Kaminski, the chief executive officer of Talon Real Estate Holding
Corporation (Talon), authorized its senior vice president , Gregory Pfleider, to hire an
outside firm to redesign Talon’s website. Pfleider hired respondent Linnihan Foy
Advertising (Linnihan Foy) . Pfleider later testified at trial that he communicated this
engagement to Kaminski. On May 14, 2015, Pfleider and Linnihan Foy’s co-founder, Sean
Foy, signed a written contract under which Linnihan Foy agreed to provide certain services
and produce deliverables to Talon in three distinct phases of the overall project. Each phase
had its own cost: Phase 1 – $22,000; Phase 2 – $12,000; and Phase 3 – $2,000. Pfleider
and Foy met on several occasions. Foy provided Pfleider with completed work (website
copy, images, and design mockups) for review, and Pfleider expressed his satisfaction with
it.
On June 8, 2015, Linnihan Foy sent Talon a first invoice totaling $10,000, “for
“creative services . . . for [Talon’s] phase 1 web work.” The invoice required payment by
July 8, 2015. On July 13, 2015, Linnihan Foy sent Talon a second invoice totaling
$9,547.07, for additional work, requiring payment by August 12, 2015. When the
deadlines for payment of both invoices had passed, Linnihan Foy began emailing Talon to
inquire about payment. Twice Pfleider responded from hi s work e-mail, acknowledging
that Talon was “way past due” on payment, indicating that Talon was “working to generate
capital to pay off [its] balance [with Linnihan Foy],” and consenting to the application of

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any late penalties. Pfleider informed Linnihan Foy that, while he didn’t “have a clear date
in mind. . . ” as to when Talon would pay off its balance, he was “confident in [ Talon’s]
on going [sic] efforts to rectify this issue sooner than later.” As a result of Talon’s
nonpayment, in October 2016, Linnihan Foy sent Talon’s account to its collections agency.
Linnihan Foy sued Talon for th e amount of both invoices, $19, 547.07, claiming
breach of contract and account stated. The district court held a court trial and hear d
testimony from Foy, Pfleider (who, at the time of trial, no longer worked for Talon), and
Kaminski. The district court credited the testimony of Foy and Pfleider. On February 15,
2018, the district court issued its order for judgment, holding Talon liable to Linnihan Foy
for $19,547.07 as of July 31, 2015, plus interest, cost s, and disbursements. Talon moved
the district court to amend and supplement its findings of fact and conclusions of law. The
district court construed it as a motion for reconsideration, which it denied .1 This appeal
follows.
D E C I S I O N
Talon first argues that the district court erred in holding that it breached the contract
by failing to timely pay the invoices because the contract did not include an agreement that
Linnihan Foy would charge for work-in-progress before completing a phase. Next, Talon
challenges the account-stated claim, arguing that no prior debtor -creditor relationship

1 Talon’s motion to “amend and supplement findings of fact and conclusions of law” is not
a proper motion under the rules. While the district court construed Talon’s motion as a
motion to reconsider, we note that, before filing a motion to reconsider, a litigant must first
file a request with the district court to file a motion to reconsider. Minn. R. Gen. Prac.
115.11. Talon did not file such a request.

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existed between the parties because Linnihan Foy failed to complete work for any of the
three work phases in the contract. We first address the account-stated claim.
“We review a district court’s application of the law de novo.” Harlow v. State Dep’t
of Human Servs. , 883 N.W.2d 561, 568 (Minn. 2016). To recover on its account-stated
claim, Linnihan Foy must establish (1) a prior debtor-creditor relationship with Talon;
(2) mutual assent between the parties that the balance owing is correct; and (3) a promise
by Talon to pay the balance owing. Mountain Peaks Fin. Servs., Inc. v. Roth-Steffen, 778
N.W.2d 380, 387 (Minn. App. 2010), review denied (Minn. Apr. 28, 2010).
Talon challenges only the first element of Linnihan Foy’s account-stated claim. 2
The record supports a finding that a prior debtor-creditor relationship existed between the
parties. Pfleider was an employee of Talon, authorized by its CEO to enter into a contract
with Linnihan Foy on behalf of Talon. Therefore, by signing the contract with Linnihan
Foy, he lawfully bou nd Talon to the contract. Pfleider also knew of the deliverables for
each phase of work and their respective costs. C.f. Manderfeld v. Krovitz , 539 N.W.2d
802, 806 (Minn. App. 1995) (finding spouse not bound by contract of which she was
unaware, was not party to, and to which she did not consent ), review denied (Minn. Jan.
25, 1996); see also Roehrdanz v. Schlink, 368 N.W.2d 409, 412 (Minn. App. 1985) (finding
professional agreement to pay whatever amount was charged did not exist when client was
unaware of any fee other than basic rate, time spent on any particular service, or how charge
would be allocated). The district court did not err in determining that Linnihan Foy met

2 Although Talon does not challenge the second and third elements of the account-stated
claim, upon careful review of the record, we conclude that these elements are satisfied.

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all the elements of its account-stated claim. Because Talon can be found liable to Linnihan
Foy under either an account -stated claim or a breach -of-contract claim, we need not
analyze the breach-of-contract claim.
Affirmed.