Joel Storland, et al., Respondents,

This opinion will be unpublished and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
A18-1564

Joel Storland, et al.,
Respondents,

vs.

Nordic Townhomes Limited Partnership et al.,
Appellants,

Barbara Volstad Kent, et al.,
Defendants.

Filed May 6, 2019
Affirmed
Jesson, Judge

Dakota County District Court
File No. 19HA-CV-17-2671

Joseph F. Schmidt, Minneapolis, Minnesota (for respondents)

Anthony Gabor, Morris Law Group, P.A., Edina, Minnesota (for appellants)

Considered and decided by Johns on, Presiding Judge; Ross, Judg e; and Jesson,
Judge.
U N P U B L I S H E D O P I N I O N
JESSON, Judge
Appellant Nordic Townhomes Limite d Partnership challenges the d istrict court’s
order that it dissolve, in accord ance with the partnership agre ement, on the basis that

2
respondents lacked standing to bring their suit. Because we conclude respondents suffered
an injury-in-fact affording them standing to enforce the partnership agreement, we affirm.
FACTS
Appellant Nordic Townhomes Limite d Partnership (Nordic) was est ablished
May 25, 1990. When Nordic was formed, it had three limited partners (Vincent Storland,
Andrew Volstad, and Helge Nordby) and three general partners. As an entity, Nordic
acquired, leased, and sold property.
When limited partner Vincent Storland died, his wife inherited his financial interest
in Nordic. But she did not become a limited or general partner . In February 2005,
Storland’s wife sold her interes t in Nordic to respondents Joel Storland, Janet Anderson,
and Judy Rusten. Respondents have never been limited or general partners in Nordic.
All of the original limited partners are now deceased, and not hing in the record
indicates that Nordic currently has a limited partner. Pursuant to the partnership agreement,
once Nordic did not have any limited partners, the partnership was to dissolve, liquidate,
and cease doing business. Despite the fact that Nordic does not have any limited partners,
it continued to exist as an entity and conduct business.
In August 2017, respondents—who are not partners but hold a 33 % ownership
interest in Nordic—filed a compla int with the district court se eking an order directing
Nordic to wind up business of the limited partnership, appoint a receiver to liquidate the
assets of the partnership, and disburse any remaining balance to the interested parties. In
response, Nordic filed a motion for summary judgment. Nordic a lleged that respondents
did not have standing to seek judicial or nonjudicial dissolution of the partnership because

3
they are neither limited nor gene ral partners. Respondents the n filed a motion seeking
summary judgment on the basis that the partnership agreement re quired dissolution and
liquidation of Nordic.
The district court granted respondents’ motion for summary jud gment and ordered
that Nordic be dissolved, reasoning that the language of the pa rtnership agreement
indicated that “the signatories i ntended that the partnership w ould dissolve under the
current factual circumstances.”1 On the issue of standing, the district court concluded that
“there [was] nothing presented that the Legislature intended that [respondents’] interest not
be protected.” Nordic appeals.
D E C I S I O N
Nordic argues that respondents did not have standing to seek judicial or nonjudicial
dissolution of Nordic because the y were not partners and did no t suffer an injury-in-fact.
We review whether a party has standing de novo. In re Custody of D.T.R. , 796 N.W.2d
509, 512 (Minn. 2011).
Before a court can exercise jurisdiction over a case, a party must have standing. Id.
“Standing is a legal requirement t hat a party have a sufficient stake in a justiciable
controversy to seek relief from a court.” Enright v. Lehmann, 735 N.W.2d 326, 329 (Minn.
2007). In general, standing to bring an action is conferred in one of two ways: either by a
legislative enactment granting standing or by the plaintiff suf fering an injury-in-fact. Id.

1 The district court subsequently granted Nordic’s request to st ay execution of its order
pending appeal.

4
To establish an injury-in-fact, a plaintiff must demonstrate “a concrete and particularized
invasion of a legally protected interest.” Id. (citing Lujan v. Defs. of Wildlife , 504 U.S.
555, 560, 112 S. Ct. 2130, 21 36 (1992)). “Economic injury or t he prospect of economic
injury may be sufficient to establish standing.” In re Application of Crown CoCo, Inc. ,
458 N.W.2d 132, 135 (Minn. App. 1990).
At the outset, we note that although Nordic characterizes respo ndents’ action as
seeking dissolution of the partn ership, we view respondents’ ac tion as asking the district
court to enforce the partnership agreement. Respondents never cited to relevant Minnesota
statutes regarding judicial or nonjudicial dissolution of a lim ited partnership as the basis
for their action against Nordic. And the relief respondents so ught—an order directing
Nordic to wind up business, appoi nt a receiver to liquidate the assets of the partnership,
and disburse any remaining balanc e to the interested parties—is consistent with our
conclusion that respondents sought enforcement of the partnership agreement.
Here, respondents suffered an injury-in-fact sufficient to give them standing to ask
the district court to enforce the partnership agreement. The p artnership agreement is
clear: Nordic was to be dissolved when there were no longer any limited partners. That
process involves liquidating assets, and respondents are entitled to their share of any profits
remaining once partnership obligations are resolved. See Minn. Stat. § 321.0702(b)(2)
(2018) (stating that “upon the dissolution and winding up of th e limited partnership’s
activities [a transferee is entitle d to] the net amount otherwi se distributable to the
transferor”). Because respondent s are entitled to their share of that money, and because

5
Nordic refused to take steps to dissolve the partnership and li quidate assets, respondents
suffered an injury-in-fact sufficient to confer standing.
Nordic raises several arguments that respondents did not have standing. Nordic first
contends that respondents did not suffer an injury-in-fact beca u s e t h e y d i d n o t a l l e g e
damages and have not demonstrated that they are entitled to any funds resulting from
liquidation of partnership asse ts. But this argument is contra ry to the partnership
agreement—which states that upon dissolution and liquidation, respondents are entitled to
their share (33%) of any profit remaining after the partnership’s debts and other obligations
are resolved—and Minnesota law. See Minn. Stat. § 321.0702(b)(2) (providing that a
transferee is entitled to their respective share of the profits upon dissolution and
liquidation).
Nordic also contends that no statutory provision gives respondents standing. Nordic
cites Minnesota Statutes section 321.0802 (2018), which states that a district court may
order dissolution of a limited partnership “[o]n application by a partner” in situations where
it is not “reasonably practicable” for the limited partnership to continue business in
accordance with the partnership a greement. Because respondents were never partners,
Nordic contends that the statute prevents them from seeking jud icial dissolution of the
limited partnership. But as we noted above, respondents’ actio n is more properly
characterized as seekin g enforcement of the partnership agreeme nt rather than seeking
judicial dissolution of the partnership. And because we conclu de that respondents have
standing because they suffered an injury-in-fact, respondents do not need a statutory basis

6
to have standing. See Enright, 735 N.W.2d at 329 (stating that standing can be conferred
by statute or by suffering an injury-in-fact).
Finally, Nordic alleges that this court’s decision in Gale v. Rittenhouse supports its
position that respondents sought judicial dissolution of the li mited partnership. 686
N.W.2d 50 (Minn. App. 2004). In Gale, pursuant to a limited partnership agreement, the
limited partner removed the general partner. Id. at 52. The partnership agreement provided
that a removed general partner was required to resolve any disputes regarding the value of
the partnership interest through arbitration. Id. Without attempting arbitration, the
removed general partner asked the district court to “grant a de claratory judgment
determining that the [p]artnership must be dissolved, terminated and liquidated.” Id. at 53.
This court concluded that the lan guage was ambiguous regarding whether the former
general partner sought judicial dissolution or a determination that a nonjudicial dissolution
occurred. Id. And this court affirmed the district court’s determination th at Gale lacked
standing because the partnership agreement clearly stated that Gale was required to resolve
any disputes regarding her partnership interest through arbitration. Id. at 53-54.
We do not read Gale as supporting Nordic’s position. Instead, we read Gale—much
like the district court did here—as standing for the proposition that courts enforce the plain
language of partnership agreemen ts. And here, the partnership agreement clearly states
that Nordic was to be dissolved when there were no limited part ners. Accordingly, as
transferees, respondents had standing to ask the district court to enforce the partnership
agreement and the district court correctly required Nordic to f ollow the partnership
agreement’s mandate of dissolution and liquidation.

7
Finally, although our opinion rests on our application of the l aw, we observe that
adopting Nordic’s position could effectively result in no one h aving standing to seek
enforcement of the partnership agreement. We do not discern th at Minnesota law leaves
transferees like respondents without redress in cases where remaining general partners fail
to abide by the partnership agreement.2
Because respondents, as transferees, suffered an injury-in-fact as a result of Nordic’s
failure to abide by the partnership agreement, we conclude that respondents had standing
to seek enforcement of the partnership agreement.
Affirmed.

2 Nordic also alleges that respondents’ complaint was not properly pleaded with respect to
requirements for a derivative action. Although Nordic did raise this issue in its motion for
summary judgment, the district court’s order did not address th is argument at all. But,
“[a]ppellate courts cannot assume a district court erred by failing to address a motion, and
silence on a motion is therefore treated as an implicit denial of the motion.” Palladium
Holdings, LLC v. Zuni Mo rtg. Loan Tr. 2006-OA1 , 775 N.W.2d 168, 177–78 (Minn.
App. 2009), review denied (Minn. Jan. 27, 2010). We view the district court’s silence as
an implicit rejection of this argument. Respondents’ action is not a deri vative suit. A
derivative suit seeks relief in favor of the entity, rather than the individuals. S e e P J
Acquisition Corp. v. Skoglund, 453 N.W.2d 1, 4 (Minn. 199 0). Here, respondents sought
relief for themselves as individuals, not for Nordic as an enti ty. As such, respondents’
action is not properly characterized as a derivative action and this argument is without
merit.