Carl Green, 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This opinion will be unpublished and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
A18-2060

Carl Green,
Appellant,

vs.

Tom Carlson, et al.,
Respondents.

Filed July 22, 2019
Affirmed
Halbrooks, Judge

Washington County District Court
File No. 82-CV-18-3512

Carl Green, Minnetonka, Minnesota (pro se appellant)

Thomas P. Carlson, Carlson & Associates, Ltd., Vadnais Heights, Minnesota (for
respondents)

Considered and decided by Halbrooks, Presiding Judge; Slieter, Judge; and
Klaphake, Judge.

 Retired judge of the Minnesota Court of Appeals, serving by appointment pursuant to
Minn. Const. art. VI, § 10.

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U N P U B L I S H E D O P I N I O N
HALBROOKS, Judge
Appellant contends that the district court erred by dismissing his complaint for
failure to state a claim under Minn. R. Civ. P. 12.02(e). We affirm.
FACTS
Self-represented appellant Carl Green is the owner of Rainbow House, LLC, which
owned a townhouse unit in Woodbury. In 2018, respondent Chamberlain Homeowners
Association commenced a judicial-foreclosure action against Rainbow House to foreclose
on an assessment lien. The district court granted s ummary judgment to Chamberlain and
directed the sheriff to sell the property pursuant to Chamberlain’s governing documents.
After the foreclosure sale was held, the district court filed an order confirming the sale.
Rainbow House did not appeal from the judgment.
While the judicial-foreclosure action was in process, Green filed a conciliation court
action against Chamberlain and respondent Tom Carlson, Chamberlain’s attorney, seeking
to recover collection charges stemming from the unpaid assessments. The conciliation
court judge awarded judgment to Carlson, noting that Carlson, as counsel for Chamberlain,
was not a proper party. Green removed the matter to district court pursuant to Minn. R.
Gen. Prac. 521 and amended his complaint to assert claims of breach of contract, breach of
the implied covenant of good faith and fair dealing, and “collateral attack on [the]
judgment.” Chamberlain and Carlson moved to dismiss Green’s claim for failure to state
a claim for which relief could be granted pursuant to Minn. R. Civ. P. 12.02(e).

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Following a hearing, the district court dismissed Green’s complaint with prejudice,
determining that “[w]ith the exception of identifying the parties, [Green] provides no facts
in the Complaint and demonstrates no entitlement to relief. [Green]’s complaint consists
of nothing more than unsupported allegations and conclusions without any factual
support.” The district court also stated that Green’s alleg ations “actually h elp to
demonstrate that he is not entitled to relief” because the townhouse was owned by Rainbow
House and not by Green, individually. Green “specifically asserts in his complaint that he
‘is not a member of [Chamberlain]’ . . . . And y et, all of his claims are based upon the
assertion of a contract . . . between him and [Chamberlain].” The district court determined
that Green not only failed to state a claim for which relief could be granted but also that
Green’s claim, which amount s to a collateral attack on the judicial -foreclosure action, is
barred by res judicata and collateral estoppel. This appeal follows.
D E C I S I O N
When reviewing a claim dismissed pursuant to Minn. R. Civ. P. 12.02(e), “[w] e
review de novo whether a compla int sets forth a legally sufficient claim for relief. We
accept the facts alleged in the complaint as true and construe all reasonable inferences in
favor of the nonmoving party.” Walsh v. U.S. Bank, N.A ., 851 N.W.2d 598, 606 (Minn.
2014) (citation omitted).
Green’s amended district court complaint asserts claims of breach of contract,
breach of the implied covenant of good faith and fair dealing, and a “collateral attack on
the judicial-foreclosure judgment.” Based on our review, Green’s complaint does not set
forth a legally sufficient claim for relief, even when construing all inferences in his favor.

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Green’s complaint merely sets forth unsupported allegations and conclusory statements
without any factual support. For example, Green alleges breach of contract, but does not
detail what contract was breached or how the breach occurred. And, as noted by the district
court, Green’s complaint actually undermines his claims because the complaint alleges that
Green is not a member of Chamberlain. All of the claims asserted are based on an alleged
contract between Chamberlain and Green that does not exist. The district court properly
concluded that Green’s complaint fails to state a claim upon which relief can be granted.
The district court further concluded that Green’s claims amount to an impermissible
collateral attack on the judgment in the judicial -foreclosure action. In Green’ s amended
complaint, he asserts that count three is a “collateral attack on [the] judgment.” Minnesota
law does not permit collateral attacks on facially valid judgments. Nussbaumer v. Fetrow,
556 N.W.2d 595, 599 (Minn. App. 1996) , review denied (Minn. Feb. 26, 1997) . A
judgment is subject to collateral attack only when a lack of j urisdiction affirmatively
appears on the face of the record. Burma v. Stransky, 357 N.W.2d 82, 86 (Minn. 1984).
But Green does not assert a lack of jurisdiction or any other basis to permit a collateral
attack on the judgment. Thus, the district court p roperly concluded that the claims are an
impermissible collateral attack.
Finally, Green asserts that the district court erred in concluding that both res judicata
and collateral estoppel apply to bar his claims. We review de novo a district court’s
application of collateral estoppel and res judicata. See Rucker v. Schmidt, 794 N.W.2d 114,
117 (Minn. 2011) (“We review the application of res judicata de novo.”); Hauschildt v.

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Beckingham, 686 N.W.2d 829, 837 (Minn. 2004) (“Whether coll ateral estoppel precludes
litigation of an issue is a mixed question of law and fact that we review de novo.”).
Res judicata “prevents either party from relitigating claims arising from the original
circumstances, even under new legal theories.” Hauschildt, 686 N.W.2d at 837.
Res judicata applies not just to the claims actually litigated, but to “all claims that could
have been litigated in the earlier action.” Id. at 840. Collateral estoppel “applies to specific
legal issues that have been adjudicated.” Id. at 837. Neither is to be applied rigidly. Id.
Res judicata bars a subsequent claim when “(1) the earlier claim involved the same
set of factual circumstances; (2) the earlier claim involved the same parties or their privies;
(3) there was a final judgment on the merits; [and] (4) the estopped party had a full and fair
opportunity to litigate the matter.” Id. at 840.
Here, the claims alleged in the complaint arose from the judicial-foreclosure action,
which resulted in a judgment that Chamberlain is seeking to enforce against Green. Green
does not dispute that his claims against Chamberlain and Carlson arise from the same set
of factual circumstances as the judicial -foreclosure action. And the judicial -foreclosure
action was a final judgment on the merits. The question on appeal is whether elements two
and four of res judicata are satisfied.
Green argues that, as the “assignee” of Rainbow House, he is not the same party as
Rainbow House. Carlson and Chamberlain contend that since Green is the sole owner and
member of Rainbow H ouse, he is , for all practical purposes, the same party and is
attempting to skirt the rule prohibiting his representation of the limited liability corporation
as a non-lawyer by bringing these claims as an individual. See Nicollet Restoration, Inc.

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v. Turnham , 486 N.W.2d 753, 754 (Minn. 1992) (stating that Minnesota “follows the
common law rule that a corporation may appear only by attorney”). We agree. Further, as
the “assignee” of Rainbow House, Green is certainly a party in privity with Rainbow
House. See Beutz v. A.O. Smith Harvestore Prod s., Inc., 431 N.W.2d 528, 53 3 (Minn.
1988) (“Privity requires a person so identified in interest with another that he represents
the same legal right.”). Thus, the second element of res judicata is satisfied.
Green contends that he did not have a full and fair opportunity to litigate this matter
in the judicial-foreclosure action. Whether a party had a full and fair opportunity to litigate
“generally focuses on whether there were significant procedural limitations in the prior
proceeding, whether the party had the incentive to litigate fully the issue, or whether
effective litigation was limited by the nature or relationship of the parties.” State v. Joseph,
636 N.W.2d 322, 328 (Minn. 2001) (quotation omitted). The record does not reflect that
there were any procedural limitations o r that the litigation was limited by the nature or
relationship of the parties. Rainbow House had every incentive to fully litigate this matter,
including the opportunity to appeal from the judicial -foreclosure action, which it did not
do. See id. at 329 (holding that if a party believed a district court decision was erroneous,
it had both the right and opportunity to appeal and had it done so, it would “not be in the
position it finds itself in now”). Accordingly, the fourth element of res judicata is satisfied.
Green also contends that the district court erred in concluding that collateral
estoppel bars his claim. For collateral estoppel to app ly, the following elements must be
met:

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(1) the issue must be identical to one in the prior adjudication;
(2) there was a final judgment on the merits; (3) the estopped
party was a party or was in privity with a party to the prior
adjudication; and (4) th e estopped party was given a full and
fair opportunity to be heard on the adjudicated issue.

Hauschildt, 686 N.W.2d at 837 (quotation omitted). Green challenges the third and fourth
elements—those pertaining to the same party or parties in privity and whether he had a full
and fair opportunity to litigate. For the reasons outlined above, Green’s contentions are
without merit. The district court properly concluded that the principles of res judicata and
collateral estoppel bar these claims.
Affirmed.