A19-0507

STATE OF MINNESOTA
IN COURT OF APPEALS
A19-0503
A19-0507

In re the Estate of Prince Rogers Nelson, Deceased.

Filed November 25, 2019
Affirmed in part, reversed in part, and remanded
Reilly, Judge

Carver County District Court
File No. 10-PR-16-46

Barbara P. Berens, Erin K. Fogarty Lisle, Car rie L. Zochert, Berens & Miller, P.A.,
Minneapolis, Minnesota; and

John J. Rosenberg (pro hac vice), Rosenberg, Giger & Perala P.C., New York, New York
(for appellants CAK Entertainment, Inc. and Charles Koppelman)

Alan I . Silver, Andrea E. Reisbord, Bassford Remele, Minneapolis, Minnesota (for
appellants NorthStar Enterprises Worldwide, Inc. and L. Londell McMillan)

Peter J. Gleekel, William J. Tipping, Bradley R. Prowant, Larson  King, LLP, St. Paul,
Minnesota (for respondent Estate)

Considered and decided by Rodenberg, Presiding Judge; Larkin, Judge; and Reilly,
Judge.
S Y L L A B U S
The plain and unambiguous language of Minn. Stat. § 52 4.3-721 (2018), allows a
district court, upon a proper motion, to review the reasonableness of compensation received
by a specialized a gent employed by the estate, to order appropriate refun ds if the
compensation received is determined t o be excessive, and to fashion interim injunctive
relief if warranted after analysis of the factors set forth in Dahlberg Bros., Inc. v. Ford
Motor Co., 137 N.W.2d 314 (Minn. 1965).

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O P I N I O N
REILLY, Judge
In these consolidated appeals from a n order in which the district court direct ed
appellants to refund to respondent estate commissions they previously received, appellants
argue that the district court (1) erred by allowing the estate to proceed with its claim under
Minn. Stat. § 524.3-721; (2) denied appellants due process of law by allowing the estate to
proceed under Minn. Stat. § 524.3 -721; (3) erred by granting a temporary injunction
without addressing the Dahlberg factors; and (4 ) a bused its discretion by holding
appellants, including their officers, directors, shareholders, employees, agents, assigns and
successors, to be jointly and severally liable to the estate for the funds to be refunded. We
affirm in part, reverse in part, and remand.
FACTS
Recording artist Prince Rogers Nelson (Prince) died on April 21, 2016. Shortly
thereafter, the district court granted a petition, brought by Prince’s sister, to appoint Bremer
Trust N.A. (Bremer) as Special Administrator of the Estate of Prince Rogers Nelson (the
Estate). Bremer subsequently moved for authorization to negoti ate with and potentially
employ entertainment industry experts to assist Bremer with management and preservation
of the wide-ranging intellectual property of the Estate. The district court granted Bremer’s
motion, and Bremer later retained appellant L. Londell McMillan (McMillan) on behalf of
appellant NorthStar Enterprises Worldwide Inc. (NorthStar), and appellant Charles

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Koppelman (Koppelman) on behalf of appellant CAK Entertainment Inc. (CAK), to act as
advisors to monetize the Estate’s intellectual property.1
The “Advisor Agreement” between Bremer and Advisors provided:
5. Services: During and throughout the Term,
Advisor[s] agree[] to be available to perform and shall
undertake to perform services in the Entertainme nt Industry
and advise and counsel [Bremer] in all aspects of [Bremer’s]
business in the Entertainment Industry related to [Prince] . . . .
During the Term, [Bremer] agrees to promptly refer to
Advisor[s] and to instruct all third parties to refer to Advisor[s]
for advice and counsel all verbal and written leads,
communications, or requests in connection with all
engagements and arrangements that are within the scope of this
Agreement.

In exchange for their services, the Advisor Agreement provided that Ad visors would be
paid a fixed ten-percent commission on “all Gross Monies” paid to the E state pursuant to
agreements entered into by the E state that resulted from services provided by Advisors.
Section 6 of the Advisor Agreement stated that Advisors’ commis sions were deemed to
have been earned by Advisors “simultane ously with the payment to” the E state of any
amounts due under such agreements.
Advisors were paid commissions in connection with two contracts that were entered
into by the Estate. The first contract was with Jobu Presents LLC (Jobu) to organize and
promote a Prince tribute concert. Under the terms of Jobu’s proposal, Jobu would
guarantee an advance payment to the E state of $7 million, one -third of which would be
payable to the E state shortly a fter the agreement was signed. Bremer accepted Jobu’s

1 NorthStar and CAK will be hereinafter referred to as “Advisors.”

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proposal on July 7, 2016. Jobu then advanced a portion of the required one-third payment
to the Estate and directly paid McMillan $116,666, his half of the ten-percent commission.
CAK was not paid its half of the ten-percent commission.
Later, the agreement with Jobu collapsed and Jobu demanded repayment of its
advance under the threat of litigation. The E state refunded the entire advance, including
McMillan’s $116,6 66 commission. And Jobu later sued Bremer, Koppel man, CAK,
McMillan, and NorthStar, alleging that they fraudulently induced Jobu to enter into the
Jobu Agreement (Jobu litigation).
In addition to the contract with Jobu, the E state contracted with Univers al Music
Group (UMG) for the distribution and marketing of certain recordings. Pursuant to this
agreement, UMG agreed to pay $31 million to the Estate, and, as dictated by terms of the
Advisor Agreement, a ten -percent commission would be paid by UMG to Ad visors.
Bremer submitted the proposed UMG agreement, along with several other proposed
agreements, to the district court for approval. Certain heirs opposed the UMG transaction,
arguing that the transaction would violate an earlier agreement between Prince and Warner
Brothers Records Inc. (WBR). These heirs also challenged, among other things, the
reasonableness of the ten -percent commission to be paid to Advisors under the Advisor
Agreement.
The district court granted Bremer’s motion to approve the UMG agreement. UMG
paid the Estate approximately $28 million, which consisted of the $31 million contract
price, less Advisors’ commissions. UMG also directly paid to Advisors $3.1 million, as
their ten-percent of the $31 million contract price, allocated equally between Advisors.

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January 31, 2017 marked the final day of Advisors’ term as advisors to the Estate
and Bremer’s appointment as special administrator. The next day, Comerica Bank & Trust
N.A. (Comerica) was appointed as personal representative of the Estate. Shortly thereafter,
WBR contacted Comerica, claiming an interest in certain recordings that were part of the
Estate’s agreement with UMG. Because it was concerned about pote ntial litigation with
WBR, the Estate rescinded the UMG agreement and refunded the entire advance, including
the $3.1 million in commission paid to Advisors.
The district court appointed Peter Gleek el and the law firm Larson  King LLP as
second special administrator (SSA) of the Estate and granted the SSA authority to conduct
“an independent examination of the facts, circumstances and events relating to the
rescission of the UMG Agreement.” The SSA’s authority was later expanded to include
an independent examination related to the Jobu Agreement.
Following its investigations, the SSA filed two reports , finding actionable conduct
by Advisors in connection with both transactions. The SSA brought a motion under Minn.
Stat. § 524.3 -721, seeking an order requiring Advisors to refund commissions paid in
connection with the terminated agreement with Jobu and the rescinded agreement with
UMG. The district court granted the motion in part on March 11, 2019, concluding that
under Minn. Stat. § 524.3 -721, “it is appropriate that the Advisors be required to refund
the Jobu and UMG commissions to the Estate.” T he district court ordered that within 30
days of the entry of the order, appellants, “including [their] officers, directors, shareholders,
employees, agents, assigns and successors . . . shall refund to the Estate all compens ation
received as a result of the terminated Jobu transaction and rescinded UMG transaction,”

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and that failure to adhere to the order would result in Advisors “being held in contempt of
court.” The district court also “deemed” the order “temporary” in “or der to protect the
assets of the Estate,” and ordered that the “refunded commissions . . . be held in a
designated escrow account by the attorneys for the Estate and not distributed until further
order of the Court.” Finally, the district court held Advisors to be “jointly and severally
liable to the Estate” for the commissions ordered to be refunded.
Advisors each filed notices of appeal . This court consolidated the appeals and
questioned whether the March 11, 2019 order was appealable as a matter of rig ht. After
the parties filed informal memoranda, this court concluded that “[b]ecause the March 11,
2019 order has the characteristics of a temporary mandatory injunction, the order is
appealable under Minn. R. Civ. App. P. 103.0 3(b),” and accepted jurisdiction over this
appeal.
ISSUES
I. Did the district court err by determining that Advisors are subject to the provisions
of Minn. Stat. § 524.3-721?

II. Did the district court’s application of Minn. Stat. § 524.3 -721 in the context of a
temporary injunction deny Advisors due process of law?

III. Did the district co urt err by granting a temporary injunction in favor of the E state
without analyzing the Dahlberg factors?

IV. Did the district court abuse its disc retion by holding Advisors, including their
officers, directors, shareholders, employees, agents, assigns and successors, jointly
and severally liable to the Estate for the commissions ordered to be refunded?

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ANALYSIS
I.
Advisors challenge the district court’s grant of injunctive relief , arguing that
Advisors are not subject to the provisions of Minn. Stat. § 524.3 -721. This argument
presents a question of statutory interpretation, which is reviewed de novo. Staab v. Diocese
of St. Cloud, 853 N.W.2d 713, 716 (Minn. 2014).
The object of statutory interpretation is to “ascertain and effectuate the intention of
the legislature.” Minn. Stat. § 645.16 (2018) ; see also Linn v. BCBSM, Inc., 905 N.W.2d
497, 501 (Minn. 2018). This court applies the plain meaning of a statutory provision if the
legislative intent “is clear from the unambiguous language of the statute.” Staab, 853
N.W.2d at 716–17. We also “give effect to all of the statute’s provisions,” and “no word,
phrase, or sentence should be deemed superfluous, void, or insignificant.” Allan v. R.D.
Offutt Co. , 869 N.W.2d 31, 33 (Minn. 2015) (quotation omitted). “We construe
nontechnical words and phrases according to their plain and ordinary meanings” and “look
to dictionary definitions to determine the plain meanings of words.” Larson v. Nw. Mut.
Life Ins. Co., 855 N.W.2d 293, 301 (Minn. 2014).
Minnesota Statutes section 524.3-721 provides:
After notice to all interested persons or on petition of an
interested person or on appropriate motion if administration is
supervised, the propriety of employment of any person by a
personal representative including any attorney, auditor,
investment advisor or other specialized agent or assistant, the
reasonableness of the compensation of any pers on so
employed, or the reasonableness of the compensation
determined by the personal representative for personal
representative services, may be reviewed by the court. Any

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person who has received excessive compensation from an
estate for services rendered may be ordered to make
appropriate refunds.

The district court concluded that Advisors are “subject to the provisions of Minn.
Stat. § 524.3-721” because they fall into the category of specialized agents. The district
court noted that although the Advisor Agreement “includes details as to when commissions
are to be paid to Advisors, it is silent as to when, or the circumstances under which,
commissions would be refunded to the Estate.” The district court also stated that, although
it “is aware that many factors were involved in the termination of the Jobu agreement and
rescission of the UMG agreement,” it “is deeply concerned that the Estate may be out over
3 million dollars as a result.” The district court, therefore, required Advisors “to refund
the Jobu and UMG commissions to the Estate,” and ordered the commissions to “be held
in a designated escrow account by the attorneys for the Estate.” But the court stated that it
would “not . . . make a final determination as to the Estate’s entitlement to a refund of the
Advisor fees without a full record and consideration of the provisions of the Advisor
Agreement.”
Advisors argue that section 524.3 -721 is not applicable because that statute
generally applies to accountants and attorneys hired by the estate . And Advisors contend
that although section 524.3 -721 refers to “specialized agents,” they are not “specialized
agents” within the meaning of the statute. We disagree. The term “specialized agent” is
not defined by the probate statutes . Consequently, we look to the plain meaning of the
term. De Guardado v. Guardado Menjivar, 901 N.W.2d 243, 247 (Minn. App. 2017). To
determine the plain meaning of a word in a statute, courts often consider dictionary

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definitions. Shire v. Rosemount, Inc., 875 N.W.2d 289, 292 (Minn. 2016). Plain meaning
also assumes the ordinary usage of words that are not statutorily defined. Occhino v.
Grover, 640 N.W.2d 357, 359 (Minn. App. 2002), review denied (Minn. May 28, 2002).
A “special agent” is “[a]n agent employed to conduct a particular transaction or to
perform a specified act.” Black’s Law Dictionary 77 (10th ed. 2014). And “specialize”
means “[t]o provide something particular or have something as a focus : The shop
specializes in mountain-climbing gear.” The American Heritage Dictionary of the English
Language 1681 (5th ed. 20 11). Here, Advisors were specifically appointed as
entertainment in dustry experts to monetize the E state’s intellectual property . Advisors
were appointed to conduct particular, specialized acts. The district court therefore did not
err by concluding that Advisors are “specialized agents” within the meaning of Minn. Stat.
§ 524.3-721.
Advisors also argue that the district court’s interpretation of section 524.3-721 “is
directly contrary to the plain intent and purpose of the statute and contravenes both
established Minnesota law and the [district] Court’s own prior orders.” To support its
argument, NorthStar broadly asserts that the district court’s reliance on section 524.3 -721
was “not appropriate in light of the complexity and disputed facts that are present in
connection with the UMG and Jobu Transactions.” NorthStar contends that because the
issue before the district court required “more analysis, including presentation of testimony
and exhibits,” it was “not appropriate for consideration by the court on a summary basis by
an administrative motion” under Minn. Stat. § 524.3-721.

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We are not persuaded. Despite arguing that any consideration of the Estate’s claim
under Minn. Stat. § 524.3 -721 contravenes the “intent” of the statute, NorthStar fails to
demonstrate how the statute is ambiguous. It is well settled that, “[w]here the legislature’s
intent is clearly discernable from plain and unambiguous language, stat utory construction
is neither necessary nor permitted and courts apply the statute’s plain meaning.” Am.
Tower, L.P. v. City of Grant , 636 N.W.2d 309, 312 (Minn. 2001). And “a particular
provision of a statute cannot be read out of context but must be ta ken together with other
related provisions to determine its meaning.” Kollodge v. F. & L. Appliances, Inc. , 80
N.W.2d 62, 64 (Minn. 1956). We must, therefore, “read and construe a statute as a whole,”
and “interpret each section in light of the surroundi ng sections to avoid conflicting
interpretations,” Am. Family Ins. Grp. v. Schroedl, 616 N.W.2d 273, 277 (Minn. 2000), in
order to “harmonize and give effect to all its parts,” Van Asperen v. Darling Olds, Inc., 93
N.W.2d 690, 698 (Minn. 1958).
The district court has jurisdiction over “all subject matter relating to estates of
decedents,” and the power “to take all . . . action necessary and proper to administer justice
in the matters which come before it.” Minn. Stat. § 524.1-302 (2018); see also In re Estate
of Sangren, 504 N.W.2d 786, 789 (Minn. App. 1993) (concluding that the “[district] court
has jurisdiction over all problems that arise in resolving an estate except those issues
excluded by statute”), review denied (Minn. Oct. 28, 1993). The plain language of section
524.3-721 provides tha t the power afforded the district court includes the authority to
review the “reasonableness of the compensation of any person” employed by the personal
representative, as well as to order the refund of excessive compensation received. But, as

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the district court acknowledged and the parties ag ree, there is no published case law in
Minnesota discussing section 524.3-721, in the unique circumstances presented in this
case.
Nonetheless, Minn. Stat. § 524.3 -721 is modeled after the Uniform Probate Code
(UPC) § 3-721. See In re Beachside I Homeowners Ass’n , 802 N.W.2d 771, 774 (Minn.
App. 2011) (stating that “Minnesota has largely adopted the provisions of the [UPC]”).
When interpreting a uniform law, an appellate cour t “will consider” other jurisdictions’
interpretations of their uniform acts. City of Rochester v. Kottschade , 896 N.W.2d 541,
546 (Minn. 2017); see also Minn. Stat. § 645.22 (2018) (“Laws uniform with those of other
states shall be interpreted and constr ued to effect their general purpose to make uniform
the laws of those states which enact them.”). In In re Estate of Sweetland , the Maine
Supreme Court discussed 18-A.M.R.S.A. § 3-721, which is modeled after section 3-721 of
the UPC, and stated that the “ plain language of the statute vests the [district] Court with
the authority to order appropriate refunds from any person who has received excessive
compensation.” 770 A.2d 1017, 1020 (Me. 2001) (quotation omitted).
Here, we acknowledge that the size and complexity of Prince’s estate undoubtedly
presents unique circumstances. But as indicated by the Maine Supreme Court, the plain
language of 18 -A.M.R.S.A. § 3 -721, which is almost identical to Minn. Stat.
§ 524.3-721, is unambiguous. Id. And under the plain and unambiguous language of Minn.
Stat. § 524.3 -721, an interested person may move the district court to review “the
reasonableness of the compensation” received by a “specialized agent” employed by the
estate. The statute also plainly and unambiguo usly allows the district court to order any

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specialized agent who has “received excessive compensation from an estate for services
rendered” to “make appropriate refunds.” Minn. Stat. § 524.3-721. Nothing in the statute
indicates that when the estate is complex, a challenge to the reasonableness of
compensation received by a specialize d agent must be brought in a plenary action under
the rules of civil procedure as suggested by Advisors.
Moreover, the procedure followed by the district court in this case is consistent with
the comments to section 3-721 of the UPC, which state:
In view of the broad jurisdicti on conferred on the
probate court by Section 3 -105, description of the special
proceeding authorized by this section might be unnecessary.
But, the Code’s theory that personal representatives may fix
their own fees and those of estate attorneys marks an important
departure from much existing practice under which fees are
determined by the court in the first instance. Hence, it seemed
wise to emphasiz e that any interested person can get judicial
review of fees if he desires it. Also, if excessive fees have been
paid, this section provides a quick and efficient remedy.

UPC § 3-721 cmt.
As indicated by the comment to section 3-721 of the UPC, Minn. Stat. § 524.3-721
provides for a “quick and efficient” procedure for challenging the reasonableness of
compensation paid to a specialized agent employed by the estate. See id. The complexity
of the issues presented does not change the plain and unambiguous language of Minn. Stat.
§ 524.3-721. Moreover, the district court recognized the complexities involved in this case,
stating that it would “not . . . make a final determination as to the Estate’s entitlement to a
refund of the Advisor fees without a full record and consideration of the provisions of the
Advisor Agreement.” (Emphasis added.) And in considering the fact that related litigation

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may impact the outcome of its decision, the district court further ordered that “[n]o
determinations on rights to the funds from the Jobu transaction shall be made until after
completion of [the Jobu litigation].” This demonstrates that the district court was not
intending to decide the issue “on a summary basis” as claimed by NorthStar, but instead
would decide the issue after the presentation of testimony and exhibits. Advisors simply
appealed the district court’s order granting a temporary injunction before such a hearing
could take place.
Similar to NorthStar, CAK also contends that the district court’s interpr etation of
Minn. Stat. § 524.3 -721 “runs afoul of both the plain intent and purpose” of the statute.
But CAK’s argument goes a s tep further than the broad argument made by NorthStar.
Specifically, CAK argues that because the “Advisors’ compensation was fixed by the
Advisor Agreement and, in respect of the UMG Transaction, by the [district] Court’s
approval of the UMG Agreement,” the issue raised by the Estate is “not one of subjective
reasonableness,” but is “instead one of contract interpretation” that “can only properly be
resolved in the context of a plenary action.”
CAK is correct that the district court’s September 30, 2016 order approved the UMG
agreement. And the order also impliedly approve s the terms of t he Advisor Agreement
that allows Advisors to collect a ten -percent commission for their services. But CAK’s
argument that Minn. Stat. § 524.3-721 cannot now be applied in light of the September 30,
2016 order misconstrues both the September 30 order and the plain language of the statute,
by confusing the approval of the reasonableness of the rate of compensation with approval
of the reasonableness of the compensation for services actually rendered.

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As stated above, Minn. Stat. § 524.3-721 plainly allows an interested person to seek
review by the district court of the “reasonableness of the compensation” paid to a
specialized agent. The statute also allows the district court to order a refund of “excessive
compensation” paid for “services rendered.” Minn. Stat. § 524.3-721. So hypothetically
an attorney may negotiate, and a district court may approve, an attorney’s $300 per hour
billing rate to perform le gal services for an estate. And after a legal bill is submitted by
the attorney, and paid by the esta te, an interested person may bring a motion under Minn.
Stat. § 524.3 -721 challenging the amount paid to the attorney and asserting that the bill
was excessive or unreasonable based on the services performed. The interested person is
not challenging the r ate of compensation; rather the challenge is to the amount of
compensation paid for services performed. This hypothetical mirrors this case. The Estate
is not challenging the ten-percent commission rate established in the Advisor Agree ment.
That rate was impliedly approved in the Sep tember 30 order. Instead, the E state is
challenging the reasonableness of Advisors’ compensation in light of the termin ated and
rescinded contracts under which the Estate received nothing of value. Under the plain
language of Minn. Stat. § 524.3-721, the challenge is authorized.
Advisors further argue that the district court’s order ignores the controlling language
of the Advisor Agreement. Advisors argue that , because the Advisor A greement is
controlling, the Estate’s claim is contractual in nature, and must be resolved in a plenary
action. In fact, NorthStar appears to argue the merits of the original motion, claiming that
under the terms of the Advisor Agreement, Advisors were entitled to their commissions
because “there is no provision [in the Advisor Agreement] requiring the Advisors to return

15
commissions earned on an original contract that is later modified or substituted after the
term.”
To the extent that Advisors argue that they are entitled to their commissions u nder
the Advisor Agreement, that argument is beyond the scope of our review. Minnesota Rule
of Civil Appellate Procedure 103.04 provides that an appellate court has the authority to
review orders “affecting” the order being appeal. See David F. Herr & Ma ry R. Vasaly,
Appellate Practice in Minnesota: A Decade of Experience With the Court of Appeals ,
19 Wm. Mitchell L. Rev. 613, 618–19 (1993) (“The scope of review . . . determines which
matters raised in the [district] court are properly before the appellat e court on a particular
appeal.”). Here, the narrow issue before us concerns the district court’s authority to resolve
the Estate’s motion under Minn. Stat. § 524.3-721. Although the E state’s motion before
the district court sought a refund of Advisors’ commissions stemming from the Jobu and
UMG transactions, the court did not make a final determination on the issue. Instead, the
district court required that Adviso rs refund the commissions received from the Jobu and
UMG transactions, but ordered that these funds be held in escrow until final decision s are
made. Because these final decision s have not been made, addressing the merits is
premature.
Moreover, Advisors’ assertion that the district court failed to consider the Advisor
Agreement in making its d ecision is premature. The district court’s order acknowledged
the Advisor Agreement, but ultimately di d not decide the merits of the E state’s motion.
The district court specifically stated that it would not make “a final determination as to the

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Estate’s entitlement to a refund of the Advisor fees” without full “consideration of the
provisions of the Advisor Agreement.”
Finally, the fact that the terms of the Advisor Agreement may dictate the outcome
of the E state’s motion does not deprive the district court of the authority to address the
Estate’s motion under Minn. Stat. § 524.3 -721. For example, although an attorney fee
arrangement is often contractual in nature, the statute specifically allows the distric t court
to review whether an attorney’s compensation was reasonable. See Minn. Stat.
§ 524.3-721. Similarly here, the terms of the Advisor Agreement may ultimately dictate
whether Advisors are entitled to retain their commissions. But the language of Minn. Stat.
§ 524.3-721 is clear and unambiguous, and there is nothing in the statute indicating that a
contract establishing any type of fee arrangement deprives the district court of authority to
decide the reasonableness of compe nsation received. A s noted above, the district court
stated that, in making a final determination on the issue, it would consider the Advisor
Agreement, along with a “full record” following “any necessary discovery.” We therefore
conclude that the district court did not err by applying Minn. Stat. § 524.3-721.
II.
Advisors argue that the district court’s application of Minn. Stat. § 524.3-721 denied
them due process of law by “depriv[ing] the Advisors of millions of dollars without even
service of process, the opportunity to conduct discovery, the right to trial by jury, the right
to present evidence, and the right to assert affirmative defenses or third-party claims.” We
disagree. The Fourteenth Amendment to the United States Constitution and article I,
section 7 of the Minnesot a Constitution provide that no person shall be deprived of life,

17
liberty, or property without due process of law. “Procedural due process imposes
constraints on governmental decisions which deprive individuals of ‘liberty’ or ‘property’
interests within the meaning of the Due Process Clause of the Fifth or Fourteenth
Amendment.” Mathews v. Eldridge , 424 U.S. 319, 332, 96 S. Ct. 893, 901 (1976) .
Whether an individual’s due-process rights have been violated is a question of law that is
reviewed de novo. Rew v. Bergstrom, 845 N.W.2d 764, 785 (Minn. 2014).
“A temporary injunction is an extraordinary equitable remedy. Its purpose is to
preserve the status quo until adjudication of the case on its merits.” Miller v. Foley, 317
N.W.2d 710, 712 (Minn. 1982). And the supreme court has stated that it
is a constitutional principle that no person shall be deprived of
his liberty or property except by due process of law, which
includes notice and a hearing, yet it was never claimed that
. . . in civil actions ex parte and temporary injunctions might
not be issued and retained in proper cases until a trial could be
had, and the rights of the parties determined.

State ex. rel. Clapp v. Peterson, 52 N.W. 655, 656 (Minn. 1892).
Again, the district court has not made a final determination on t he merits of the
Estate’s claim . Instead, the district court issued a temporary mandatory injunction,
ordering that funds be held in escrow until the Jobu litigation is resolved and the court can
hold an evidentiary hearing. In fact, the district court recognized that “many factors were
involved in the termination of the Jobu A greement and the rescission of the UMG
Agreement,” and stated that it would not “make a final determination . . . without a full
record and consideration of the provisions of the Advisor Agreement.” (Emphasis added.)
The district court also ordered the parties to “cooperate in establishing a schedule for any

18
necessary discovery,” and scheduled a conference call for the parties “to address the
scheduling issue.” The district court’s order indicated that a decision would not be made
without providing Advisors with the process they are due. A s the E state observes, this
appeal from the March 11, 2019 temporary injunction interrupted the process. In light of
the decision being challenged, Advisors cannot establish that, at this stage of the
proceedings, they were deprived of the due process of law.
III.
Advisors argue that the district court erred by granting a temporary mandat ory
injunction in favor of the E state.2 As addressed above, a temporary injunction is an
extraordinary equitable remedy to preserve the status quo pending adjudication of a case
on its merits. See Miller, 317 N.W.2d at 712. The party seeking injunctive relief must
demonstrate that there is no adequate remedy at law and that an injunction is necessary to
prevent great and irreparable injury. See Cherne Indus., Inc. v. Grounds & Assocs., Inc. ,
278 N.W.2d 81, 92 (Minn. 1979).
A.
We first address the Estate’s contention that the March 11, 2019 order is “not a
mandatory temporary injunction” and, therefore, this court “lacks jurisdiction” over that
order. The Estate’s argument ignores this court’s April 2, 2019 special term order, which

2 A mandatory injunction commands the doing of a positive act by the defendant. See
Bellows v. Ericson , 46 N.W.2d 654, 658 (Minn. 1951) . “Mandatory injunctions are
generally governed by the same rules that apply to preventive injunctions. ” Minneapolis
Cmty. Dev. Agency v. Itasco Co. (In re condemnation by Minneapolis Cmty. Dev. Agency),
403 N.W.2d 310, 313 (Minn. App. 1987).

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concludes that “[b]ecause the March 11, 2019 orde r has the characteristics of a temporary
mandatory injunction, the order is appealable under Minn. R. Civ. App. P. 103.03(b).”
Minn. R. Civ. App. P. 140.01 states that “[n]o petition for rehearing shall be allowed in the
Court of Appeals.” And this court has applied rule 140.01 to foreclose reconsideration of
issues previously decided at special term when later considering the merits of the appeal.
See State ex rel. Leino v. Roy , 910 N.W.2d 477, 481 –82 (Minn. App. 2018) (declining to
“reconsider this court’s prior order regarding the commissioner’s mootness challenge”);
see also Sangren, 504 N.W.2d at 788 n.1 (declining to consider issue previously addressed
by this court at special term). We decline to reconsider the special term order determining
that the order is appealable.
B.
Advisors argue that the distric t court erred by granting the Es tate a temporary
injunction without analyzing the Dahlberg factors. Generally, t he dis trict court has
discretion to grant or deny an injunction, and its action will not be disturbed on appeal
unless, based on the record as a whole, it appears there has been an abuse of such discretion.
Cherne, 278 N.W.2d at 91. A district court abuses its discretion when its decision is
contrary to the record or is based on an erroneous view of the law. State ex rel. Swan Lake
Area Wildlife Ass’n v. Nicollet Cty. Bd. of Cty . Comm’rs, 799 N.W.2d 619, 625 (Minn.
App. 2011).
Here, the district court granted its injunction under Minn. Stat. § 524.3 -721. That
statute allows the district court to order any individual who has received excessive
compensation from an estate to make appropriate refunds, which is an equitable remedy.

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The equitable nature of the injunctive relief available under this statute indicates that
application of the Dahlberg factors is required. See Howard v. Svoboda, 890 N.W.2d 111,
114–15 (Minn. 2017) (referring to the Dahlberg factors as “equitable factors” that must be
applied to a motion for a temporary injunction).
In Dahlberg, the Minnesota Supreme Court laid out five factors to be considered by
a district court when determining whether a temporary injunction is appropriate. 137
N.W.2d at 321–22. These factors consist of (1) the preexisting relationship between the
parties; (2) the harm that would result if the injunction were denied or issued; (3) the public
policy of granting or denying the injunction in light of the facts; (4) any administrative
burdens in the judicial oversight and enforcement of the injunction; and (5) the likelihood
that one party or the other will prevail on the merits. Id.
“Where the [district] court fails to analyze the Dahlberg factors in granting a
temporary injunction, the court commits error.” State by Ulland v. In t’l Ass’n of
Entrepreneurs of Am., 527 N.W.2d 133, 135 (Minn. App. 1995), review denied (Minn.
Apr. 18, 1995). The Estate does not dispute that the Dahlberg factors were not considered,
but contends that they need not be considered because the March 11 or der is not an
injunction. As discussed above, this court has already ruled that the March 11 order is a
temporary injunction and we see no reason to reconsider that decision. Because the district
court was required to apply the Dahlberg factors but failed to do so, we reverse and remand
for consideration of the Dahlberg factors.

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IV.
Advisors also contend that the district court abused its discretion by holding
Advisors, “including their officers, directors, shareholders, employees, agents, assigns and
successors,” jointly and severally liable to the E state for the commissions to be refunded.
Although consideration of this issue is arguably unnecessary in light of our reversal of the
temporary injunction on other grounds, we address the legal issue in the interests of judicial
economy because it is likely to arise on remand. See McGuire v. Bowlin, 932 N.W.2d 819,
828 (Minn. 2019) (addressing issue in interests of judicial economy and because it
presented a question of law).
When parties are jointly and severally liable, each is liable for the whole award. See
Black’s Law Dictionary 1054 (10th ed. 2014) (explaining that when joint-and-several
liability applies “each liable party is individually responsible for the entire obligation”);
see also Erickson v. Hinkley Mun. Liquor Store , 373 N.W.2d 318, 325 –26 (Minn. App.
1985) (holding jointly a nd severally liable party responsible for entire judgment). Here,
the district court’s order provides:
Within thirty . . . days of the entry of this Order, . . . NorthStar
Enterprises Worldwide, Inc. (providing the services of L.
Londell McMillan) including its officers, directors,
shareholders, employees, agents, assi gns and successors
(collectively “NorthStar”) and CAK Entertainment, Inc.
(providing the services of Charles Kopp elman) including its
officers, directors, shareholder s, employees, agents, assigns
and successors (collectively “CAK”) shall refund to the Estate
all compensation received as a result of the terminated Jobu
transaction and rescinded UMG transaction.

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The district court then ordered that both “CAK and NorthStar are joint ly and severally
liable to the Estate” for the commissions to be refunded.
Advisors argue that the district court’s order is erroneous because (1) McMillan and
Koppelman, as agents for Advisors, cannot be held liable with respect to contracts entered
into by Advisors, and (2) Advisors’ officers, directors, shareholders, employees , agents,
assigns and successors also may not be held personally liable for commissions ordered to
be refunded by Advisors. We agree that the district court’s order is overly broad . The
“general rule is that an officer of a corporation is not liable to i ts creditors for corporate
debts.” Haas v. Harris, 347 N.W.2d 838, 840 (Minn. App. 1984). “Where an agent, acting
for a disclosed principal, enters into a contract with third persons for and on account of his
principal and in [the principal’ s] name, the contract is that of the principal and does not
give rise to any contractual obligation running to the agent.” Kost v. Peterson, 193 N.W.2d
291, 294 (Minn. 1971); see also Froelich v. Aspenal, Inc., 369 N.W.2d 37, 39 (Minn. App.
1985) (citing Restatement (Second) of Agency § 320 (1958) ). But “[a] court may pierce
the corporate veil to hold a shareholder liable for the debts of the corporation when the
shareholder is the alter ego of the corporation.” Hoyt Props., Inc. v. Prod . Res. Grp. ,
L.L.C., 736 N.W.2d 313, 318 (Minn. 2007).
Here, both McMillan and Koppelman signed the Advisor Agreement as “Authorized
Representative” of Advisors. By signing the Ad visor Agreement as agents for their
disclosed principal s, Mc Millan and Kopp elman are presumptively n ot liable for the
corporate debts of their respective companies. See Haas, 347 N.W.2d at 840. The record
does not currently support characterization of these companies as mere alter egos for

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McMillan or Koppelman. On this record, it was an abuse of discretion for the district court
to hold McMillan and Kopp elman jointly and severally liable for the commissions to be
refunded.
Similarly, as Advisors point out, the district court’s order has the improper effect of
holding the “officers, directors, sharehol ders, employees, agents, assigns and successors”
of Advisors liable, including secretarial and administrative personnel. See Northland
Temps., Inc. v. Turpin , 744 N.W.2d 398, 406 (Minn. App. 2008) (acknowledging the
general rule that “employees and shareholders of a corporation are not personally liable for
the corporation’s debts”), review denied (Minn. Apr. 29, 2008). On this record, the order
holding all “officers, directors, shareholders, employees, [and] agents” of Advisors jointly
and severally liable for commissions to be refunded is an abuse of discretion.
D E C I S I O N
The district court did not err by determining that Advisors are specialized agents
and subject to the provisions of Minn. Stat. § 524.3-721. Because the temporary injunction
granted in this case is not a final determination on the merits, Advisors did not establish, at
this stage of the proceedings, that they were deprived of due process of law. But in granting
the temporary injunction, the district court failed to apply the Dahlberg factors. The district
court’s failure to apply the Dahlberg factors was error. We therefore affirm the district
court’s application of Minn. Stat. § 524.3-721 to the Estate’s claim, but reverse the district
court’s grant of a temporary injunction and remand for application of the Dahlberg factors.
Affirmed in part, reversed in part, and remanded.