Theresa K. Williams, Personal Representative of the Estate of Kristen Nicole Kuether, 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This opinion will be unpublished and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
A20-0139

Theresa K. Williams, Personal Representative of the
Estate of Kristen Nicole Kuether,
Respondent,

vs.

William M. Kuether,
Appellant.

Filed November 2, 2020
Affirmed
Worke, Judge

Anoka County District Court
File No. 02-CV-17-831

Jacob B. Sellers, Matthew S. Greenstein , Greenstein Sellers PLLC, Minneapolis,
Minnesota (for respondent)

Darren Knight, Knight Law Office PA, Wayzata, Minnesota (for appellant)

Considered and decided by Smith, Tracy M., Presiding Judge; Worke, Judge; and
Connolly, Judge.
U N P U B L I S H E D O P I N I O N
WORKE, Judge
Appellant challenges the district court’s gr ant of summary judgment in favor of
respondent-personal-representative on her clai ms for conversion a nd unjust enrichment

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arising out of appellant’s failure to provid e the decedent her share of proceeds from the
sale of a family business. We affirm.
FACTS
Kuether Distributing Company (KDC) is a Minnesota corporation. In 2002,
brothers, William C. Kuether and David Kuether, owned all KDC shares. In August 2002,
KDC, William C. and David entered into a share purchase agreement (SPA), which
provided how shares could be effectively transferred. The SPA was binding on subsequent
shareholders.
In 2006, KDC sold virt ually all of its assets to Cap itol Beverage Sales (Capitol).
The sale was financed by KDC pursuant to a promissory note by Capitol in favor of KDC
in the principal amount of $5,700,000.
In 2012, William C. passed away. His will provided that 60% of his interest in KDC
was to be distributed to his son, appellant William M. Kuet her, and 40% to his daughter,
Kristen Nicole Kuether. In December 2013, appellant, Kristen, and David entered into a
settlement agreement in which Da vid transferred his interest to appellant and Kristen.
Thereafter, appellant had a 60% interest in KDC, and Kristen had a 40% interest in KDC.
In 2014, appellant, as president and CE O of KDC, entered into a prepayment
agreement with Capitol—the note had a $2,150,000 balance, but KDC accepted $1,864,287
in full satisfaction. Appellant did not discu ss the agreement with Kr isten. In July 2014,
Capitol wired the payoff amoun t to KDC’s account, and appellant withdrew all but
$39,287. Appellant did not give any of the payoff amount to Kristen.

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On September 17, 2014, Kristen passed aw ay. On October 13, 2014, an informal
probate action was commenced; respondent Theresa K. Williams, Kristen and appellant’s
mother, was appointed the personal representative of Kristen’s estate. Respondent began
locating Kristen’s assets and paying creditors. Respondent requested records of Kristen’s
interest in KDC from appellant, but he dec lined to provide any information. After
investigating, respondent believed that Kriste n’s estate was entitled to 40% of the payoff
amount from Capitol. Respondent contacted appellant requesting Kristen’s share of the
payoff. Appellant refused to pay the estate , prompting respondent to sue appellant for
conversion and unjust enrichment, alleging $730,000 in damages—Kristen’s 40% of the
payoff amount.
The parties filed cross-motions for summary judgment. In an affidavit, appellant
asserted that Kristen voluntarily transferred her interest in KDC to KDC before her passing
because she wanted a monthly income stream. A promissory note, dated January 1, 2014,
indicates that Kristen would receive $380,000 with interest, collected in monthly payments
of $7,500, until December 31, 2016. Appellant claimed that two payments had been made
to Kristen. Appellant claimed that as of January 1, 2014, he was the sole shareholder; thus,
when he executed the agreem ent with Capitol, Kristen did not own any shares, and
respondent had no right to recover on behalf of Kristen’s estate.
On November 26, 2019, the district cour t granted respondent’s motion for summary
judgment. The district court determined that the SPA included a procedure for transfers of
shares of stock and that the purported transfer of Kristen’s shares “did not comply with the
procedures required by the SPA.” The district court concluded that appellant “unilaterally

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extracted” the $1,825,000 payoff, and by doing so, was “unj ustly enriched in the amount
of $730,000.” The district court awarded Kristen’s estate $730,000. This appeal followed.
D E C I S I O N
Standing
Appellant first argues that respondent did not have st anding to challenge the
purported stock transfer. Appellate courts review the issue of standing de novo. In re
Gillette Children’s Specialty Healthcare, 883 N.W.2d 778, 784 (Minn. 2016).
Under Minnesota law, standing is acquire d in two ways: suffering of an injury-in-
fact or by statute. Id. at 783-84. “By Minnesota statut e, the personal representative has
standing to assert claims on beha lf of the decedent’s estate.” Laymon v. Minn. Premier
Props., LLC, 903 N.W.2d 6, 13 (Minn. App. 2017) (quotation omitted), aff’d, 913 N.W.2d
449 (Minn. 2018). “A personal representative is under a duty to settle and distribute the
estate of the decedent . . . cons istent with the best interests of the estate.” Minn. Stat.
§ 524.3-703(a) (2018). “[A] personal representative of a decedent domiciled in this state
at death has the same standing to sue and be sued in the courts of this state and the courts
of any other jurisdiction as the decedent had immediately prior to death.” Id. (c) (2018).
Appellant claims that respondent lacks standing because Kristen did not suffer any
damages because she transferred her interest in KDC. But respondent’s standing is
acquired by statute. See id. And as respondent points out, appellant’s assertion that Kristen
transferred her interest in KDC is a defense to the estate’s claims and does not preclude
respondent from having standing to raise the claims. See Schiff v. Griffin, 639 N.W.2d 56,

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59 (Minn. App. 2002) (stating that standing focuses on the party and not on the issues that
the party anticipates raising).
This court has stated that “[s]tanding is a low hurdle because [one] need only allege
[its basis].” In re Appeal of Selection Process for Position of Electrician, 674 N.W.2d 242,
247 (Minn. App. 2004), review denied (Minn. Apr. 20, 2004). “Essentially, a potential
litigant must allege injury in fact, or otherwise have a suffi cient stake in the outcome, to
have a court decide the merits of a dispute.” Id. at 246-47 (quotation omitted).
Here, respondent sought to determine whet her Kristen’s estate included shares in
KDC. It was not unreasonable for respondent to believe that Kristen held an interest in
KDC. Just two years before her passing, Kristen inherited 40% of William C.’s shares in
KDC. Then, just eight months before she passed, Kristen and appellant purchased David’s
interest in KDC. When appellant was unwilling to provide respondent information related
to Kristen’s financial interest in KDC, sh e commenced the lawsuit to determine whether
Kristen’s estate included the asset. Respon dent had a statutory duty to settle Kristen’s
estate. See Minn. Stat. § 524.3-703(a). And in doing so, she had standing to sue on behalf
of the estate. See id. (c).
Summary judgment
Appellant next argues that the district court erred in granting summary judgment
because it relied on a “hyper-technical” reading of the SPA.
“A motion for summary judgment shall be granted when the pleadings, depositions,
answers to interrogatories, and admissions on file, together with the affidavits, if any, show
that there is no genuine issue of material fact and that either party is entitled to a judgment

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as a matter of law.” Fabio v. Bellomo , 504 N.W.2d 758, 761 (M inn. 1993). A genuine
issue of material fact exists if a rational trier of fact, cons idering the record as a whole,
could find for the nonmoving party. Frieler v. Carlson Mktg. Grp., Inc., 751 N.W.2d 558,
564 (Minn. 2008). No genuine issue of mate rial fact exists “whe n the nonmoving party
presents evidence which merely creates a metaphysical doubt as to a factual issue and
which is not sufficiently probativ e with respect to an essen tial element of the nonmoving
party’s case to permit reasonable persons to draw different conclusions.” DLH, Inc. v.
Russ, 566 N.W.2d 60, 71 (Minn. 1997).
Here, the district court determined that no genuine issue of material fact existed
based on its reading of the SPA. The district court determined that the purported transfer
was null and void because it did not comply with the specific procedure for share transfers
provided in the SPA.
There is no suggestion that the SPA is ambiguous. In construing contracts, this
court looks to the language of the contract to determine the parties’ intent. Dykes v. Sukup
Mfg. Co. , 781 N.W.2d 578, 582 (M inn. 2010). When a contract’s language is
unambiguous, this court enforces the agreement of the parties as expressed in the language
of the contract. Id. “If a contract is unambiguous, the contract language must be given its
plain and ordinary meaning, and shall be enforced by courts ev en if the result is harsh.”
Denelsbeck v. Wells Fargo & Co. , 666 N.W.2d 339, 346-47 (Minn. 2003) (quotation
omitted).
Article 2.1 of the SPA provides that any transfer that is not in “accordance with the
provisions of [the SPA] . . . will be null an d void.” Under Article 3.1, any shareholder

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intending to transfer shares must notify the corporation and other shareholders of his/her
intent to transfer in writing, including the number of shares intended to be transferred and
to whom. Then, under Article 3.2, for 30 da ys, the remaining shareholders are granted a
right to purchase all or a portion of the shares intended to be transf erred. The remaining
shareholders must provide in writing their in tent to exercise or decline the option to
purchase. If shareholders decline to purchase any shares, the corporation is then granted
the right to purchase the shares and must make the intention to do so in writing.
Additionally, under Article 7, “[t]he purchase price of any [s]hares acquired in a sale
pursuant to [the SPA] shall be paid in cash or certified funds” on the closing date, which is
to be no later than thirty days after the expiration of the last applicable option period.
The parties agree that this procedure was not followed. The parties agree also that
the SPA was binding on appellant and Kristen. Appellant asserts that when there were
only two sibling shareholders, and they both ag reed to the transfer, they did not have to
follow the procedure. But fatal to appellant’s assertion is that when the SPA was executed
in August 2002, there were only two sibling shareholders, William C. Kuether and David
Kuether. The SPA states that the agreement was between KDC and “William C. Kuether
and David J. Kuether . . . who are the owners of all the issued and outstanding shares . . .
of the Corporation.” And the SPA nowhere exempts from its requirements the sale of stock
back to the company or remaining shareholders . Thus, the failure to strictly follow the
procedure for transferring shares of stock renders the purported transfer null and void, and
no genuine issue of material fact exists.

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Because the purported transfer was null and void, appellant did not own 100%
interest in KDC when he retained the payoff amount from Capitol. See DLH, 566 N.W.2d
at 71 (stating that conversion occurs when one willfully interfere s with the personal
property of another “without la wful justification,” depriving the lawful possessor of “use
and possession”). As a result, appellant was unjustly enriched in the amount of $730,000,
representing Kristen’s 40 % of the payoff amount. See Schumacher v. Schumacher , 627
N.W.2d 725, 729 (Minn. App. 2001) (“In order to establish a claim for unjust enrichment,
the claimant must show that another party knowingly received something of value to which
he was not entitled, and that the circumstances are such that it would be unjust for that
person to retain the benefit.”). The district court did not err by granting summary judgment
in respondent’s favor.
Affirmed.