In the Matter of Shah & Company, Ltd, Firm Permit No. 01282, Ramanik Shah, CPA Certificate No. 09193, and Ronak Shah, CPA Certificate No. 17738.

This opinion is nonprecedential except as provided by
Minn. R. Civ. App. P. 136.01, subd. 1(c).

STATE OF MINNESOTA
IN COURT OF APPEALS
A20-0588

In the Matter of Shah & Company, Ltd, Firm Permit No. 01282,
Ramanik Shah, CPA Certificate No. 09193,
and Ronak Shah, CPA Certificate No. 17738.

Filed February 8, 2021
Affirmed
Connolly, Judge

Office of Administrative Hearings
File No. 60-0100-36058

Ronak Shah, Shah & Company, Ltd., New Brighton, Minnesota (pro se relator)

Keith Ellison, Attorney General, Allen C. Barr, Assistant Attorney General, St. Paul,
Minnesota (for respondent Minnesota Board of Accountancy)

Considered and decided by Gaïtas, Presiding Judge; Connolly, Judge; and Reyes,
Judge.

NONPRECEDENTIAL OPINION
CONNOLLY, Judge
Pro se relator challenges respondent -board’s disciplinary action, arguing that
respondent (1) erred in applying collateral estoppel as a basis for finding that relator
withheld his clients’ tax documents in violation of Minn. Stat. § 326 A.13(b) (2018), and
(2) abused its discretion when imposing discipline. We affirm.

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FACTS
The following reflects the administrative-law judge’s (ALJ) memorandum, which was
adopted by respondent Minnesota Board of Accountancy (board); the order which relator
Ronak Shah challenges. Minn. Stat. § 326A.13 (2018) states, in relevant part:
(b) A licensee shall furnish to a client or former client,
upon request and reasonable notice:
(1) a copy of the licensee’s working papers, to the extent
that the working papers include records that would ordinarily
constitute part of the client’ s records and are not otherwise
available to the client; and
(2) any accounting or other records belonging to, or
obtained from or on behalf of, the client that the l icensee
removed from the client’s premises or received for the client’s
account. The licensee may make and retain copies of such
documents of the client when they form the basis for work done
by the licensee.

The board issued a Certified Public Accountant (CPA) certificate to relator in June
1996. Relator is the managing principal of his father’s company, Shah & Company (Shah
& Co.), which received a CPA firm permit in 2002. In 2002, the Beeuwsaerts hired Shah
& Co. to provide accounting and tax preparation services for themselves individually as
well as for their company, Thunder Blades Inc. (Thunder Blades).
In April 2016, the Beeuwsaerts and re lator had a heated exchange when the
Beeuwsaerts requested the return of all their tax documents, so they could go to a different
accountant. Relator refused to provide the Beeuwsaerts with these documents until the
Beeuwsaerts paid all alleged balances d ue on the accounts. In August 2016, relator told
his clients that an invoice would be coming “within the next few weeks.” But the
Beeuwsaerts never received any paperwork or invoices. Lacking the necessary documents,

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Thunder Blades was unable to timely file its 2015 tax returns. The Internal Revenue
Service (IRS) subsequently assessed Thunder Blades a penalty of $2,730.
Thereafter, the Beeuwsaerts initiated an action in conciliation court, seeking return
of their tax paperwork. Shah & Co. counterclaim ed, alleging that the clients owed the
company $15,000. Two days before the hearing, Shah & Co. provided an invoice to the
Beeuwsaerts for over $44,000. This invoice did not include an hourly rate, nor a calculation
of actual time spent on services. In December 2016, the conciliation court ordered Shah &
Co. to return the requested documents, and awarded Shah & Co. $1,000 for unpaid
accounting fees and $250 for compiling the documents. Shah & Co. timely removed the
case to the Ramsey County District Cou rt. The district court found that Shah & Co.
violated Minn. Stat. § 326A.13(b) by failing “to return all tax return and supporting
accounting information to [the Beeuwsaerts, despite] having stated in its letter it had done
so.” In addition, the district court found that as a result of Shah & Co.’s failure to return
the documents in a timely manner, Thunder Blades was unable to timely file their 2015 tax
returns. The district court ordered Shah & Co. to pay $2,730 for damages to the
Beeuwsaerts; the sum of the late penalty assessed by the IRS. The district court also
ordered them to “produce and furnish” copies of all reasonably requested accounting
documents, including all related work papers.
Shah & Co. appealed part of the district court’s decision. Shah & Co. did not appeal
the district court’s conclusion that it violated Minn. Stat. § 326A.13(b) by retaining a

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client’s tax materials due to lack of payment. 1 This court concluded that the district court
erred in ordering Shah & Co. to pay the Beeu wsaerts $2,730 as damages for violation
because Thunder Blades failed to prove that it actually paid, or will be required to pay, the
IRS penalty. Beeuwsaert v. Shah & Co., Ltd. , No. A18 -0527, 2019 WL 1006974, at *3
(Minn. App. Mar. 4, 2019).
In May 2018 , the board received a written complaint regarding Shah & Co. and
relator individually from Thunder Blades. During the investigation, relator stated that
“[w]e did not withhold their client-provided records; we only withheld our work product.”
Relator defined “work product” as “tax returns, etc.” The board then filed a Notice and
Order for Prehearing Conference in April 2019, alleging that “[b]y refusing to furnish to a
client or former client a copy of its working papers and accounting and any other rec ords
the client provided to it, [relator] violated Minn. Stat. § 326A.13(b) and is subject to
discipline pursuant to Minn. Stat. § 326A.08, subd. 5 (2018).” The board later filed a
summary-disposition motion.
The ALJ recommended a finding in favor of th e board. The ALJ concluded that
collateral estoppel applied to the issue of whether relator violated Minn. Stat. § 326A.13
because the exact issue was already heard, decided, and a final judgment was entered when
relator failed to bring the issue on appea l. The board adopted the ALJ’s recommendation
in an order issued on March 11, 2020. The board imposed a joint -and-several penalty of
$4,000, suspended the CPA certificates of relator and his father, and suspended the firm

1 The district court’s decision that relator violated Minn. Stat. § 326A.13, by retaining the
tax materials, became final when relator failed to raise the issue on appeal.

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permit of Shah & Co. The suspensions were for two years, or until the $4,000 civil penalty
is paid in full, “whichever is longer.”
This certiorari appeal follows.
DECISION
An administrative agency’s decision enjoys a presumption of correctness; the
appellate court defers to the agenc y’s expertise and special knowledge in its field. In re
Cities of Annandale and Maple Lake NPDES/SDS Permit Issuance, 731 N.W.2d 502, 513-
14 (Minn. 2007). “We presume the agency’s decision . . . is correct, but the court may
reverse an agency decision if the decision was affected by an error of law.” N. States Power
Co. v. Minn. Pub. Utils. Comm’n , 344 N.W.2d 374, 377 (Minn. 1984). “If an
administrative agency engages in reasoned decision making, the court will affirm, even
though it may have reached a different conclusion had it been the factfinder.” Cable
Commc’ns Bd. v. Nor-W. Cable Commc’ns P’ship, 356 N.W.2d 658, 669 (Minn. 1984).
Collateral Estoppel
Relator argues that the board erred in giving collateral-estoppel effect to the Ramsey
County District Court decision because (1) the damages award in that decision was
reversed on appeal and (2) relator’s attorney advised him not to appeal any findings or
conclusions regarding withholding documents. Neither argument is persuasive.
“Collateral estoppel precludes parties from relitigating issues that were determined
in a prior action.” Miller v. Nw. Nat’l Ins. Co. , 354 N.W.2d 58, 61 (Minn. App. 1984).
Collateral estoppel applies where the issues are identical in the two actions, there was a
final judgment on the merits in the prior action, the party against whom collateral estoppel

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is now asserted was a party or in privity with a party to the first actio n, and the estopped
party had a full and fair opportunity to be heard on the adjudicated issue in the prior action.
Id. Privity exists where the party to be estopped had a controlling participation and active
self-interest in the original litigation. Id. at 62. Collateral estoppel applies to both issues
of fact and issues of law. In re Trusts Created by Hormel , 504 N.W.2d 505, 510 (Minn.
App. 1993), review denied (Minn. Oct. 19, 1993).
Here, all requirements for collateral estoppel are met. The issues decided by the
district court included what documents relator and his firm were obligated to provide to the
Beeuwsaerts and whether they had provided the required documents. Relator only
appealed the damages award. Thus, the district court’s judgment as to relator’s violation
of Minn. Stat. § 326A.13 remained final when relator failed to appeal it. See Dieseth v.
Calder Mfg. Co., 147 N.W.2d 100, 103 (Minn. 1966) (stating that an appealab le order is
final after the time for appeal has expired). Moreover, Shah was in privity with Shah &
Co. as its managing principal. In that role, relator had a “controlling participation and
active self-interest in the original litigation.” Miller, 354 N.W.2d at 62. He was also “so
identified with the party in interest as to be affected with the party by the litigation.” Id.
As relator makes clear, he was the individual receiving advice from counsel and making
litigation decisions on behalf of the comp any. Finally, relator had a full and fair
opportunity to be heard in the prior action. See Beeuwsaert, 2019 WL 1006974, at *1 -2
(describing the procedure afforded to Shah & Co.). Relator could have appealed the issues
to which collateral estoppel applies, but he chose not to do so. Furthermore, relator made
litigation decisions based on the advice of his attorney. The fact that relator was told he

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should not appeal the court’s findings of fact or conclusions of law is not a basis for
ignoring collatera l estoppel when the requirements for its application are met. We
conclude that the board did not err in applying collateral estoppel to the issue of whether
relator violated Minn. Stat. § 326A.13(b).
The Board’s Disciplinary Action
Relator also challen ges the discipline imposed, arguing that the board imposed a
more severe sanction on him than it has imposed on others in previous cases. This
argument fails. Importantly, this assertion is not supported by any citation to similar past
cases. The Minnesota Supreme Court has held that “[w]e will not consider pro se claims
on appeal that are unsupported by either arguments or citations to legal authority.” State
v. Reek, 942 N.W.2d 148, 165 (Minn. 2020) (quoting State v. Bartylla, 755 N.W.2d 8, 22
(Minn. 2008)). Under this reasoning, an issue is forfeited when it is not adequately argued
or explained. State v. Myhre , 875 N.W.2d 799, 806 (Minn. 2016). Thus, relator has
forfeited this argument by making unsupported assertions rather than citing any caselaw or
providing any relevant legal argument.
Relator further argues that the board did not properly weigh the circumstances in
this case. Specifically, relator poses two statements of the issue: (1) “Did the [board] err
in relying too much on the District Court Order in assessing the disciplinary action against
Relator?” and (2) “Did the [board] not take into consideration the definitions of client
records and work product provided in the AICPA code of professional conduct?” But, “the
assessment of penalties and sanctions by an administrative agency is not a factual finding
but the exercise of a discretionary grant of power.” In re Haugen, 278 N.W.2d 75, 80 n.10

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(Minn. 1979). Therefore, this court may not interfere with the decision of the board absent
an abuse of that discretion. In re Qwest’s Wholesale Serv. Quality Standards, 678 N.W.2d
58, 65 (Minn. App. 2004).
The memorandum provided by the board evidences an exercise of sound discretion.
The board weighed relator’s conduct in the present case, as well as relator’s previous
instances of misconduct and discipline by the board, when it suspended relator’s CPA
certification. In determining the civil penalty, the board considered the criteria required by
Minn. Stat. § 14.045, subd. 3 (2018). Relat or subjected his clients to potential financial
harm; specifically a $2,730 IRS penalty. We conclude that the board did not abuse its
discretion in imposing the sanction or fine.
Affirmed.