Vincent Holdings, LLC, Respondent,

This opinion is nonprecedential except as provided by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
A20-1539

Vincent Holdings, LLC,
Respondent,

vs.

John Kastl,
Appellant.

Filed September 7, 2021
Affirmed
Bryan, Judge

Hennepin County District Court
File No. 27-CV-20-5854

Justice Ericson Lindell, Greenstein Se llers PLLC, Minneapolis, Minnesota (for
respondent)

Matthew J. Schaap, Jeffrey D. Metcalf, Dougherty, Molenda, Solfest, Hills & Bauer P.A.,
Apple Valley, Minnesota; and

Jeralyn H. Baran (pro hac vice), Chuhak & Tecson, P.C., Chicago, Illinois (for appellant)

Considered and decided by Bryan, Pres iding Judge; Hooten, Judge; and Slieter,
Judge.
NONPRECEDENTIAL OPINION
BRYAN, Judge
In this appeal from the district court’s denial of appellant’s motion to dismiss
respondent’s complaint, appellant challenges the determination that the district court could
exercise personal jurisdiction over appellant. We conclude that appellant had sufficient

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contacts with Minnesota to establish specific personal jurisdiction. Appellant also argues
that the respondent failed to plead its misrepresentation claims with sufficient particularity,
but we decline to address this argument because the issue is not inextricably intertwined
with the appeal regarding personal jurisdiction.
FACTS
Respondent Vincent Ho ldings, LLC, is a limited li ability company located in
Minnesota that owns interests in a variety of different business entities. It is owned by two
individuals, Dale Francis and Ryan Litfin. Appellant John Kastl (Kastl) is an attorney who
resides in Illinois and is licensed to practice law there, but not licensed to practice in
Minnesota. Vincent Holdings owns a 57 % interest in a business entity called The
CastleRock Group LLC (CastleRock). CastleRock is headquartered in Illinois, and Kastl
serves as its general counsel. Two other limited liability companies, Kastl Worldwide LLC
(Kastl Worldwide) and Hayd en Worldwide LLC, own th e remaining interests in
CastleRock. Kastl owns a 99% interest in Kastl Worldwide.
In March 2020, Vincent Holdings brough t a civil action against Kastl, alleging
negligent practice of law, breach of contract, misrepresentation by omission, and negligent
misrepresentation. Kastl moved to dismiss the complaint for lack of personal jurisdiction
and for failure to state a claim upon which relie f could be granted. He argued that, as an
Illinois resident, he lacked sufficient mini mum contacts with Minnesota for a Minnesota
court to exercise personal jurisdiction over him. In addition, he argued that the complaint
failed to plead the misrepresentation-by-omission claim with sufficient particularity. Kastl
submitted two declarations explaining his contacts with Minnesota, and Vincent Holdings

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submitted an affidavit from Francis, countering the assertions in Kastl’s declarations. We
first summarize the factual alle gations contained in the compla int, the Francis affidavit,
and the Kastl declarations. Then, we summarize the district court’s decision to deny
Kastl’s motion to dismiss.
A. Factual Allegations in the Complaint
The complaint included th e following allegations. Vi ncent Holdings was first
introduced to Kastl in February 2017. Over the course of the next two years, Kastl provided
legal advice to Vincent Holdings on a variety of matters. Kastl’s le gal advice covered a
broad range of topics relating to Vincent Holdings’ business: “certain
licensing/certification questions concerning employees of [Vincent Holdings] in
Minnesota,” “one of [Vincen t Holdings’] related entities,” and “the legal issue of
‘registering as an investment adviser’ in ‘Minnesota.’” In mid-2018, Kastl provided legal
advice to Vincent Holdings and its owners regarding two companie s in which Vincent
Holdings had an interest—Vincent Watford LLC and Vincent Anoka LLC. Kastl also
advised Vincent Holdings “concerning a bo ating accident which in volved Litfin and
occurred in Minnesota.”
In April 2018, Vincent Holdings entered into a business arrangement with Kastl
Worldwide and Hayden Worldwide to merge their businesses into CastleRock. The parties
executed an operating agreement effectuati ng this arrangement. Kastl provided legal
services to Vincent Holdings in March and April 2018 “regarding the Operating Agreement
and Related Agreements by way of legal advice as well as the negotiation and drafting of
those documents.” The operating agreement was later amended and Kastl “again provided

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legal services to [Vincent Holdings] by way of advice as well as negotiating and drafting
these documents.” By October 2018, the arrangement fell apart, and the three CastleRock
members entered into a divestitu re agreement to rescind the transactions in the operating
agreement. Kastl “provided le gal advice and related servic es” to Vincent Holdings in
connection with the divestiture agreement.
In support of the negligent-practice-of-law causes of action, the complaint alleged
that Kastl’s conduct in connection with the operating agreement and the divestiture
agreement caused harm to Vinc ent Holdings. Kastl drafted the operating agreement in a
way that prevented Vincent Holdings from making decisions by itself, despite being a
majority owner, and he failed to advise Vincent Holdings of the risks and disadvantages of
these provisions. Kastl also negotiated and formulated the divestiture agreement without
advising Vincent Holdings of the risks of not having a written agreement signed by all the
parties. With respect to both the operating agreement and the divestiture agreement, Kastl
failed to disclose that he had a conflict of interest based on hi s ownership of Kastl
Worldwide. Additionally, Kastl incorrectly advised Vincent Holdings about the need for
its employees to obtain a certain type of business license. In support of the
misrepresentation-by-omission claim, the co mplaint alleged that Kastl concealed from
Vincent Holdings the fact that he was not lic ensed to practice law in Minnesota, and that
Vincent Holdings would not have relied on some of Kastl’s advice if it had known that
fact.
In the statement of jurisdiction, the complaint asserted that Minnesota had personal
jurisdiction over Kastl for the fo llowing four reasons: (1) Kas tl “had made at least five

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physical trips to the State of Minnesota si nce 2017 for the purposes of providing legal
services and doing other business” with Vin cent Holdings, its principals, and its related
businesses; (2) Kastl “has transacted and continues to transact business within the State of
Minnesota” involving Vincent Holdings; (3) Kastl’s “acts in Minnesota . . . caused injury
and/or property damage” to Vincent Holdings; and (4) Ka stl “committed acts outside
Minnesota . . . causing injury and/or property damage in Minnesota.”
B. Factual Allegations Contained in the Francis Affidavit
The Francis affidavit provid ed further allegations about Kastl’s connections with
Minnesota. According to the affidavit, Ka stl provided Vincent Holdings with “legal
advice, contract drafting, contract negotia tion and other legal services” regarding the
operating agreement, subsequent amendments to the operating agreement, and the
divestiture agreement. Kastl advised Vincent Holdings that “the Operating Agreement and
Related Agreements were ‘standard’ agreemen ts which gave [Vincent Holdings] a false
sense of security.”
The affidavit alleged that Kastl “made at least five physical trips to the State of
Minnesota” between March 2017 and September 2018. During ea ch of those trips, Kastl
provided various legal services, and Francis was present when Kastl gave the advice.
When he visited Minnesota in March 2017, Kastl gave legal advice about Vincent
Holdings’ relationship with th e predecessor to CastleRock. In September 2017, Kastl
advised Vincent Holdings about his “developing relationship with CastleRock,” as well as
legal issues involving Vincent Anoka and Vincent Watford. During a March 2018 visit,
Kastl provided legal advice “about the merger of [Vincent Holdings’] companies into

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CastleRock and the contents of the related Operating Agreement and related documents.”
In May 2018, Kastl gave advice “relating to the merger with CastleRock” that had occurred
in April. And in September 2018, Kastl attended a quarterly meeting of CastleRock, and
he advised “about dissolving the legal relationship between [Kastl] and CastleRock.”
C. Factual Allegations Contained in the Kastl Declarations
Kastl’s two declarations disputed many of the allegations in the complaint and the
Francis affidavit. Kastl denied ever representing Vincent Holdings. He maintained that he
merely served as the genera l counsel for CastleRock, of which Vincent Holdings was a
member. The only legal services he provided were in his capacity as general counsel, and
he was not engaged to provide legal services to Vincent Holdings separately. Kastl
acknowledged that he prepared an operating agreement for CastleRo ck’s predecessor in
April 2017, but maintained that he did not draft the amended operating agreement, which
the CastleRock members execute d in April 2018. Kastl also denied any involvement in
the divestiture agreement, insisting that he never saw such an agreement.
Kastl’s declarations also detailed his trips to Minnesota. Kastl stated that he made
four trips to Minnesota between March 2017 and August 2018. He said that he did not
provide any representation or legal advice to Vincent Holdings during those trips. The first
trip happened in March 2017, when he met w ith Litfin and Francis in person, and they
made him the offer to join CastleRock. Litfin and Francis did not request any advice about
Vincent Holdings at that time. The other tr ips to Minnesota were for meetings regarding
the management of CastleRock, at which Ka stl again did not provide legal advice to
Vincent Holdings.

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D. Denial of Kastl’s Motion to Dismiss
The district court determined that it could exercise personal jurisdiction over Kastl
and denied Kastl’s motion to dismiss. The district court explained that the complaint
contained multiple specific alle gations of legal advice that Kastl provided to Vincent
Holdings, and it stated that “[a]ll of these alle gations are taken as true for purposes of the
motion to dismiss.” The district court reasoned th at “[a] fact issue lies at the heart of this
jurisdictional dispute”—namely, “whether, when, and where Defendant Kastl provided
legal advice to Plaintiff Vincent Holdings.” The district court determined that it could not
“decide which party’s version of the facts may ultimately prove to be correct,” and that the
allegations and evidence should therefore be viewed in the light most favorable to Vincent
Holdings. Accordingly, the district court c oncluded that Kastl’s visits to Minnesota and
the legal advice he allegedly pr ovided to Vincent Holdings we re sufficient to support the
exercise of personal jurisdiction. The district court also denied Kastl’s motion to dismiss
the complaint for failure to state a claim upon which relief could be granted, concluding
that the complaint pleaded the misrepresentation-by-omission claim with sufficient
particularity. Kastl appeals.
DECISION
I. Personal Jurisdiction
Kastl argues that the district court erred when it denied his motion to dismiss for
lack of personal jurisdiction. Because Vincent Holdings alleged that Kastl had sufficient
contacts with Minnesota, we conclude that Minnesota may properly exercise personal
jurisdiction over Kastl.

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The Due Process Clause of the Fourte enth Amendment to the United States
Constitution limits a state’s ability to exercise jurisdiction over nonr esident defendants.
World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 291, 100 S. Ct. 559, 564 (1980).
In accordance with this principle, Minnesota’s long-arm statute lists the circumstances in
which Minnesota courts may exercise personal jurisdiction over nonresident individuals.
Minn. Stat. § 543.19, subd. 1 (2020); see also Valspar Corp. v. Lukken Color Corp. , 495
N.W.2d 408, 411 (Minn. 1992 ) (concluding that the stat e’s long-arm statute extends
personal jurisdiction to the full extent allo wed by the Due Process Clause). Minnesota
courts can exercise personal jurisdiction over a nonresident defendant when the nonresident
“has sufficient ‘minimum contact s’ with the forum state so that maintaining jurisdiction
does not offend ‘traditional notions of fair play and substantial justice.’” Viking Eng’g &
Dev., Inc. v. R.S.B. Enters., Inc. , 608 N.W.2d 166, 169 (Min n. App. 2000) (quoting Int’l
Shoe Co. v. Washington , 326 U.S. 310, 316, 66 S. Ct. 154, 158 (1945)), review denied
(Minn. May 23, 2000)).
Although personal jurisdiction may be based on “general” or “specific” jurisdiction,
Valspar Corp. , 495 N.W.2d at 411, the allegations in the complaint and the Francis
affidavit relate only to specific personal ju risdiction. Minnesota courts consider the
following five factors to determine whether th e exercise of specific personal jurisdiction
over a nonresident defendant is consistent with due process: “(1) the quantity of contacts
with the forum state; (2) the nature and quality of those contacts; (3) the connection of the
cause of action with these cont acts; (4) the interest of the state providing a forum; and
(5) the convenience of the parties.” Juelich v. Yamazaki Mazak Optonics Corp. , 682

9
N.W.2d 565, 570 (Minn. 2 004) (reiterating and applying the five-factor test where
appellants “assert[ed] that Minnesota ha s specific personal jurisdiction over
[respondent]”); see also Hardrives, Inc. v. City of LaCrosse, 240 N.W.2d 814, 817 (Minn.
1976) (adopting the five-factor test). The first three factors address th e “key inquiry” of
whether minimum contacts exist; the last two factors “determi ne whether jurisdiction is
reasonable according to traditio nal notions of fair play and substantial justice.” Rilley v.
MoneyMutual, LLC, 884 N.W.2d 321, 328 (Minn. 2016).
Whether personal jurisdiction exists is a question of law, which we review de novo.
Juelich, 682 N.W.2d at 569. Once a defendant challenges the exercise of personal
jurisdiction, the plaintiff has the burden to prove that the defendant has sufficient contacts
with the forum state. Id. at 569-70. In determining whether the plaintiff has met its burden
to show personal jurisdiction, the court ordinar ily takes “all the fact ual allegations in the
complaint and supporting a ffidavits as true.” Rilley, 884 N.W.2d at 326. “[I]n doubtful
cases, doubts should be re solved in favor of retention of jurisdiction.” Hardrives, 240
N.W.2d at 818. We therefore look to the complaint and the Francis affidavit, accepting as
true the allegations in those documents.1

1 Kastl initially argued that the district cour t improperly relied on the allegations in the
complaint, citing Hoff v. Kempton, 317 N.W.2d 361, 363 n.2 (Minn. 1982) (“[I]f a motion
to dismiss is supported by affidavits, the nonmoving party cannot rely on general
statements in his pleading.” (quotation omitted)). Hoff does not apply, however, because
Vincent Holdings did not rely on general st atements. Instead, th e complaint contains
specific allegations, and Vincent Holdings submitted the Francis affidavit, which provided
additional specificity. Moreove r, contrary to his initial argumen t, Kastl conceded at oral
argument that to the extent the Kastl declar ations conflict with the allegations in the
complaint and the Francis affida vit, the allegations in the co mplaint and the affidavit are
accepted as true for purposes of the motion to dismiss. See Rilley, 884 N.W.2d at 326.

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In this case, because the parties only contes t the first three factors, we confine our
review to those arguments. We conclude that the complaint and the Francis affidavit
alleged sufficient minimum contacts betwee n Kastl and Minnesota because each of the
three disputed factors favors the exercise of personal jurisdiction.
Turning to the first factor, we observe that being physically present in Minnesota on
five separate occasions weighs in favor of exercising jurisdiction. E.g. Nat’l City Bank of
Minneapolis v. Ceresota Mill Ltd. P’ship, 488 N.W.2d 248, 253 (Minn. 1992) (determining
sufficient quantity of contacts to exercise personal jurisdiction when defendant was
physically present in Minnesota “at least four times”). We also note that there is no bright-
line rule or threshold number of contacts necessary to exerci se personal jurisdiction, and
even a “single, isolated transaction between a nonresident defendant and a resident plaintiff
can be a sufficient contact to justif y exercising personal jurisdiction.” Marquette Nat’l
Bank of Minneapolis v. Norris , 270 N.W.2d 290, 295 (Minn. 1978) (listing cases and
affirming exercise of personal jurisdiction ba sed on a single, transactional contact to
Minnesota). In this case, bot h the complaint and th e Francis affidavit alleged that Kastl
made five separate trips to Minnesota for the purposes of meeting with and providing legal
advice to representatives of Vincent Holdings about its business interests. In addition, both
the complaint and the Francis affidavit alleged a number of additional communications that
occurred while Kastl was located outside of Minnesota.2 We are aware of no authority—

2 It is not clear from the co mplaint alone where Kastl was physically located when he
provided the legal services alleged. It is well-established, however, that the location of the
nonresident defendant “is clearly of no significant consequence.” Rilley, 884 N.W.2d at
329 (quoting Marquette Nat’l Bank of Minneapolis, 270 N.W.2d at 295 (“The fact that the

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and Kastl cites to none—in wh ich a similar quantity of co ntacts weighed in favor of
dismissal. Instead, the alleged number of trips to Minnesota over the course of a year and
a half and the number of additional electronic and telephonic communications support the
exercise of personal jurisdiction and the denial of Kastl’s motion to dismiss.
Second, the quality of those contacts also supports the district court’s decision.
Vincent Holdings alleges that Kastl provided purposeful and extensive legal advice to
Vincent Holdings, conduct that would go beyond what could be characterized as merely
incidental contact. See, e.g., Schuler v. Meschke, 435 N.W.2d 156, 160 (Minn. App. 1989)
(concluding that the second Juelich factor was satisfied when a North Dakota attorney
provided legal advice on which Minnesota residents would likely rely and thereby,
purposefully availed himself of the protections of Minnesota law). Specifically, the Francis
affidavit alleged that during the five separate trips that Kastl made to Minnesota between
March 2017 and September 2018, he provided legal advice to Vincent Holdings about the
creation of CastleRock, the contents of the operating agreement governing the three
member companies’ management of Cas tleRock, and the eventual dissolution of
CastleRock. In addition, th e complaint included allegations that Kastl provided legal
advice to Vincent Holdings regarding the following: the business operations in Minnesota
of Vincent Watford and Vincent Anoka; the operating agreement and subsequent

nonresident appellants were neve r physically present in the st ate in the course of their
transaction, which was accompli shed entirely by telephone an d mail, is clearly of no
significant consequence.”)). Ba sed on this caselaw, the failu re to more clearly specify
Kastl’s physical location in the complaint does not compel reversal.

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amendments; the divestiture agreement; licen sing questions involving Vincent Holdings’
employees in Minnesota; and the legal requirements regarding registering as an investment
adviser in Minnesota. The nature of this alleged legal advice weighs in favor of exercising
personal jurisdiction.
Third, the legal advice Kastl allegedly provided during those trips is directly related
to the causes of action in th e complaint: that Kastl was ne gligent in advising Vincent
Holdings about the operating and divestiture agreements, that he failed to disclose a
conflict of interest he had rega rding both agreements, and that he omitted the fact that he
was not licensed to practice la w in Minnesota when he prov ided legal advice to Vincent
Holdings. These causes of action arise direc tly from Kastl’s contacts in providing legal
advice to Vincent Holdings about its operations in Minnesota. 3 Thus, there is a strong
showing on the third factor of a connection between the contacts and the causes of action.
For these reasons, we are satisfied that each of the three factors favors the exercise
of specific personal jurisdiction and affirm the denial of Kastl’s motion to dismiss.
II. Failure to Plead Fraud with Particularity
Kastl also argues that the district court erred when it denied his motion to dismiss
Vincent Holdings’ misrepresentation-by-omission claim for fa ilure to state a claim upon
which relief could be granted. Kastl conte nds that the complain t failed to meet the

3 We note that the complaint also alleges le gal services that Kastl provided to Vincent
Holdings concerning matters that are not related to the causes of action. For example, the
complaint alleges that Kastl advised Vincent Holdings about two of its related entities and
about a boating accident. Because these contacts have no apparent connection to the causes
of action, we do not consider them in our analysis of specific personal jurisdiction.

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heightened pleading standard for fraud claims. We decline to address this argument
because it is not properly before us.
An order denying a motion to dismiss generally is not immediately appealable. Aon
Corp. v. Haskins, 817 N.W.2d 737, 739 (Minn. App. 20 12). An exception to this rule is
that an order denying a motion to dismiss for lack of personal jurisdiction is immediately
appealable under Minn. R. Civ. App. P. 103.03(j). Id. This exception is based on the
collateral order doctrine, which “permits immediate appellate review of a small class of
rulings that do not conclude the litigation but conclusively resolve important ‘claims of
right separable from, and collateral to, rights asserted in the action,’ and are effectively
unreviewable on appeal from a final judgment.” Id. (quoting Will v. Hallock , 546 U.S.
345, 349, 126 S. Ct. 952, 957 (2006)). Appe llate review of an order denying a motion to
dismiss for lack of personal jurisdiction is permitted under the collateral order doctrine
based on the rationale that “a defendant shoul d not be required to assume the burdens of
litigation and trial if juri sdiction is lacking.” Id. On the other hand, an order denying a
motion to dismiss for failure to state a claim follows the general rule and is not immediately
appealable. Id. at 739-40.
When, as here, only a part of the district court’s order is immediately appealable,
this court should not consider additional issues on appeal unless those issues are
“inextricably intertwined” with the issues properly raised under the collateral order
doctrine. Id. at 741 (citing Swint v. Chambers Cty. Comm’n , 514 U.S. 35, 51, 115 S. Ct.
1203, 1212 (1995)). An i ssue is inextricably intertwined with a properly presented issue
“only when the appellate resolution of the collateral appeal necessarily resolves the pendent

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claim as well, and only if the pendent claim is coterminous with, or subsumed in, the claim
before the court on interlocutory appeal.” Id. at 741-42 (quotations omitted).
Kastl makes no argument explaining how his failure-to-plead-with-particularity
argument is inextricably intertwined with his lack-of-personal-jurisdiction argument. And
no such connection is apparent on our review. The issues rest on entirely separate bases
and rationales, and one is not dependent on the other. Because the failure-to-plead issue is
not inextricably intertwined with the personal-jurisdiction issue that is properly before this
court, we do not consider Kastl’s argument th at the district court erred by not dismissing
the misrepresentation claim for failure to state a claim.
Affirmed.