Aspen Builders and Remodelers, Inc., 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This opinion is nonprecedential except as provided by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
A21-0246

Aspen Builders and Remodelers, Inc.,
Respondent,

vs.

Shauna Raisch, et al.,
Appellants.

Filed January 18, 2022
Affirmed
Cochran, Judge

Hennepin County District Court
File No. 27-CV-19-4208

Michael C. Mahoney, Mahoney Lefky LLC, Wayzata, Minnesota (for respondent)

Jordan W. Anderson, Boris Pa rker, Parker & Wenner, P.A ., Minneapolis, Minnesota (for
appellants)

Considered and decided by Connolly, Pr esiding Judge; Cochran, Judge; and
Halbrooks, Judge.

NONPRECEDENTIAL OPINION
COCHRAN, Judge
This appeal follows a cour t trial involving a construction dispute. Appellants argue
that the district court erred by (1) ruling in favor of respondent contractor on its breach-of-

 Retired judge of the Minnesota Court of A ppeals, serving by appoi ntment pursuant to
Minn. Const. art. VI, § 10.
2
contract claim, (2) finding appellant salon-owner personally liable on respondent’s breach-
of-contract claim, and (3) de nying appellant salon’s counter claim for overpayment. By
notice of related appeal, respondent argues th at it is entitled to recover finance charges
under its claim for an account stated. We affirm.
FACTS
This case arises from construction and re modeling work that respondent Aspen
Builders and Remodelers Inc. performed for appellants Twiggs SalonSpa Inc. and its
owner, Shauna Raisch. Aspen sued appellants in 2019, alleging breach of contract, related
claims in equity, account stated, and fraud. Appellants asserted multiple counterclaims,
including breach of contract for allegedly overpaying Aspen for its work. Following a
four-day court trial, the district court rule d in favor of Aspen on its breach-of-contract
claim, concluding that appellants were jointly and severally liable to Aspen for $58,584.61.
The district court denied recovery on Aspen’s remaining claims and dismissed appellants’
counterclaims. The following summarizes the district court’s written findings of fact and
conclusions of law and the evidence received at trial.
In March 2014, Twiggs entere d into a lease for a new space for its salon. The lease
provided for a “tenant’s impr ovement allowance,” pursuant to which the landlord agreed
to reimburse Twiggs or a contractor in the amount of $192,000 for work performed to
improve the rental space. Unde r that provision, Twiggs agreed that it would pay for any
work costs that exceeded the tenant’s improvement allowance. The provision also required
Twiggs to submit a “sworn construction” statement prior to receiving any funds from the
allowance.
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Raisch negotiated with Aspen to construct and remodel the Twiggs space. Aspen’s
CEO Jorj Ayaz prepared plans for the layo ut and work on the space. The plans
contemplated using “existing fixtures” due to the “firm” budget of approximately
$192,000. In late March 2 014, Raisch and Ayaz signed a contract. The March 2014
contract contained multiple lines listing categories of work to be performed and proposed
costs for each category. Th e line items added up to a “[ t]otal construction cost” of
$192,000.
In May 2014, Aspen prepared a sworn c onstruction statement and Ayaz emailed the
statement to Twiggs’s landlord. Ayaz attached to the sworn construction statement “a full
and complete list and breakdown of the cost of all items of materials, labor or services”
associated with the salon proj ect. The sworn construction statement also provided that
Aspen would not complete any work beyond the items on the attached list “except pursuant
to a Change Order approved by Lender.”
According to Ayaz, Aspen began working on the salon space in the spring of 2014.
By October or November 2014, Aspen had substantially completed all of its work on the
space, with some items remaining unfinished . Twiggs opened the salon on October 31,
2014. The landlord ultimately paid Aspen $192,000 in acco rdance with the tenant’s
improvement allowance.
The central dispute at trial was to what extent the parties had agreed that appellants
would pay Aspen to perform ad ditional work on the salon space beyond the scope of the
March 2014 contract. Ayaz testified that, wh ile the project was on going, Raisch began
requesting that Aspen perform additional work that did not fall with in the terms of the
4
March 2014 contract. He testified that Raisch communicated those requests to him via text
messages and verbal conversatio ns. Ayaz testified that As pen completed the additional
requested work and sent invoices to appellants reflecting that work and the amounts owed.
The district court admitted into evidence a number of invoices and summary billing
statements that Ayaz sent to appellants between October 2014 and July 2015. The district
court also received exhibits showing that Twiggs paid Aspen and Ayaz a total of $40,000.
At trial, Ayaz testified that, after taking into account Twiggs’s $40,000 in payments, Raisch
and Twiggs still owed Aspen a substantial su m of money for the add itional work that he
performed. Ayaz testified that appellants paid some of the invoices but not others.
Raisch, in contrast, testified that the par ties agreed only on one item of additional
work beyond the scope of the March 2014 contr act. Raisch stated th at she agreed to pay
Aspen $11,700 for custom-built pedicure stations. She testified that she and Ayaz did not
agree to make any other changes to the original plans for the salon. She stated that she
believed that most of the $40,000 that Twiggs paid to Aspen was a loan intended to help
Aspen pay off its subcontractors and that she believed Ayaz would keep $11,700 and return
the rest of the money to her.
Exhibits admitted at trial also showed th at Aspen began adding finance charges in
January 2015 to amounts that appellants ha d not yet paid. Ayaz emailed a summary
statement to Raisch in Janu ary 2015 which included a $565 .76 finance charge. In the
accompanying email, Ayaz stated that he was “financing [the balance] at 12%.” In late
July 2015, Ayaz emailed Raisch a spreadsheet summarizing a ll of the paid and unpaid
invoices. The spreadsheet included the earlier finance charge of $565.76 and an additional
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finance charge of $2,869.53. Raisch testifie d at trial that she did not agree to pay any
finance charges.
Following trial, the district court issued its findings of fact, conclusions of law, and
order for judgment. The district court ruled in favor of Aspen on its breach-of-contract
claim, concluding that Raisch and Twiggs are jointly and seve rally liable to Aspen. The
district court concluded that “the preponderance of the evidence establishes that the parties
entered into a contract or series of contracts to perform additional work beyond the scope
of the [o]riginal [c]ontract; that Aspen performed the work; and that Twiggs breached the
contract(s) by failing to pay Aspen.” The district court further found that the total amount
left unpaid on the invoices for the work outside the scope of the March 2014 contract was
$58,584.61, excluding finance charges. The district court also rejected appellants’
argument that written change orders were required for appellants to be held liable for work
performed beyond the scope of the March 2 014 contract. Consequently, on Aspen’s
breach-of-contract claim, the district court concluded that appellants are jointly and
severally liable to Aspen for $58,584.61 for the additional work.
Relevant to this appeal, the district c ourt also rejected Aspe n’s claim that it is
entitled to recover finance charges included on the invoices. The court concluded that
Aspen could not recover its finance charges under a breach-of-contract theory because the
parties did not agree to the imposition of any finance charges. The court also rejected
Aspen’s claim that it is entitled to recover finance charges (or any other charges) as part of
an account-stated claim.
6
Raisch and Twiggs now appeal. By way of notice of related appeal, Aspen
challenges the district court’s dismissal of its claim for an account stated, contending that
it is entitled to recover finance charges under that claim.
DECISION
Following a court trial, we review a distri ct court’s findings of fact for clear error
and its legal conclusions de novo. Zephier v. Agate, 957 N.W.2d 866, 875 (Minn. 2021).
In determining whether a finding of fact is clearly erroneous, we view the evidence in the
light most favorable to the verdict and examin e the record to see if there is reasonable
evidence to support the dist rict court’s findings. In re Commitment of Kenney ,
963 N.W.2d 214, 221 (Minn. 2021). To conc lude that findings of fact are clearly
erroneous, we must be “left with a definite and firm conviction that a mistake has been
committed.” Id. (quotation omitted).
Appellants argue that the district court erred by ruling in favor of Aspen on its
breach-of-contract claim. They also challenge the district court’s decision to hold Raisch
personally liable on Aspen’s breach-of-contract claim. And they contend that the district
court erred by denying their breach-of-contract counterclaim in which they alleged that
Twiggs overpaid Aspen for its work. Aspen, in turn, argues that the district court erred by
denying its claim for an account stated and concluding that Aspen is not entitled to recover
finance charges from appellants. We address each of those arguments in turn.
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I. The district court did not err by rulin g in favor of Aspen on its breach-of-
contract claim.

Appellants challenge several aspects of the district court’s decision on Aspen’s
breach-of-contract claim. For the reasons set fo rth below, we conclude that the district
court did not err by concluding that appellants are liable to Aspen for breach of contract.
A. The district court did not clearly err by finding that the sworn construction
statement did not modify the March 2014 contract.

Appellants argue that the district court erred when it made findings and drew legal
conclusions that the sworn construction statement did not amend the March 2014 contract.
Specifically, appellants argue that the sw orn construction statement modified the
March 2014 contract, adding an “essential te rm” to the contract that Aspen would not
approve additional costs or work without a written change order approved by the landlord.
Because no formal change orders were prepar ed or approved, appe llants argue that the
parties were precluded from entering into any contracts beyond the scope of the
March 2014 contract.
Whether a contract has been modi fied is a question of fact. Brodsky v. Brodsky ,
639 N.W.2d 386, 392 (Minn. App. 2002), rev. denied (Minn. Apr. 23, 2002). Contract
modification generally requires an offe r, acceptance, and consideration. Peters v. Mut.
Benefit Life Ins. Co. , 420 N.W.2d 908, 913 (Minn. App. 1988). “Whether a pre-existing
agreement has been modified depends on the pa rties’ objective manifestations, not their
subjective understanding.” Brodsky, 639 N.W.2d at 392 (quotation omitted). Here, the
district court determined that the sworn construction statement was not part of the
March 2014 contract because it was prepared two months after that contract, Ayaz
8
presented it to the landlord solely for the purpos e of ensuring that Aspen was eligible to
receive the tenant’s improvement allowance, and the statement had none of the indicia of
a contract amendment—offer, acceptance, and consideration. The district court also found
that the sworn construction statement did no t form a contract between Aspen and the
landlord under which Twiggs or Raisch were third-party beneficiaries.
The district court’s findings are reasonably supported by the record. Foremost, the
evidence supports the district court’s findi ng that there was no offer and acceptance
between the parties to modify the March 2 014 contract with the sworn construction
statement. Ayaz testified that he sent th e sworn construction statement to the landlord
because he was required to do so to receive the first installment of the tenant’s improvement
allowance. The March 2014 contract also makes no men tion of a sworn construction
statement, and nothing in the text of the statement itself pr ovides that it is intended to
modify any contract or make any express promises to Twig gs or Raisch. Moreover, the
statement was signed only by Ayaz and not by Raisch or any other representative of
Twiggs. This evidence of the parties’ obj ective manifestations re asonably supports the
district court’s finding that the parties did not intend for the sworn construction statement
to modify the March 2014 contract.
Appellants argue that the sworn construction statement does have the indicia of a
contract modification. First, they assert that the parties’ conduct demonstrates that there
was an offer and acceptance to modify the March 2014 contract. Specifically, they contend
that when Ayaz emailed the sworn construction statement to the landlord on May 28, 2014,
he also emailed the statement to Twiggs. Appellants argue that, by sending the statement
9
to Twiggs, Ayaz made an offer to Twiggs that Aspen’s work on the salon would not exceed
$192,000 without a signed change order. An d appellants contend that Twiggs accepted
Ayaz’s offer by taking the $192,000 tenant’s improvement allowance from the landlord.
Second, appellants argue that consideration was not required to modify the March 2014
contract because the contract was still “exe cutory” on May 28, 20 14, because Aspen had
not yet started to work on the salon under the March 2014 contract. We are not persuaded.
At trial, the parties presented conflicting evidence regarding whether Ayaz emailed
the sworn construction statement to Raisch on May 28, 2014. Raisch testified that Ayaz
did send her the sworn construction statement, while Ayaz testified that he did not recall
sending Raisch the statement. Aspen also submitted an affidavit from an expert witness in
which the expert “concluded to a scientific and technologic certainty that Mr. Ayaz did not
send, copy, or blind copy the May 28, 2014 email to Raisch.” The district court ultimately
did not make a finding on whether Raisch received the sworn construction statement from
Ayaz. “In an appeal from a bench trial, we do not reconcile conflicting evidence.”
Porch v. Gen. Motors Acceptance Corp. , 642 N.W.2d 473, 477 (Minn. App. 2002), rev.
denied (Minn. Jun. 26, 2002). Because the eviden ce received at trial reasonably supports
the district court’s determination that th ere was no offer and acceptance between Aspen
and Twiggs or Raisch to modify the Marc h 2014 contract with the sworn construction
statement, we conclude that the district cour t did not clearly err by finding that the sworn
construction statement did not have the indicia of a contract modification. We therefore
need not reach appellants’ argument concerning the presence of consideration.
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In sum, the district court did not clearl y err by finding that the sworn construction
statement did not modify the March 2014 cont ract. We accordingly affirm the district
court’s conclusion that the absence of written change orders did not preclude the parties
from entering into contracts to perform and pay for work beyond the scope of the
March 2014 contract.
B. The evidence is sufficient to support the district court’s findings that
appellants contracted with Aspen to perform additional work and are liable
to Aspen for unpaid amounts listed on the invoices.

Appellants also argue that the district c ourt erred in concluding that the parties
entered into a series of contracts to pe rform additional work beyond the March 2014
contract and that appellants are liable to Aspe n for breach of contract in the amount of
$58,584.61. We disagree. For the reasons stated below, we conclude that the evidence is
sufficient to support the district court’s finding that the parties agreed to perform and pay
for work beyond the scope of the March 2014 contract. And we further conclude that the
evidence is sufficient to suppor t the district court’s finding that appellants are liable to
Aspen for the amount the district court identified.
“The formation of a contract requires communication of a specific and definite offer,
acceptance, and consideration.” Com. Assocs., Inc. v. Work Connection, Inc. ,
712 N.W.2d 772, 782 (Minn. App. 2006). The parties to a contract must have a “meeting
of the minds concerning a contr act’s essential elements.” SCI Minn. Funeral Servs.,
Inc. v. Washburn-McReavy Funeral Corp., 795 N.W.2d 855, 864 (Minn. 2011) (quotation
omitted). “Whether a contract is formed is judged by the objective conduct of the parties
and not their subjective intent.” Com. Assocs., 712 N.W.2d at 782. When the parties
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dispute the existence and terms of a contr act, these issues become questions for the
fact-finder. Morrisette v. Harrison Int’l Corp., 486 N.W.2d 424, 427 (Minn. 1992).
The following evidence was pres ented at trial. Ayaz testified that he substantially
finished the work called for under the March 2014 contract by mid-November 2014. He
also testified that he informed Raisch that they were over budget on the March 2014
contract. He stated that, while the project was ongoing, Raisch as ked him to perform a
“series” of additional work items. He furt her stated that Raisch communicated those
requests to him via text messages and verbal conversations. He testified that Aspen agreed
to complete the work that Raisch requested in return for prompt payment and sent Twiggs
and Raisch a number of invoices and summary statements reflecting that work.
We conclude that this evid ence supports the district cour t’s determination that the
parties entered into a series of agreements beyond the March 2014 contract. The evidence
reasonably supports the conclusion that the parties reached agreements for additional work
on the salon, and it demonstrates they engaged in a course of conduct consistent with such
agreements. Moreover, the district court found Ayaz’s testimony about the parties’
communications and agreements to be credible . We defer to a district court’s credibility
determinations. Pechovnik v. Pechovnik, 765 N.W.2d 94, 99 (Minn. App. 2009).
Appellants contend that the district court failed to make specific findings regarding
the additional contracts between the parties. They contend that the lack of specific findings
“means that those contracts were in fact not proven.” But based on the record evidence of
the parties’ conduct in this ca se, and under our deferential st andard of review, we affirm
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the district court’s finding that the parties en tered into a series of contracts beyond the
March 2014 contract.
We further conclude that th e evidence supports the district court’s finding that
appellants are liable to Aspen for the amount of $58,584.61. Ayaz testified about invoices
that he sent to Raisch in October and November of 2014, a summary billing statement that
he sent in January 2015, and a spreadsheet that he sent in July 20 15. Those documents
were admitted as exhibits at trial. Ayaz testified that everything for which Aspen is seeking
compensation is listed on the invoices. The unpaid amounts listed on the invoices, after
accounting for the $40,000 payment from Twiggs to Aspen, total approximately $58,000.
The evidence is therefore sufficient to support the district court’s conclusion that appellants
are liable to Aspen in the amount of $58,584.61.
Appellants contend that the district cour t’s damages determination is erroneous
because the district court impermissibly treated the March 2014 contract as a “lump-sum”
contract while also concluding that appellants owed Aspen money on additional “unit-bid”
contracts. “Under a lump-sum agreement, the contractor agrees to complete the work for
a set price, regardless of the actual cost s incurred in completing the construction.”
U.S. v. Johnson, 937 F.2d 392, 394 n.2 (8th Cir. 1991). Conversely, “[a] unit-bid contract
is one wherein the contractor submits a price per unit (the cement work, for example, may
be a unit) for each of th e various categories.” Johnson, Drake & Piper, Inc. v. United
States, 483 F.2d 682, 684 (8th Cir. 1973). Appellants argue that the March 2014 contract
was a lump-sum contract, under which the parties agreed that the total contract price would
amount to no more than $192,000. Appellants therefore appear to argue that any expenses
13
beyond the agreed-upon $192,000 would either need to be incurred by Aspen alone or the
parties would have needed to submit change orders to amend the March 2014 contract. We
are not persuaded.
The district court found that the parties en tered into a series of separate, additional
contracts for work beyond the scope of the March 2014 contract. Even assuming that the
March 2014 contract was a lump-sum contract as appellants contend, appellants cite no
case law holding that parties to a lump-sum contract are precluded from entering separate
and additional unit-bid contracts reflecting agreements beyond the scope of the lump sum
contract.
Accordingly, we conclude that the evidence admitted at trial is sufficient to support
both the district court’s finding of additional contracts to perform work beyond the scope
of the March 2014 contract and its finding th at appellants are liable to Aspen for unpaid
amounts totaling $58,584.61. We note that this amount does not include the finance
charges for which Aspen is seek ing compensation, which we address in detail in part IV.
The district court did not err by ruling in favor of Aspen on its breach-of-contract claim.
II. The district court did not err by concluding that Raisch is personally liable on
Aspen’s breach-of-contract claim.

Appellants next argue that the district co urt erred by holding Raisch personally
liable to Aspen on its breach-of-contract claim. Again, we disagree.
The evidence admitted at trial reasonably supp orts the district court’s finding that
the parties intended both Twiggs and Raisch to be parties to the contracts to perform work
beyond the scope of the March 2014 contract. Certain characteristics of the March 2014
14
contract itself support such a conclusion. First, the address line of the March 2014 contract
identifies both “Shauna Raisch” and “Twiggs Sal on” as parties to the contract. Second,
the signature line on the March 2014 contract identifies only “Shauna Raisch” and does
not indicate that Raisch was signing on behalf of Twiggs. This is in contrast to Ayaz’s
signature line, which identifies “Jorj Ay az, Aspen Builders & Remodelers, Inc.”
Moreover, Ayaz testified that he believed both Twiggs and Raisch were parties to the
March 2014 contract. This evidence supports the district court’s finding that Raisch was
personally a party to the March 2014 contract . And the parties’ subsequent course of
conduct demonstrates that the series of contracts for additi onal work on the salon were
between the same parties. For instance, Ayaz’s testimony and text messages admitted into
evidence reflect that Raisch personally asked Ayaz to install custom mirrors and additional
light fixtures and chairs in the salon that we re not part of the March 2014 contract. The
district court’s determination regarding the par ties’ intent is reason ably supported by the
evidence.
On appeal, appellants contend that Raisch cannot be personally liable for breach of
contract because she was acting as an agent for Twiggs when the March 2014 contract and
any subsequent contracts were formed. They argue that Raisch is therefore entitled to the
protection of the corporate veil. But appellants’ agency and corporate-veil argument is not
properly raised on appeal because appellants di d not make that argume nt to the district
court. See Thiele v. Stich, 425 N.W.2d 580, 582 (Minn. 1988) (holding that appellate courts
generally consider only issues that were presented to and considered by the district court).
Because the evidence reasonabl y supports the district cour t’s finding that the parties
15
intended Raisch to be a party to the contract s regarding the salon project, we affirm the
district court’s conclusion that Raisch is personally liable to Aspen for breach of contract.
III. The district court did not err by de nying appellants’ counterclaim for
overpayment.

In appellants’ final argument on appeal, they contend that the district court erred by
failing to award them $29,000 for amounts they overpaid to Aspen. Appellants seek this
amount in damages based on their claim that they owed Aspen only approximately $11,000
for the custom pedicure stations that Aspen built and installed in the salon. They therefore
argue that Aspen must reimburse them for the remainder of their $40,000 payment, which
amounts to approximately $29,000. Because the district court did not err by deciding
Aspen’s breach-of-contract claim in favor of Aspen based on the se ries of additional
contracts entered into by the parties, it did not err by dismissing appellants’ counterclaim
for overpayment.
IV. The district court did not err by denying Aspen’s account-stated claim.

In its cross-appeal, Aspen argues that the district court erred by dismissing its claim
to recover unpaid balances, including unpaid finance charges, as an account stated. “An
account stated is a manifestation of assent by a debtor and creditor to a stated sum as an
accurate computation of an amount due the creditor.” Mountain Peaks Fin. Servs.,
Inc. v. Roth-Steffen, 778 N.W.2d 380, 387 (Minn. App. 2010) (quotation omitted), rev.
denied (Minn. Apr. 28, 2010). To establish an acc ount-stated claim, “the claimant must
show (1) a prior relationship as debtor and creditor, (2) a showing of mutual assent between
the parties as to the correct balance of the account, and (3) a promise by the debtor to pay
16
the balance of the account.” Id. “[I]f one party renders a statement of account to the other
party, and that other party retains the acco unting for an unreasonab ly long time without
objecting to it, then the party is deemed to have assented to that accounting.” Toyota-Lift
of Minn., Inc. v. Am. Warehouse Sys., LLC, 868 N.W.2d 689, 698 (Minn. App. 2015), aff’d,
886 N.W.2d 208 (Minn. 2016).
Here, the district court rejected Aspen’s attempt to recover any amounts under its
account-stated claim both as to Raisch personally and as to Twiggs. The district court
concluded that Aspen’s account-stated claim against Raisch failed because “there was no
prior business relationship with her personally.” And the court determined that the claim
failed against Twiggs because there was “no showing of mutual assent between the parties
as to the correct balance.” Specifically, the district court reasoned that Raisch, as Twiggs’
owner, “was not satisfied with the calculation of the amount due and asked repeatedly for
an accounting that illustrated what costs were related to the [o]riginal [c]ontract and what
costs were related to the additional work.” The district court further found: “When [Raisch]
received these accountings in July 2015, she wanted to meet in person to review them. She
ultimately refused to pay. This does not reflect assent.”
On appeal, Aspen appears to argue that the district court erred when it denied
Aspen’s account-stated claim both as to the unpaid amounts listed on the invoices and as
to accrued finance charges. Because we are affirming the district court’s determination
that appellants are liable for the unpaid amo unts under Aspen’s breach-of-contract claim,
we need not decide whether Aspen coul d also recover those amounts under its
account-stated claim. Accordingly, we limit our analysis of Aspen’s account-stated claim
17
to its contention that it is en titled to recover finance charges as an account stated. In that
regard, Aspen contends that it is entitled to recover the $565.76 finance charge listed in the
January 2015 summary billing statement and the $2,869.53 finance charge listed in the
July 2015 spreadsheet, as well as a 12% fina nce charge accrued from July 2015 to the
January 22, 2021 judgment. In total, Aspen argues th at it is entitled to recover
approximately $42,300 in finance charges as an account stated.
In challenging the district court’s denial of its account-stated claim, Aspen argues
only that the district court misapplied the law in its analysis of Aspen’s account-stated
claim against Twiggs.1 In particular, Aspen argues that case law establishes that, to defeat
an account-stated claim where “the [account] statements ar e held for more than a few
months[,] the defendant must produce evid ence of specific written objection to the
statements.” Aspen contends that Twiggs retained the invoices for a period of eight
months—from January 2015 to September 2015—without making a “written objection to
interest” and therefore effectively assented to an ongoing finance charge of 12%.
Under Minnesota case law, general compla ints about billing ar e insufficient to
defeat an account-stated claim. Lampert Lumber Co. v. Ram Constr. , 413 N.W.2d 878,
883 (Minn. App. 1987). Instead, a debtor must “challenge the correctness of the account.”
Kenyon Co. v. Johnson , 174 N.W. 436, 437 (Minn. 1919). If the alleged debtor retains

1 In its primary brief, Aspen does not challenge the district court’s conclusion that Raisch
cannot be personally liable under an account-stated claim. In its reply brief, Aspen appears
to challenge this conclusion when it argues that “Aspen did have a prior business
relationship with Raisch.” But Aspen does not make a substantiv e argument to support
that position. Moreover, we ge nerally do not consider arguments raised for the first time
in a reply brief. State v. Yang, 774 N.W.2d 539, 558 (Minn. 2009).
18
account statements for an unreasonable length of time “without any questions,”
acquiescence in the amount is inferred. Kittler & Hedelson v. Sheehan Props, Inc. ,
203 N.W.2d 835, 840 (Minn. 1973).
The district court’s finding that Raisch sufficiently objected to the amounts stated
in the invoices is reasonably supported by the record. At trial, Raisch testified that she
began asking Ayaz to explain th e invoices in late October 20 14. And the district court
received into evidence several communica tions between Raisch and Ayaz between
November 2014 and July 2015 in which Raisch asked to meet with Ayaz to discuss the
invoices so that she could understand the basis for each charge. For instance, in
November 2014, Raisch emailed Ayaz and stat ed, “We also need to go over the invoices
you sent me as I would like to get you paid as soon as I possibly can as well.” In
March 2015, Raisch sent an email to Ayaz again asking him to “go over the invoices.” She
expressed that she was “still . . . blown away th at [they] went over th e original budget by
$95,000 and [would] feel better at least understanding those invoices.” In July 2015, Raich
sent another email to Ayaz expressing that she was not satisfied with the level of detail on
the invoices and asking to meet to review them:
I have printed all the invoices that I received from you.
Invoices 1930, 1931, 1934, 1935, 1936 listed on the statement
dated 1/12/2015 have no break out as to what they are for and
I did not receive separate invoices for them. . . . I need to get
all of the invoices for the entire j ob, we need to go over them
as you promised. . . . Please let me know when you will have
all the invoices ready and when you will be available to go over
them.

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This evidence reasonably supports the district court’s finding that Twiggs sufficiently
objected to the amounts stated in the invoices, and it also supports a conclusion that Twiggs
did not agree to a 12% finance charge. It is reasonable to view these communications as
more than merely general complaints about billing—they are specific to individual invoices
and can be interpreted to express doubt ab out the accuracy of the amounts on those
invoices. Viewing the evidence in the light most favorable to the verdict, the district court
did not err by rejecting Aspen’s account-stat ed claim and concluding that Aspen is not
entitled to any finance charges.
Conclusion
In sum, we discern no error in the district court’s determination that appellants are
jointly and severally liable to Aspen on its breach-of-contract claim in the amount of
$58,584.61. We further conclude that the district court did not err by rejecting appellants’
counterclaim for breach-of-contract based on an alleged overpayment. Nor did the district
court err by dismissing respondent’s account-st ated claim and demand to recover finance
charges. Accordingly, we affirm the judgment of the district court.
Affirmed.