In re the Marriage of: Sneha Singh, petitioner, Respondent,

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This opinion is nonprecedential except as provided by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
A21-1510

In re the Marriage of: Sneha Singh, petitioner,
Respondent,

vs.

Ashok Kumar Goyal,
Appellant.

Filed September 19, 2022
Affirmed in part, reversed in part, and remanded
Slieter, Judge

Hennepin County District Court
File No. 27-FA-19-1908

Debra J. Hilstrom, Debra J Hilstrom Attorney at Law, PLLC, St. Paul, Minnesota (for
respondent)

Jerry A. Burg (Of Counsel to Capistrant Van Loh, P.A.), The Law Office of Jerry A. Burg,
Minneapolis, Minnesota (for appellant).

Considered and decided by Bjorkman, Presiding Judge; Slieter, Judge; and Bryan,
Judge.
NONPRECEDENTIAL OPINION
SLIETER, Judge
In this marital-dissolution appeal, appellant challenges the district court’s
(1) classification of various corporate assets as marital property; (2) failure to award him
part of respondent’s nonmarital rental property income; and (3) award to respondent of
conduct-based attorney fees. Because the parties failed to provide the district court with
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evidence specifically describing each party’s ownership shares of corporate assets, and the
corporations were not parties to this proceeding, the district court’s division of those
corporate assets was improper. We reverse on this issue. We also conclude that appellant
forfeited his argument that respondent’s rental property produces nonmarital income and
that the district court acted within its discretion in awarding respondent conduct- based
attorney fees. Therefore, we affirm on those two issues.
FACTS
Appellant Ashok Kumar Goyal (husband) and respondent Sneha Singh (wife)
married in February 2017 and separated in September 2018. Wife petitioned to dissolve
the marriage in March 2019. 1 Following discovery, the district court held a three-day
dissolution trial.
At trial, the district court learned that husband’s businesses operate as several
different corporate entities. Husband has stock ownership interests in the four business es
at issue in this appeal: Restoration Handyman of Atlanta LLC (Restoration Handyman),
Corporate Office USA LLC (Corporate Office), New Ulm Hospitality (New Ulm), and
SMK Ventures LLC (SMK). In the resulting dissolution judgment, the district court
divided the assets of each of those businesses between the parties. In this appeal, husband
challenges the district court’s division of the assets of those businesses. There are five
other corporate entities not at issue in this appeal. In dividing the assets of those

1 This matter was heard by a referee, who made recommendations adopted by the district
court. We treat a referee’s recommendations, as adopted by the district court, as the district
court’s order. Minn. R. Civ. P. 52.01.
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corporations, the district court awarded all assets of each of those five corporations to either
husband or wife.2
During his trial testimony, husband admitted that he disclosed to wife only certain
assets which were, in his opinion, marital. The district court found that husband failed to
properly disclose “evidence of income,” “expenses for any of the businesses,” “evidence
of debts,” tax filings for himself and the businesses, and evidence of other business assets.
Instead, husband only disclosed two pages of profit and loss statements for each
corporation. Husband also admitted that he disclosed certain exhibits late which led to the
district court excluding these late disclosures.
In response to these incomplete disclosures, the district court made several negative
inferences against husband. In its dissolution judgment and decree (J&D), the district court
found that these corporate-owned assets were, in part, marital property and awarded wife
one-half of the value of those assets. Additionally, the district court found that husband
dissipated certain corporate assets. The total value of corporate-owned assets distributed
to wife was $911,968.96.
The district court also awarded wife $30,000 in conduct-based attorney fees due to
husband’s failure “to make proper and forthcoming disclosures required by statute,” which
“unreasonably contributed to the length and expense of this proceeding.” Husband appeals.

2 These five corporations are JS Impact LLC, RSB Systems Inc., Andaaz Entertainment,
Rajasthan Associated of Georgia, and Redwood Hotel LLC. The district court found these
corporations were the parties’ nonmarital property except Redwood Hotel and JS Impact.
The district court awarded wife $45,200 from Redwood Hotel because husband failed to
trace the assets to a nonmarital source and also awarded wife exclusive use of JS Impact.
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DECISION
Husband raises three issues on appeal. First, husband argues the district court made
errors in classifying certain corporate-owned assets as marital. Second, husband argues
the district court erred by failing to award him part of wife’s rental property income. Third,
husband argues the district court erred by awarding wife conduct-based attorney fees.
I. The district court erred by dividing corporate-owned assets.

When the district court dissolves a marriage, it “shall make a just and equitable
division of the marital property of the parties.” Minn. Stat. § 518.58, subd. 1 (2020).
“Whether property is marital or nonmarital is a question of law, but a reviewing court must
defer to the [district] court’s underlying findings of fact.” Olsen v. Olsen, 562 N.W.2d 797,
800 (Minn. 1997). “A [district] court has broad discretion in evaluating and dividing
property in a marital dissolution, ” and we “will affirm the [district] court’s division of
property if it had an acceptable basis in fact and principle even though we might have taken
a different approach.” Antone v. Antone, 645 N.W.2d 96, 100 (Minn. 2002). We review
property division for an abuse of discretion. Id. “A district court abuses its discretion by
making findings of fact that are unsupported by the evidence, misapplying the law, or
delivering a decision that is against logic and the facts on record.” Woolsey v. Woolsey,
975 N.W.2d 502, 506 (Minn. 2022) (quoting Bender v. Bernhard, 971 N.W.2d 257, 262
(Minn. 2022)).
In its J&D, the district court treated the following corporate-owned assets as at least
partially marital property, and awarded wife the following:
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• From Restoration Handyman: one-half of the amount husband paid from
the Restoration Handyman account towards his personal mortgage; one-
half of the income earned on rental properties from the marriage to the
valuation date; one-half of the funds in Restoration Handyman’s bank
accounts; one-half of the increase in value of several properties sold by
Restoration Handyman during the parties’ marriage; and one-half of the
assets dissipated by husband. This totaled $317,847.29.

• From Corporate Office: one-half of the increase in value of one home
sold by Corporate Office during the parties’ marriage. This totaled
$13,000.

• From New Ulm: one- half of the rental income earned by the New
Colonial Inn during the parties’ marriage. This totaled $224,500.

• SMK: one-half of the rental income earned by the Madelia Hotel during
the parties’ marriage; one-half of the increase in value of a home in Lake
Crystal, Minnesota; and one-half of the increase in value of a home in
Stone Mountain, Georgia. This totaled $212,159.37.
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It appears that, in district court, the parties ignored the separate legal existence of
their businesses and failed to recognize that they did not personally own the assets of those
businesses. Because this question was not presented to the district court, that court,
understandably, did n ot address it. As a result, the J&D’s property division purports to
divide, as marital property, property that not only was not marital, but also was not owned
by a party to the dissolution case. When an appeal involves a doctrine that is neither novel
nor questionable, “it is the responsibility of appellate courts to decide cases in accordance
with law, and that responsibility is not to be diluted by counsel’s oversights, lack of

3 We note that, in reviewing the district court’s award of cash payments to wife, the district
court identifies the amount of wife’s cash payment from corporate-owned assets as
$911,968.96. However, when adding the assets comprising that amount, it totals
$812,968.96—a difference of $99,000. Neither party raises this discrepancy on appeal but,
because we remand the issue of division of corporate-owned assets, the district court will
have an opportunity to address it.
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research, failure to specify issues or to cite relevant authorities.” State v. Hannuksela, 452
N.W.2d 668, 673 n.7 (Minn. 1990) (quotation omitted). This responsibility applies to
appellate courts deciding civil and family cases. Moorhead Econ. Dev. Auth. v. Anda, 789
N.W.2d 860, 875 (Minn. 2010) (civil appeal); County of Dakota v. Blackwell, 809 N.W.2d
226, 230 (Minn. App. 2011) (family appeal).
And there is nothing novel or questionable about the doctrine of corporate
ownership of corporate assets. See Blohm v. Kelly, 765 N.W.2d 147, 153 (Minn. App.
2009) (stating that “[c]orporate assets do not belong to the stockholders, but to the
corporation”) (quotation omitted); see also Baldwin v. Canfield , 1 N.W. 261, 272 (Minn.
1879) (stating that “[s]tockholders [of a corporation] do not have an ‘interest’ in the
corporate real estate, in the sense in which the word ‘interest’ is commonly used in that
connection, for such real estate is the property of the corporation”). Therefore, even though
this question was argued to neither the district court nor this court, we will— in this unique
case—exercise our discretion to address the point. See Minn. R. Civ. App. P. 103.04
(noting that appellate courts can address questions in the interest of justice).
As noted above, corporate assets are owned by the corporation, not the shareholders
of that corporation. Blohm, 765 N.W.2d at 153; see also Baldwin, 1 N.W. at 272. Thus,
the assets of the corporations—admittedly corporations owned by these parties —were not
owned by the parties themselves, but by the corporations. Those corporations were not
parties to this dissolution proceeding. And generally, “in a dissolution proceeding, a
district court lacks personal jurisdiction over a nonparty and cannot adjudicate a nonparty’s
property rights.” Danielson v. Danielson, 721 N.W.2d 335, 339 (Minn. App. 2006); see
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also Sammons v. Sammons, 642 N.W.2d 450, 457 (Minn. App. 2002) (stating that the
“district court may not exercise jurisdiction over a nonparty” and “[lacked] personal
jurisdiction to enter a judgment affecting [the property rights of a nonparty]”); Fraser v.
Fraser, 642 N.W.2d 34, 38 (Minn. App. 2002) (noting that Minn. Stat. § 518.58, which
provides for the division of marital property, “does not authorize the district court to
adjudicate the interests of third parties”).
Thus, when the district court divided the assets of the nonparty corporations as if
those assets were the marital property of the parties themselves, it erred both because the
property of the corporations was not marital, and because the district court lacked personal
jurisdiction over the corporations that actually owned those assets. The interest in the
business owned by either or both parties—often in the form of shares of stock—is subject
to division, however, if that interest is marital in nature. See Prahl v. Prahl, 627 N.W.2d
698, 706-07 (Minn. App. 2001) (addressing a dissolution court’s division of an ownership
interest in a business); Amundson v. Amundson, 414 N.W.2d 473, 475 (Minn. App. 1987)
(noting that “the shares themselves may be considered personal property, classifiable as
marital or nonmarital”).
For these reasons, we conclude that the district court abused its discretion by
dividing the assets owned by the corporations rather than the interests in those corporations
that were actually owned by the parties, and we remand to the district court to divide only
assets owned by the parties.
As we previously stated, the parties did not raise the issue of nonparty corporate-
owned assets with the district court. Further, the record is devoid of any evidence presented
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by the parties to the district court regarding their specific ownership interest in these
corporations. As to husband’s interest in these corporations, this lack of evidence is, in no
small part, due to his refusal to respond to discovery requests regarding these corporations.
For this, the district court acted within its discretion to apply negative inferences to
husband’s testimony. Solon v. Solon, 255 N.W.2d 395, 396 (Minn. 1977) (concluding that
failure to make a full and accurate disclosure of assets and liabilities “justifies inference
adverse to the party who conceals or evades”). Additionally, the district court, at times,
found him not credible, and found husband dissipated assets. Nothing in our opinion
should be construed to disrupt these findings.
We reiterate that, though the district court may not distribute assets of nonparty
corporations, it may divide the parties’ marital interests in the corporations. See Petterson
v. Petterson, 366 N.W.2d 685, 688 (Minn. App. 1985) (treating part of spouses’ interest in
corporation as marital property); see also Minn. Stat. § 518.58, subd. 1 (“[T]he court shall
make a just and equitable division of the marital property of the parties . . . after making
findings regarding the division of the property.”). Thus, we reverse and remand the portion
of the district court’s J&D which distributed assets of the nonparty corporations. We leave
to the district court’s discretion whether to reopen the record to allow additional evidence.
II. Husband has forfeited the issue involving wife’s rental income.

Husband argues that, because the district court purportedly erred by designating
corporate-owned assets as marital and distributing a portion to wife, it should have likewise
designated wife’s nonmarital property as marital and distributed one-half to him. However,
because husband failed to raise this argument to the district court, it is forfeited. Annis v.
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Annis, 84 N.W.2d 256, 261 (Minn. 1957) (“[L]itigants are bound [on appeal] by the theory
or theories, however erroneous or improvident, upon which the action was actually tried
below.”); see also Thiele v. Stich, 425 N.W.2d 580, 582 (Minn. 1988) (stating that an
appellate court seldom considers matters not argued to and considered by the district court).
Therefore, we do not consider this issue.4
III. The district court acted within its discretion by awarding wife conduct-based
attorney fees.

A district court may award, “in its discretion, additional fees, costs, and
disbursements against a party who unreasonably contributes to the length or expense of the
proceeding.” Minn. Stat. § 518.14, subd. 1 (2020). 5 The party moving for attorney fees
has the burden to show that the conduct of the other party warrants an award. Baertsch v.
Baertsch, 886 N.W.2d 235, 238 (Minn. App. 2016). The district court must make findings
that explain the basis for an award of conduct-based attorney fees. Brodsky v. Brodsky ,
733 N.W.2d 471, 477 (Minn. App. 2007). We review the award of conduct-based attorney
fees for an abuse of discretion. Sanvik v. Sanvik, 850 N.W.2d 732, 737 (Minn. App. 2014).
The district court’s award of conduct-based attorney fees is supported by the record.

4 And even if we were to consider the merits of his argument, it would fail. As we explained
in section I, the error of the district court was not in its identification of the marital share
of assets, but in the distribution of assets owned by nonparties.
5 Husband argues that Minn. Stat. § 518.14, subd. 1, does not authorize an a ward of
conduct-based attorney fees. See Anderson v. Anderson, No. A16-2006, order at 2 (Minn.
Aug. 6, 2018) (holding that the supreme court has “never squarely held . . . that section
518.14 provides a substantive basis for conduct-based fees on appeal”). However, husband
forfeited this argument by failing to raise it to the district court. Thiele, 425 N.W.2d at 582
(stating that a party cannot raise a new issue on appeal, “[n]or may a party obtain review
by raising the same general issue litigated below but under a different theory”).
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Husband disputes the district court’s conclusion that he failed “to make proper and
forthcoming disclosures required by statute, ” which “unreasonably contributed to the
length and expense of this proceeding.” The district court explicitly found that husband
failed to disclose information about his income, expenditures, taxes, and debts. And based
upon its conclusion that husband unreasonably contributed to the length and expense of the
proceeding, the district court implicitly found credible wife’s testimony that husband was
“an obstruction” to trial, that he evaded service of papers, did not properly disclose
discovery, and that she only received documents from him after pursuing a subpoena. And,
because we defer to the district court’s credibility determinations unless clearly erroneous,
we reject husband’s argument. See Sefkow v. Sefkow, 427 N.W.2d 203, 210 (Minn. 1988);
see also Pechovnik v. Pechovnik, 765 N.W.2d 94, 99 (Minn. App. 2009) (noting that district
court’s findings “implicitly indicate[d]” that it found certain evidence credible). The
district court acted within its discretion to award wife conduct-based attorney fees.
In sum, we affirm in part, reverse in part, and remand. We reverse the district court’s
distribution to the parties of nonparty corporate-owned assets. We affirm the award to wife
of conduct-based attorney fees, and we affirm the district court’s allocation to wife of her
nonmarital rental income.
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On remand, the district court has discretion to reopen the record for additional
evidence as it deems necessary.6 This remand does not affect the dissolution of the parties’
marriage, or any other provision of the J&D herein affirmed or issues not raised on appeal.
Affirmed in part, reversed in part, and remanded.

6 Also on remand, the district court is not precluded from readdressing its distribution of
other corporate-owned assets not addressed by the parties in this appeal and which are
identified in footnote two.