Hodan Dualeh, 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This opinion is nonprecedential except as provided by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
A21-1615

Hodan Dualeh,
Respondent,

vs.

Mohamed Abdulle, et al.,
Appellants.

Filed August 22, 2022
Affirmed
Bjorkman, Judge

Ramsey County District Court
File No. 62-CV-18-8103

Daniel L. M. Kennedy, Kennedy & Cain PLLC, Minneapolis, Minnesota (for respondent)

Brian N. Niemczyk, Joseph M. Barnett, Hellmuth & Johnson, Edina, Minnesota (for
appellants)

Considered and decided by Bjorkman, Presiding Judge; Bratvold, Judge; and
Halbrooks, Judge.∗
NONPRECEDENTIAL OPINION
BJORKMAN, Judge
Appellants challenge the judgment granting respondent a buy-out of appellant
limited liability company member’s business interest following a court trial, arguing that

∗ Retired judge of the Minnesota Court of Appeals, serving by appointment pursuant to
Minn. Const. art. VI, § 10.
2
the district court (1) erred in determining on summary judgment that respondent held a
50% interest in appellant limited liability company, (2) abused its discretion in setting the
valuation date and method, and (3) abused its discretion by denying appellants’ motion to
dismiss respondent’s claims as a discovery sanction. We affirm.
FACTS
This appeal arises from a dispute between respondent Hodan Dualeh and appellant
Mohamed Abdulle over ownership and management of appellant Byro Consulting LLC
(Byro), which provides nonemergency medical transportation services. Byro’s main client
is UCare Minnesota and its primary asset is its UCare contract. David Byro organized
Byro, d/b/a Dave’s Provide A Ride, in 2004. In late 2017, Abdulle began negotiations to
purchase the company. Dualeh was then part-owner of Best Care, a company providing
the same services as Byro, and had other experience in the industry. It is undisputed that
Abdulle and Dualeh intended to operate Byro together, but the specifics of their roles and
whether Dualeh would participate as an individual or through Best Care were unsettled.
On March 6, 2018, Abdulle and Dualeh signed an agreement titled, “Operating
Agreement of Byro Consulting, LLC, DBA: Dave’s Provide a Ride a Member-Managed
Limited Liability Company” (operating agreement). The operating agreement identifies
“Mohamed A Abdulle” and “Hodan A Dualeh” as the two members of Byro and states that
each shall contribute $60,000 cash on or by March 1, 2018. On the day Abdulle and Dualeh
signed the operating agreement, an associate of Dualeh deposited $60,000 in David Byro’s
bank account. Abdulle deposited an additional $50,000. On March 16, Abdulle and David
Byro signed a purchase agreement for David Byro’s 100% interest in Byro at a price of
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$110,000. The purchase agreement identifies Abdulle as the purchaser. UCare and Byro
entered into a new contract effective that day, with Abdulle signing on behalf of Byro as
its manager.
Less than one year later, in December 2018, Dualeh commenced this action against
Abdulle and Byro (collectively appellants) seeking, in relevant part, control of Byro, a buy-
out of Abdulle’s interest or dissolution, and damages. The district court granted Dualeh’s
motions for temporary injunctive relief, enjoining Abdulle from exercising control over
and managing Byro, granting Dualeh sole authority to act for the company, and requiring
Dualeh to make certain business records available to Abdulle. 1 Abdulle counterclaimed,
seeking control of Byro, damages for unjust enrichment and conversion, or in the alterative
a buy-out of his own interest and damages for breach of fiduciary duty by Dualeh.
Following a hearing on discovery motions, the district court directed the parties to comply
with certain discovery requests, expressed concern about the resources already spent on a
relatively small matter, and declined to award attorney fees. It did not file a written order.
Appellants then moved for summary judgment on Dualeh’s claims and default
judgment on their counterclaims. The district court held a hearing addressing these
motions as well as the parties’ cross-motions to compel discovery and for sanctions. At
the end of the hearing, the district court ordered supplemental briefing on the “transfer of
membership or ownership in an LLC through an oral contract.”

1 Abdulle did not appeal the temporary injunctive relief.
4
Following supplemental briefing, the district court denied appellants’ dispositive
motions. But the court granted summary judgment in Dualeh’s favor on the question raised
in appellants’ summary-judgment motion, “whether Plaintiff Hodan Dualeh ( ‘Dualeh’) is
a current owner of any member interest of Byro,” determining that Dualeh held a 50%
interest.2 The district court reserved rulings on the discovery motions, and later denied
appellants’ request for leave to seek reconsideration on the grant of summary judgment.
A three-day court trial followed. After receiving the parties’ written arguments, the
district court granted Dualeh’s claim for control of Byro; ordered a buy-out of Abdulle’s
interest in Byro; set the valuation date as March 6, 2018; valued Abdulle’s interest on that
date as $50,000; and deducted amounts the district court found Abdulle had spent on
personal expenses not benefiting Byro. The district court also denied appellants’
counterclaims, finding no evidence to support them. Appellants moved for amended
findings or a new trial, which the district court denied. This appeal follows.
DECISION
I. The district court did not err in determining at the summary-judgment stage
that Dualeh held a 50% interest in Byro.

A. Appellants were not entitled to summary judgment in their favor.

Summary judgment is appropriate when the moving party demonstrates there are no
genuine issues of material fact and that it is entitled to judgment as a matter of law. Minn.
R. Civ. P. 56.01. We review summary-judgment decisions and questions of law de novo.

2 The district court also dismissed with prejudice Dualeh’s claims for dissolution and
securities fraud and limited her damages claim. These rulings are not at issue on appeal.
5
Riverview Muir Doran, LLC v. JADT Dev. Grp., LLC, 790 N.W.2d 167, 170 (Minn. 2010);
cf. Schmitz v. Rinke, Noonan, Smoley, Deter, Colombo, Wiant, Von Korff & Hobbs, Ltd. ,
783 N.W.2d 733, 744 (Minn. App. 2010) (holding denial of summary judgment based on
question of law is within scope of review on appeal following jury trial), rev. denied (Minn.
Sept. 21, 2010).
Appellants argue that the district court erred by denying their mo tion because, as a
matter of law, Dualeh was never a member of Byro. Resolution of this argument turns on
construction of the district court’s decision as well as appellants’ burden to prove error on
appeal. Contrary to appellants’ sugges tion, the district court did not conclude that the
execution of the operating agreement on March 6, 2018, immediately transferred
ownership of Byro to Abdulle and Dualeh. Rather, the district court concluded that the
operating agreement is a contract between Abdulle and Dualeh to purchase Byro together.
The district court determined that the operating agreement was enforceable, as
between Abdulle and Dualeh, after David Byro transferred his 100% interest to Abdulle
based on Abdulle and Dualeh’s joint payment of the $110,000 purchase price. The district
court also relied on evidence that Abdulle represented to the Internal Revenue Service and
UCare that he and Dualeh were co-owners of Byro, and that Dualeh and David Byro
represented to the Minnesota Department of Human Services that David Byro had
transferred his interest in Byro to Dualeh. The district court further cited Minn. Stat.
§ 322C.0401, subd. 4(1), (3) (2020), which provides for the addition of members to an
existing limited liability company “as provided in the operating agreement” or by consent
of all members.
6
Appellants’ contention that the district court committed legal error is largely
unsupported by legal authority. We understand appellants’ argument to be that neither
Minn. Stat. § 332C.0111, subd. 3 (2020) (which the district court did not rely on), nor
Minn. Stat. § 322C.0401, subd. 4 (2020) (which the district court relied on in part), supports
the district court’s decision. We are not persuaded.
It is settled law that appellants bear the burden of proving error on appeal. Waters
v. Fiebelkorn, 13 N.W.2d 461, 464-65 (Minn. 1944) (“[O]n appeal error is never presumed.
It must be made to appear affirmatively befor e there can be reversal. . . . [T]he burden of
showing error rests upon the one who relies upon it.”). Appellants’ brief does not address
the district court’s reliance on contract principles to determine that Dualeh held an interest
in Byro. Nor does it address the district court’s implicit determination that Abdulle
accepted the transfer of David Byro’s interest in furtherance of the operating agreement,
not in his individual capacity. In view of the district court’s unchallenged reliance on
contract principles, appellants have not shown legal error in the district court’s
determination that Dualeh became a member for purposes of Minn. Stat. § 332C.0401,
subd. 4, “as provided in the operating agreement” and by consent. Accordingly, appellants
have not shown that the district court erred in denying their motion for summary judgment.
B. Dualeh was entitled to judgment that she is an owner of Byro as a matter
of law.

A district court may grant summary judgment if the movant shows there are no
genuine issues of material fact and that the movant is entitled to judgment as a matter of
law. Minn. R. Civ. P. 56.01. But a district court may also grant summary judgment on its
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own initiative or in favor of a nonmovant so long as the court provides notice to the parties
and affords them a reasonable time to respond. Minn. R. Civ. P. 56.06. In that instance,
we will not reverse summary judgment unless the appellant shows prejudice from lack of
notice, procedural irregularity, or the lack of a meaningful opportunity to oppose summary
judgment. Fed. Land Bank of St. Paul v. Obermoller, 429 N.W.2d 251, 255 (Minn. App.
1988), rev. denied (Minn. Oct. 26, 1988).
Appellants argue that the district court improperly granted summary judgment
sua sponte in favor of Dualeh. We are unpersuaded for two reasons. First, as the district
court observed, appellants specifically asked the court to decide “whether Plaintiff Hodan
Dualeh (‘Dualeh’) is a current owner of any member interest of Byro.” Appellants’
summary-judgment memorandum went on to argue:
• “[T]he undisputed material facts on the record show that
Dualeh is not a member of Byro and her Complaint must be
dismissed as a matter of law.”

• “There is simply no genuine issue of material fact that
precludes a dismissal of Dualeh’s Complaint because she,
individually, has never received an interest in Byro.”

• “The undisputed facts on the record establish that Abdulle is
currently the 100% owner of Byro.”

Appellants do not explain why or how their submissions to the district court would
have been different if Dualeh had also moved for summary judgment. Dualeh included the
operating agreement and other documents supporting her theory of ownership in response
to appellants’ summary-judgment motion. In short, appellants asked the district court to
8
decide that Dualeh had no ownership in Byro, and the parties provided the court with the
record evidence needed to make this decision.
Second, the district court advised the parties that it was considering the ownership
issue and gave them a reasonable time to submit written argument addressing the issue.
Near the close of the summary-judgment hearing, the district court directed Dualeh’s
counsel to submit supplemental briefing on “transfer of membership or ownership in an
LLC through an oral contract” and allowed appellants’ counsel an opportunity to file a
response.3 The district court highlighted the importance of that legal question, observing,
“I think when I’m looking at issues of law that’s the first one that I have to decide.” On
this record, we are satisfied appellants had notice and an opportunity to present their
position on the issue of Dualeh’s ownership interest in Byro. They have not shown
prejudice from lack of notice, procedural irregularities, or the lack of a meaningful
opportunity to oppose summary judgment. See Obermoller, 429 N.W.2d at 255.
Appellants next assert that genuine issues of material fact preclude summary
judgment in favor of Dualeh. In determining whether genuine issues of material fact exist,
we view the evidence in the light most favorable to “the party against whom summary
judgment was granted.” Sampair v. Village of Birchwood, 784 N.W.2d 65, 68 (Minn.
2010). To defeat summary judgment based on a factual dispute, a party “must extract
specific, admissible facts from the voluminous record and particularize them.” Kletschka

3 The district court allowed Dualeh two weeks to file her supplemental brief and appellants
one week (four days more than counsel requested) to respond.
9
v. Abbott-Nw. Hosp., Inc., 417 N.W.2d 752, 754 (Minn. App. 1988), rev. denied (Minn.
Mar. 30, 1988).
Appellants argue that there were material fact issues as to whether (1) Dualeh or
Best Care was Abdulle’s “proper partner in Byro,” (2) the operating agreement was
revoked, and (3) Abdulle sent a March 21, 2018 email to UCare identifying Dualeh as an
owner. Notably absent from appellants’ brief is any citation to competent evidence
creating a genuine fact dispute on these three points. With respect to the first, the district
court concluded that Abdulle and Dualeh originally intended to have Best Care partner
with Abdulle to purchase Byro, but that their original intent was irrelevant to the summary-
judgment analysis. Appellants assert in their appellate brief that there was a “clear and
agreed-upon existence of a question of fact” as to Dualeh’s ownership. But they point to
no supporting record evidence, instead citing arguments of counsel at the summary-
judgment hearing, which are not evidence. State v. McCoy, 682 N.W.2d 153, 158 (Minn.
2004) (“[T]he questions and arguments of attorneys are not evidence.” (quotation
omitted)). Similarly, appellants reference a “sharp factual dispute over whether the
operating agreement had been revoked,” but cite only documents identifying Abdulle and
Dualeh as the members of Byro.
The contention that there is a material fact issue as to whether Abdulle sent a March
21, 2018 email to UCare identifying Dualeh as an owner of Byro likewise fails. As noted
above, the district court cited this email in its summary-judgment order. But the district
court also relied on evidence of Abdulle and David Byro’s respective representations to the
Internal Revenue Service and the Minnesota Department of Human Services regarding
10
ownership of Byro, and appellants do not challenge that reliance. Accordingly, appellants
have not shown that there is a genuine issue of material fact, or that the outcome would be
different, if the UCare email were disregarded. By failing to identify record evidence
showing a genuine issue of material fact, appellants have failed to show error on appeal.
See Waters, 13 N.W.2d at 464-65. The district court did not err in granting summary
judgment to Dualeh regarding her ownership interest in Byro.
II. The district court did not abuse its discretion in setting the valuation date or
method.

After a court trial on the remaining issues, the district court granted Dualeh a buy-
out of Abdulle’s interest under Minn. Stat. § 322C.0701, subds. 1(5)(ii), 2 (2020), which
allow “the sale for fair value of all membership interests a member owns in a limited
liability company” on the ground of “oppressive” conduct. The district court set March 6,
2018—the date the parties signed the operating agreement—as the valuation date and
determined Abdulle’s interest on that date was $50,000. Appellants do not challenge the
grant of the buy-out itself. Rather, they argue that the district court erred “in refusing to
follow the valuation provision of the Operating Agreement in setting the date and method
of valuation” and “selecting an arbitrary valuation date intended to minimize the value of”
Abdulle’s interest based on clearly erroneous factual findings regarding Dualeh’s
stewardship of the company.
Under the related corporate buy -out statute as well as the prior version of the act
governing limited liability companies, the determination of valuation date is expressly a
matter of equity entrusted to the district court’s discretion in the absence of an applicable,
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reasonable provision in the business entity’s governing documents. Minn. Stat.
§ 302A.751, subd. 2 (2020) (corporate buy-out statute); Minn. Stat. § 322B.833, subd. 2
(2014) (prior version of limited liability company buy-out statute). In 2014, the Minnesota
Revised Uniform Limited Liability Company Act (MRULLC Act), Minn. Stat.
§§ 322C.0101-.1205 (2020), replaced Minn. Stat. §§ 322B.01-.975 (2014). 2014 Minn.
Laws ch. 157, art. 1, at 122-85.
The MRULLC Act contains no explicit provision regarding the valuation date for a
court-ordered buy-out. See Minn. Stat. § 322C.0701, subd. 2. We nevertheless conclude
that the determination of valuation date remains a matter of equity and discretion, in the
absence of an applicable, reasonable provision in a limited liability company’s governing
documents. Minn. Stat. § 322C.0110, subd. 1 (stating subject to certain exceptions,
including court’s power to decree dissolution based on oppressive conduct, operating
agreement governs relations among members); see also Lund v. Lund, 924 N.W.2d 274,
282-83 (Minn. App. 2019) (interpreting Minn. Stat. § 302A.751, subd. 2 (2014), and
determining valuation date is a matter of equity entrusted to the district court’s discretion),
rev. denied (Minn. Mar. 27, 2019); Stone v. Jetmar Props. , LLC, 733 N.W.2d 480, 486
(Minn. App. 2007) (relying on corporate statutory provisions to the extent “a chapter 322B
provision resembles a chapter 302A provision in substance”).
Against this backdrop, we address appellants’ argument that the district court erred
as a matter of law by failing to set the valuation date and method as provided in the
operating agreement. Contract interpretation presents questions of law that we review
de novo. Glacier Park Iron Ore Props. , LLC v. U.S. Steel Corp., 961 N.W.2d 766, 769
12
(Minn. 2021). Appellants argue that the valuation method is governed by the operating
agreement and the proper valuation date is August 9, 2021— the date the district court
ordered the buy-out. They base this argument on the following operating-agreement
provision:
A member may withdraw from this LLC by giving written
notice to all other members at least 30 days before the date the
withdrawal is to be effective. In the event of such withdrawal,
the LLC shall pay the departing member the fair value of his or
her LLC interest, less any amounts owed by the member to the
LLC. The departing and remaining members shall agree at the
time of departure on the fair value of the departing member’s
interest and the schedule of payments to be made by the LLC
to the departing member, who shall receive payment for his or
her interest within a reasonable time after departure from the
LLC. If the departing and remaining members cannot agree on
the value of departing member’s interest, they shall select an
appraiser, who shall determine the current value of the
departing member’s interest. This appraised amount shall be
fair value of the departing member’s interest, and shall form
the basis of the amount to be paid to the departing member.

(Emphasis added.) The district court rejected appellants’ argument, concluding that “this
provision is applicable to voluntary withdrawal and not equitable buy-out.” We agree.
4
By its plain language, this provision governs a voluntary withdrawal following 30 days’
notice, not a court-ordered buy-out following years of litigation and injunctive relief
affecting operations. Accordingly, the operating agreement does not determine the
valuation date or method here.

4 Appellants cite a single nonprecedential case in support of their argument that the district
court erred in this regard. Nonprecedential opinions are not binding authority. Minn. R.
Civ. App. P. 136.01, subd. 1(c); Vlahos v. R&I Constr. of Bloomington, Inc., 676 N.W.2d
672, 676 n.3 (Minn. 2004). Moreover, the case cited by appellants is unpersuasive in this
context.
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We next address appellants’ argument that the district court abused its discretion by
“selecting an arbitrary valuation date intended to minimize the value of” Abdulle’s interest
based on clearly erroneous factual findings regarding Dualeh’s management of the
company. On appeal following a court trial, we “give the district court’s factual findings
great deference and do not set them aside unless clearly erroneous.” Porch v. Gen. Motors
Acceptance Corp., 642 N.W.2d 473, 477 (Minn. App. 2002), rev. denied (Minn. June 26,
2002). Findings are clearly erroneous “when they are manifestly contrary to the weight of
the evidence or not reasonably supported by the evidence as a whole.” In re Civ.
Commitment of Kenney, 963 N.W.2d 214, 221 (Minn. 2021) (quotation omitted). “When
the record reasonably supports the findings at issue on appeal, it is immaterial that the
record might also provide a reasonable basis for inferences and findings to the contrary.”
Id. at 223 (quotation omitted).
The thrust of appellants’ argument is that the district court clearly erred in finding
that Dualeh managed Byro well while this litigation was pending and that her stewardship
may have increased its value. They do not challenge any of the “findings of fact” labeled
as such in the district court’s order; they challenge purported factual findings contained in
the “conclusions of law.” Although “the mislabeling of a finding of fact as a conclusion
of law, or vice versa, is not determinative of the true nature of the item,” Dailey v. Chermak,
709 N.W.2d 626, 631 (Minn. App. 2006), rev. denied (Minn. May 16, 2006), we observe
that most of the challenged “findings” are not factual in nature or are premised on
credibility determinations. For example, appellants challenge as erroneous fact-finding the
district court’s determination that Abdulle “should not benefit from the work Dualeh has
14
done to improve the company.” 5 We discern this, and the other challenged “findings” to
be in the nature of conclusions drawn from the district court’s credibility determinations
and assessments of the evidence.
The clear -error standard does not allow this court to reweigh the evidence by
reevaluating credibility determinations. Kenney, 963 N.W.2d at 223. In view of the
standard reiterated in Kenney, the only challenged “finding” susceptible to review is the
district court’s finding that “Dualeh provided Abdulle with real-time access to Byro’s . . .
scheduling and billing system.” In its earlier orders granting injunctive relief, the district
court required Dualeh to give Abdulle access to these systems “for viewing and perhaps
downloading” but “not to make changes.” At trial, Abdulle agreed on cross-examination
that he had password -enabled access to Byro’s scheduling and billing system (albeit not
full access) and a direct contact at the vendor to report any access problems. Because
Abdulle’s testimony supports the district court’s finding that Abdulle had access to the
system, it is not clearly erroneous. And because appellants do not otherwise challenge the
district court’s equitable decision to set March 6, 2018, as the valuation date, they have not
shown abuse of discretion by the district court.

5 The district court’s statement reads in full: “That is, after squandering Byro assets and
attempting to deceptively remove Dualeh’s membership interest and being removed by this
Court from having any authority or oversight of Byro, he should not benefit from the work
Dualeh has done to improve the company.”
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III. The district court did not abuse its discretion by declining to dismiss Dualeh’s
claims as a discovery sanction.

Rule 37.02 of the Minnesota Rules of Civil Procedure permits a district court to
impose sanctions— including dismissal of an action—against a party that fails to comply
with a discovery order. Minn. R. Civ. P. 37.02(b)(3). Appellants correctly identify the
factors relevant to determining whether to dismiss an action under Minn. R. Civ. P. 37.02:
Appellate courts have examined the following factors in
determining whether a district court has abused its discretion
in imposing discovery sanctions: (1) if the court set a date
certain by which compliance was required, (2) if the court gave
a warning of potential sanctions for non-compliance, (3) if the
failure to cooperate with discovery was an isolated event or
part of a pattern, (4) if the failure to comply was willful or
without justification, and (5) if the moving party has
demonstrated prejudice.

Frontier Ins. Co. v. Frontline Processing Corp., 788 N.W.2d 917, 923 (Minn. App. 2010),
rev. denied (Minn. Dec. 14, 2010).
Appellants concede that two of the five factors are absent: “the district court did not
set a date certain by which [Dualeh] was required to produce documents pursuant to the
court’s verbal July 31, 2019 order” and “did not provide warning of potential sanctions for
non-compliance prior to [appellants’] motion” for sanctions. Under these circumstances,
we cannot conclude that the district court would have been within its discretion in granting
appellants’ motion for sanctions, much less that it abused its discretion in declining to do
so.
In sum, the district court did not err by determining on summary judgment that
Dualeh owned 50% of Byro. And the court did not abuse its discretion in setting the
16
valuation date and method and denying appellants’ motion to dismiss this action as a
discovery sanction.
Affirmed.