Dr. Wayne R. Freese, et al., Respondents,

This opinion is nonprecedential except as provided by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
A23-0390

Dr. Wayne R. Freese, et al.,
Respondents,

vs.

Dr. Reed Leiting, et al., jointly and severally,
Appellants.

Filed November 13, 2023
Affirmed in part, reversed in part, and remanded
Connolly, Judge

Nobles County District Court
File No. 53-CV-22-1238

Kevin K. Stroup, Barry R. Gronke, Jr., Stoneberg, Giles & Stroup, P.A., Marshall,
Minnesota (for respondents)

Bradley A. Kletscher, Tyler W. Eubank, Barna, Guzy & Steffen, Ltd., Minneapolis,
Minnesota (for appellants)

Considered and decided by Connolly, Presiding Judge; Bjorkman, Judge; and
Cleary, Judge.
NONPRECEDENTIAL OPINION
CONNOLLY, Judge
On appeal from a judgment confirming an arbitration award and granting preaward
interest, appellants argue that the district court erred in (1) entering a monetary judgment

 Retired judge of the Minnesota Court of Appeals, serving by appointment pursuant to
Minn. Const. art. VI, § 10.
2
against them for the amount of the arbitration award; and (2) granting pre award interest.
We affirm in part, reverse in part, and remand.
FACTS
Appellants Dr. Reed Leiting, Dr. Steven Dudley, and Dr. Brian Dorcey, and
respondents Dr. Wayne R. Freese (Dr. Freese) and Marc A. Freese (Marc Freese), were
business partners in several business ventures, including the following four entities:
Veterinary Medical Center P .A.; Prairie Livestock Supply, Inc.; VMC Laboratories, Inc .;
and Lime Creek Ag. Services, Inc.1 Respondents’ interests in the corporate entities varied.
The parties also shared ownership in several other entities, including Ani-Logics Outdoor,
Inc. (ALO) and Prairie Holdings Group (PHG).
In May 2019, appellants discovered that PHG had been giving special treatment to
ALO, which was principally owned and operated by respondents. Consequently, the tru st
between the parties fractured, and the parties agreed to separate their interests. The parties
attempted to settle their business interests through mediations. During this process, a
potential buyer for the corporate entities was found.
In August 20 20, the parties entered into a mediation agreement, which provided
that, if the sale of the corporate entities closed as anticipated, respondents would be paid
$2,422,600 out of the sale proceeds from the buyer. Pursuant to the mediation agreement,
respondents were required to transfer their ownership interests in the corporate entities to
appellants so that the sale could be completed. The agreement also provided an alternative

1 The four business entities will hereinafter be referred to as the “corporate entities.”
3
“[i]n the event the transaction with [the buyer] does not close.” The agreement stated that,
in such a situation, appellants “will pay a New Purchase Price for all interests in the
[corporate entities] to [respondents] within 120 days of the date on which the . . . transaction
is terminated unequivocally. The New Purchase Price w ill be the fair market value of
[respondents’] interests in the [corporate entities] as determined by three arbitrators.”
Respondents transferred their interests in the corporate entities as required by the
mediation agreement, but the sale of the corporate entities did not close as anticipated. As
a result, the alternative provisions of the mediation agreement were triggered, and on May
28, 2021, respondents demanded arbitration consistent with the mediation agreement. In
the meantime, the initial potential buyer purchased the corporate entities at a reduced price.
In July 2021, the parties executed a “Settlement Term Sheet,” in which they agreed
that the purchase price determined by the arbitration panel would be offset by $750,000
due to issues related to ALO. The parties also executed an arbitration agreement, which
provided:
The parties mutually consent to the resolution by final and
binding arbitration of the New Purchase Price in United States
dollars for [respondents’] interest in the [ corporate entities]
based on the fair market value of [respondents’] interest in the
[corporate entities]. The arbitrators shall have no other
authority to make any further determination, except as
reasonable and appropriate to have orderly procedures and
determine the New Purchase Price.

Respondents served a detailed claim for arbitration in January 2022, which
calculated the fair market value of the corporate entities to be $4,764,971, including
interest. Respondents later hired experts to reevaluate a nd establish the fair market value
4
of the corporate entities . B y September 2022, respondents’ valuation of the corporate
entities had dropped to $2,900,265. Conversely, appellants’ settlement counteroffer valued
the corporate entities at $2,055,277.
In November 2022, the arbitration panel issued its award finding the fair market
value of Dr. Freese’s and Mark Freese’s interests in the corporate entities to be $1,438,869
and $918,458, respectively. Consequently, the arbitration panel determined that the “New
Purchase Price for [respondents’] interest in the corporate entities” is $2,357,327. The
arbitration panel also found that the “New Purchase Price does not include a $750,000
reduction pursuant to the parties’ July 7, 2021 Settlement Term Sheet. T hat $750,000
reduction is to be implemented by the parties.” Finally, the arbitration panel found that
respondents’ prejudgment-interest claim “remains open and is not determined at this time.
The arbitrators conclude that, under the parties’ arbitration agreement, the arbitrators had
no authority to consider the issue of prejudgment interest.”
In December 2022, respondents moved to confirm the arbitration panel’s decision .
Respondents also sought preaward interest on the amount of the New Purchase Price, from
the date of the demand for arbitration through the date of the arbitration award. A few days
after respondents filed their motion, appellants paid the amount of the New Purchase Price
to respondents. The parties agreed that “acceptance of th[e] payments by [respondents]
does not constitute a release, waiver or settlement of their claims for pre-award interest (the
Motion pending with the Court) and that such pre -award interest claim remains open for
decision by the Court.”
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The district court confirmed the arbitration award in the amount of $2,357,327 and
“awarded pre-award interest in the amount of $333,255.59 jointly and severally against
[appellants].” The district court also entered judgment against appellants for the amount
of the New Purchase Price plus preaward interest. This appeal follows.
DECISION
I.
Appellants argue that the district court erred by entering a monetary judgment
against them for the amount of the New Purchase Price of the corp orate entities because
the arbitration award was a declaration of the purchase price and not a monetary award ,
and the judgment for the amount of the New Purchase Price was rendered moot by
appellants’ payment of the arbitration award to respondents. Appellants also contend that,
in the alternative, the district court erred by entering a monetary judgment for the total
amount of the New Purchase Price because the parties had agreed to certain offsets.
A. Declaration of the purchase price or a monetary award
Minnesota law provides:
After a party to the arbitration proceeding receives
notice of an award, the party may file a motion with the court
for an order confirming the award, at which time the court shall
issue such an order unless the award is modif ied or corrected
pursuant to section 572B.20 or 572B.24 or is vacated pursuant
to section 572B.23.

Minn. Stat. § 572B.22 (2022).
Appellants assert that, under the parties’ mediation agreement, the arbitration panel
was to determine the “New Purchase Pr ice [that] will be the fair market value” of the
6
corporate entities. Appellants contend that, pursuant to this agreement, the arbitration
panel then “declared” the amount of the New Purchase Price; it “did not find that
[r]espondents were entitled to a mo netary judgment in this amount,” it “did not find that
[r]espondents had been damaged in this amount,” and it “did not order that [a]ppellants pay
this amount to [r]espondents.” (Emphasis omitted.) But appellants claim that by “entering
a monetary judgme nt against [a]ppellants, the [d]istrict [c]ourt found that [r]espondents
were entitled [to] $2,357,327, which was neither what the evidence showed nor what the
Panel found.” Thus, appellants argue that the district court “impermissibly modified the
declaration” of the arbitration panel, which requires reversal of the judgment entered
against appellants.
We are not persuaded. Minnesota Statutes section 572B.25(a) (2022) provides that
“[u]pon granting an order confirming, vacating without directing a reh earing, modifying,
or correcting an award, the court shall enter a judgment in conformity therewith.”
(Emphasis added.) Thus, the plain language of section 572B.25(a) required the district
court to enter judgment against appellants upon granting the order confirming the
arbitration award. See Minn. Stat. § 645 .44, subd. 16 (2022) (stating that “‘[s]hall’ is
mandatory”).
Moreover, the arbitration agreement provided that “[t]he Arbitrator’s award is final,
binding and enforceable in a court of competent jurisdiction, and judgment may be entered
upon the award in accordance with the applicable law.” (Emphasis added.) This language
indicates that the parties specifically contemplated that judgment may be entered upon the
award in accordance with Minnesota law. And the arbitration panel found that respondents
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were “entitled” to the fair market value of their respective interests in the corporate entities.
Although the arbitration panel did not find that respondents were entitled to a judgment,
there is no indication that the district court impermissibly modified the arbitration award
when it entered a judgment against appellants. Rather, the district court merely granted
respondents’ request to confirm the arbitration panel’s decision that respondents were
“entitled” to the fair market value of the corporate ent itles. Entering a judgment against
appellants for this amount is consistent with the arbitration panel’s decision that
respondents were “entitled” to the fair market value of the corporate entities.
Appellants argue that two cases, Gaughan v. Gaughan , 450 N.W.2d 338 (Minn.
App. 1990), rev. denied (Minn. Mar. 16, 1990), and Ehlen v. Rice, No. C2-99-482 (Minn.
App. July 27, 1999), are “instructive,” and support their position that the district court
erroneously entered judgment on the arbitration award. But Ehlen is of limited value
because it is a nonprecedential opinion. See Skyline Vill. Park Ass’n v. Skyline Vill. L.P. ,
786 N.W.2d 304, 309 -10 (Minn. App. 2010) (recognizing that nonprecedential opin ions
from this court “are of persuasive value at best and not precedential” (quotation omitted)).
Moreover, Ehlen and Gaughan are distinguishable because those cases concern interest on
awards. In contrast, the issue presented here is whether the distric t court erroneously
entered a judgment on the arbitration award. As addressed above, the parties’ arbitration
agreement specifically contemplated the entry of judgment upon the arbitration award “in
accordance with applicable law.” The arbitration panel determined that respondents were
“entitled” to the amount awarded and t he district court’s entry of judgment on the
arbitration award is consistent with section 572B.25(a). And appellants cite no law stating
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that judgment cannot be entered on an arbitrati on award that is merely a “declaration” of
the award. As such, appellants cannot show that the district court’s entry of judgment on
the arbitration award was inconsistent with the plain language of section 572B.25(a).
B. Appellants’ payment of the arbitration award
Appellants also contend that the district court erroneously entered judgment on the
arbitration award because the “issue of the New Purchase Price has been rendered moot as
a result of Appellants paying the New Purchase Price.” But as s tated above, Minn. Stat.
§ 572B.25(a) provides that “[u]pon granting an order confirming, vacating without
directing a rehearing, modifying, or correcting an award, the court shall enter a judgment
in conformity therewith.” The district court’s entry of judgment is consistent with this
statute. Although appellants paid the amount of the arbitration award, the amount of
prejudgment interest was still outstanding. Because the prejudgment interest was still
outstanding, entry of judgment was appropriate. Accordingly, appellants cannot show that
the district court erred by entering judgment against appellants for the full amount of the
arbitration award.
C. Agreed-upon offsets
In the alternative, appellants argue that, because the parties had agreed to c ertain
offsets, “including $750,000 related to [ALO],” the district court erred by entering a
monetary judgment for the total amount of the New Purchase Price. We disagree. The
district court was asked to confirm the arbitration award, determine if respo ndents were
entitled to preaward interest, and calculate the amount of preaward interest if respondents
were so entitled to such interest. The district court was never asked to determine the
9
amount respondents were owed after the offsets. In fact, the ar bitration panel specifically
noted in its findings and award that the “$750,000 reduction is to be implemented
separately by the parties.” The district court rendered a decision consistent with
respondents’ motion to confirm the arbitration award and then entered a judgment in
accordance with Minn. Stat. § 572B.25(a). Although appellants cite Elm Creek Courthome
Ass., Inc. v. State Farm Fire and Cas. Co. , 971 N.W.2d 731, 735 (Minn. App. 2022), rev.
denied (Minn. May 17, 2022), and Casey v. State Farm Mut. Auto Ins. Co., 464 N.W.2d
736, 738 (Minn. App. 1991), rev. denied (Minn. Apr. 5, 1991), for the proposition that
“[w]hen entering a monetary judgment, a court should exclude amounts which the parties
were not deprived,” those cases do not stand for the pr oposition for which they are cited
because the entry of judgment was not challenged in those cases. And appellants cite no
other authority supporting their position. Accordingly, we conclude that the district court
did not err by entering a monetary judgment for the total amount of the New Purchase Price
as determined by the arbitration panel.
II.
Appellants challenge the district court’s award of pre award interest on the
arbitration award, arguing that pre award interest was inappropriate because the d istrict
court had no authority to award such interest; respondents did not suffer any damages; and
respondents were not the prevailing party. Finally, appellants argue, in the alternative, that
the district court erred in calculating the amount of preaward interest.
Minnesota Statutes section 549.09, subdivision 1 (2022) , governs prejudgment
interest. Under this section, the party requesting prejudgment interest bears the burden of
10
proving it is entitled to that interest. Elm Creek, 971 N.W.2d at 741 n.7. We review de
novo the interpretation of the prejudgment -interest statute and a district court’s decision
regarding prejudgment interest. Blehr v. Anderson , 955 N.W.2d 613, 618 (Minn. App.
2021).
A. District court’s authority to award preaward interest
Appellants contend that the district court “had no authority to award prejudgment
interest.” To support their position, they cite Minnesota’s Revised Uniform Arbitration
Act, which provides that a district court only has the autho rity to confirm an arbitration
award under Minn. Stat. § 572B.22, vacate the award under Minn. Stat. § 572B.23 (2022),
or modify the award under Minn. Stat. § 572B.24 (2022). Appellants argue that, because
respondents requested preaward interest from the arbitration panel and it was not granted,
the proper procedure would have been to seek a modification of the award under section
572B.24, which respondents failed to pursue. Thus, appellants argue that the district court
was “precluded from allowing preju dgment interest and entering judgment on the
prejudgment interest against appellants.”
Appellants’ reliance on sections 572B.20 -.24 is misplaced; rather , the applicable
statute is Minn. Stat. § 549.09 because it governs prejudgment interest. This statu te
provides: “The prevailing party shall receive interest on any judgment or award from the
time of . . . a demand for arbitration . . . until the time of . . . award.” Minn. Stat. § 549.09,
subd. 1(b) (emphasis added). The word “shall” indicates that the action is mandatory, not
discretionary. See Minn. Stat. § 645.44, subd. 16 (“‘Shall’ is mandatory.”); see als o
Poehler v. Cincinnati Ins. Co. , 899 N.W.2d 135, 141 (Minn. 2017) (stating that “section
11
549.09 provides preaward interest on all awards of compensatory damages that are not
excluded by the statute”). And preaward interest “is limited only by contract or by the
exceptions listed in sec tion 549.09, subd. 1(b) and is compensatory in nature, not
punitive.”2 Fette v. Peterson, 406 N.W.2d 594, 596 (Minn. App. 1987), rev. denied (Minn.
June 30, 1987).
Here, there are no contract provisions limiting preaward interest, nor does this case
satisfy an exception listed in the statute. Preaward interest was, therefore, mandatory. See
Minn. Stat. § 549.09, subd. 1(b). Moreover, we have explained that prejudgment interest
is a collateral matter “not intertwined with the merits of a case.” Fette, 406 N.W.2d at 597.
Because prejudgment interest is collateral in nature, respondents were not required to move
to modify the arbitration award. Instead, Fette indicates that respondents were free to
request pre award interest in their motion to confirm the arbitration award. See id.
(explaining that prejudgment interest is “not intertwined with the merits of a case”).
Appellants ignore Fette, and instead cite National Indemnity Co. v. Farm Bureau
Mutual Insurance Co., 348 N.W.2d 748 (Minn. 1984), in support of their position that the
district court did not have authority to award pre award interest absent a motion to modify
the arbitration award. Indeed, the supreme court in National Indemnity stated that

2 The statutory exceptions prohibiting an award of preaward interest include the following:
(1) “judgments, awards, or benefits in workers’ compensation cases, but not including
third-party actions”; (2) judgments or awards for future damages”; ( 3) punitive damages,
fines, or other damages that are noncompensatory in nature”; (4) judgments or awards not
in excess of the amount specified in section 491A.01”; and (5) “that portion of any verdict,
award, or report which is founded upon interest, or costs, disbursements, attorney fees, or
other similar items added by the court or arbitrator.” Minn. Stat. § 549.09, subd. 1(b).
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Minnesota’s arbitration statutes do “not permi t the court to award prejudgment interest
where the application for arbitration included interest as an item of damage and none was
awarded by the arbitrators. The proper procedure would have been to seek a modification
of the award” under the applicable statute. 348 N.W.2d at 752.
The language cited by appellants from National Indemnity is not applicable here.
Although respondents requested pre award interest in their demand for arbitration, the
parties’ arbitration agreement specifically limited the arbitration panel’s “authority to make
any further determination[s], except as reasonable and appropriate to have orderly
procedures and determine the New Purchase Price.” Thus, the arbitration panel concluded
that it had “no authority to consider the issue o f prejudgment interest.” This is different
from National Indemnity because, in that case, there was no indication that the arbitration
panel did not have authority to award prejudgment interest. Rather, the panel simply
declined to award it.
Moreover, since National Indemnity was decided, section 549.09, subdivision 1(b)
was enacted, which provides that pre award interest is mandatory. Minn. Stat . § 549.09 ,
subd. 1(b). In light of the statutory changes, National Indemnity no longer control s the
issue of pre award interest because section 549.09, subd ivision 1(b) requires inclusion of
preaward interest on arbitration awards. Therefore, we conclude that the district court had
the authority under section 549.09, subdivision 1(b), to award preaward interest.
B. Damages
Next, appellants argue that pre award interest was erroneously awarded because
respondents did not suffer any damages for which inter est could be awarded. Indeed, the
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supreme court has stated that Minn. Stat. § 549.09, subd. 1(b) , “unambiguously provides
for preaward interest on all awards of pecuniary damages that are not specifically excluded
by the statute.” Poehler, 899 N.W.2d at 141 (emphasis added). And the supreme court
has “described prejudgment interest generally as an element of damages awarded to
provide full compensation by converting time-of-demand . . . damages into time-of-verdict
damages.” Else v. Auto-Owners Ins. Co., 980 N.W.2d 319, 325 (Minn. 2022) (quotation
omitted). But this court has recognized that interest is inappropriate when there is no
underlying judgment or award entered that could serve as a basis for a prejudgment-interest
award. Warrick v. Graffiti, Inc., 550 N.W.2d 303, 309-10 (Minn. App. 1996), rev. denied
(Minn. Sept. 20, 1996).
In Thomas v. Thomas , this court concluded that interest is not appropriate when a
party is not entitled to receive money until one of several contingencie s occurs. 383
N.W.2d 727, 729 (Minn. App. 1986). Relying on Thomas, appellants argue that, in this
case, there was “no money or award to support a claim for prejudgment interest” because
the arbitration panel “only declared the New Purchase Price.” In o ther words, appellants
contend that respondents “did not suffer any damages because there was an unmet
contingency precluding respondents from being paid by appellants” —that unmet
contingency being a declaration of the New Purchase Price.
Thomas is factually distinguishable from this case. In Thomas, this court concluded
that, although husband had a lien against the marital homestead, he was not entitled to
prejudgment interest because husband was not entitled to any money from the lien until
several unspecified contingencies were fulfilled. 383 N.W.2d at 729. Conversely, there is
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nothing in the record here indicating that respondents were not entitled to payment for their
interest in the corporate entities. Rather, the record reflects that respondents previously
transferred their interest in the corporate entities to appellants. Although appellants claim
that their payment to respondents for the corporate entities was contingent upon knowing
the amount they owed respondents, the fact that the amount o wed was disputed does not
change the fact that respondents were entitled to compensation for their transferred interest
in the corporate entitles. And because respondents were entitled to compensation for their
transferred interest in the corporate entiti es, this compensation constitutes pecuniary
damages within the purview of section 549.09, subdivision 1(b).
Moreover, appellants’ argument simply echoes their argument made above —that a
judgment was inappropriate because the arbitration award was a declaration of the purchase
price and not a monetary award. But as we addressed above, t he arbitration panel
determined that respondents were “entitled” to the amount awarded, and the district court’s
entry of judgment on the arbitration award is consistent with section 572B.25(a). And the
arbitration panel ’s finding that respondents were “entitled” to the amount of the New
Purchase Price indicates an award of pecuniary damages. See Black’s Law Dictionary 488
(11th ed. 2019) (defining “damages” as “[m ]oney claimed by, or ordered to be paid to, a
person as compensation for loss or injury”).
Further, the “ordinary meaning of ‘damages’ is not limited to compensation for
wrongdoing only; rather it extends to compensation for any injury suffered, whether
wrongful or not.” Poehler, 899 N.W.2d at 141. Here, it was undisputed that appellants
owed respondents something —it was simply a matter of how much was owed. Under
15
similar circumstances, the supreme court determined that the amount owed constituted
damages and, therefore, the insured was not precluded from recovering preaward interest.
See id. at 145. Accordingly, we conclude that respondents’ claim for pre award interest
falls within the purview of section 549.09.
C. Prevailing party
Appellants fu rther argue that an award of pre award interest was inappropriate
because respondents were not the prevailing party. The district court has “discretion to
determine which party, if any, qualifies as a prevailing party.” Benigni v. County of St.
Louis, 585 N.W.2d 51, 54-55 (Minn. 1998). We will reverse the district court’s prevailing-
party determination only if the district court “abused its discretion, exercised its discretion
in an arbitrary or capricious manner, or based its ruling on an erroneous vi ew of the law.”
Posey v. Fossen, 707 N.W.2d 712, 714 (Minn. App. 2006) (quotation omitted). The party
challenging the district court’s decision has the burden to show that “no reasonable person
would agree” with the decision. Id. (quotation omitted).
The prejudgment-interest statute provides that “[e]xcept as otherwise provided by
contract or allowed by law,” the “prevailing party ” is entitled to pre judgment interest.
Minn. Stat. § 549.09, subd. 1(b). When identifying the prevailing party, “the general result
should be considered, and inquiry made as to who has, in the view of the law, succeeded
in the action.” Borchert v. Maloney , 581 N.W.2d 838, 840 (Minn. 1998) (quotation
omitted). “The prevailing party in any action is one in whose favor the decision or verdict
is rendered and judgment entered.” Id. Minnesota’s approach in making this determination
is a “ pragmatic” one that “ depends on a careful weighing of the relative success of the
16
parties to a lawsuit , a process that invests a certain amount of discretion in the district
court.” Posey, 707 N.W.2d at 715 (emphasis added).
In cases where only one party receives a favorable verdict or judgment, the
prevailing party is typically the party that received the favorable verdict or judgment.
Borchert, 581 N.W.2d at 840. But in cases where each party succeeds in some respect, the
district court must carefully weigh the relative successes of the parties. Posey, 707 N.W.2d
at 714 -15. In doing so, the district court has discretion to find that one party is the
prevailing party, both parties are the prevailing party, or that neither party prevailed. See
e.g., Benigni, 585 N.W.2d at 54 -55 (no prevailing party) ; Staffing Specifix, Inc. v.
TempWorks Mgmt. Servs., Inc. , 896 N.W.2d 115, 128 (Minn. App. 2017) , aff’d, 913
N.W.2d 687 (Minn. 2018) (finding multiple prevailing parties); Haugland v. Canton , 84
N.W.2d 274, 280 (Minn. 1957) (finding one prevailing party).
Appellants argue that they “we re the prevailing party because both parties agreed
[that r]espondents were entitled to a New Purchase Price based on the value of
[r]espondents’ interest, and . . . [r]espondents only received a New Purchase Price that was
less than half of what they argued it should be.” We disagree. By awarding pre award
interest to respondents, the district court necessarily concluded that respondents were the
prevailing party. Appellants cannot show that “no reasonable person would agree” with
this decision. See Posey, 707 N.W.2d at 714 (quotation omitted). The record reflects that
the parties disagreed about the value of the corporate entities; the parties decided to let an
arbitration panel decide the issue; and the arbitration panel determined that the New
Purchase Price of the corporate entities was somewhere between the valuations of the
17
parties’ experts. Although the parties, and appellants in particular, go to great lengths
discussing the various financial circu mstances that purportedly support their position that
they are the prevailing party, the record indicates that the arbitration award was about
$200,000 more than appellants’ last settlement offer. This amount is substantial. While it
may be true that respondents originally demanded several hundred thousand dollars more
than they were ultimately awarded, our review of the district court’s determination of the
prevailing party is limited to an abuse of discretion. Applying this standard, we discern no
abuse of discretion in the district court’s prevailing-party determination.
D. Calculation of prejudgment interest
Finally, appellants argue, in the alternative, that the district court erred in including
the agreed-upon offsets in its calculation of pre award interest. We agree. Prejudgment
interest award serves “(1) to compensate prevailing parties for the true cost of money
damages incurred, and (2) to promote settlements when liability and damage amounts are
fairly certain and deter attempts to benefit u nfairly from delays inherent in litigation.”
Blehr, 955 N.W.2d at 618 (quotation omitted). “Such an award compensates the prevailing
party for the loss of use of money.” Casey, 464 N.W.2d at 739.
In Elm Creek, an insured argued that offsetting the total amount of preaward interest
by prior payments the insurer made was erroneous. 971 N.W.2d at 743. This court rejected
this argument, concluding:
[Insured] was deprived of the full value of the . . .
appraisal award until it was paid, but it was not deprived of all
money damages until that time. [Insurer] paid [insured]
$75,530.08 on October 18, 2017. [Insured] was entitled to
accept this payment without sacrificing its rights to
18
replacement cost benefits under the policy. Accordingl y,
[insured] was not deprived of the use of this $75,530.08 during
the time preaward interest was accruing, and [insurer] is
entitled to an offset in that amount.

Id.
Here, respondents were deprived of the full value of their interest in the corporate
entities as established by the New Purchase Price until it was paid in full. But according
to the parties’ “Settlement Term Sheet,” respondents also agreed to pay appellants a
$750,000 settlement related to ALO. The Settlement Term Sheet indicates that this amount
was to be deducted from the amount of the New Purchase Price. Because this amount was
to be deducted from the New Purchase Price for the corporate entities, respondents were
not deprived of the use of money constituting the full amount of the New Purchase Price.
We, therefore, reverse and remand for a recalculation of pre award interest to reflect the
$750,000 offset related to ALO.
Affirmed in part, reversed in part, and remanded.