Doug Hoskin, Appellant,

This opinion is nonprecedential except as provided by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
A23-1275

Doug Hoskin,
Appellant,

vs.

Josh Krsnak, et al.,
Respondents.

Filed June 1, 2026
Affirmed in part, reversed in part, and remanded
Bratvold, Judge

Hennepin County District Court
File No. 27-CV-22-11259

Larina A. Alton, Lewis Brisbois Bisgaard & Smith LLP, Minneapolis, Minnesota (for
appellant)

Arthur G. Boylan, Ryan M. Lawrence, Kathryn E. Campbell, Anthony Ostlund Louwagie
Dressen & Boylan P.A., Minneapolis, Minnesota (for respondents)

Considered and decided by Connolly, Presiding Judge; Bratvold, Judge; and Florey,
Judge.
*
NONPRECEDENTIAL OPINION
BRATVOLD, Judge
This appeal challenges the dismissal of a complaint under Minn. R. Civ. P. 12.02(e)
for failure to state claims upon which relief can be granted. It is before us for a second time.

* Retired judge of the Minnesota Court of Appeals, serving by appointment pursuant to
Minn. Const. art. VI, § 10.
2
In a previous opinion, we concluded that all of appellant Doug Hoskin’s claims against
respondents Josh Krsnak and JT Manager LLC were barred by release. See Hoskin v.
Krsnak, No. A23-1275, 2024 WL 2131674, at *4-13 (Minn. App. May 13, 2024) (Krsnak
I). The supreme court granted Hoskin’s petition for further review, reversed our decision,
and remanded for us to consider “whether dismissal of any of Hoskin’s ten claims was
appropriate on other grounds.” Hoskin v. Krsnak, 25 N.W.3d 398, 401 (Minn. 2025)
(Hoskin II). We now affirm the dismissal of Hoskin’s negligence claim. But we reverse the
dismissal of Hoskin’s nine other claims, and we remand to the district court for further
proceedings on those claims.
FACTS
Because Hoskin challenges the dismissal of his claims under rule 12.02(e), we focus
our review on the complaint and the documents referenced in the complaint, taking
Hoskin’s factual allegations as true and drawing reasonable inferences in his favor. See
Hoskin II, 25 N.W.3d at 401. Hoskin’s allegations are summarized in the supreme court’s
opinion; we restate them here to frame our analysis.
Hoskin’s claims stem from his business relationship with Krsnak, who owns JT
Manager. Id. More specifically, the claims arise out of Krsnak’s alleged conduct in relation
to Interstate Parking Company LLC (IPC), an entity in which both Hoskin and Krsnak held
interests. Id. at 402. The conduct began with Krsnak’s alleged promise to obtain a loan for
IPC during the COVID-19 pandemic and culminated in Hoskin signing transfer agreements
through which he transferred certain business interests to JT Manager. Id. Hoskin alleges
that Krsnak had an undisclosed plan to create leverage by taking on responsibility for
3
obtaining the loan and using that leverage to acquire Hoskin’s business interests at less
than their actual value. Hoskin I, 2024 WL 2131674, at *7. And Hoskin alleges that he
signed the transfer agreements under duress. Hoskin II, 25 N.W.3d at 402.
Hoskin sued Krsnak, asserting ten claims and seeking relief including invalidation
of the transfer agreements, restoration of his business interests, and damages. The ten
counts in the complaint are as follows:
Count I Fraud
Count II Fraudulent Inducement1
Count III Breach of the Implied Covenant of Good Faith and Fair Dealing
Count IV Promissory Estoppel
Count V Breach of Oral Agreement
Count VI Negligence
Count VII Breach of Fiduciary Duty
Count VIII Quantum Meruit
Count IX Unjust Enrichment
Count X Declaratory Judgment

Id. Krsnak moved to dismiss all ten claims, and the district court granted the motion. Id. at
402-03. The district court determined that all ten claims were barred by releases in the
transfer agreements and that five of the ten claims—for fraudulent inducement, breach of
the implied covenant, negligence, quantum meruit, and unjust enrichment—also failed on
other grounds. Id. at 403. The district court determined that there were no alternative
grounds on which to dismiss the claims for fraud, promissory estoppel, breach of oral
agreement, breach of fiduciary duty, and declaratory judgment. Id.

1 Both counts I and II of the complaint are simply titled, “Fraud,” but Hoskin clarifies on
appeal that count II asserts a fraudulent-inducement theory.
4
We affirmed the dismissal of all ten claims based on the affirmative defense of
release, Hoskin I, 2024 WL 2131674, at *1, *12, but the supreme court granted further
review and reversed our decision, Hoskin II, 25 N.W.3d at 411. The supreme court held
that “a motion to dismiss based on an affirmative defense may be granted only if the
allegations in the complaint, construed in the plaintiff’s favor, establish an unrebuttable
defense.” Hoskin II, 25 N.W.3d at 409. And the supreme court concluded that “the
allegations in Hoskin’s complaint . . . do not categorically prohibit him from establishing
duress as a defense to the affirmative defense of release.” Id. at 410. The supreme court
remanded for us to consider “whether dismissal of any of Hoskin’s ten claims was
appropriate on other grounds.” Id. at 401. We reinstated the appeal and ordered
supplemental briefing.
DECISION
We review de novo the district court’s decision on a motion to dismiss for failure to
state a claim under Minn. R. Civ. P. 12.02(e). Hoskin II, 25 N.W.3d at 405. The question
is “whether the complaint sets forth a legally sufficient claim for relief.” Id. (quotation
omitted). The question is answered affirmatively “if it is possible on any evidence which
might be produced, consistent with the pleader’s theory, to grant the relief demanded.” Id.
(quotation omitted).
As the supreme court has recently emphasized, Minnesota is a notice-pleading state
with a “preference for non-technical broad-brush pleadings.” Demskie v. U.S. Bank Nat’l
Ass’n, 7 N.W.3d 382, 387 (Minn. 2024) (quoting Walsh v. U.S. Bank Nat’l Ass’n,
851 N.W.2d 598, 605 (Minn. 2014)). “A pleading is sufficiently detailed when it gives fair
5
notice to the adverse party of the incident giving rise to the suit with sufficient clarity to
disclose the pleader’s theory upon which his claim is based.” Halva v. Minn. State Colls.
& Univs., 953 N.W.2d 496, 503 (Minn. 2021) (quotation omitted). But “averments of
fraud” must be “stated with particularity.” Minn. R. Civ. P. 9.02. This standard is met when
a party “pleads facts underlying each element of the fraud claim.” Hardin Cnty. Sav. Bank
v. Hous. & Redev. Auth. of Brainerd, 821 N.W.2d 184, 191 (Minn. 2012). “Malice, intent,
knowledge, and other condition of mind of a person may be averred generally.” Minn. R.
Civ. P. 9.02.
With these standards in mind, we turn to addressing each of Hoskin’s claims to
determine whether respondents have shown a basis for dismissal other than release.
Counts I & II—Fraud and Fraudulent Inducement
As for counts I and II, Hoskin argues that (1) we reached the merits of these claims
in Hoskin I, (2) the supreme court reversed Hoskin I, and thus (3) “re-iteration of the prior
grounds for dismissal of those Counts is barred by the law- of-the case.” We reject this
argument because the supreme court expressly instructed us to consider whether there are
alternative bases to dismiss any of Hoskin’s ten claims—including counts I and II. Hoskin
II, 25 N.W.3d at 411; see In re Issuance of Air Emissions Permit No. 13700345-101,
965 N.W.2d 1, 8 (Minn. App. 2021) (explaining this court’s duty to execute supreme
court’s instructions on remand), rev. denied (Minn. Sept. 29, 2021). While we discussed
the allegations contained in counts I and II in our previous opinion in addressing the
affirmative defense of release, we did not address whether those counts stated viable claims
for relief. See Hoskin I, 2024 WL 2131674, at *10-12. Thus, even setting aside the remand
6
instructions, the law-of-the case doctrine does not apply. See Sigurdson v. Isanti Cou nty,
448 N.W.2d 62, 66 (Minn. 1989) (explaining that doctrine of law of the case “applies when
the appellate court has ruled on a legal issue and remanded for further proceedings on other
matters” and “applies only to litigated issues and does not reach issues which could have
been but were not litigated” (emphasis added) (quotation omitted)).
We turn to the elements of a fraud claim:
(1) a false representation of a past or existing material fact
susceptible of knowledge; (2) made with knowledge of the
falsity of the representation or made without knowing whether
it was true or false; (3) with the intention to induce action in
reliance thereon; (4) that the representation caused action in
reliance thereon; and (5) pecuniary damages as a result of the
reliance.
U.S. Bank N.A. v. Cold Spring Granite Co., 802 N.W.2d 363, 373 (Minn. 2011).
Statements of future intent are not actionable as fraud unless there is “affirmative
evidence that the promissor had no intention to perform at the time the promise was made.”
Hayes v. Northwood Panelboard Co., 415 N.W.2d 687, 690 (Minn. App. 1987) (citing
Vandeputte v. Soderholm, 216 N.W.2d 144, 147 (Minn. 1974)), rev. denied (Minn. Jan. 28,
1988). And the failure to disclose a material fact is actionable only if there are “special
circumstances [that] trigger a duty to disclose,” including when the parties have a fiduciary
relationship. Graphic Commc’ns Loc. 1B Health & Welfare Fund “ A” v. CVS Caremark
Corp., 850 N.W.2d 682, 695 (Minn. 2014).
In count I, Hoskin alleges that Krsnak had, and did not disclose, a “plan to attain
business leverage” through his promise to obtain a loan for IPC and “to leverage Mr.
Hoskin into deeding his membership assets to Mr. Krsnak.” In other parts of the complaint,
7
Hoskin alleges that Krsnak owed him fiduciary duties that would support a duty to disclose.
And Hoskin alleges that he relied on Krsnak’s nondisclosure to his detriment (by not
obtaining other financing) and incurred damages as result of that reliance. Like the district
court, we conclude that Hoskin adequately pleaded the facts underlying each element of
this fraud claim. See Hardin Cnty. Sav. Bank, 821 N.W.2d at 191(pleading standard for
fraud claim); U.S. Bank N.A., 802 N.W.2d at 373. We therefore reverse the dismissal of
count I.2
In count II, Hoskin alleges that Krsnak fraudulently induced Hoskin to sign the
transfer agreements through false representations about Krsnak’s future intent. Hoskin
alleges that Krsnak knowingly and falsely represented that “he could and would ensure that
IPC would not attain the needed financing through a Main Street loan” and intended that
Hoskin would rely on this statement. Hoskin also alleges that he relied on Krsnak’s false
representations in executing the transfer agreements and suffered damages. The district
court determined that count II was either duplicative of count I or did not state a viable
fraud claim. We disagree and conclude that Hoskin has pleaded the facts underlying each
element of this distinct fraud claim. See Hardin Cnty. Sav. Bank , 821 N.W.2d at 191
(pleading standard for fraud claim); U.S. Bank N.A., 802 N.W.2d at 373 (elements of fraud
claim). We therefore reverse the dismissal of count II.

2 As we explain above, the district court dismissed count I on the ground that it was barred
by release and also concluded that no alternative grounds supported dismissal under
rule 12.02.
8
Count III—Breach of the Implied Covenant of Good Faith and Fair Dealing
“Under Minnesota law, every contract includes an implied covenant of good faith
and fair dealing requiring that one party not unjustifiably hinder the other party’ s
performance of the contract.” In re Hennepin Cnty. 1986 Recycling Bond Litig.,
540 N.W.2d 494, 502 (Minn. 1995) (quotation omitted). We have also assumed without
deciding that the implied covenant requires a party performing a discretionary duty under
a contract to perform in good faith. See Cent. Specialties, Inc. v. Minn. Dep’t of Transp.,
5 N.W.3d 409, 417 (Minn. App. 2024), rev. denied (Minn. July 9, 2024); Sterling Cap.
Advisors, Inc. v. Herzog, 575 N.W.2d 121, 125 (Minn. App. 1998).
Count III is based on Hoskin’s allegations that Krsnak owed and breached a duty of
good faith and fair dealing. Although the complaint does not expressly connect this claim
to a contract, it alleges that “Mr. Krsnak owed Mr. Hoskin the performance of his agreed
duties in favor of IPC by working in good faith, employing his best efforts to secure, and
if possible actually securing, loan financing to ensure IPC’s continued viability.” And
Hoskin’s briefing to the district court characterized the claim as stemming from a contract
resulting from “Krsnak’s offer to secure financing for IPC.”3
We conclude that Hoskin has adequately pleaded a claim for breach of the implied
covenant of good faith and fair dealing. The district court reasoned that Hoskin’s

3 On appeal, Hoskin advances a different theory—that Hoskin owed a duty of good faith
and fair dealing under Minn. Stat. § 322C.0409, subd. 4 (2024). We decline to address this
statutory theory because it was not raised to the district court. See Thiele v. Stich ,
425 N.W.2d 580, 582 (Minn. 1988) (stating that a party may not “obtain review by raising
the same general issue litigated below but under a different theory”).
9
allegations did not give sufficient notice of the incident underlying the claim. We
understand the claim to be based on the same incident that underlies Hoskin’s claim for
breach of oral agreement, which we discuss below. And “[a] party may maintain both a
claim for breach of contract and a claim for breach of the implied covenant of good faith
and fair dealing based on the same conduct.” Columbia Cas. Co. v. 3M Co., 814 N.W.2d
33, 34 (Minn. App. 2012), rev. denied (Minn. June 19, 2012). We therefore reverse the
dismissal of count III.
Count IV—Promissory Estoppel
“To state a claim for promissory estoppel, the plaintiff must show that (1) there was
a clear and definite promise, (2) the promisor intended to induce reliance and such reliance
occurred, and (3) the promise must be enforced to prevent injustice.” Park Nicollet Clinic
v. Hamann, 808 N.W.2d 828, 834 (Minn. 2011).
In count IV, Hoskin alleges that Krsnak promised to “work in good faith to attain
financing in favor of IPC,” that Krsnak intended to induce reliance on that promise, and
that Hoskin relied on the promise to his detriment. The district court determined that this
claim was adequately pleaded, reasoning that the complaint sufficiently discloses Hoskin’s
theory and pleads facts that support the elements of promissory estoppel. We agree and
therefore reverse the dismissal of count IV.
Count V—Breach of Oral Agreement
A contract is “a binding promise or set of promises,” and a breach of contract is the
“failure, without legal excuse, to perform any promise that forms the whole or part of the
contract.” Lyon Fin. Servs., Inc. v. Ill. Paper & Copier Co., 848 N.W.2d 539, 543 (Minn.
10
2014). “The elements of a breach of contract claim are (1) formation of a contract,
(2) performance by plaintiff of any conditions precedent to his right to demand
performance by the defendant, and (3) breach of the contract by defendant.” Id. (quotation
omitted). “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).
In count V, Hoskin alleges that Krsnak “promised . . . to work in good faith to attain
financing in favor of IPC.” Hoskin alleges that “[i]n exchange for this promise, Mr. Hoskin
did not dedicate additional resources, personally oversee those efforts, or seek to attain
such financing himself.”
4 The complaint discloses Hoskin’s theory; he alleges the
exchange of Krsnak’s promise for Hoskin’s forbearance and Krsnak’s failure to perform
the promise. The district court determined that this claim was adequately pleaded, and we
agree. We therefore reverse the dismissal of count V.
Count VI—Negligence
Although it is nominally captioned as a negligence claim, Hoskin argued that
count VI stated a negligent-misrepresentation claim during district court proceedings.5

4 Hoskin also alleges that he “relied upon that promise to his detriment,” but reliance is not
an element of a breach-of-contract claim. Lyon Fin. Servs., Inc., 848 N.W.2d at 544
(“Engrafting an element of reliance from tort law onto a breach of contract action blurs the
distinction between the two theories of recovery.”).

5 On appeal, Hoskin asserts that “Count VI pleaded negligent failure to comply with
statutory duties.” We decline to consider this argument because it was not raised to the
district court. See Thiele, 425 N.W.2d at 582.
11
Negligent misrepresentation occurs when a person, in the course of business and during a
transaction in which they have a financial interest,
1. Supplies false information to another person to
guide them in that person’s own business transactions, and
2. Fails to use reasonable care or competence in
obtaining the information or communicating it to that person,
and
3. The other person relied on the information, and
4. The other person was justified in relying on that
information, and
5. The other person was financially harmed by
relying on the information.

Hardin Cnty. Sav. Bank, 821 N.W.2d at 192 (quoting 4 Minnesota Practice, CIVJIG 57.20
(2006)). Negligent-misrepresentation claims are fraud claims that must be pleaded with
particularity. Id. at 191.
The district court dismissed the negligence claim on the ground that Hoskin alleged
intentional, rather than negligent, conduct. Hoskin argues that he is allowed to proceed with
alternative claims, citing Minn. R Civ. P. 8.05. We agree that two viable claims may be
pleaded in the alternative, but we are not persuaded that Hoskin’s
negligent-misrepresentation claim is viable.
Hoskin identifies only statements of future intent to support his
negligent-misrepresentation claim, which must be pleaded with particularity. As we
explained above, statements of future intent are not actionable as fraud unless there is
“affirmative evidence that the promissor had no intention to perform at the time the promise
was made.” Hayes, 415 N.W.2d at 690 (quotation omitted). Hoskin cites no authority that
12
would allow him to pursue a negligent-misrepresentation claim based on a statement of
future intent.
Courts in other jurisdictions have rejected attempts to pursue claims of negligent
misrepresentation based on statements of future intent. See Labrant v. Mortg. Elec.
Registration Sys., Inc., 870 F. Supp. 2d 671, 680 (D. Minn. 2012) (“ Plaintiffs’ argument
appears to depend on the fact that the representations never materialized; however, this is
insufficient to state a claim for negligent misrepresentation.”) (applying Minnesota law);
City of Warrensburg v. RCA Corp., 571 F. Supp. 743, 753 (W.D. Mo. 1983) (“A merely
negligent misrepresentation of a maker’s own intention is not actionable . . . for the reason
that in the absence of any fraudulent intent . . . there is no misrepresentation of any existing
fact on which any action for negligent misrepresentation could be based.” (emphasis
omitted)); Wilkinson v. Shoney’s, Inc., 4 P.3d 1149, 1165 (Kan. 2000) (“The tort of
negligent misrepresentation as set forth in Restatement (Second) of Torts § 552 (1976)
does not, by its terms, apply to misrepresentation of an intention to perform an agreement.
The tort only applies to cases of misrepresentation of factual, commercial information, not
to statements of future intent.” (quotation omitted)); PCR Contractors, Inc. v. Danial,
354 S.W.3d 610, 619 ( Ky. Ct. App. 2011) (reasoning that “a party’s intent to perform a
promise or an agreement cannot form the basis of a negligent misrepresentation claim in
any event”).
We are persuaded by these authorities. Thus, we affirm the dismissal of count VI
for failure to state a claim upon which relief can be granted.
13
Count VII—Breach of Fiduciary Duty
“A breach of fiduciary duty claim consists of four elements: duty, breach, causation,
and damages.” Hansen v. U. S. Bank Nat’l Ass’n, 934 N.W.2d 319, 327 (Minn. 2019). “A
fiduciary relationship may exist where there is a ‘[d]isparity of business experience and
invited confidence.’” Cherne Contracting Corp. v. Wausau Ins. Cos., 572 N.W.2d 339,
342 (Minn. App. 1997) (quoting Murphy v. Country House, Inc., 240 N.W.2d 507, 512
(Minn. 1976)), rev. denied (Minn. Feb. 19, 1998). And “the existence of a fiduciary
relationship is a question of fact.” Murphy, 240 N.W.2d at 512.
Hoskin alleges that Krsnak owed him fiduciary duties because of their
“long-standing personal and professional relationship.” In count VII, Hoskin alleges that
he “grew to trust and rely on Mr. Krsnak, and Mr. Krsnak knew that.” And Hoskin alleges
that Krsnak breached the fiduciary duties of diligence, loyalty, and candor by failing to
disclose his alleged plan to Hoskin. The district court ruled that this claim was adequately
pleaded, and we agree. We therefore reverse the dismissal of count VII.
Counts VIII & IX—Quantum Meruit and Unjust Enrichment
Quantum meruit and unjust enrichment are equitable remedies often pleaded in the
alternative to contract claims. “Quantum meruit is restitution for the value of a benefit
conferred in the absence of a contract under a theory of unjust enrichment.” Faricy L. Firm,
P.A. v. API, Inc. Asbestos Settlement Tr., 912 N.W.2d 652, 657-58 (Minn. 2018) (quotation
omitted). “Unjust enrichment is an equitable doctrine that allows a plaintiff to recover a
benefit conferred upon a defendant when retention of the benefit is not legally justifiable.”
Herlache v. Rucks, 990 N.W.2d 443, 450 (Minn. 2023) (quotation omitted). The supreme
14
court has “specifically cautioned against restricting the broad scope of the unjust
enrichment remedy, given that the whole point of the action was to relieve against the too
narrow procedure of the law.” Id. at 451 (quotation omitted).
In counts VIII and IX, Hoskin alleges that he conferred benefits on respondents in
the form of “the benefit of and value of [his] business interests” and that it would be unjust
for respondents to retain those benefits. The district court determined that contract and
quasi-contract claims may be pleaded in the alternative but then dismissed the
quantum meruit and unjust-enrichment claims on the ground that the incidents giving rise
to these equitable claims were governed by the transfer agreements. But “[u]nder [Minn.
R. Civ. P.] 8.05, a party can plead alternative or inconsistent theories even though the
substantive law precludes double recovery.” Columbia Cas. Co., 814 N.W.2d at 37-38.
Thus, although Hoskin ultimately would be precluded from double recovery, it is
premature to dismiss his equitable claims on this ground at the pleading stage. We therefore
reverse the dismissal of counts VIII and IX.
Count X—Declaratory Judgment
“Under the Declaratory Judgments Act, courts have the ‘power to declare rights,
status, and other legal relations whether or not further relief is or could be claimed.’”
McCaughtry v. City of Red Wing, 808 N.W.2d 331, 337 (Minn. 2011) (quoting Minn. Stat.
§ 555.01 (2010)). “The Declaratory Judgments Act is remedial, intended to settle and to
afford relief from uncertainty with respect to rights, status, and other legal relations.” Id.
(quotation omitted).
15
Hoskin’s declaratory-judgment claim seeks these declarations:
a. The transfer agreements relaying Mr. Hoskin’s member
agreements to Mr. Krsnak, through JT Manager, are null
and void, unenforceable and of no effect;
b. That Mr. Hoskin’s membership interests are restored;
c. And that enforcement of the transfer agreements
conveying Mr. Hoskin’s membership units to Mr.
Krsnak, through JT Manager, would irreparably harm
Mr. Hoskin.

The district court determined that the declaratory-judgment claim should be allowed to
proceed because “the enforceability of the Transfer Agreements is a justiciable
controversy.” We agree and therefore reverse the dismissal of count X.
6
In sum, we affirm the district court’s dismissal of count VI and reverse the dismissal
of counts I- V and VII-X of Hoskin’s complaint. We therefore remand for further
proceedings. In doing so, we express no opinion on the ultimate merits of Hoskin’s claims.
Affirmed in part, reversed in part, and remanded.

6 On appeal, Hoskin characterizes the declaratory-judgment claim as “set[ting] forth a
request that the Transfer Agreements be rescinded based upon the theories set forth and
permitted to proceed by the Supreme Court.” (Emphasis added.) Hoskin also suggested a
rescission theory to the district court.
We have recognized that rescission may be available “if a party’s assent is induced
by a fraudulent misrepresentation on which the party is justified in relying,” MCC Invs. v.
Crystal Props., 415 N.W.2d 908, 911 (Minn. App. 1987), rev. denied (Minn. Feb. 12,
1988), or “[w]here the injury caused by the breach of contract is irreparable, or where the
damages would be inadequate or difficult or impossible to determine,” Johnny’s, Inc. v.
Njaka, 450 N.W.2d 166, 168 (Minn. App. 1990). Hoskin’s declaratory-judgment action
appears to track these theories of rescission and to seek that remedy, although it is phrased
in terms of seeking a declaratory judgment. In any event, we agree with the district court
that count X is adequately pleaded.