Tal Sarusi individually and d/b/a Sealed Envelope LLC, et al., Appellants,

This opinion is nonprecedential except as provided by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
A23-1730

Tal Sarusi individually and d/b/a Sealed Envelope LLC, et al.,
Appellants,

vs.

Todd Laughlin individually and d/b/a LB Spray Foam, LLC, et al.,
Respondents.

Filed September 16, 2024
Affirmed
Bjorkman, Judge

Hennepin County District Court
File No. 27-CV-21-9408

Erik F. Hansen, Elizabeth M. Cadem, Burns & Hansen, P.A., Minneapolis, Minnesota (for
appellants)

Gregory M. Hanson, The Law Office of Gregory M. Hanson, Inver Grove Heights,
Minnesota (for respondents)

Considered and decided by Worke, Presiding Judge; Bjorkman, Judge; and Smith,
John, Judge.
∗

∗ Retired judge of the Minnesota Court of Appeals, serving by appointment pursuant to
Minn. Const. art. VI, § 10.
2
NONPRECEDENTIAL OPINION
BJORKMAN, Judge
Appellants challenge the judgment in favor of respondents following a jury trial on
opposing claims related to a joint business. Appellants argue that the district court (1) erred
by denying their posttrial motion for judgment as a matter of law (JMOL), and (2) abused
its discretion by denying their motion for a new trial or remittitur. We affirm.
FACTS
Respondent Todd Laughlin co -founded respondent LB Spray Foam LLC in June
2020 to provide insulation and related services. Appellant Tal Sarusi has worked in garage-
door repair and air-duct cleaning and owns various businesses, including appellant Back
on Track Garage Doors LLC (Back on Track).
Laughlin and Sarusi met in January 2021. At the time, Laughlin was in the process
of buying out his partner in LB Spray Foam; he completed the buyout in February. Also
in February, Laughlin and Sarusi formed Sealed Envelope LLC to do insulation and air-
duct work and provide other services. They planned for Sarusi to manage marketing and
sales and, because Sealed Envelope did not have any of its own equipment, for Laughlin
to perform the work using LB Spray Foam equipment.
On March 1, Sarusi gave Laughlin a check for $50,000 made out to LB Spray
Foam.
1 The parties dispute the purpose of the payment. Sarusi contends it was to purchase
half of the ownership interest in LB Spray Foam. Laughlin contends it was for “building

1 The check was issued by the sister of Sarusi’s rabbi as a loan to Sarusi.
3
the brand of Sealed Envelope,” use of LB Spray Foam’s website and equipment, and
Laughlin’s “know-how.” Around the same time, Laughlin also prepared a list of LB Spray
Foam’s equipment, with net values totaling nearly $100,000. The two never executed a
written contract for a sale of half ownership, and Laughlin did not sign over half of the
company to Sarusi.
Sarusi and Laughlin’s relationship quickly soured. They did not open a bank
account for Sealed Envelope until May. In the meantime, Sarusi obtained Laughlin’s
agreement to sign over payments for work LB Spray Foam performed to Back on Track’s
account to facilitate quicker access to the funds. Even after Sealed Envelope’s account was
opened, Sarusi continued to deposit funds received from LB Spray Foam work into Back
on Track’s account. Sarusi promptly withdrew funds deposited into Sealed Envelope’s
account and directed Sealed Envelope’s customers to make payments directly to Back on
Track. In mid-June, Sarusi changed the locks on the warehouse where the LB Spray Foam
equipment was stored. He then moved the equipment to a separate storage facility and sold
some of it, including an Isuzu truck and some smaller equipment.
Sarusi commenced this action in July 2021, alleging, in pertinent part, that Laughlin
(1) agreed to sell him half of LB Spray Foam for $50,000 and breached the contract by
accepting the funds without signing over half of the business, and (2) was unjustly enriched
by the payment and Sarusi’s efforts. Laughlin and LB Spray Foam asserted various
counterclaims and cross-claims, including a replevin claim against Sarusi as to LB Spray
Foam equipment and a claim against Sarusi and Back on Track for unjust enrichment based
on diversion of payments for Laughlin’s work.
4
Following a four-day trial, the jury found, by special verdict, that (1) Sarusi and
Laughlin did not form a contract for Sarusi to purchase a half interest in LB Spray Foam;
(2) Laughlin was unjustly enriched and owes Sarusi $29,199.18; (3) Sarusi was unjustly
enriched and owes Laughlin $405,194.60; (4) Back on Track was unjustly enriched and
owes Laughlin $43,045.09; and (5) Sarusi wrongfully detained various items of Laughlin’s
property, and Laughlin is entitled to their return or value. The district court adopted the
jury’s findings and directed entry of judgment in favor of Laughlin against Sarusi for the
net amount of $398,731.42, and in favor of Laughlin against Back on Track for $43,045.09.
Sarusi and Back on Track moved for JMOL, a new trial, or remittitur. The district court
denied the motions.
Sarusi and Back on Track appeal.
DECISION
I. Sarusi is not entitled to JMOL on his breach-of-contract claim.

During a jury trial, a district court may decide an issue “against [a] party” and grant
JMOL on a claim or defense if the party has been “fully heard ” on the issue but “there is
no legally sufficient evidentiary basis for a reasonable jury to find for that party on that
issue.” Minn. R. Civ. P. 50.01(a). Following a jury trial, a district court considering a
party’s motion may “(1) allow the judgment to stand, (2) order a new trial, or (3) direct
entry of [JMOL].” Minn. R. Civ. P. 50.02.
We review de novo a district court’s denial of a postverdict motion for JMOL.
Vermillion State Bank v. Tennis Sanitation, LLC, 969 N.W.2d 610, 618 (Minn. 2022). In
doing so, “we view the evidence in the light most favorable to the prevailing party.”
5
Gieseke ex rel. Diversified Water Diversion, Inc. v. IDCA, Inc., 844 N.W.2d 210, 220
(Minn. 2014). We will reverse only if the evidence is “so overwhelming on one side that
reasonable minds cannot differ as to the proper outcome.” Vermillion State Bank, 969
N.W.2d at 619 (quotation omitted). And we will affirm denial of a motion for JMOL if
there is “any competent evidence” in the record “reasonably tending to sustain the verdict.”
Gieseke, 844 N.W.2d at 220 (quotation omitted).
To prove breach of contract, a plaintiff must show (1) the parties formed a contract,
(2) plaintiff performed any conditions precedent to the right to demand performance by the
defendant, and (3) defendant breached the contract. Lyon Fin. Servs., Inc. v. Ill. Paper &
Copier Co., 848 N.W.2d 539, 543 (Minn. 2014). As to the first element, a contract is
formed when the parties “exchange bargained-for promises, manifest mutual assent to the
exchange, and support their promises with consideration.” Vermillion State Bank, 969
N.W.2d at 628.
Sarusi contends he is entitled to JMOL on his breach-of-contract claim because
“reasonable minds could not differ as to whether a contract [for him to purchase half of LB
Spray Foam] was formed.” In support of this contention, he emphasizes the evidence in
his favor: he paid $50,000 to Laughlin; this amount is approximately half of the value of
the LB Spray Foam assets as indicated in the list that Laughlin prepared around the same
time; Laughlin completed his purchase of the other half of LB Spray Foam from his initial
partner shortly before Sarusi gave Laughlin the check; and shortly afterward, Laughlin
disclosed to Sarusi the password for LB Spray Foam’s GoDaddy account, and Sarusi sent
Laughlin a photo of his driver’s license, which Sarusi testified was for use in preparing a
6
written contract. Sarusi also emphasizes that two witnesses (his rabbi and his girlfriend)
corroborated his testimony about an agreement to buy half of LB Spray Foam, while none
corroborated Laughlin’s contrary testimony. In short, Sarusi lays out a convincing
argument that the jury had a substantial evidentiary basis to find that the two men entered
into a contract for Sarusi to buy half of LB Spray Foam. But that is not the point.
On a postverdict motion for JMOL, the issue is whether the evidence, viewed in the
light most favorable to the prevailing party, provides any reasonable basis for sustaining
the jury’s verdict. Gieseke, 844 N.W.2d at 220. Our review of the record confirms such a
basis. Laughlin and Sarusi never executed a written contract. There is no evidence they
even drafted a contract. Laughlin expressly denied agreeing to sell Sarusi half of LB Spray
Foam. Rather, he explained that the $50,000 check represented Sarusi’s initial contribution
to Sealed Envelope, balancing against Laughlin’s contribution of LB Spray Foam’s
equipment and his “know-how.” Laughlin’s testimony is borne out by the hundreds of
pages of text messages between the two of them; none of Laughlin’s messages indicate his
agreement to sell Sarusi half of LB Spray Foam. Because this record , viewed in the light
most favorable to Laughlin, establishes a reasonable basis for the jury’s determination that
there was no contract to sell a half ownership interest in LB Spray Foam, Sarusi is not
entitled to JMOL on his breach-of-contract claim.2

2 Sarusi and Back on Track also argued in their brief that the district court erred by denying
their motion for JMOL on Laughlin’s unjust- enrichment claim because the damages are
excessive. But they acknowledged during oral argument that the appropriate remedy for
excessive damages is remittitur or a new trial.
7
II. The district court did not abuse its discretion by denying Sarusi and Back on
Track’s motion for a new trial or remittitur on unjust enrichment.

Sarusi and Back on Track argue that the district court abused its discretion by
denying their posttrial motions seeking relief based on attorney misconduct and excessive
damages. We address each in turn.
Attorney Misconduct
A district court may grant a new trial based on attorney misconduct. Minn. R. Civ.
P. 59.01; Lake Superior Ctr. Auth. v. Hammel, Green & Abrahamson, Inc., 715 N.W.2d
458, 479 (Minn. App. 2006), rev. denied (Minn. Aug. 23, 2006). The decision whether to
do so “rests almost wholly in the discretion of the [district] court,” and we will not reverse
absent a “clear abuse” of that discretion. Wild v. Rarig, 234 N.W.2d 775, 785 (Minn.
1975).
Sarusi argues that the district court abused its discretion by not granting a new trial
based on misconduct by Laughlin’s counsel. He points to counsel’s opening statement and
closing argument , which involved a recurring baby theme— that LB Spray Foam was
Laughlin’s baby and Sarusi killed it—and a single statement about Sarusi wanting more
money and putting “every penny” he could into Back on Track’s account. He contends
these statements invoked the anti-Semitic themes of “blood libel” and the “greedy Jew,”
prejudicing the jury against him because he is Jewish. And he contends the high damages
award for unjust enrichment can only be attributable to passion or prejudice. We are not
persuaded for two reasons.
8
First, S arusi never made this argument to the district court. An objection to
“improper remarks” is generally a “prerequisite[] to the obtaining of a new trial on appeal,”
and failure to object results in forfeiture of the argument. Lake Superior Ctr. Auth., 715
N.W.2d at 479 (quoting Hake v. Soo Line Ry. Co., 258 N.W.2d 576, 582 (Minn. 1977)).
Sarusi did not object to counsel’s statements during either their opening statement or
closing argument. Nor did he raise the issue in his posttrial motions. Instead, he advanced
a different argument—that counsel improperly and falsely suggested to the jury that he was
engaged in tax evasion. There was no mention of anti- Semitism. This failure to present
the issue to the district court results in forfeiture of his misconduct argument.
Second, Sarusi’s failure to make the argument—even in his posttrial motion—
undermines his contention that counsel’s statements are so flagrantly improper as to require
relief in the absence of a timely objection. We will grant relief for unobjected- to
misconduct only if it is “so flagrant as to require the [district] court to act on its own motion,
or is so extreme that a corrective instruction would not alleviate the prejudice.” Hake, 258
N.W.2d at 582. We do not doubt that invoking anti-Semitic themes would constitute
serious misconduct. But even if Laughlin’s counsel’s argument did invoke such themes, it
did not do so in the “flagrant” manner Sarusi suggests. On appeal, Sarusi interprets use of
the baby theme as referencing “blood libel,” and asserts that the single statement about
Sarusi wanting money portrayed him as a “greedy Jew.” We are not convinced that
counsel’s statements are reasonably interpreted in that manner. Indeed, the absence of an
objection during trial and the absence of any mention of anti-S emitism in his posttrial
motion reveal that neither Sarusi himself nor his counsel interpreted the remarks as anti-
9
Semitic. On this record, we discern no abuse of discretion by the district court in not
granting a new trial for purported attorney misconduct that was neither brought to its
attention nor obvious.
Excessive Damages
A district court also may grant a new trial based on excessive damages that “appear[]
to have been given under the influence of passion or prejudice” or when the verdict “is not
justified by the evidence, or is contrary to law.” Minn. R. Civ. P. 59.01. The district court
has “large discretion” in determining whether damages are excessive and, if so, “whether
the cure is a remittitur or a new trial.” Hanson v. Chi., Rock Island & Pac. R.R. Co., 345
N.W.2d 736, 739 (Minn. 1984) (quotation omitted). In exercising this discretion, the
district court “must leave the plaintiff with the highest amount permitted by the evidence,”
Thompson v. Hughart, 664 N.W.2d 372, 378 (Minn. App. 2003), rev. denied (Minn. Sept.
16, 2003), and should set aside a jury’s award only if it “shocks the conscience,” Johnson
v. Washington County, 518 N.W.2d 594, 602 (Minn. 1994) (quotation omitted). On appeal,
we view the evidence “as a whole and in the light most favorable to the verdict.” Myers v.
Hearth Techs., Inc., 621 N.W.2d 787, 790 (Minn. App. 2001) (quotation omitted), rev.
denied (Minn. Mar. 13, 2001). We will not reverse the denial of a motion for a new trial
or remittitur unless the district court clear ly abused its discretion. Willis v. Ind . Harbor
Steamship Co., 790 N.W.2d 177, 187 (Minn. App. 2010), rev. denied (Minn. Dec. 22,
2010).
Sarusi and Back on Track argue that the damages award is excessive in two respects.
First, they contend it includes damages that are not recoverable under the law. They point
10
to two categories of claimed damages, totaling just under $330,000: (1) the value of the
specific items of property at issue in Laughlin’s replevin claims; and (2) lost future profits,
expenses for this and other litigation, tax penalties, and other losses that Laughlin incurred
that did not benefit Sarusi or Back on Track. We agree that the first category of damages
would be an improper double recovery and the second would be unavailable because relief
for unjust enrichment is “based on what the person allegedly enriched has received, not on
what the opposing party has lost.” Herlache v. Rucks, 990 N.W.2d 443, 450 (Minn. 2023)
(quotation omitted). But we are not convinced that the jury awarded such damages.
The district court guided the jury away from awarding improper damages,
instructing that unjust enrichment occurs when a party improperly “gains a benefit” and
“enrich[es] himself at the expense of another,” and that the items of personal property at
issue in the replevin claims—which it listed out for the jury —were not to be included in
damages for unjust enrichment. “We presume that juries follow the instructions they are
given.” Frazier v. Burlington N. Santa Fe Corp., 811 N.W.2d 618, 630 (Minn. 2012).
Further, the jury awarded $412,000 less than the damages Laughlin claimed, which
reasonably suggests that the jury declined to award damages in the two challenged
categories.
Second, Sarusi and Back on Track assert that the total damages award—
$448,239.69—is excessive because the record does not support it . To address this
argument, we begin by reviewing the evidence Laughlin presented as to damages. He
testified that Sarusi diverted funds from him and from their shared business, Sealed
Envelope, and to Sarusi’s own business, Back on Track; unilaterally withdrew funds from
11
the Sealed Envelope account; and seized and sold LB Spray Foam equipment. Laughlin
presented a chart indicating $860,647 in damages, which the parties stipulated to admitting
as Exhibit 236.3 That chart includes two line items totaling $328,000 for funds “diverted”
into Back on Track’s bank account as part of Sarusi’s “self-dealing” between February
2021 and December 2022. And Laughlin presented an exhibit comprising all of the bank
statements from Back on Track’s account for that time period, which the parties stipulated
to admitting as Exhibit 233.
Sarusi and Back on Track contend this evidence does not sustain the jury award,
principally because they stipulated only to the foundation for Exhibits 236 and 233, not to
the “reasonableness” of the dollar amounts reflected in those exhibits. We are not
persuaded. At trial, they gave their unqualified agreement to the admission of the exhibits;
the district court then admitted the exhibits without limitation. Cf. Minn. R. Evid. 105
(permitting district court, upon request, to “restrict” the scope of evidence and “instruct the
jury accordingly”). Sarusi and Back on Track could have objected to the exhibits or offered
evidence or argument tending to contradict or limit them, but they did not do so. This
record persuades us that the district court did not abuse its discretion by permitting the jury
to consider Exhibits 236 and 233 as evidence of damages. And the exhibits reasonably
tend to support the jury’s damages award.
Sarusi and Back on Track also contend that Laughlin failed to demonstrate that the
Back on Track deposits shown in Exhibit 2 33 were all diverted funds. But they fail to

3 The parties also stipulated to admitting Sarusi’s list of claimed damages as an exhibit.
12
substantiate this contention. They identify no authority for the proposition that the jury
could not rely on (1) Exhibit 236 (the damages list), which identified those funds as
“diverted” by Sarusi to the Back on Track account as part of Sarusi’s “self-dealing”; or
(2) Exhibit 233 (the Back on Track statements), which tends to support the diverted-funds
figures listed on Exhibit 236. And the record includes testimony from Laughlin and Sarusi
that some payments for Laughlin’s work were deposited in the Back on Track account.
Indeed, Sarusi expressly acknowledged that two such deposits occurred in May and June
2021. Further, there was no testimony or argument suggesting that any of these funds were
not wrongfully diverted as Laughlin claimed.4 As such, Exhibit 233 also reasonably tends
to support the jury’s damages award.
Finally, Sarusi and Back on Track argue that the damages award is excessive to the
extent it includes unjust-enrichment damages for LB Spray Foam’s Isuzu truck that Sarusi
took but was later repossessed, and that Laughlin improperly claimed damages for both the
truck and the amount owed on the truck. But they did not present these arguments in their
posttrial motions. Because we generally consider only those matters that were argued to
and decided by the district court, the argument is not properly before us. Thiele v. Stich,
425 N.W.2d 580, 582 (Minn. 1988). And even if we considered these arguments for the

4 Notably, Sarusi and Back on Track argued in their posttrial motion and again on appeal
that one of the deposits was plainly not diverted funds because it was an SBA loan to Back
on Track. This argument appears to refer to a $43,500 deposit labeled “Sbad Treas 310
Misc Pay.” But they presented no evidence or argument to the jury about any of the
deposits listed in Exhibit 233 (except for the two acknowledged diversions noted above),
let alone any suggestion that the $43,500 deposit was an SBA loan properly paid to Back
on Track. This omission undermines their argument that the jury could not reasonably
conclude that the funds deposited into Back on Track’s account unjustly enriched them.
13
first time on appeal, the record contains Sarusi’s testimony that he kept the truck and other
items “for a while” and sold the equipment from the truck for “20 -something thousand”
dollars, providing the jury an evidentiary basis for awarding damages related to the truck.
Moreover, while the jury’s total damages award does not neatly align with any
obvious subset of Laughlin’s claimed damages, our careful review of the record confirms
that it falls well below “the highest amount permitted by the evidence.” See Thompson,
664 N.W.2d at 378. Sarusi and Back on Track acknowledge that $70,735.72 of Laughlin’s
claimed damages—the value of personal property not part of the replevin claims and the
two deposits they admittedly diverted from LB Spray Foam—have evidentiary foundation
and are recoverable as damages for unjust enrichment. Adding to that the value of the
disputed Isuzu truck (not the associated debt) and the deposits in the Back on Track account
yields a total of $503,424.70, which is more than $55,000 greater than the total amount that
the jury awarded to Laughlin. Further, because the funds diverted to Back on Track were
portrayed as caused by and benefiting both Sarusi and Back on Track, the jury might
reasonably have apportioned those claimed damages between the two.
In sum, the evidence, viewed as a whole and in the light most favorable to Laughlin,
amply sustains the jury’s damages award. Accordingly, we discern no abuse of discretion
by the district court in denying Sarusi and Back on Track’s motions for a new trial or
remittitur.
Affirmed.