Timothy Michaels, 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This opinion is nonprecedential except as provided by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
A24-0690

Timothy Michaels,
Respondent,

vs.

Fresh Vine Wine, Inc.,
Appellant.

Filed February 10, 2025
Affirmed
Cochran, Judge

Hennepin County District Court
File No. 27-CV-22-8518

Christopher W. Boline, Zachary A. Alter, Felhaber Larson, Minneapolis, Minnesota (for
respondent)

Jevon C. Bindman, Carmen-Marie Carballo, Maslon, LLP, Minneapolis, Minnesota (for
appellant)

Considered and decided by Cochran, Presiding Judge; Ross, Judge; and Harris,
Judge.
NONPRECEDENTIAL OPINION
COCHRAN, Judge
This appeal involves the district court’s denial of appellant’s motion for judgment
as a matter of law following a jury verdict finding that appellant breached a collateral
contract with respondent. Appellant argues that the district court erred in denying the
motion by (1) relying on parol evidence to support its decision to deny the motion;
2
(2) determining the evidence is legally sufficient to support the existence of a collateral
contract separate from the parties’ employment-separation contract; and (3) determining
that a reasonable jury could find that the implied collateral contract was supported by
consideration. Because the district court’s order is not contrary to law and has reasonable
evidentiary support, we affirm.
FACTS
This case arises out of post termination contract negotiations between appellant
Fresh Vine Wine, Inc. and its former chief operating officer (COO), respondent Timothy
Michaels.1 Before being named as Fresh Vine’s COO, Michaels was the chief executive
officer of Fresh Grapes LLC, a predecessor of Fresh Vine.
On December 13, 2021, Fresh Vine conducted an initial public offering (IPO) of its
common stock. Prior to the IPO, the company contracted with Oak Ridge Financial
Services Group Inc. to serve as its underwriter. The underwriting agreement required that
Fresh Vine’s directors, officers, and investors enter into a lock-up agreement with Oak
Ridge Financial. The lock-up agreement prohibited the sale of any security in Fresh Vine
for 180 days from the date of the final prospectus used to sell common stock in the IPO,
which was June 10, 2022. The underwriting agreement between Oak Ridge Financial and
Fresh Vine gave Oak Ridge Financial “sole discretion . . . to release or waive the
restrictions set forth in a lock-up agreement.” On or about November 30, 2021, when

1 Because this appeal concerns the denial of Fresh Vine’s motion for judgement as a matter
of law, the following facts are taken from the evidence presented at trial viewed in the light
most favorable to the nonmoving party, Michaels. Galaxy Wireless, LLC v. W. Nat’l Mut.
Ins. Co., 8 N.W.3d 698, 705 (Minn. App. 2024).
3
Michaels was still serving as Fresh Vine’s COO, he entered into the lock-up agreement
with Oak Ridge Financial.
On December 17, 2021, Fresh Vine issued 251,851 restricted stock units (RSUs) to
Michaels through an RSU agreement between Michaels and Fresh Vine . The RSU
agreement was part of Michaels’s compensation package as COO. Each RSU represented
the right to receive one share of common stock in Fresh Vine. The RSU agreement
provided that each RSU would vest 180 days after the date of the final prospectus used to
sell shares of common stock in the IPO. The agreement further provided that Fresh Vine
was to issue Michaels one share per RSU as soon as was administratively practicable
following the vesting date. Michaels signed the RSU agreement with Fresh Vine in
December 2021. Under the agreement, Michaels would forfeit any unvested RSUs if
Michaels was to resign or be terminated for cause prior to the vesting date.
Fresh Vine terminated Michaels on February 7, 2022, and the parties immediately
began negotiating a separation agreement through counsel. During negotiations, Michaels
stated that he sought “ immediate liquidity” in any compensation that he would receive
through the separation agreement— meaning cash or stock that could be sold immediately.
During the negotiations, Fresh Vine agreed to allow Michaels to keep his unvested RSUs
and to amend his RSU agreement to accelerate the vesting date of the RSUs and delivery
of his shares. However, Fresh Vine communicated to Michaels that it could not be involved
in waiving the lock- up agreement that prohibited Michaels from selling any Fresh Vine
stock until after June 10, 2022, because that agreement was a separate agreement between
Michaels and Oak Ridge Financial. Michaels communicated to Fresh Vine on February 16,
4
2022, that he believed that he would be able to obtain a waiver from Oak Ridge Financial,
and Fresh Vine responded that if Michaels was “able to obtain a waiver of the lock- up
agreement, [Fresh Vine] remains fine with vesting as soon as possible.” The next day, the
parties’ attorneys agreed in an email exchange that the parties had a deal regarding the
material terms of the separation agreement. Those terms included a lump-sum payment to
Michaels and issuance of the shares in his RSU agreement with an accelerated vesting date.
On February 18, 2022, Michaels called Fresh Vine’s securities-law attorney directly
without his counsel and asked a few follow- up questions about the lock-up agreement.
Fresh Vine’s attorney talked with Michaels only after receiving permission from
Michaels’s attorney. Fresh Vine’s attorney memorialized his conversation with Michaels
in an email to Michaels’s attorney and Michaels. The email stated that Michaels asked if
the lock-up agreement “could be waived solely by the underwriter, or whether [Fresh Vine]
had to consent.” The attorney responded, “The answer is the former. [Fresh Vine] would
not be involved.”
On February 21, 2022, Michaels told Fresh Vine that he had not obtained the waiver
from Oak Ridge Financial but wished to go forward with the deal. The next day, Oak
Ridge Financial sent Michaels an executed waiver for the lock-up agreement. Michaels
did not initially inform Fresh Vine that he had obtained the waiver.
On February 25, 2022, the parties executed a separation agreement. The agreement
included, among other terms, a provision that required Fresh Vine and Michae ls to enter
into an amendment to the RSU agreement wherein Michaels would retain his RSUs, the
company would accelerate vesting of his RSUs upon execution of the separation
5
agreement, and Fresh Vine would deliver to Michaels his shares as soon as administratively
practicable following vesting. The separation agreement also included an integration
clause providing the separation agreement represented the entire agreement between the
parties “with respect to the subject matters provided for herein.” The separation agreement
did not discuss or incorporate by reference the lock-up agreement between Michaels and
Oak Ridge Financial.
On March 4, 2022, Michaels received his shares in Fresh Vine through an
intermediary company, Computershare Trust Company, N.A. The shares, however,
included a restrictive legend or “lock-up” legend reflecting the terms of the lock-up
agreement, which prevented Michaels from selling the shares until after June 10, 2022.
After receiving the shares and seeing the lock-up legend, Michaels contacted
Computershare and provided Computershare with a copy of the waiver of the lock-up
agreement that he received from Oak Ridge Financial. Computershare responded that it
would not remove the lock-up legend without instructions from Fresh Vine.
Michaels then contacted Fresh Vine about the situation. At the company’s request,
he provided a copy of the lock-up waiver to Fresh Vine’s chief financial officer (CFO) and
to its attorney. On March 7, 2022, Fresh Vine’s attorney initially communicated to
Michaels that the company was willing to send instructions to Computershare to remove
the lock-up legend and that it would prepare a letter to that effect. However, later that day,
the chairman of Fresh Vine’s board sent an email to the CFO questioning whether Fresh
Vine should provide such an instruction:
6
[Michaels] will be behind us one way or another. Here are my
candid thoughts on the matter . . . . [T]he only thing that scares
me is giving [Michaels] a million dollars only to break his
separation agreement if he always intended to do. Broke
[Michaels] or [Michaels] w/ $160k can only do so much.
Seven lawyer [Michaels] can do more . . . [.] I honestly don’t
think he will rescind the agreement, but if it really looks like
he will I’m fine with releasing his restriction if you want
to . . . . I would suggest that we negotiate with [Michaels] if
you decide to go down this direction. Allow him to sell enough
for taxes, but agree he cannot dump the rest immediately, but
over a mutually agreed upon schedule. Again I don’t feel we
should lift the restrictions but could be convinced. The
opposite position….if we could manage his disposition it might
not be a bad position as long as he kept to his [word] . . . . We
will WILL [get] past him!

Fresh Vine thereafter decided not to instruct Computershare to remove the lock-up legend.
As a result, the lock-up legend remained on Michaels’s shares, preventing him from selling
his shares until after June 10, 2022.
Michaels filed suit against Fresh Vine for, among other claims, breach of contract,
arguing that Fresh Vine’s inclusion of a lock-up legend and its refusal to direct
Computershare to remove the lock-up legend constituted a breach of contract resulting in
damages to Michaels. Fresh Vine moved for summary judgment on the breach-of-contract
claim at the conclusion of discovery. Michaels responded that Fresh Vine “breached its
implied contractual obligation not to interfere with or impede the release of the lock- up
restrictions from Michaels’s shares.” The district court denied the motion, concluding that
there was a genuine issue of material fact regarding whether such an implied contract was
formed. Further, the district court determined that the integration clause in the separation
7
agreement did not bar the admission of parol evidence regarding the existence of any such
collateral contract.
The case proceeded to a jury trial on the issue of whether there was a valid collateral
contract between Michaels and Fresh Vine and, if so, whether Fresh Vine breached the
contract. The jury heard testimony from Michaels, Michaels’s counsel who negotiated the
separation agreement, and a Fresh Vine board member. The district court also received a
number of exhibits including the lock-up agreement, the waiver of the lock-up agreement,
the separation agreement, and other relevant documents.
Michaels testified to his experiences negotiating the separation agreement, efforts
in obtaining the waiver of the lock-up agreement, and efforts in getting the lock-up legend
removed from his shares, as described above. Michaels further testified that when he sold
his shares in Fresh Vine after the lock- up legend expired, he made $433,520.43 after
commissions and charges. Michaels estimated, based on Fresh Vine’s stock price, that had
he been able to sell his stock in March 2022, he would have made $1,019,496.68; a
difference of $585,976.25.
Michaels’s counsel testified to the process of negotiating Michaels’s separation
agreement with Fresh Vine, as recounted above. His testimony included that Fresh Vine
communicated to him that Michaels would be responsible for obtaining a waiver to the
lock-up agreement from Oak Ridge Financial and that “no company approval was needed”
for a waiver. He also discussed the work he did to obtain a waiver of the lock-up agreement
from Oak Ridge Financial.
8
The Fresh Vine board member testified that the board approved Michaels’s
separation agreement. He testified that the board received and approved Michaels’s
separation agreement before any issue came up with the lock-up agreement. The board
member stated that he became aware of the waiver of the lock-up agreement that Michaels
received from Oak Ridge Financial. He further testified that the board decided not to
approve removal of the restrictions on Michaels’s shares because the board was concerned
about the potential impact to the company’s stock price if Michaels sold his shares prior to
the end of the lock-up period.
At the conclusion of Michaels’s case-in-chief, Fresh Vine moved for judgment as a
matter of law, arguing the existence of a collateral contract was precluded by the
parol-evidence rule, the separation agreement’s integration clause, and the lack of
consideration. The district court orally denied Fresh Vine’s motion from the bench. The
district court ruled that the parol-evidence rule did not bar the existence of a collateral
contract distinct from the separation agreement because the evidence suggested that the
lock-up agreement was not a part of the separation agreement. The district court also
rejected Fresh Vine’s argument that the integration clause in the separation agreement
precluded the collateral contract. Finally, the district court concluded that a jury could
reasonably find that there was consideration to support the collateral contract in the form
of Fresh Vine avoiding future legal disputes and “getting [Michaels] out of their hair.”
The jury returned a verdict in favor of Michaels in the amount of $585,976.25.
Following the verdict, Fresh Vine renewed its motion for judgment as a matter of law,
making the same arguments as it did in its initial motion. The district court denied Fresh
9
Vine’s motion, determining that it was “nearly identical” to Fresh Vine’s motion at trial.
In denying the post-trial motion, the district court adopted its reasoning from the previous
denial.
Fresh Vine appeals.
DECISION
Fresh Vine challenges the district court’s denial of its motion for judgment as a
matter of law against Michaels. A district court may grant a motion for judgment as a
matter of law against a party only if “there is no legally sufficient evidentiary basis for a
reasonable jury to find for that party” on the issue in question. Minn. R. Civ. P. 50.01(a).
Such a motion may be made at any time before submission of the case to the jury and may
be renewed after trial if, as was the case here, the initial motion is denied. Minn. R. Civ.
P. 50.01(b), 50.02.
“We review the district court’s denial of a motion for judgment as a matter of law
de novo, viewing the evidence in the light most favorable to” the nonmoving party.
Vermillion State Bank v. Tennis Sanitation, LLC, 969 N.W.2d 610, 618 (Minn. 2022). We
will “affirm the denial of a motion for judgment as a matter of law unless no reasonable
theory supports the verdict,” which “means that to reverse, the evidence must be so
overwhelming on one side that reasonable minds cannot differ as to the proper outcome.”
Id. at 618-19 (quotation omitted).
Fresh Vine argues that the district court erred in denying its motion for judgment as
a matter of law because the district court (1) considered parol evidence, (2) concluded that
a reasonable jury could find that a collateral contract existed that is separate and distinct
10
from the separation agreement, and (3) concluded that a reasonable jury could find that the
collateral contract was supported by consideration. 2 We consider each argument in turn
and conclude that none are availing.
I. The district court did not err when it considered parol evidence presented at
trial regarding the existence of a collateral contract.

The parol-evidence rule generally prohibits the admission of extrinsic evidence of
prior or contemporaneous oral agreements, or prior written agreements, that explain, vary,
contradict, or alter an unambiguous integrated writing. Alpha Real Est. Co. of
Rochester v. Delta Dental Plan of Minn., 664 N.W.2d 303, 312 (Minn 2003). As a result,
the district court cannot consider parol evidence of an oral agreement that contradicts the
terms of an integrated written agreement. Material Movers, Inc. v. Hill, 31 6 N.W.2d 13,
17 (Minn. 1982). But “[i]f it appears from the circumstances surrounding the case that the
parties did not intend the agreement to be a complete integration, th en parol evidence can
be used to prove the existence of a separate consistent oral agreement.” Alpha Real Est. ,
664 N.W.2d at 312. To do so, the separate agreement must (1) be collateral in form; (2) not

2 Fresh Vine also argues that the district court impermissibly raised the theory of an implied
collateral contract sua sponte when the district court denied Fresh Vine’s motion for
summary judgment. However, following the district court’s decision denying summary
judgment, Fresh Vine did not make this argument before the district court through a motion
for reconsideration or otherwise. And, when Fresh Vine moved for judgment as a matter
of law, it alleged that the district court raised this theory sua sponte but did not specifically
assign error to the action. As a result, the district court did not consider this argument.
Furthermore, Fresh Vine cites no legal authority to support this argument. Consequently,
we consider the argument forfeited. Thiele v. Stich, 425 N.W.2d 580, 582 (Minn. 1988)
(holding appellate courts do not consider arguments not “presented and considered by the
[district] court” (quotation omitted)), State v. Bursch, 905 N.W.2d 884, 889 (Minn. App.
2017) (explaining that an argument is forfeited if a party does not cite to, and analyze,
applicable law).
11
contradict any terms of the written contract, expressed or implied; and (3) be an agreement
that would not normally be expected to be included in the written agreement. Apple Valley
Red-E-Mix, Inc. v. Mills-Winfield Eng’g Sales, Inc., 436 N.W.2d 121, 124 (Minn. App.
1989) (quoting Taylor v. More, 263 N.W. 537, 539 (Minn. 1935)) , rev. denied (Minn.
Apr. 26, 1989). Whether a contract is fully integrated, barring the admission of parol
evidence, is a question of law. Maday v. Grathwohl, 805 N.W.2d 285, 287 (Minn.
App. 2011).
Fresh Vine argues that the district court erred by considering parol evidence
regarding the existence of a separate collateral agreement between Michaels and Fresh
Vine because the separation agreement contains an unambiguous integration clause. The
separation agreement, Fresh Vine argues, is therefore a fully integrated contract and parol
evidence cannot be considered to prove the existence of a collateral contract.
The integration clause in the separation agreement states,
This agreement constitutes the sole understanding of
[Michaels] and [Fresh Vine] with respect to the subject matters
provided for herein. No other agreements, covenants,
representations or warranties, expressed or implied, oral or
written, have been made by any party hereto to any other party
concerning the subject matters hereof. All prior and
contemporaneous conversations, negotiations, possible and
alleged agreements, representations, covenants and warranties
concerning the subject matters hereof are merged herein. This
agreement may not be modified, altered, or changed in any way
except by written agreement signed by [Michaels] and [ Fresh
Vine’s] duly authorized representative.

(Emphasis added.)
12
The district court determined that the integration clause did not bar consideration of
parol evidence to prove the existence of a collateral contract regarding waiver of the
lock-up agreement because the integration clause applies only to the subject matter of the
separation agreement and the separation agreement does “not mention the lock-up
agreement.” A plain reading of the integration clause supports the district court’s
determination. The integration clause states that this is a complete agreement “with respect
to the subject matters provided for herein.” And, as the district court noted, the lock-up
agreement is not one of the “subject matters provided for herein” because the separation
agreement does not mention the lock-up agreement between Michaels and Oak Ridge
Financial. Consequently, a collateral contract regarding the lock -up agreement under
which Fresh Vine agreed not to interfere with a waiver from Oak Ridge Financial would
not contradict the unambiguous terms of the separation agreement and the district court
could therefore consider parol evidence to prove the existence of such a collateral
agreement. See Material Movers, 316 N.W.2d at 17 (explaining that the district court
cannot consider parol evidence that contradicts the terms of an integrated written
agreement).
In the alternative, Fresh Vine argues that if the separation agreement’s integration
clause is ambiguous, the evidence at trial shows that the parties intended the separation
agreement to be fully integrated as to issues related to the lock-up agreement. Fresh Vine
asserts that the fact that the lock-up agreement repeatedly came up during negotiations
about the separation agreement and that the separation agreement and the lock-up
agreement both deal with “the Shares” demonstrates that the parties intended the separation
13
agreement to cover issues relating to the lock -up agreement. But viewing the facts in the
light most favorable to Michaels, even if the integration clause were ambiguous, the
parties’ intention to treat the separation agreement and lock-up agreement as separate
matters is demonstrated by the parties’ willingness to move forward with the separation
agreement without a waiver to the lock-up agreement as well as by the fact that Fresh Vine
was not a party to the lock-up agreement. This conclusion is supported by Fresh Vine’s
position during negotiation of the separation agreement that it had “no control over” the
lock-up agreement and that it would not be involved in Michaels’s efforts to obtain a waiver
of the lock-up agreement. As a result, the evidence supports the district court’s conclusion
that the parties’ integration clause did not extend to the lock-up agreement or related issues.
Therefore, the district court did not err in considering parol evidence regarding the
existence of a collateral contract under which Fresh Vine agreed to not interfere with or
impede the release of the lock-up restrictions on Michaels’s shares.
II. The district court did not err when it concluded that the evidence supported
the existence of a collateral contract.

Fresh Vine next challenges the district courts determination that the evidence
supported the existence of a collateral contract—one that is distinct from the separation
agreement. An enforceable collateral contract exists when the parties to a contract agree
to a separate contract that (1) is collateral in form, (2) does not contradict express or implied
provisions of the principal contract, and (3) is “one that [the] parties would not ordinarily
be expected to embody in the writing or . . . must not be so clearly connected with the
principal transaction as to be part and parcel of it.” Apple Valley Red-E-Mix, 436 N.W.2d
14
at 124 (quotation omitted). A collateral contract is “one requiring the performance of a
collateral act having no necessary relation to the main subject of the agreement.”
Bruggeman v. Jerry’s Enters., Inc., 583 N.W.2d 299, 302 (Minn. App. 1998) (quoting
Black’s Law Dictionary 294 (6th ed. 1994)), aff’d 591 N.W.2d 705 (Minn. 1999).
Fresh Vine argues that the third requirement for a collateral-contract test is not met
because the collateral contract found by the jury is too closely related to the separation
agreement. See Apple Valley Red-E-Mix, 436 N.W.2d at 124. We disagree.
Viewing the evidence in the light most favorable to Michaels, as we must, the
evidence supports that the parties entered into a collateral contract regarding the lock-up
agreement that is not so clearly connected to the separation agreement as to be part and
parcel of it. We reach this conclusion for the following reasons. First, the evidence shows
that the parties agreed to move forward with the separation agreement without regard to
whether Michae ls had obtained a waiver to the lock-up agreement, suggesting that
obtaining a waiver to the lock-up agreement had “no necessary relation to the main subject”
of the separation agreement. Bruggeman, 583 N.W.2d at 302 (quotation omitted). Second,
the separation agreement does not mention the lock-up agreement. Third, Fresh Vine was
not a party to the lock- up agreement. And both Fresh Vine and Michae ls agreed that the
lock-up agreement could be waived only by Oak Ridge Financial. Fourth, Fresh Vine told
Michaels on more than one occasion that it could not be involved in Oak Ridge Financial’s
decision to waive the lock-up agreement, demonstrating that Fresh Vine did not see a
provision regarding the lock-up agreement as appropriate or necessary to the separation
agreement. Together, this evidence supports the conclusion that the collateral agreement
15
found by the jury regarding waiver of the lock-up agreement is not one that would
ordinarily be included in the separation agreement between Fresh Vine and Michaels.
In sum, the district court did not err when it concluded that the evidence supports
the existence of a collateral contract in which Fresh Vine agreed not to interfere with
Michaels removing the restrictions on his shares put in place by the lock-up agreement.
III. The district court did not err when it determined that the jury could reasonably
find there was consideration to support the existence of an implied contract.

Finally, Fresh Vine argues that the district court erred in determining that a jury
could reasonably find that there was consideration to support the existence of an implied
collateral contract. Fresh Vine argues (1) there is no consideration, separate from the
separation agreement, to support the existence of an implied collateral contract and, in the
alternative, (2) any benefit it may have received was not bargained for. Michaels responds
that the evidence, when viewed in the light most favorable to Michaels, supports the district
court’s conclusion that Fresh Vine received the benefit of avoiding future legal claims and
concluding its relationship with Michaels.
All contracts require consideration to be binding. Cityscapes Dev., LLC v. Scheffler,
866 N.W.2d 66, 71 (Minn. App. 2015). “Consideration is something of value given in
return for a performance or promise of performance that is bargained for . . . .”
Deli v. Hasselmo, 542 N.W.2d 649, 656 (Minn. App. 1996), rev. denied (Minn. Apr. 16,
1996). We do not examine the sufficiency of consideration “as long as something of value
has passed between the parties.” Cityscapes 866 N.W.2d at 71 (quotation omitted). An
implied contract has the same essential terms as an express contract, but “it is not expected
16
that the elements of a[n implied] contract will be as vividly portrayed by the evidence as
[that of] an express contract.” Gryc v. Lewis , 410 N.W.2d 888, 89 1 (Minn. App. 1987)
(quoting High v. Supreme Lodge of World, Loyal Ord. of Moose, 298 N.W. 723, 725
(Minn. 1941)). However, “the simple fact of benefit without more does not impose
contractual liability.” Id. at 891-92 (emphasis omitted) (quotation omitted). Whether an
implied contract exists, including its terms and construction, “is a question for the trier of
fact.” Stubbs v. N. Mem’l Med. Ctr., 448 N.W.2d 78, 82 (Minn. App. 1989), rev. denied
(Minn. Jan. 12, 1990).
The district court determined that a jury could reasonably find that there was
consideration to support the existence of an implied collateral contract between Fresh Vine
and Michaels wherein Fresh Vine agreed not to interfere with Michaels obtaining a wavier
to the lock-up agreement. To support this conclusion, the district court highlighted the
email between the chairman of Fresh Vine’s board to the CFO discussing the potential
benefits of not interfering with Michaels obtaining a waiver to the lock-up agreement.
Based on this email, the district court determined that there was evidence to support that
Fresh Vine would receive the benefit of “avoiding future legal disputes” and “being done
with [Michaels]” if it did not interfere with Michaels obtaining a waiver to the lock-up
agreement.
3 Thus, the district court concluded there was evidence to support the presence
of consideration for the implied collateral contract between Fresh Vine and Michaels.

3 Fresh Vine argues that the email recognizing these benefits is irrelevant because it was
made after the implied collateral contract was formed, but a reasonable juror could
conclude that the email is indicative of Fresh Vine’s thinking prior to the formation of the
implied collateral contract.
17
Fresh Vine argues that the district court erred in concluding that there was
consideration for the collateral contract because the consideration identified by the district
court is not separate from the consideration for the separation agreement. See Deli,
542 N.W.2d at 656 (explaining that “[a] promise to do something that one is already legally
obligated to do does not constitute consideration”). Fresh Vine notes that the separation
agreement waives all legal claims and ends their relationship with Michaels , such that
district court erred in determining that those benefits could act as consideration for a
collateral contract. This argument is unconvincing.
While the separation agreement waived all legal claims Michaels may have had, it
also included a 15-day recission period during which Michaels could rescind certain
aspects of the separation agreement. This recission period had not lapsed when Michaels
requested that Fresh Vine remove the lock- up legend. Avoiding the rescission of the
separation agreement was identified as a benefit to cooperating with the waiver of the lock-
up agreement by the chairman of Fresh Vine’s board. Thus, a jury could reasonably
conclude that Fresh Vine acknowledged that by not interfering with the lock-up agreement
they would receive the benefit of avoiding the recission of the contract and, consequently,
future legal disputes. Furthermore, while the separation agreement may have ended
Michaels’s employment relationship with Fresh Vine, it did not end their relationship
altogether as Michaels still owned 251,851 shares of Fresh Vine stock. The removal of the
lock-up agreement would accelerate Michaels’s ability to sell his shares and conclude the
relationship, as desired by Fresh Vine. As a result, the district court did not err when it
18
concluded there was evidence of consideration for a collateral contract, separate from the
separation agreement.
In the alternative, Fresh Vine argues that the district court erred in determining that
there was adequate consideration because, according to Fresh Vine, there is no evidence
that any benefit received by Fresh Vine was the result of a bargained for promise between
the parties sufficient to support an implied contract. Our decision in Gryc is instructive in
addressing this argument. 410 N.W.2d 888 . In Gryc, the district court found that an
implied contract existed that required appellants to compensate respondent for land owned
by respondent that would be lost as the result of construction of a cul-de-sac that benefitted
appellants’ property. Id. at 890. Appellants contended that, although they benefitted from
the construction of the cul-de-sac, the evidence did not support that an implied contract
was formed. Id. at 891. We agreed with appellants that a benefit alone was not sufficient
to impose a contractual obligation but concluded that there was sufficient evidence, beyond
the benefit to appellant s, to demonstrate the existence of an implied contract. Id. at 892.
This evidence included that appellants were present for a discussion of the plan to
compensate respondent and did not object to the plan. Id. As a result, we held that an
implied contract existed, despite the absence of appellants’ express assent. Id. In reaching
this conclusion, we explained that “[w]hen an implied contract is relied upon as the basis
for legal relief and thus deduced from the circumstances, relationship and conduct of the
parties, it is not expected that the elements of a contract will be as vividly portrayed by the
evidence as by evidence of an express contract.” Id. at 891 (quotation omitted).
19
Like in Gryc, the record here does not reflect express consent to the collateral
contract at issue. But viewed in the light most favorable to Michaels, there is sufficient
evidence for a reasonable jury to find an implied contract regarding the release of the
lock-up restrictions from Michaels’s shares if Michaels could obtain a waiver from Oak
Ridge Financial. The record reflects that Fresh Vine knew that Michaels sought to be
relieved from the lock -up agreement and did not object. Fresh Vine communicated to
Michaels that it had no control over his lock-up agreement with Oak Ridge Financial. And
Fresh Vine told Michaels that if Michaels was “able to obtain a waiver of the lock-up
agreement, [Fresh Vine was] fine with vesting [the RSUs] as soon as possible.” When
Michaels provided the waiver of the lock-up agreement, Fresh Vine initially communicated
it would remove the lock-up legend from Michaels’s shares, suggesting it recognized that
it had agreed not to interfere with the release of the lock-up restrictions. Thus, like the
appellants in Gryc, the record supports that there was implied assent by the appellant
here—Fresh Vine. See id. at 891-92. And based on the benefits discussed above that Fresh
Vine would have received from not interfering, a jury could reasonably deduce that this
assent evinced an implied contract. See id. at 891 (explaining that an implied contract is
“deduced from the circumstances, relationship and conduct of the parties”). Therefore, the
district court did not err in determining that the evidence reasonably supported the
existence of consideration to support an implied collateral contract between Michaels and
Fresh Vine.
In sum, we conclude that the district court did not err in considering parol evidence
or by determine that any contract regarding the lock-up agreement was collateral to the
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separation agreement. We further conclude that the jury could reasonably have found that
there was consideration to support the existence of an implied collateral contract between
Michaels and Fresh Vine. Therefore, the district court did not err in denying Fresh Vine’s
motion for judgment as a matter of law.
Affirmed.