U.S. Holdings, Inc., 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This opinion is nonprecedential except as provided by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
A24-0795

U.S. Holdings, Inc.,
Respondent,

vs.

Williston Holding Company, Inc., et al.,
Appellants.

Filed February 10, 2025
Affirmed
Ede, Judge

Hennepin County District Court
File No. 27-CV-23-13999

Donald R. McNeil, Brian W. Varland, Elizabeth R. Scott, Heley, Duncan & Melander,
PLLP, Minneapolis, Minnesota (for respondent)

Jevon C. Bindman, Samuel L. Lacy, Jeremy D. F. Krahn, Maslon LLP, Minneapolis,
Minnesota (for appellants)

Considered and decided by Ede, Presiding Judge; Larkin, Judge; and Connolly,
Judge.
NONPRECEDENTIAL OPINION
EDE, Judge
In this appeal challenging the district court’s denial of their motion to dismiss for
lack of personal jurisdiction, appellants Williston Holding Company Inc. and Marcus Jundt
argue that the court erred by determining that it had personal jurisdiction over Jundt. In
particular, although Williston and Jundt no longer contest the district court’s personal
2
jurisdiction over Williston, they maintain that respondent U.S. Holdings Inc.’s claims do
not arise under the forum-selection clause of a subscription agreement and that Jundt was
not closely related to the dispute such that it was foreseeable that he would be bound by
the clause. We affirm.
FACTS
The following factual summary is based on the complaint, as well as the district
court’s memorandum and order denying Williston and Jundt’s motion to dismiss.
Consistent with applicable law, we take the facts alleged in the complaint as true.
U.S. Holdings is a corporation organized under the laws of North Dakota, with its
principal place of business in that state. U.S. Holdings’ sole owner and operator is Ryan
Visser.1 Williston is a corporation organized under the laws of Nevada that owns and
operates two restaurants in North Dakota. Jundt is the chief executive officer (CEO),
“chairman of the board and, directly or indirectly, majority/controlling shareholder of”
Williston.
Upon meeting Visser in late 2012 or early 2013 in North Dakota, Jundt represented
that he was a successful restaurant entrepreneur. Relying on this representation, Visser
caused U.S. Holdings to invest “a total amount of $600,750 in Williston.” Each time U.S.
Holdings invested in Williston, “it entered into securities purchase agreements,
subscription agreements, or other similar agreements.” The last investment U.S. Holdings
made was for the purchase of 400,000 shares in Williston “by way of a Subscriptio n

1 Ryan Visser is not party to this appeal.
3
Agreement, dated July 30, 2018.” The subscription agreement contains the following
forum-selection clause:
This Agreement shall be governed by and construed in
accordance with the laws of the State of Minnesota without
regard to the conflicts-of-law principles thereof. The venue for
any action hereunder shall be in the State of Minnesota,
whether or not such venue is or subsequently becomes
inconvenient, and the parties consent to the jurisdiction of the
courts of the State of Minnesota, County of Hennepin, and the
U.S. District Court, District of Minnesota. Accordingly, the
parties hereby submit to the process, jurisdiction and venue of
any such courts. Each party hereby waives, and agrees not to
assert, any claim that it is not personally subject to the
jurisdiction of the foregoing courts in the State of Minnesota
or that any action or other proceeding brought in compliance
with this Section is brought in an inconvenient forum.

Moreover, the subscription agreement specifies that U.S. Holdings would become a
shareholder in Williston.
In 2021, Visser learned of wrongdoing at one of Williston’s restaurants and
requested an accounting of the related damages. Jundt refused and told Visser that he would
not receive any other information about Williston. Although U.S. Holdings later requested
financial information about Williston, Jundt thwarted those efforts.
Two years later, U.S. Holdings filed a ten-count complaint in the Fourth Judicial
District Court (Hennepin County). As alleged, U.S. Holdings made specific claims against
both Williston and Jundt, as well as separate claims against Williston alone and Jundt
alone. Against both Williston and Jundt, U.S. Holdings asserted: count I (declaratory and
injunctive relief); count VI (unjust enrichment); count VII (promissory estoppel); and count
VIII (quantum meruit). Against Williston alone, U.S. Holdings asserted: count II (breach
4
of contract); count III (breach of the duty of good faith and fair dealing); and count V
(accounting). And against Jundt alone, U.S. Holdings asserted: count IV (breach of
fiduciary duty); count IX (fraud); and count X (negligent misrepresentation).
Williston and Jundt moved to dismiss the complaint under Minnesota Rule of Civil
Procedure 12.02(b), arguing that the district court lacked personal jurisdiction over them.
In a memorandum supporting their motion to dismiss, Williston and Jundt maintained that,
“[a]side from the allegation that [U.S. Holdings] and [Williston] entered into an agreement
stipulating that conduct-related disputes would be venued in Minnesota—which [U.S.
Holdings] has yet to produce— Minnesota is in no way implicated by this case.” U.S.
Holdings filed a memorandum in opposition to Williston and Jundt’s motion to dismiss,
attached a copy of the subscription agreement, and argued that the agreement required U.S.
Holdings to bring suit in Minnesota.
After hearing argument from the parties and taking the matter under advisement, the
district court filed an order denying Williston and Jundt’s motion to dismiss. Because the
district court decided that the subscription agreement is enforceable and that the claims
arise under the subscription agreement, it determined that Minnesota is the proper forum
and that it had personal jurisdiction over Williston and Jundt.
Although the district court’s analysis focused on determining that seven of the ten
counts alleged in the complaint arise under the subscription agreement, the court also
broadly reasoned that U.S. Holdings’ “claims are all premised on the rights conferred on
[it] by the subscription agreement.” The district court further determined that Jundt is a
closely related “third party because the claims against him relate to his role as CEO,
5
chairman of the board, and majority shareholder of” Williston. As a result, the district court
ruled that it was foreseeable that claims against Jundt would be governed by the forum-
selection clause. This appeal follows.2
DECISION
As mentioned above, although both Williston and Jundt appeal the district court’s
denial of their motion to dismiss, they no longer contest the district court’s exercise of
personal jurisdiction over Williston. 3 Rather, Williston and Jundt’s brief focuses on
whether the district court correctly determined that it has personal jurisdiction over the
claims U.S. Holdings has asserted against Jundt. Accordingly, our analysis addresses only
the district court’s determination that it has personal jurisdiction over those counts,4 and
we conclude that the court did not err in reaching that decision.

2 “Orders denying motions to dismiss are, generally, not appealable.” Stone v. Invitation
Homes, Inc., 986 N.W.2d 237, 246 (Minn. App. 2023), aff’d, 4 N.W.3d 489 (Minn. 2024).
But an order denying a motion to dismiss for lack of personal jurisdiction is immediately
appealable as a matter of right under Minnesota Rule of Civil Appellate Procedure
103.03(j) and Hunt v. Nevada State Bank, 172 N.W.2d 292, 300 (Minn. 1969).

3 Williston and Jundt do not explain why they are no longer challenging the district court’s
personal jurisdiction over Williston, instead stating only as follows in a footnote:
“Although both [Williston] and Jundt appealed from the [district court’s] order [denying
appellants’ motion to dismiss], [Williston] no longer contests personal jurisdiction.
Accordingly, [Williston and Jundt’s appellate] brief addresses only the district court’s
jurisdiction over Jundt.”

4 As explained in the facts section, U.S. Holdings has asserted the following claims against
Jundt: count I (declaratory and injunctive relief); count IV (breach of fiduciary duty); count
VI (unjust enrichment) ; count VII (promissory estoppel); count VIII (quantum meruit);
count IX (fraud); and count X (negligent misrepresentation).
6
“Whether personal jurisdiction exists is a question of law, which [appellate courts]
review de novo.” Bandemer v. Ford Motor Co., 931 N.W.2d 744, 749 (Minn. 2019)
(quotation omitted). “Personal jurisdiction refers to a court’s power to exercise control over
the parties in a case.” Young v. Maciora, 940 N.W.2d 509, 514 (Minn. App. 2020)
(quotation omitted), rev. denied (Minn. May 19, 2020). “The requirement that a court have
personal jurisdiction flows from the Due Process Clause of the Fourteenth Amendment to
the United States Constitution.” Husky Constr., Inc. v. Gestion G. Thibault, Inc., 983
N.W.2d 101, 107 (Minn. App. 2022) (quotation omitted), rev. denied (Minn.
Mar. 14, 2023). “The Due Process Clause . . . limits the ability of a state to exercise its
coercive power by asserting jurisdiction over non-resident defendants.” Bandemer, 931
N.W.2d at 749. “Due process is satisfied if a nonresident had sufficient ‘minimum contacts’
with the forum state, and maintaining the suit does not ‘offend traditional notions of fair
play and substantial justice.’” Young, 940 N.W.2d at 515 (quoting Int’l Shoe Co. v.
Washington, 326 U.S. 310, 316 (1945)). “Minnesota’s long-arm statute prevents personal
jurisdiction over a nonresident defendant if it would ‘violate fairness and substantial
justice.’” Bandemer, 931 N.W.2d at 749 (quoting Minn. Stat. § 543.19, subd. 1(4)(ii)
(2018)).
“Once a defendant challenges personal jurisdiction, the burden of proof is on the
plaintiff to show the jurisdiction exists.” C.H. Robinson Worldwide, Inc. v. FLS Transp.,
Inc., 772 N.W.2d 528, 533 (Minn. App. 2009). “When multiple parties are named as
defendants, personal jurisdiction must be established for each defendant.” Id. “At the
pretrial stage, a plaintiff need only make a prima facie showing of jurisdiction, and the
7
complaint and supporting evidence will be taken as true.” Id. “In doubtful cases, doubts
should be resolved in favor of retention of jurisdiction.” Id. at 534 (quotation omitted).
“Because personal jurisdiction is a matter of individual liberty, [a party can] consent
to the exercise of personal jurisdiction.” TRWL Fin. Establishment v. Select Int’l, Inc.,
527 N.W.2d 573, 578 (Minn. 1995). “This [can] occur by entering into a contract
containing a valid forum selection clause.” Id. “A third party may be bound by a forum-
selection clause where [the third party] is closely related to the dispute such that it becomes
foreseeable that [the third party] will be bound.” C.H. Robinson Worldwide, 772 N.W.2d
at 534 (quotation omitted).
“Whether a forum-selection clause applies is a question of law, which this court
reviews de novo.” Alpha Sys. Integration, Inc. v. Silicon Graphics, Inc., 646 N.W.2d
904, 907 (Minn. App. 2002), rev. denied (Minn. Oct. 15, 2002). “The decision to enforce
a forum-selection clause lies within the district court’s discretion and will not be disturbed
unless the clause is so unreasonable that its enforcement would be clearly erroneous and
against both logic and the facts on record.” C.H. Robinson Worldwide, 772 N.W.2d at 534
(quotation omitted).
Williston and Jundt assert that the district court erred by deciding to exercise
personal jurisdiction over Jundt based on the forum-selection clause because U.S.
Holdings’ claims against him “are not an ‘action hereunder’ within the scope of the
subscription agreement.”
5 We analyze first (A) whether U.S. Holdings’ claims against

5 Jundt does not otherwise argue that the forum-selection clause is unfair or unreasonable.
See Hauenstein & Bermeister, Inc. v. Met -Fab Indus., Inc., 320 N.W.2d 886, 890
8
Jundt fall under the subscription agreement and then consider (B) whether the district court
abused its discretion by deciding to enforce the forum-selection clause against Jundt.
A. U.S. Holdings’ claims against Jundt arise under the subscription
agreement.

In the complaint, U.S. Holdings alleges seven counts against Jundt. We conclude
that the scope of the subscription agreement—which encompasses “any action
hereunder”—extends to all counts U.S. Holdings has asserted against Jundt because those
claims are all premised on rights, benefits, and obligations conferred on Jundt and U.S.
Holdings by the agreement. See Alpha Sys. Integration, 646 N.W.2d at 908 (concluding
that, because the appellant’s allegations were all premised on a right afforded the appellant
by an agreement that contained a forum-selection clause, the allegations were governed by
the clause).
Through the subscription agreement, U.S. Holdings acquired Williston stock and—
per the express terms of the agreement —became a shareholder of Williston. In count I
(declaratory and injunctive relief), U.S. Holdings seeks declaratory judgment determining
that Williston has 3,073,139 outstanding shares, that U.S. Holdings holds 500,683 of those
shares (i.e., 16.29% of Williston’s outstanding shares), and that U.S. Holdings is entitled
to all the rights afforded a shareholder under applicable law, including the right to
production, inspection, and copying of Williston’s financial statements, corporate books,

(Minn. 1982) (“[W]hen the parties to a contract agree that actions arising from that contract
will be brought in a particular forum, that agreement should be given effect unless it is
shown by the party seeking to avoid the agreement that to do so would be unfair or
unreasonable.”).
9
and records. Williston and Jundt note that “count I does not mention Jundt’s name or
describe how his conduct is related to the remedy [U.S. Holdings] seeks” and that U.S.
Holdings instead asserts in count I that “a controversy exists between [U.S. Holdings], on
the one hand, and Williston . . . , on the other hand.” On that basis, Williston and Jundt
contend that count I “does not allege a cause of action against Jundt personally that arises
under the subscription agreement,” even if it does as to Williston. 6 But this argument
ignores U.S. Holdings’ incorporation of “the [complaint’s] previous allegations into [count
I,] as though fully set forth [t]herein.” Those allegations include that Jundt is the CEO,
chairman of the board, and majority shareholder of Williston.
In that connection, U.S. Holdings alleges in count IV (breach of fiduciary duty) that
Jundt owes fiduciary obligations of good faith, loyalty, fair dealing, due care, and candor
to Williston and its shareholders— including U.S. Holdings—because of his role as CEO,
chairman of the board, and majority shareholder of Williston. And U.S. Holdings asserts
that Jundt breached his fiduciary obligations by, among other things, acting “out of avarice
and self-interest” in: causing Williston to fund his extravagant li festyle; improperly
denying or diminishing U.S. Holdings’ ownership interest in Williston; and making
Williston improperly issue him and his friends additional shares for no consideration,
which resulted in a dilution of the value of U.S. Holdings’ shares.

6 Although they have not specifically conceded that count I arises under the subscription
agreement, we note that—as discussed above —Williston and Jundt no longer contest the
district court’s exercise of personal jurisdiction over Williston as to count I.
10
Similarly, U.S. Holdings asserts in count IX (fraud): that Jundt falsely represented
to U.S. Holdings that if it invested, Williston would use U.S. Holdings’ investment funds
for the operation and expansion of Williston’s business; that Jundt did not disclose to U.S.
Holdings that he would use U.S. Holdings’ investment funds to pay for his extravagant
personal lifestyle rather than operating and expanding Williston’s business; that Jundt’s
representations and omissions were knowingly false, fraudulent, and intended to induce
U.S. Holdings’ reliance in making investments in Williston; and that U.S. Holdings
reasonably and in good faith relied on Jundt’s false representations and omissions to U.S.
Holdings’ detriment by investing in Williston.
Count I (declaratory and injunctive relief), count IV (breach of fiduciary duty), and
count IX (fraud) are all actions under the subscription agreement. “[A] majority or
controlling shareholder owes a fiduciary duty to the corporation or its other shareholders.”
Advanced Commc’n Design, Inc. v. Follett , 615 N.W.2d 285, 293–94 (Minn. 2000).
Count I concerns the amount of Williston shares held by U.S. Holdings and a declaration
of U.S. Holdings’ shareholder rights— determinations that are necessarily “related to the
relationship between the parties created by the” subscription agreement, Gander Mountain
Co. v. Lazard Middle Mkt., LLC, No. A11-0221, 2012 WL 118236, at *3 (Minn. App. Jan.
17, 2012).
7 This includes the majority-minority shareholder relationship between Jundt and
U.S. Holdings, of which the subscription agreement is an inextricable part. Count IV
likewise relates to the asserted breaches of fiduciary obligations owed by Jundt to U.S.

7 Consistent with Minnesota Rule of Civil Appellate Procedure 136.01, subdivision 1(c),
we cite this nonprecedential opinion only as persuasive authority.
11
Holdings because of U.S. Holdings’ shareholder status, which again is established by the
express terms of the subscription agreement. And count IX deals with U.S. Holdings’ claim
that Jundt employed fraud to induce U.S. Holdings’ investment in Williston under the
subscription agreement.
In count VI (unjust enrichment), U.S. Holdings alleges that Williston and Jundt
received a benefit from U.S. Holdings —investments “based upon [Williston and Jundt’s]
representations that the investments would be used for the operation and business of
Williston.” U.S. Holdings makes a similar allegation in count VIII (quantum meruit),
asserting that it had conferred many benefits on Williston and Jundt—including by
investing in Williston —and that U.S. Holdings has not received any dividends or
distributions from its investment. Because these counts concern the benefits that U.S.
Holdings afforded Williston and Jundt through the purchase of shares via the subscription
agreement, both counts VI and VIII arise under the subscription agreement.
Turning to count VII (promissory estoppel), U.S. Holdings claims that appellants
made clear and definite promises to it, including that U.S. Holdings’ investments would be
used for the operation and expansion of Williston’s business rather than for “funding
Jundt’s extravagant personal lifestyle.” U.S. Holdings further asserts that Williston and
Jundt intended to induce U.S. Holdings to rely on their promises, that U.S. Holdings
reasonably and in good faith did so rely, and that appellants have not fulfille d those
promises. In other words, this count relates to the promises Williston and Jundt made to
U.S. Holdings—and on which U.S. Holdings relied—when U.S. Holdings invested in
12
Williston through the subscription agreement. Count VII is therefore an action under the
subscription agreement as well.8
Lastly, in count X (negligent misrepresentation), U.S. Holdings asserts that “Jundt,
in the course of his business, had a duty to [U.S. Holdings] and supplied information to
[U.S. Holdings] for guidance . . . in a business transaction,” but the information was false,
“Jundt failed to exercise reasonable care or competence in obtaining or communicating the
false information,” and U.S. Holdings “reasonably and in good faith relied, to its detriment,
on the false information provided by Jundt.” The complaint does not define “a business
transaction” and there is some suggestion that count X might relate to an investment
project, discussed elsewhere in the complaint, that does not concern the subscription
agreement. But, as noted above, we resolve doubts in favor of retaining jurisdiction. C.H.
Robinson Worldwide, 772 N.W.2d at 534. Because U.S. Holdings’ purchase of Williston
stock through the subscription agreement was also a business transaction involving Jundt,
we conclude that count X is an action under the subscription agreement.

8 Although Williston and Jundt have abandoned any challenge to the district court’s
exercise of personal jurisdiction over Williston as to count VI (unjust enrichment), count
VII (promissory estoppel), and count VIII (quantum meruit), they nonetheless argue that
those counts allege equitable claims that do not arise under the subscription agreement and
are available only in the absence of an enforceable contract. In support of this argument,
appellants cite U.S. Fire Ins Co. v. Minn. State Zoological Bd. , 307 N.W.2d 490, 497
(Minn. 1981), for the proposition that “equitable relief cannot be granted where the rights
of the parties are governed by a valid contract.” We are not persuaded. U.S. Fire Ins. is
distinguishable because, in that case, the parties’ contract specifically provided for
remedies if one party defaulted. 307 N.W.2d at 493. By contrast, the subscription
agreement here does not set forth the remedies available to U.S. Holdings for any action
thereunder. Moreover, in Alpha Sys. Integration, we concluded that appellant’s claims,
including unjust enrichment, fell within the purview of a forum-selection clause in a valid
contract. 646 N.W.2d at 908.
13
Having decided that all claims that U.S. Holdings has asserted against Jundt fall
under the subscription agreement, we now review the district court’s decision to enforce
the forum-selection clause against Jundt.
B. The district court did not abuse its discretion in deciding to enforce the
forum-selection clause against Jundt.

As discussed above, “[a] third party may be bound by a forum-selection clause
where [the third party] is closely related to the dispute such that it becomes foreseeable that
[the third party] will be bound.” C.H. Robinson Worldwide, 772 N.W.2d at 534 (quotation
omitted). We conclude that the district court did not abuse its discretion in deciding to
enforce the forum-selection clause against Jundt. The district court correctly ruled that
Jundt is so closely related to the dispute that it was foreseeable that he would be bound by
the forum-selection clause set forth in the subscription agreement.
Our decision in C.H. Robinson Worldwide is instructive. In that case, a corporation
sued eight former employees and their new employer. Id. at 532–33. Three former
employees had signed confidentiality and nondisclosure agreements that contained a
forum-selection clause; two former employees signed agreements that contained choice-
of-law provisions but did not require the employees to consent to the jurisdiction of
Minnesota courts. Id. at 533–34. On appeal from the district court’s denial of the
nonresident defendants’ motion to dismiss, this court affirmed, relying on Medtronic, Inc.
14
v. Endologix, Inc., 530 F. Supp. 2d 1054 (D. Minn. 2008), as persuasive authority. 9
Id. at 535–39.
In Medtronic, an employer (Medtronic) sued two former employees and their
current employer in Minnesota state court, alleging a violation of employment agreements
by “soliciting their former Medtronic clients on behalf of” their new employer.
530 F. Supp. 2d at 1055. The new employer removed the action to the United States District
Court for the District of Minnesota. Id. at 1056. Medtronic argued that the action must be
remanded to state court because of the forum -selection clauses in the former employees’
employment agreements. Id. Even though the new employer was not a party to the
employment agreements, the federal district court ruled for Medtronic, reasoning:
There can be little doubt that Endologix is “closely related” to
the dispute between Medtronic and [the former employees].
Indeed, it was Endologix’s employment of [the former
employees]—while it was fully aware of the employment
agreements and, hence, the forum-selection clauses—and [the
employees’] subsequent solicitation of Medtronic clients on
behalf of Endologix that gave rise to this action; this caused
not only [the former employees] to be sued, but also caused
Endologix to be sued in the same case. Moreover, all of the
Defendants clearly share a common interest in this action: the
right of [the former employees] to solicit their former
Medtronic customers on behalf of their new employer,
Endologix. Indeed, were Endologix’ s interests not so closely
aligned with [the former employees’] interests, they could not
be represented by the same counsel in this action.

Id. at 1056–57 (citations omitted).

9 “Although we are not bound to follow precedent from other states or federal courts, these
authorities can be persuasive.” N.H. v. Anoka -Hennepin Sch. Dist. No. 11, 950 N.W.2d
553, 563 (Minn. App. 2020) (quotation omitted).
15
In C.H. Robinson Worldwide, we relied on Medtronic to conclude that the “district
court’s findings support a conclusion that those appellants who were not parties to the
[confidentiality and noncompetition agreements] were sufficiently closely related to the
dispute to be bound by them.” 772 N.W.2d at 535. We further reasoned that the new
employer and two former employees knowingly sought to solicit the three other former
employees despite the confidentiality and noncompetition agreements. Id. In reaching our
decision, we also pointed to the district court ’s finding that the former employees and the
new employer were represented by a common attorney and shared “a common interest in
asserting that neither improper use of [the former employer’s] information nor improper
solicitation of [the former employer’s] customers occurred.” Id. Based on the above, we
concluded that the nonparty appellants were “closely related to the dispute such that it
bec[ame] foreseeable that they would be bound by the clauses.” Id. at 536 (quotation
omitted).
Like the parties in C.H. Robinson Worldwide, Williston and Jundt were represented
by a common attorney in the district court. Williston and Jundt also share a common
interest in asserting that neither of them engaged in any wrongdoing against U.S. Holdings.
Assuming the facts alleged in the complaint are true—as we must, see id. at 533—Williston
and Jundt undertook a concerted effort to induce U.S. Holdings to invest in Williston and
to use those funds to support Jundt’s lifestyle. Williston and Jundt’s concerted efforts to
secure investments from U.S. Holdings resulted in U.S. Holdings initiating this lawsuit not
only against Williston but also against Jundt. And at the time of U.S. Holdings’ investment
in Williston through the time of the allegations in the complaint, Jundt has been the CEO,
16
chairman of the board, and majority/controlling shareholder of Williston. Given the facts
before us, we conclude that the district court did not abuse its discretion in determining that
Jundt was so closely related to the dispute that it became foreseeable that he would be
bound by the forum-selection clause set forth in the subscription agreement.
In sum, because U.S. Holdings’ claims against Jundt arise under the subscription
agreement and the district court did not abuse its discretion in deciding to enforce the
forum-selection clause against Jundt, the court did not err in ruling that it has personal
jurisdiction over Jundt. Thus, we affirm the district court’s denial of Williston and Jundt’s
motion to dismiss for lack of personal jurisdiction.10
Affirmed.

10 Based on our conclusion, above, we decline to address Williston and Jundt’s additional
argument that no other basis for personal jurisdiction exists.