Bruber Financial Services, Inc. d/b/a Persolvent, 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This opinion is nonprecedential except as provided by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
A24-0850

Bruber Financial Services, Inc. d/b/a Persolvent,
Respondent,

vs.

Arux Software, Inc.,
Appellant.

Filed January 6, 2025
Affirmed
Cleary, Judge*

Hennepin County District Court
File No. 27-CV-22-11075

Todd Wind, Anne Rondoni Tavernier, W. Thomas Wheeler, Zachary S. McFarland, Erik E.
Money, Fredrikson & Byron, P.A., Minneapolis, Minnesota (for respondent)

Aaron Gott, Luke Hasskamp, Ruth Glaeser, Bona Law PC, Minneapolis, Minnesota; and

Faris Rashid, Taofikat Ninalowo- Olaofe, Greene Espel PLLP, Minneapolis, Minnesota
(for appellant)

Considered and decided by Slieter, Presiding Judge; Cochran, Judge; and Cleary,
Judge.

* Retired judge of the Minnesota Court of Appeals, serving by appointment pursuant to
Minn. Const. art. VI, § 10.
2
NONPRECEDENTIAL OPINION
CLEARY, Judge
Following the district court’s denial of appellant’s motion to dissolve a temporary
injunction, appellant argues the district court abused its discretion by determining that its
off-the-record guidance about the scope of the injunction did not constitute a changed
circumstance. Appellant also argues that the injunction violates antitrust law and public
policy, is improperly based on partnership law, and improperly requires appellant and
respondent to continue working together. We conclude that the district court did not abuse
its discretion by determining that the off-the-record guidance did not constitute a changed
circumstance and that the remaining arguments are not properly before us. We affirm.
FACTS
This case arises out of the fraying relationship between two business entities that
operate Eleyo, a software product that some Minnesota school districts use to manage
payment and registration for after-school and community- education programs. Appellant
Arux Software, Inc. developed and owns the software. In 2011, Arux licensed its software
to respondent Bruber Financial Services, Inc. d/b/a Persolvent. Under the licensing
agreement, Persolvent processed payments, marketed the software, and paid royalties to
Arux. In turn , Arux maintained the software and provided technical support. When the
licensing agreement was set to expire, Persolvent exercised an option to extend the
agreement until 2037.
By 2021, Arux and Persolvent’s relationship was strained. Arux contracted to sell
its software to the Minneapolis Parks and Recreation Board without using Persolvent as
3
the payment processing company, which led to arbitration that resolved in Persolvent’s
favor. Persolvent then sued Arux for developing a new version of the software and
independently marketing it to customers while withholding software updates from
Persolvent, alleging that Arux failed to meet its obligations under the parties’ agreements
and the partnership they formed through their joint commercialization of Eleyo.
Persolvent moved to enjoin Arux from competing with Eleyo. In April 2023, the
district court issued an order granting a temporary injunction (“original injunction”). The
district court found that Arux had “forged ahead with separately marketing its software,”
utilizing a different payment processing company and a different name. Based on the
district court’s determination that Persolvent could likely establish that it formed a
partnership with Aru x, the district court determined that Arux would have a duty not to
compete with Eleyo. The district court also found that Eleyo “cannot survive direct
competition from [Arux].” Accordingly, the district court enjoined Arux “from competing
directly with Eleyo.” Arux filed a notice of appeal of the original injunction order pursuant
to Minn. App. P. 103.03(b) and, the next day, moved to stay the temporary injunction
pending appeal.
A few months later, the district court issued an order amend ing the original
injunction (“injunction”). The district court acknowledged that the original injunction
“failed to address the ramifications of [Arux’s] dissociation” from the partnership. The
district court held that Arux had no underlying statutory duty not to compete because of its
dissociation. After considering new evidence about how Arux would be harmed by its
inability to compete, alongside its previous finding that “allowing [Arux] to com pete for
4
business with current Eleyo customers will mean an end to Eleyo,” the district court issued
the amended injunction “that treads the middle ground and frees [Arux] to market its
business to entities that are not current customers of Eleyo.” The injunction order read, in
part: “Defendant is temporarily enjoined from soliciting any current customers of the Eleyo
branded or marketed software or from taking any action that would undermine those
customers’ ability to continue to use and enjoy the Eleyo branded software.” It also
incorporated the memorandum attached to the order.
After the injunction issued, Arux stipulated to dismiss its appeal of the original
injunction order. No party appealed the injunction order.
In November 2023, Arux requested “the [district c]ourt’s confirmation that it does
not violate the temporary injunction if a customer [of Eleyo] unilaterally approaches Arux”
and purchases an Arux product. Instead of confirming, the district court offered guidance
to the parties (“the guidance”) that Arux would violate the injunction by selling its product
to a current Eleyo customer. While the judge delivered the guidance at an off-the-record
conference, the parties’ accounts of the judge’s statements were undisputed. According to
Arux, the then-presiding judge said that, under the injunction, solicitation included a
situation in which “a current Eleyo customer sought out Arux’s new software entirely of
its own volition.” Arux reported that the then-presiding judge suggested it “prepare a
‘script’ . . . to explain [to current Eleyo customers] that Arux could not conduct any new
business with them.” According to Persolvent, the judge said that the injunction “does not
allow ‘entertaining requests’ from Eleyo customers to switch” to the new Arux software,
and the judge “further stated that by creating . . . ‘Eleyo Customer Interest Forms,’ Arux
5
had made school districts the ‘lead dancer’ in Arux’s attempt to ‘dance around the
injunction.’” Shortly after the off-the-record conference, the then-presiding judge retired.
Arux moved to dissolve the injunction, arguing that the guidance transformed the
non-solicitation requirement into a noncompete requirement in violation of Minnesota
antitrust law. The Office of the Attorney General for the State of Minnesota (AGO) filed a
two-page letter in the case, urging the district court “to be mindful of . . . antitrust laws,
and the interests of the people of Minnesota in robust competition.” The AGO expressed
“no position on the facts underlying the instant dispute.”
After a hearing on the motion, the district court determined that the guidance was
not a change in circumstances that justifies dissolving the temporary injunction and denied
Arux’s motion.
Arux appeals.
DECISION
Arux challenges the district court’s denial of its motion to vacate the amended
injunction. We review a district court’s refusal to dissolve a temporary injunction for a
“clear abuse of discretion.” In re Amitad, Inc. , 397 N.W.2d 594, 596 (Minn. App. 1986)
(citing Foote v. City of Cosby, 306 N.W.2d 883, 884 (Minn. 1981)). A district court abuses
its discretion if its decision is against the facts in the record or misapprehends the law.
State ex rel. Swan Lake Area Wildlife Ass’ n v. Nicollet Cnty. Bd. of Cnty. Comm’rs, 799
N.W.2d 619, 625 (Minn. App. 2011). “We view the facts in favor of the party who
prevailed below.” Upper Midwest Sales Co. v. Ecolab, Inc., 577 N.W.2d 236, 240 (Minn.
App. 1998).
6
A district court may issue a temporary injunction “to preserve the status quo until
trial on the merits.” Metro. Sports Facilities Comm’n v. Minn. Twins P’ship, 638 N.W.2d
214, 226 (Minn. App. 2002), rev. denied (Minn. Feb. 4, 2002). Once issued, the injunction
may be modified or vacated if “the circumstances have changed and it is just and equitable
to do so.” Channel 10, Inc. v. Indep. Sch. Dist. No. 709, St. Louis Cnty., 215 N.W.2d 814,
829 (Minn. 1974). Changed circumstances include “(1) changes in operative facts,
(2) changes in the relevant decisional law, and (3) changes in any applicable statutory law.”
Jacobson v. County of Goodhue, 539 N.W.2d 623, 626 n.3 (Minn. App. 1995) (citing 11A
Charles Alan Wright, Arthur R. Miller & Mary Kay Kane, Federal Practice and Procedure,
§ 2961, at 402-03 (2d ed. 1995 )). This limitation ensures the stability of “continuing
injunctive relief based on adjudicated facts and law” while permitting courts to respond
when “significant changes in law or facts” turn an injunction “into an instrument of wrong.”
Sys. Fed’n No. 91, Ry. Emps.’ Dept., AFL-CIO v. Wright, 364 U.S. 642, 647 (1961).
To begin, we disagree with Arux’s assertion that the changed-circumstances
requirement is “not ‘strict’” and that a district court can dissolve an injunction “for
any . . . good reason.” Arux does not support this position with binding authority, instead
citing federal caselaw and a nonprecedential opinion by this court,
Bonanza Grain, Inc. v. Roverud Construction, Inc., No. C1-89-1315, 1989 WL 153820, at
*2 (Minn. App. Dec. 26, 1989). See Minn. R. Civ. App. P. 136.01, subd. 1(c) (stating that
nonprecedential opinions are “not binding authority”). In any event, Bonanza Grain is
inapposite because there, we considered a district court’s authority to modify an injunction
based on the enjoined party’s noncompliance. 1989 WL 153820, at *2. We did not consider
7
the situation presented here, in which an enjoined party preemptively asks for guidance
about whether certain conduct would violate an injunction and receives clarification from
the district court. 1 Therefore, we consider whether the district court abused its discretion
by finding no changed circumstances.
First, Arux argues that the injunction implicitly permitted it to accept business from
current Eleyo customers, so the district court’s guidance allegedly withdrawing that
permission constituted a changed circumstance. Arux points to the injunction’s language
“temporarily enjoin[ing] [Arux] from soliciting any current customers of . . . Eleyo.” Arux
contends that the injunction’s use of “solicit” prohibited only “active initiation or approach
on the seller’s part.” 2 And Arux claims that the injunction recognized Arux’s right to

1 Further, more recent federal caselaw and nonprecedential opinions by this court have
clarified that a district court must find changed circumstances before modifying or
dissolving an injunction. See Walker Prop. of Woodbury II, LLC v. City of Woodbury, No.
A10-940, 2010 WL 5156116, at *2-*3 (Minn. App. Dec. 21, 2010) (remanding for
additional findings on whether there was a “substantial change in circumstances” justifying
the dissolution of a temporary injunction); Ahmad v. City of St. Louis, 995 F.3d 635, 640
(8th Cir. 2021) (“Modifying or dissolving a preliminary injunction is proper only when
there has been a change of circumstances . . . that would render the continuance of the
injunction in its original form inequitable.” (quotation omitted)).
2 Arux relies on several cases holding that solicitation requires initiation on the seller’s
part. See, e.g., Miller v. Honkamp Krueger Fin. Servs ., Inc., 9 F.4th 1011, 1016-17 (8th
Cir. 2021) (noting that South Dakota narrowly construes its statutory exception allowing
non-solicitation as generally prohibiting contracts restraining profession, trade, or
business); Honeywell Int’l Inc. v. Stacey, No. 13-CV-3056, 2013 WL 9851104 (D. Minn.
Dec. 11, 2013) (noting multiple cases from various jurisdictions supporting its conclusion
that a non-solicitation contract term does not bar “merely accepting business” (quotation
omitted)). Arux also cites Minnesota statutes and rules that include seller-initiated conduct
as solicitation, Minn. Stat. § 325E.26 (2024) (personal solicitation using automatic
dialing-announcing devices); Minn. R. Pro . Conduct R. 7.3(a) (attorney solicitation of
clients) and exclude buyer-initiated contact from restrictions on solicitation, Minn. Stat.
§ 60K.46 (2024) (personal solicitation of insurance sales); Minn. Stat. § 325G.06 (2024)
(home-solicitation sales).
8
compete against Eleyo and permitted it to exercise that right, so long as it did not seek out
Eleyo customers.
Whether a prohibition on any sales to current Eleyo customers existed in the
injunction or emerged through the guidance is a question of contract interpretation.
Minnesota courts interpret an injunction consistent with its purpose, see
Ladwig v. Chatters, 623 N.W.2d 266, 267-68 (Minn. App. 2001), and avoid a construction
that “would render the injunction meaningless,” Electro-Craft Corp. v. Controlled Motion,
Inc., 332 N.W.2d 890, 904 (Minn. 1983). See also Stieler v. Stieler, 70 N.W.2d 127, 131-
32 (Minn. 1955) (explaining that a district court’s interpretation must give “full
effect . . . to that which is necessarily implied in the judgment, as well as to that actually
expressed therein.”). “We defer to a district court’s interpretation of its own order.”
LaChapelle v. Mitten, 607 N.W.2d 151, 162 (Minn. App. 2000). To the extent that an
injunction is unclear or ambiguous, the district court may clarify or interpret it.
Tarlan v. Sorensen, 702 N.W.2d 915, 919 (Minn. App. 2005).
Here, the district court determined that the guidance was “not a new interpretation
or expansion” of the injunction and thus not a changed circumstance. Rather, it held that
the guidance “clarif[ied] that the [parties’] conduct at the time of the conference did indeed
violate the terms of the injunction” and “reiterat[ed] . . . the purpose of the modified
injunction.”
Reading the amended injunction as a whole, we find adequate support for the district
court’s conclusion that the guidance did not change the injunction . The district court
explained that the purpose of the injunction was to “tread[] the middle ground” between
9
two findings: that Arux’s business would be at risk if Arux was completely constrained
from the market, and that “allowing [Arux] to compete for business with current Eleyo
customers will mean an end to Eleyo.” In light of that purpose, the district court determined
that permitting Arux “to market its business to entities that are not current customers of
Eleyo strikes a better balance.” It also allowed Arux “to engage[] in such limited
competition as described” but explicitly prohibited Arux from “soliciting” current Eleyo
customers. A prohibition on sales to current Eleyo customers is consistent with the limited
competition described in the injunction.
Moreover, the record reflects that the district court merely reiterated the injunction’s
purpose at the off- the-record conference. There, the district court stated that, by creating
“‘Eleyo Customer Interest Forms,’ Arux had made school districts the ‘lead dancer’ in
Arux’s attempt to ‘dance around the injunction.’” These facts, viewed in the light most
favorable to Persolvent, reveal the district court’s concern that Arux’s conduct undermined
the injunction’s purpose—to enable limited competition to preserve both Arux and Eleyo.
A party is not excused from complying with an injunction based on an interpretation that
“would render the injunction meaningless.” Electro-Craft, 332 N.W.2d at 904. We discern
no abuse of discretion in the district court’s determination that the clarification did not
change the injunction.
We acknowledge that the word “solicit” suggests that Arux was prohibited from
actively initiating sales to Eleyo customers. But in light of the injunction’s purpose,
Ladwig, 623 N.W.2d at 267, and the “great weight” we give “a district court’s construction
of its own ruling . . . on appeal,” Tarlan, 702 N.W.2d at 919, which applies even when the
10
district court interprets the order of a predecessor judge, see Johnson v. Johnson, 627
N.W.2d 359, 363-64 (Minn. App. 2001), rev. denied (Minn. Aug. 15, 2001), we discern no
abuse of discretion in the district court’s determination that the guidance merely clarified
the injunction.
Accordingly, we conclude that there was no change in circumstances that would
warrant reexamination of the injunction. The guidance merely clarified how the
injunction—which was based on adjudicated facts and law —would apply to Arux’s
proposal that it could sell to existing Eleyo customers who unilaterally reached out to it.
Arux has cited no caselaw in which a court has found that the interpretation of an injunction
satisfies the changed-circumstances requirement. And the supreme court has held that,
when a judgment is uncertain, the interpretation or clarification of that judgment “involves
neither an amendment of its terms nor a challenge to its validity.” Stieler, 70 N.W.2d at
131. Federal courts have applied a similar principle to a district court’s clarification of the
scope of an injunction. See Flavor Corp. of Am. v. Kemin Indus., Inc., 503 F.2d 729, 732
(8th Cir. 1974) (holding that a district court’s clarification of the scope of an injunction
was not a “modification” requiring a showing of changed circumstances). This principle
comports with the policy basis of the changed-circumstances requirement, as parties would
be unable to rely on the stability of injunctive relief based on adjudicated facts and law,
Wright, 364 U.S. at 647, if an injunction could be dissolved each time that the district court
clarified its meaning without modifying its scope.
Arux alleges three additional changed circumstances, but none of them change the
factual and legal basis for the injunction. First, Arux asserts that school districts now want
11
to buy its software. But the injunction contemplated that Arux’s new software would be
offered to school districts and imposed terms on those offers. Second, Arux points out that
the parties’ relationship has deteriorated, making the injunction “even less manageable.”
But litigation disputes over discovery issues and failed attempts to reach agreement do not
preclude Arux from continuing to provide technical support to Eleyo customers, as the
injunction requires. Finally, Arux claims that Persolvent changed its legal position about
an “ongoing partnership” duty not to compete, but Arux offers no legal support for its claim
that this is a sufficient change in operative facts or decisional law. In short, none of these
allegations represent changes in the adjudicated facts and law that warrant a dissolution or
further amendment of the injunction.
Because we discern no abuse of discretion in the district court’s
changed-circumstances determination, we affirm the district court’s denial of Arux’s
motion to dissolve the injunction. See Jacobson, 215 N.W.2d at 829 (stating that a district
court may vacate an injunction if circumstances change). We need not reach Arux’s
additional arguments related to antitrust principles and the legal basis for the injunction,
which it could have properly raised on direct appeal from the injunction within 60 days of
its entry, Minn. R. Civ. App. P. 103.03(b), 104.01, subd. 1.
Affirmed.