The CastleRock Group, 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This opinion is nonprecedential except as provided by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
A24-0995

The CastleRock Group, LLC, et al.,
Appellants,

vs.

Ryan Litfin, et al.,
Respondents.

Filed June 16, 2025
Affirmed in part, reversed in part, and remanded
Ross, Judge

Hennepin County District Court
File No. 27-CV-21-7226

John R. Neve, John Hayden, Quantum Lex PA, Minneapolis, Minnesota (for appellants)

Justice Ericson Lindell, Mihajlo Babovic, Greenstein Sellers PLLC, Minneapolis,
Minnesota (for respondents)

Considered and decided by Bratvold, Presiding Judge; Ross, Judge; and Cleary,
Judge.
∗
NONPRECEDENTIAL OPINION
ROSS, Judge
Two of the owners of a limited liability company accused the other two owners of
breaching their fiduciary duty and conversion for having allegedly transferred the

∗ Retired judge of the Minnesota Court of Appeals, serving by appointment pursuant to
Minn. Const. art. VI, § 10.
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company’s interest in real estate to benefit themselves. Midway through trial, the accused
owners successfully moved for judgment as a matter of law for lack of damages evidence.
Because the district court correctly determined that the plaintiff owners generally failed to
prove damages, we affirm in part. But we reverse in part and remand for a new trial because
they introduced trial evidence on which a fact- finder could, to a limited extent, determine
damages.
FACTS
This case arose from the disintegration of a business arrangement between four
men—Luke Adrian, John Kastl, Ryan Litfin, and Dale Francis —who owned The
CastleRock Group LLC. CastleRock is the parent company owning all of the shares in
three other limited liability companies: East West Global (EWG), a hedge-fund-related
business that Adrian managed; Vincent Real Estate Group (VREG), a real -estate-
investment business that Litfin and Francis managed; and Vincent Financial, an insurance
agency. The relevant facts as we have construed them given a muddled record are as
follows.
CastleRock hosted seminars at country clubs to solicit high-value clients to invest
in the three subsidiary companies, and, based on trial evidence, it came to own about a half
interest in three properties through VREG’s shares in other holding companies: Urbana
Place Senior Living, Vincent Rogers Apartments, and Lake Jonathan Flats (together, the
“disputed properties”). Some evidence also suggested that Litfin and Francis, the
respondents in this appeal, transferred control of th ose properties from VREG to another
company controlled by Litfin and Francis in November 2018 without Adrian’s or Kastl’s
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agreement. CastleRock sued Litfin and Francis on behalf of VREG, EWG, and Vincent
Financial. We refer to CastleRock, VREG, EWG, and Vincent Financial collectively as the
appellants. Appellants’ complaint alleged that respondents breached their fiduciary duties
owed to VREG by funneling business opportunities to other entities controlled by
respondents, retaining the profits for themselves. They also alleged that the transfer
constituted conversion of company profits. The complaint asked for relief in the form of
money damages, interest, a constructive trust, costs and disbursements, and “other and
further relief as the Court deems just and proper under the circumstances.”
Appellants changed counsel in April 2023 and moved to continue the trial and
extend discovery, explaining that “no substantial documents appear to have been produced
nor do any depositions appear to have been taken in this lawsuit.” The district court granted
their trial-continuance request but refused to extend discovery. During the three-day jury
trial, all four business partners testified and the district court admitted into evidence dozens
of exhibits.
Testimony focused on how the disputed properties had been funded. Adrian testified
that EWG mostly funded CastleRock and that CastleRock in turn paid salary obligations
and did “literally everything to market” the disputed properties. H e acknowledged that
VREG collected management fees totaling about $250,000 from investments into the
disputed properties and then transferred that revenue to CastleRock. Kastl likewise implied
that appellants had paid a considerable amount to solicit investments into the disputed
properties, offering a spreadsheet showing spending on promotional materials.
4
The trial evidence conflicted as to how the disputed properties fit in CastleRock’s
business structure. Appellants provided evidence that having the disputed properties
allowed the business to sell ownership interests and that VREG could profit from
investment-management fees as well as the eventual sale of the properties. Kastl testified
that VREG had contributed “hugely” to the disputed properties and owned the land. He
said that the land had increased in value “overnight” when it was converted to commercial
property and opined that “we” are entitled to the appreciated value. Francis testified in
contrast that VREG in this context served only to raise investment fees to go to CastleRock,
implying that VREG did not have a valuable ownership interest in the disputed properties.
The respondents highlighted documentary evidence that suggested that Adrian and Kastl
had the opportunity to individually invest in two of the disputed properties, just as
respondents asserted they had done.
The district court received valuation and sale evidence about the disputed properties.
Appellants submitted personal balance sheets from Francis dated December 1, 2019, and
May 1, 2020, representing the value of real-estate projects that he had an interest in,
including the disputed properties. These balance sheets appear to assign values to the three
disputed properties with columns for “assets,” “liabilities,” and “equity.” They provided a
personal balance sheet from Litfin dated February 19, 2020, reflecting the same figures for
the disputed properties as Francis. The financial statements provided what respondents
claimed to be their personal equity share in each of the properties, reflecting that they each
had between 6 % and 11% ownership in them . Francis testified that Vincent Rogers and
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Lake Jonathan were sold in 2021. He testified that Urbana had not been sold and that it was
worth significantly less at the time of trial because of the effect of the Covid-19 pandemic.
Respondents moved for judgment as a matter of law after the appellants completed
their case in chief, arguing that appellants had failed to offer sufficient evidence of
damages. The district court granted the motion. It reasoned that appellants’ claim of lost
profits was at most speculative and conjectural and concluded that they therefore had failed
to prove damages.
The appellants moved for a new trial and filed a notice of appeal that we dismissed
as premature. They argued in support of their new-trial motion that the district court
erroneously failed to consider various damages theories and that equitable relief was still
available. The district court denied the motion. This appeal follows.
DECISION
Appellants offer two categories of argument in this appeal addressing the district
court’s denial of their new-trial motion and its grant of the respondents’ motion for
judgment as a matter of law (JMOL). The first regards monetary damages and the second
regards equitable relief. Regarding monetary damages, they argue that the district court
erred by considering only lost profits as their potential damages when trial evidence could
have supported damages based on the value of the disputed properties at the time they were
transferred away. They alternatively argue that contributions made to the disputed
properties from EWG to CastleRock, and CastleRock’s paying for promotional materials
used to help find buyers to invest in the disputed properties, presents another basis to award
damages. And they argue that their breach- of-fiduciary-duty claim should allow them
6
equitable relief, such as a constructive trust or an equitable accounting. We address each
argument in turn.
I
Appellants contend that the district court erroneously granted respondents’ JMOL
motion. A party may obtain JMOL after an opposing party has been fully heard on an issue
at trial and there is no legally sufficient evidentiary basis for a reasonable jury to find for
that party. Minn. R. Civ. P. 50.01(a). We review de novo a district court’s grant of JMOL,
considering the evidence submitted in a light most favorable to the nonmoving party and
making an independent determination whether there is sufficient evidence to present a fact
issue to the jury. See Vermillion State Bank v. Tennis Sanitation, LLC, 969 N.W.2d 610,
618 (Minn. 2022); Jerry ’s Enters., Inc. v. Larkin, Hoffman, Daly & Lindgren, Ltd., 711
N.W.2d 811, 816 (Minn. 2006). The district court should grant JMOL only if the evidence
favoring the moving party is so overwhelming that reasonable minds could not differ on
the outcome. Vermillion State Bank, 969 N.W.2d at 619. But in a circumstance as the
district court faced here, determining “whether damages are too speculative or remote
should usually be left to the judgment of the trial court.” Bryson v. Pillsbury Co., 573
N.W.2d 718, 722 (Minn. App. 1998) (quotation omitted) (reviewing a district court’s
granting of summary judgment on the issue of damages); see Peterson v. W. Nat’l Mut. Ins.
Co., 946 N.W.2d 903, 911 (Minn. 2020) (comparing the standards of review for an appeal
from a summary-judgment motion with a JMOL motion). We analyze the district court’s
judgment under this standard.
7
Appellants argue that the district court should not have limited its damages analysis
to lost profits. The district court reasoned that the appellants’ damages evidence would
require the jury to speculate to find in their favor. Although d amages that are remote or
speculative are not recoverable, there is no simple test to determine whether damages are
too remote or speculative. Jackson v. Reiling, 249 N.W.2d 896, 897 (Minn. 1977). A
plaintiff need not prove a loss with mathematical precision, but must produce evidence
supporting at least a “reasonable basis” on which a jury could approximate an amount.
Leoni v. Bemis Co., 255 N.W.2d 824, 826 (Minn. 1977). Appellants argue that a proper
determination of damages is the value of their ownership shares in the disputed properties
“at or near the time” they were transferred from VREG to another entity. See Bloomquist
v. First Nat’l Bank of Elk River, 378 N.W.2d 81, 86 (Minn. App. 1985) (stating that the
measurement of damages for conversion is the fair market value at the time of conversion),
rev. denied (Minn. Jan. 31, 1986). We conclude that, accepting this method of determining
damages as proper, damages measured by the value of the disputed properties at the time
they were transferred away would still allow only for an unduly speculative damages award
for the reasons below.
Appellants would have us assume that the operating agreements setting forth
VREG’s purportedly 50% ownership in the holding companies for the disputed properties,
considered along with the respondents’ balance sheets, allow for a reasonably definite
dollar value to determine damages. But even construing this evidence in a light most
favorable to appellants, speculation would be necessary to find damages. It is true that
testimony could support the conclusion that VREG had valuable equity in the disputed
8
properties before the transfer. And the operating agreements of the businesses controlling
the disputed properties paired with testimony could suggest that, at least at that time, VREG
had a roughly 50% ownership interest in each of these properties through holding
companies. But even so, relying on the respondents’ balance sheets to determine a damages
award faces two obstacles.
The first is that uncontested testimony of respondents and Kastl reveals that the
value of these real-estate-development projects is volatile, and the personal balance sheets
are dated more than a year after the alleged transfer. A document submitted at trial outlines
the complex and evolving ownership structure of real-estate projects under VREG over
time, requiring input of multiple variables—which were not submitted into evidence. The
evidence also indicates that, at the time of transfer, building permits had not yet been pulled
and bank loans had not been received on at least two of the disputed properties. Appellants
contend that they “are not bound by the decisions and expenses Respondents made for the
Properties after they were taken.” But this contention highlights the difficulty: because of
actions that respondents might have taken between the transfer (November 2018) and the
creation of the balance sheets (the first being December 2019), applying those balance
sheets to the time of the transfer would necessarily require a jury to speculate to arrive at a
damages award. The only precedential case the appellants rely on to support their argument
that an outdated valuation may nevertheless support a valid damages award, Johnson v.
Johnson, 277 N.W.2d 208, 210–11 (Minn. 1979), does not involve the complex investment
arrangement involved here. Nor does it involve a multi-million-dollar real-estate-
9
development project where valuations can change rapidly depending on uncertain
variables.
The second obstacle is the lack of clarity as to which column on the different balance
sheets the jury should use to value appellants’ purported 50% interest in the disputed
properties. Appellants offered no clear testimony or other evidence establishing how the
jury should interpret the balance sheets. On appeal they suggest that their alleged 50%
interest should be applied to the “assets” or “total assets” column. But it is not clear that
this should be so. The balance sheets include columns designating “liabilities” or “total
liabilities” resulting in “current value” or “total value” if liabilities are subtracted from
assets. And next to the value column is another, designating “equity,” which the
respondents testified at trial represented the amount that they personally contributed for the
properties.
Appellants offer that they should be awarded fair market value of the properties at
the time they were transferred, reflected in the “total assets” column. See Bloomquist, 378
N.W.2d at 86. But the jury did not have sufficient information to use this column because
liabilities may need to be subtracted to value real -property interests, see Johnson, 277
N.W.2d at 213, and appellants provided no clear evidence concerning their liabilities or the
lack of liabilities related to these properties. If appellants were not burdened by liabilities,
earning the assets-column value would result in a windfall. Further highlighting the
difficulty the jury would face without clear evidence, appellants suggest that the jury could
also estimate their damages based on the figures in the “equity” column if the jury
disbelieved respondents’ testimony that these figures represented the value of their
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individual ownership in the disputed properties. But this approach would leave the jury to
puzzle over whether the interest in those properties had been diluted to the 6– 11% equity
shown in the balance sheets. And if the jury instead believed Litfin’s testimony suggesting
that he and Francis each separately made the same equity contributions, they would then
have to decide, without adequate guidance, whether the total equity percentage for each
property was in fact 12–22%. The various permutations could swing a damages award
millions of dollars in either direction. The evidence presented in the appellants’ case in
chief left the jury no reasonable way of knowing how to interpret the balance sheets.
Appellants’ damages arguments based on the respondents’ balance sheets fail.
Appellants unconvincingly contend that the jury could have based damages on the
fundraising costs they incurred acquiring the disputed properties. Compensatory damages
are available for a breach-of-fiduciary-duty claim as appellants made here. Evans v. Blesi,
345 N.W.2d 775, 780 (Minn. App. 1984). While respondents suggest that this issue is not
properly before us, the record informs us otherwise. Appellants made compensatory-
damages arguments to the district court implicitly at trial through testimony, and they
presented the argument expressly in their new-trial motion. Adrian testified that EWG
brought “just over [$]2.2 million” into CastleRock. But the trial evidence suggested that
CastleRock was a large business that had many expenses, including office space and
personnel, and the appellants presented no evidence showing what portion of EWG’s $2.2
million flowed to support the disputed properties. The jury again would be left to speculate
to determine damages. The same analysis applies for Kastl’s $100,000 buy-in and the labor
he provided CastleRock, also argued by appellants as a damages metric.
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Appellants argue that the district court invaded the jury’s province in its damages
determination. They cite the model jury instructions on damages to support this contention:
“A party asking for damages must prove the nature, extent, duration, and consequences of
his or her (injury)(harm). You must not decide damages based on speculation or guess.”
4A Minnesota Practice, CIVJIG 90.15 (2014). The jury-instruction guides, though helpful,
are not themselves the law. State v. Garza, 3 N.W.3d 18, 21 (Minn. App. 2024). And in
any event, appellants’ argument overlooks the “Use Note” to the proposed instruction,
which states, “The question of whether damages are too remote or speculative to be
submitted to the jury is a question of law for the trial court.” CIVJIG 90.15 use note. As
we have explained, the district court correctly concluded that most of the appellants’
damages theories were too speculative to reach the jury.
Appellants suggest that the jury could still grant them lost profits even if the result
would be speculative. They cite Janigan v. Taylor, 344 F.2d 781 (1st Cir. 1965), and Est.
of Jones by Blume v. Kvamme, 449 N.W.2d 428 (Minn. 1989), to support this argument.
But in each case, the district court still had a reliable damages metric—a purchase and sale
price. Janigan, 344 F.2d at 783; Est. of Jones, 449 N.W.2d at 430. By contrast here, no
trial evidence showed the sale price of the disputed properties.
Appellants also maintain that the district court “improperly penalized” them for not
obtaining relevant evidence of damages during discovery. They do not directly challenge
the district court’s discovery decision, and the record suggests that the court was not
improperly “penalizing” appellants for failing to discover evidence. Rather, the district
court properly applied the relevant burden of proof, which required the appellants to prove
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monetary damages by a preponderance of the evidence. Carpenter v. Nelson, 101 N.W.2d
918, 921 ( Minn. 1960). Appellants’ unfounded bias implication does not merit further
analysis.
But appellants persuasively highlight the $246,299 that CastleRock spent on
“promotions” as a nonspeculative basis to calculate damages. Adrian’s testimony could
support a finding that the promotions expenses identified in evidence were for advertising
CastleRock and its subsidiaries generally, including the EWG hedge fund and Vincent
Financial insurance. Adrian also testified that respondents’ seminars and efforts resulted in
about 98% of the investors to EWG. And although VREG contributed $250,000 to
CastleRock raised through investment fees in real-estate projects, Kastl’s testimony could
support a finding that the goal of the promotional funds was solely to funnel investors into
real-estate projects. This evidence could result in a nonspeculative damages calculation
based on the $246,299 promotions figure. On this ground alone, we reverse the district
court to give appellants the opportunity to convince a fact-finder in a new trial to assess
damages based on the promotions figure.
II
Appellants next argue that the district court’s granting JMOL was inappropriate
because of the possibility for equitable relief. We review de novo the district court’s
decision that equitable relief is unavailable as a matter of law. See Brown v. Lee, 859
N.W.2d 836, 839–40 (Minn. App. 2015), rev. denied (Minn. May 19, 2015). Our de novo
review leads us to determine appellants are not entitled to equitable relief.
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We are not persuaded by appellants’ argument that the district court could grant
them a constructive trust, an accounting, or other equitable remedies. A constructive trust
arises in favor of a person equitably entitled to property if its title is wrongly obtained
through breach of a fiduciary relationship. Wright v. Wright, 311 N.W.2d 484, 485 (Minn.
1981). Appellants seek to impose equitable remedies, including imposing a constructive
trust, to “return . . . ownership of the Properties to the fullest extent possible.” And an
equitable accounting occurs largely in two circumstances: “when a fiduciary owes an
equitable duty to account and when the accounts at issue are exceedingly complicated.”
United Prairie Bank-Mountain Lake v. Haugen Nutrition & Equip., LLC, 813 N.W.2d 49,
57 n.3 (Minn. 2012). Neither a constructive trust nor an accounting, nor any other implied
equitable remedy, is available here.
Appellants are not entitled to equitable relief because they could have obtained an
adequate legal remedy. Parties may not obtain equitable relief when they have an adequate
remedy at law, and the burden is on parties seeking equitable relief to demonstrate that they
do not have an adequate legal remedy. See Stocke v. Berryman, 632 N.W.2d 242, 245–46
(Minn. App. 2001), rev. denied (Minn. Sept. 25, 2001); see Landgraf v. Ellsworth, 126
N.W.2d 766, 769 (Minn. 1964) (“The necessary prerequisite to the right to maintain a suit
for an equitable accounting . . . is . . . the absence of an adequate remedy at law.” (quotation
omitted)). We recognize that we have in other contexts allowed a plaintiff to recover both
legal and equitable relief. See Shepherd of the Valley Lutheran Church of Hastings v. Hope
Lutheran Church of Hastings, 626 N.W.2d 436, 443–44 (Minn. App. 2001), rev. denied
(Minn. July 24, 2001). Implicit in our Shepherd of the Valley decision was that, unlike here,
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monetary damages would not alone adequately compensate the plaintiff for the alleged
breach of a fiduciary duty. Had the proper evidence been presented, appellants might have
obtained damages for the value of their ownership interest in the properties at the time they
were transferred or for profits improperly withheld because of these transfers. And we have
acknowledged that appellants may be entitled to some compensatory damages on the
evidence presented. Traditional discovery tools were available for appellants to obtain
additional information and evidence about the ownership structures, profits, and sale prices
of the disputed properties, potentially substantiating their damages claims under the legal
theories that failed for lack of evidence. Demonstrating the possible efficacy of the unused
opportunity for discovery here, appellants tried to admit a sale agreement for the Vincent
Woods property, but the evidence was inadmissible due to lack of foundation. Had
appellants taken advantage of their opportunity to obtain admissible evidence through
proper discovery, this presumably would not have been so. And because they do not assert
they had moved to compel discovery, they have no basis on which to claim error.
Appellants fail to explain how their failure to pursue discovery to uncover evidence of
monetary damages should result in equitable remedies.
We add that, even if the equitable relief were not barred by the appellants’ adequate
remedy at law, a constructive trust would be inappropriate here. We have held that when a
district court lacks jurisdiction over a nonparty it cannot adjudicate the nonparty’s property
rights. See Danielson v. Danielson, 721 N.W.2d 335, 339 (Minn. App. 2006). Uncontested
evidence about the properties suggests that respondents either sold them or that they share
ownership with others in an unknown ownership structure. A constructive trust would be
15
inappropriate given the district court’s lack of power to adjudicate the property rights of a
nonparty.
Affirmed in part, reversed in part, and remanded.