David Levy, Appellant,

This opinion is nonprecedential except as provided by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
A24-1194

David Levy,
Appellant,

vs.

Daily Dental Care, LLC,
Respondent.

Filed June 23, 2025
Affirmed in part, reversed in part, remanded
Cochran, Judge

Washington County District Court
File No. 82-CV-22-831

Kevin S. Sandstrom, Keith A. Marnholtz, Eckberg Lammers, P.C., Stillwater, Minnesota
(for appellant)

Suzanne L. Jones, David A. Schooler, Erin Conlin, Gordon Rees Scully Mansukhani LLP,
Minneapolis, Minnesota (for respondent)

Considered and decided by Larson, Presiding Judge; Cochran, Judge; and Slieter,
Judge.
NONPRECEDENTIAL OPINION
COCHRAN, Judge
Following a trial, the jury found for appellant on his claims of promissory estoppel
and breach of implied contract. In its order for judgment, the district court treated the jury’s
findings on the promissory-estoppel claim as merely advisory and entered judgment for
respondent on that claim. On appeal, appellant argues that the district court was bound by
2
the jury’s promissory-estoppel findings and should have entered judgment accordingly.
Appellant also challenges one of the district court’s evidentiary rulings. By cross-appeal,
respondent challenges the district court’s entry of judgment for appellant on his claim of
breach of implied contract, arguing that appellant lacks standing.
We conclude that the district court abused its discretion by treating the jury’s
promissory-estoppel findings as advisory. But we discern no abuse of discretion in the
district court’s evidentiary ruling. Lastly, we agree with respondent that appellant lacked
standing to bring his claim for breach of implied contract. We therefore affirm in part,
reverse in part, and remand.
FACTS
This appeal concerns appellant David Levy’s work as a consultant for respondent
Daily Dental Care, LLC (DDC). The following facts are derived from the evidence
admitted during the eight-day jury trial held in this case.
Levy is an entrepreneur and investor with experience in the pet-products industry.
Levy formed a pet-food-distribution corporation, Zeus and Company (Zeus), in 1997, and
a pet-products corporation, Pet Product Innovations (PPI), in 2011. DDC produces oral-
healthcare products for both humans and pets. Emily Stein, who has a Ph.D. in microbial
biology, developed and patented the products that DDC sells. Stein partnered with Lindsey
Campbell to form DDC in 2017. Campbell has a background in business admin istration
and marketing.
3
Campbell reached out to Levy in 2019 on behalf of DDC to gauge Levy’s interest
in investing in DDC or helping DDC bring its animal-oral-healthcare product, TEEF, to
market. Intrigued by TEEF’s potential, Levy invested in DDC.
In April 2019, Levy was appointed to DDC’s board and began assisting Stein and
Campbell with showcasing TEEF at trade shows. In August 2019, Levy became the
executive vice president of DDC’s animal-health division, leading to his increased
involvement in DDC’s operations. Around that time, Levy and Stein discussed creating a
formal agreement to compensate Levy for his services. As a starting point, Stein emailed
DDC’s standard consulting agreement to Levy. Over the following months , Levy and
DDC, with the assistance of counsel, went through several rounds of revisions on the
consulting agreement. A version of the consulting agreement drafted by DDC’s counsel
in June 2020 provided that Levy would receive a six-percent ownership interest in DDC
for his services.
In July 2020, the DDC board met to discuss and vote on various human-resource
matters. The minutes from that board meeting reflect that the board accepted “the proposed
Human Resources compensation plan put forth in July 2020,” which included
“compensation based on position” and “financial, incentive units and the vesting schedules
of incentive units to be approved for current and future consultants and employees.” The
minutes also state that Stein and Levy abstained “from voting to approve compensation for
themselves.”
After the board meeting, Levy asked Stein to execute the consulting agreement
numerous times, but he never received a version of the agreement signed by Stein. As
4
2020 went on, Levy and Stein clashed over disagreements on DDC’s direction and over
the pending execution of Levy’s consulting agreement. During that time, Levy continued
to provide consulting services to DDC.
The dispute between Levy and Stein culminated with Levy’s resignation in
February 2021. In his resignation letter, Levy asserted that he worked tirelessly for DDC,
and, in return, Stein and DDC “refuse[d] to provide [him] with a signed version of [his]
agreed-to Consulting Agreement.” Levy also alleged that Stein and DDC had failed to
reimburse him for various expenses. The expenses were incurred on behalf of DDC
through credit cards belonging to Zeus and PPI , the companies that Levy owns. Levy
provided statements and other documentation in support of those alleged expenses.
In February 2022, Levy sued Stein and DDC, alleging that they failed to pay him
for his consulting services in breach of the consulting agreement and other assurances made
by Stein and DDC. Levy’s complaint alleged nine claims against Stein and DDC, including
claims of breach of contract, promissory estoppel, tortious interference with contract,
breach of fiduciary duty, and breach of implied contract. Levy sought specific performance
of the equity-compensation provision of the consulting agreement that provided for
six-percent ownership interest in DDC or, alternatively, monetary damages to be
determined at trial. Levy also sought to be reimbursed for the expenses his company
incurred on behalf of DDC.
Stein and DDC requested a jury trial, and the matter proceeded through discovery.
After the district court granted DDC and Stein partial summary judgment, Levy’s claims
for breach of contract, promissory estoppel, breach of implied contract, breach of fiduciary
5
duty, and tortious interference with contract went forward. In its November 2023
scheduling order, the district court ordered a jury trial for January 2024.
Before the trial, the parties filed motions in limine. DDC and Stein argued that the
district court should exclude any evidence concerning the calculation of the monetary value
of DDC and the six-percent ownership interest that Levy sought. DDC and Stein argued
that, because Levy had not disclosed an expert witness to testify about DDC’s value, any
evidence of the value of Levy’s equity would be speculative. The district court granted the
motion, excluding all lay testimo ny about “business valuation and expectation damages,”
as well as “speculative damages.”
Following the district court’s ruling, DDC and Stein filed their proposed jury
instructions and special-verdict form, which covered only Levy’s breach-of -contract,
promissory-estoppel, and breach-of-implied-contract claims. In a supporting
memorandum, they argued that, because of the exclusion of Levy’s lay testimony on
DDC’s value, Levy could not prove the monetary-damages element of any of his other
claims. The district court agreed and dismissed the tortious-interference and breach-of-
fiduciary-duty claims against Stein, which effectively dismissed Stein as a defendant. The
ruling also narrowed the remedy for Levy’s claims for breach of contract and promissory
estoppel to specific performance of the consulting agreement’s six percent equity
provision.
The case proceeded to a jury trial. Levy presented the testimony of five
witnesses: two DDC board members, two of his employees at PPI , and himself. DDC
6
called two witnesses: Stein and Campbell. The parties introduced 88 exhibits. The
evidence admitted at trial is summarized above.
After the parties rested their cases, the district court submitted the breach-of-
contract, promissory-estoppel, and breach-of -implied-contract claims to the jury by
special-verdict form. The jury found “no” on all elements of breach of contract, and “yes”
on all elements of promissory estoppel. The jury found that, on account of DDC’s promises
to compensate him, Levy was entitled to “a 6% non-dilutable interest in [DDC].” The jury
also found for Levy on his claim of breach of implied contract and awarded him $6,500 for
the expenses his company incurred on behalf of DDC. Following the jury’s verdict, the
district court instructed Levy, as “the prevailing party,” to draft a proposed order for
judgment.
One month later, the district court filed its findings of fact, conclusions of law, and
order for judgment. Instead of relying on the jury’s findings of fact on the promissory-
estoppel claim, the district court made its own findings of fact. In doing so, the district
court declared for the first time that the jury’s findings on promissory estoppel were merely
advisory because the claim was equitable in nature. Based on its own findings of fact, the
district court concluded that Levy’s promissory-estoppel claim failed because he had not
proved that DDC made him a clear and definite promise. The district court did, however,
adopt the jury’s findings of fact on the contract claims. Accordingly, the district court
entered judgment for Levy on the breach-of- implied-contract claim and for DDC on the
remaining claims. The district court later denied Levy’s motion for amended findings or a
new trial.
7
Levy and DDC both appeal from the final judgment.
DECISION
Levy makes two arguments on appeal. 1 First, he contends that the district court
should have entered judgment consistent with the jury’s verdict on the promissory-estoppel
claim because the parties consented to a binding jury trial on the claim. Second, he
challenges the district court’s decision to grant DDC’s motion to exclude his lay testimony
on the value of the disputed equity interest in DDC. By cross-appeal, DDC argues that
Levy lacks standing to personally recover expenses incurred on behalf of DDC by a
corporation owned by Levy. We address the parties’ arguments in turn.
I. The district court abused its discretion by treating the jury’s equitable-estoppel
findings as advisory.

Levy contends that the district court should have entered judgment consistent with
the jury’s finding that Levy relied on DDC’s promise to compensate him with a six percent
equity interest in return for his services. DDC argues that, because Levy’s claim of
promissory estoppel is equitable, the district court acted within its discretion by treating
the jury’s findings on the claim as advisory.
We begin our analysis by discussing how the nature of a claim affects the claimant’s
right to a jury trial on that claim. The Minnesota Constitution provides for the right to a
jury trial for all “cases at law.” Minn. Const. art. I, § 4. The supreme court has interpreted

1 Levy also requests a new trial because of DDC’s alleged trial misconduct that relates to
his claims of breach of contract and promissory estoppel. Because we reverse and remand
for the district court to enter judgment for Levy on his promissory-estoppel claim, Levy’s
request for a new trial is moot and we need not reach the issue.
8
“cases at law” to mean “ordinary common-law actions as distinguished from equity or
admiralty causes and special proceedings.” Hawley v. Wallace, 163 N.W. 127, 129
(Minn. 1917). Accordingly, “[n]o right to a jury trial attaches to claims for equitable
relief.” Onvoy, Inc. v. ALLETE, Inc., 736 N.W.2d 611, 615- 16 (Minn. 2007). “[I]t is the
nature and character of the controversy that determines whether or not the action is legal
or equitable.” Olson v. Synergistic Techs. Bus. Sys., Inc., 628 N.W.2d 142, 149
(Minn. 2001).
Claims for promissory estoppel “based on equitable good- faith reliance[] [are]
equitable in nature and the Minnesota Constitution does not entitle [the claimant] to a jury
trial.” Id. at 152. The parties do not dispute that Levy’s claim of promissory estoppel is
equitable in nature, and therefore Levy had no absolute right to a jury trial on the claim.
But the absence of a constitutional right to try a promissory-estoppel claim to a jury
does not mean that such a claim may never be tried to a jury. Minnesota Rule of Civil
Procedure 39.02 provides two methods by which a district court may try any claim “not
triable of right by a jury,” such as an equitable claim, to a jury. First, the district court,
“upon motion or upon its own initiative, may try an issue with an advisory jury.” Minn.
R. Civ. P. 39.02. “An advisory jury’s findings are advisory only and are merely to reinforce
the court’s own decision on the disputed facts—not to supplant it.” Doan v. Medtronic,
Inc., 560 N.W.2d 100, 105 (Minn. App. 1997) (quotation omitted), rev. denied (Minn.
May 14, 1997). Secon d, the district court, “with the consent of both parties, may order a
trial with a jury whose verdict has the same effect as if trial by jury had been a matter of
right.” Minn. R. Civ. P. 39.02. In a trial by jury as a matter of right, “[a] jury’s findings
9
by special verdict are binding on the court.” Poppler v. Wright Hennepin Co-op. Elec.
Ass’n, 845 N.W.2d 168, 171 (Minn. 2014) (emphasis added). In short, rule 39.02 permits
the use of an advisory or a binding jury in cases that are not generally triable to a jury by
right.
Levy contends that the district court and DDC, through their conduct, consented to
and anticipated a binding jury verdict on his promissory-estoppel claim. According to
Levy, the district court therefore should not have treated the jury’s verdict as advisory. We
review whether an issue was properly tried with an advisory jury for an abuse of discretion.
See Georgopolis v. George, 54 N.W.2d 137, 143 (Minn. 1952) (“[I]n an equitable action it
is within the discretion of the [district] court to submit some questions of fact to the jury.”);
State Bank of Round Lake v. Riley, 224 N.W. 237, 238 (Minn. 1929) (“The case is one in
equity, triable, by the court. Whether issues shall be submitted to a jury is discretionary.”).
“A district court abuses its discretion by making findings of fact that are unsupported by
the evidence, misapplying the law, or delivering a decision that is against logic and the
facts on record.” Woolsey v. Woolsey, 975 N.W.2d 502 , 506 (Minn. 2022) (quotation
omitted). Because the district court’s decision to treat the jury’s promissory-estoppel
findings as advisory was against the logic and facts in the record, we conclude that the
district court abused its discretion.
As discussed above, a district court may hold a binding jury trial on an equitable
claim with the parties’ consent. See Minn. R. Civ. P. 39.02. The record shows that DDC
consented to a binding jury trial and the district court proceeded in that manner during trial.
For instance, DDC requested a jury trial when it filed Levy’s complaint with the district
10
court along with a civil cover sheet. Specifically, DDC indicated that a “[j]ury trial is
requested by [d]efendant.” DDC made no indication that their request was for a bifurcated
trial with an advisory jury on the equitable issues. And at no point before trial did DDC
supplement its demand for a jury trial to request an advisory jury, even after the district
court ordered a “jury trial” in its November 2023 scheduling order. As trial approached,
DDC filed its proposed special-verdict form, which included interrogatories for the jury on
the promissory-estoppel claim. Again, DDC made no request at that time to try the claim
to an advisory jury.
2 And, before submitting the claims to the jury, the district court advised
the jury that it “must decide the facts” and “apply the law to [those] facts.” Lastly, after
the jury returned its verdict in favor of Levy, the district court instructed Levy, as “ the
prevailing party,” to prepare a “very brief” proposed order with the jury’s verdict form
attached. Once again, DDC did not object or argue that the district court should make its
own findings on the promissory-estoppel claim independent of the jury. These specific
circumstances, viewed as a whole, demonstrate unequivocally that the parties consented to
a binding jury trial on the promissory-estoppel claim and that the district court proceeded,
both up to and through the trial, as if the jury’s verdict would be binding.
DDC contends that a legal argument it made on the sixth day of trial demonstrates
that it did not consent to a binding jury trial on the promissory-estoppel claim. After Levy
concluded his case in chief, DDC moved for judgment as a matter of law on several claims,

2 In its proposed special-verdict form, DDC preserved its argument that “some of the claims
in this matter are subject to arbitration and cannot be properly sent to the Jury.” DDC’s
failure to similarly preserve argument regarding the jury’s advisory role also supports our
conclusion that DDC consented to a binding jury.
11
including promissory estoppel. In arguing that the district court could decide the
promissory-estoppel claim as a matter of law, DDC contended for the first time that the
jury would not be the fact-finder on the claim. Upon hearing DDC’s argument, the district
court stated that it was “perplexed” by DDC’s contention and questioned why DDC
prepared a special-verdict form for the jury with interrogatories on the promissory-estoppel
claim. The district court also asked DDC why it had not raised this issue earlier. DDC
responded that it was “well within the court’s purview at [that] time to decide [the
promissory-estoppel claim] as a matter of law.” But DDC’s counsel also said, “I don’t
think that this is necessarily a claim that can’t go to the [j] ury, the promissory-estoppel
claim.”
The district court took DDC’s argument under advisement and ultimately denied the
motion for judgment as a matter of law. In doing so, the district court endorsed the
fact-finding role of the jury in this case: “There is legally sufficient evidence of the
elements of all of the claims for the [j]ury to evaluate, themselves.” DDC did not request
that the district court, regardless of its ruling on the motion for judgment as a matter of law,
submit the promissory -estoppel claim to the jury for advisory-only findings. In sum,
DDC’s argument for judgment as a matter of law does not overcome its course of conduct
throughout this entire matter indicating its consent to try the promissory-estoppel claim to
a binding jury.
3

3 DDC also argues that Levy did not prove the “injustice” element of his promissory-
estoppel claim because that element was not submitted to the jury on the special-verdict
form. But DDC did not request an interrogatory on the question of injustice in its proposed
special-verdict form. And DDC did not object to the final special-verdict form submitted
12
In conclusion, the record reveals that DDC consented to a trial by jury with a binding
verdict and the district court proceeded as if the jury’s verdict would be binding up to and
through the trial. The jury, conscious of the district court’s instruction on the jury’s role
as fact -finder, returned its verdict, finding for Levy on each element of his
promissory-estoppel claim. Following the jury’s verdict, the district court recognized the
binding nature of the verdict, asking Levy as the “prevailing party” to prepare a proposed
order including the findings of fact, conclusions of law, and order for judgment and to
“attach the verdict form.” Under these particular circumstances, we can only conclude that
the district court should have given full effect to the jury’s findings under rule 39.02
because the matter was tried by the parties and the district court with the intent that the
jury’s findings would be binding. It was against logic for the district court to find its own
facts after declaring Levy the “prevailing party,” and it thereby abused its discretion. We
therefore reverse and remand to the district court with instructions to enter judgment for
Levy in accordance with the jury’s verdict.

to the jury. Further, when the district court instructed Levy, as the “prevailing party,” to
prepare a proposed order for judgment, DDC did not object or ask the district court whether
it would be resolving the issue of injustice. “[A] failure to object to a special verdict form
prior to its submission to the jury constitutes a waiver of a party’s right to object on appeal.”
Kath v. Burlington N. R.R. Co., 441 N.W.2d 569, 572 (Minn. App. 1989) (citation omitted),
rev. denied (Minn. July 27, 1989). By acquiescing to the special-verdict form as submitted
to the jury, DDC forfeited this argument.
Regardless, the supreme court has implied that the jury may serve as the fact-finder
on the “injustice” element of a promissory-estoppel claim. See Olson, 628 N.W.2d at 153
(holding that promissory estoppel is an equitable claim but suggesting that the jury may
serve as fact -finder on all elements of the claim, including whether “enforcement of the
promise is necessary to prevent injustice”). Here, the jury found that Levy relied on DDC’s
promise to his detriment, thereby entitling Levy to equity in DDC. We are convinced that
the jury’s findings adequately incorporate the injustice element.
13
II. The district court did not abuse its discretion by excluding Levy’s lay testimony
on damages.

Levy next challenges the district court’s grant of DDC’s motion in limine to
preclude Levy from offering lay testimony about the monetary value of the equity he
claimed DDC owed him. The district court’s exclusion of Levy’s testimony on the
monetary value of the equity led to the dismissal of his claims against Stein for breach of
fiduciary duty and tortious interference with his contract. Levy asks us to reverse the
district court’s evidentiary ruling and remand for a new trial on these claims. District courts
have broad discretion in making evidentiary rulings, and we will not reverse such a ruling
absent an abuse of discretion. Doe 136 v. Liebsch, 872 N.W.2d 875, 879 (Minn. 2015).
The district court excluded any lay testimony regarding business valuation and
expectation damages pursuant to Minnesota Rule of Evidence 701. Rule 701 provides that
a lay witness may testify only about his “opinions or inferences” when they are “rationally
based on the perception of the witness,” “helpful to a clear understanding of the witness’[s]
testimony or the determination of a fact in issue,” and “not based on scientific, technical,
or other specialized knowledge.” Minnesota Rule of Evidence 602 similarly provides that
“[a] witness may not testify to a matter unless evidence is introduced sufficient to support
a finding that the witness has personal knowledge of the matter.” The competence of a lay
witness to give opinion evidence “is peculiarly within the province of the [district court],
whose ruling will not be reversed unless it is based on an erroneous view of the law or
clearly not justified by the evidence.” Muehlhauser v. Erickson, 621 N.W.2d 24, 29 (Minn.
App. 2000) (quotation omitted).
14
Levy contends that he should have been permitted to testify about the value of six
percent equity in DDC because his testimony would have been “based on his board member
and executive vice president role and firsthand experience with DDC’s finances.” But, in
response to the motion in limine, Levy provided no factual support for his assertion that he
had the requisite knowledge of DDC’s finances to calculate the monetary value of six
percent equity in DDC. And at trial, Levy provided no testimony suggesting that he had
intimate knowledge of DDC’s finances or value. In addition, Levy ’s testimony at trial
demonstrates that he does not have an education in business finance. Overall, the trial
record contains no evidence that Levy had any personal knowledge about the value of DDC
overall or a six-percent ownership interest in the company.
It is also difficult to evaluate any potential prejudicial effect of the district court’s
ruling because Levy made no offer of proof regarding his purported personal knowledge
of DDC’s finances. “Where no offer of proof is made so that the reviewing court may pass
on the relevancy of the proposed evidence, the exclusion of such evidence is not prejudicial
error.” State ex rel. Lucas v. Bd. of Ed. & Indep. Sch. Dist. No. 99, Esko, 277 N.W.2d 524,
528 n.3 (Minn. 1979).
We further note that Levy’s own position before the district court belies his
argument on appeal. In opposition to DDC’s motion in limine, Levy asserted that “the
value of a 6% interest in DDC is difficult to calculate—that is precisely why Mr. Levy
seeks specific performance of that agreement.” Levy continued,
It is difficult to calculate Mr. Levy’s monetary damages in part
because the market value of DDC as a start -up business is
difficult to ascertain, and further made more difficult by the
15
fact that Dr. Stein is constantly tossing out additional equity
interests to employees, board members, and potential investors
such that the pool of issued and outstanding shares is in a state
of constant flux.

Levy’s own argument demonstrates that the district court did not abuse its discretion by
prohibiting Levy from presenting lay testimony on the value of DDC.
Regardless of his personal knowledge, Levy contends that there was evidence
admitted at trial that showed DDC was worth $6,000,000. Levy argues that he should have
been permitted to testify that the value of the disputed interest in DDC was equal to six
percent of $6,000,000. Levy refers to an exhibit containing a table entitled “Notes and
Conversion Units,” which lists DDC’s investors and various data points, including one
titled “conversion cap.” The conversion-cap value for each investment since 2018 is
$6,000,000. Levy contends that this conversion-cap data establishes that DDC
“indisputably made it a longstanding practice to use a $6 million self- valuation whenever
an investor was making a monetary investment into DDC.” But DDC disputed that the
conversion-cap data accurately reflected DDC’s value. And there is no evidence in the
trial record explaining the significance of the “Notes and Conversion Units” table or the
conversion-cap values, much less supporting Levy’s interpretation of the table and the
values.
4

4 Additionally, Levy did not disclose this basis for calculating his damages prior to trial.
DDC’s counsel asserted that, had Levy disclosed this damages calculation earlier, he
“would have asked [Levy’s] witnesses about them, particularly Mr. Levy, and entertained
hiring an expert witness.” Minnesota Rule of Civil Procedure 26.01(a)(1)(c) requires
parties to disclose “a computation of each category of damages claimed by the disclosing
party.” Levy points to no such timely disclosure of his damages.
16
In sum, nothing in the record suggests that Levy had the requisite personal
knowledge required for him to give lay opinion testimony on the value of DDC. And
Levy’s reliance on the evidence of DDC’s conversion-cap value is speculative given
Levy’s failure to make an offer of proof on his knowledge on DDC’s financial status. As
such, the district court did not abuse its discretion by excluding Levy’s lay testimony on
the value of six percent equity in DDC.
III. Levy does not have standing to recover expenses incurred by Zeus on behalf of
DDC.

On cross-appeal, DDC asserts that Levy lack s standing to recover for breach of
implied contract because the purported injury is to Zeus, a company owned by Levy, rather
than to Levy himself. “Standing is the requirement that a party have a sufficient stake in a
justiciable controversy.” Sec. Bank & Tr. Co. v. Larkin, Hoffman, Daly & Lindgren, Ltd.,
916 N.W.2d 491, 496 (Minn. 2018) (quotation omitted). “A party may acquire standing
either as the beneficiary of a statutory grant of standing or by suffering an injury-in-fact.”
Id. (quotation omitted). Standing is a jurisdictional requirement, the existence of which we
review de novo. Minn. Voters All. v. Hunt, 10 N.W.3d 163, 167 (Minn. 2024).
Under Minnesota law, a contract need not be based on an express agreement and
instead “may be implied from circumstances that clearly and unequivocally indicate the
intention of the parties to enter into a contract.” Webb Bus. Promotions, Inc. v. Am. Elecs.
& Ent. Corp., 617 N.W.2d 67, 75 (Minn. 2000). At trial, Levy argued that DDC breached
an implied contract with Levy to reimburse him for various expenses. Levy presented the
following evidence to support this claim. In his resignation letter, Levy requested to be
17
reimbursed $23,745.41 “for items . . . prepaid on behalf of [DDC]” by Zeus and PPI. Levy
included itemized expense statements with his resignation letter. Two weeks before trial,
DDC paid Levy around $17,245, representing the amount incurred by PPI. DDC had not
paid Levy the remaining $6,500 that was incurred by Zeus. At trial, Levy testified that
those expenses were incurred through a credit card owned by Zeus, and he agreed with
DDC’s counsel that “[i]t’s actually Zeus that’s owed the $6,500.” The jury found for Levy,
awarding him $6,500 for DDC’s breach of its implied contract with Levy to reimburse him
for “out-of-pocket expenses.”
DDC argues that we should reverse the judgment for Levy on the claim of breach
of implied contract because Levy does not have standing to recover expenses made by
Zeus. In response, Levy contends that he has suffered an injury-in -fact because he is the
sole owner of Zeus , and so “Levy directly suffered the financial impact of the unpaid
expenses.”
A party suffers an injury-in-fact when subject to “a concrete and particularized
invasion of a legally protected interest.” Minn. Voters All., 10 N.W.3d at 167 (quotation
omitted). It is undisputed that the injury here consists of unpaid expenses Levy charged to
a credit card belonging to Zeus, not to his personal credit card. As such, the injured party
is Zeus, and any claim for breach of implied contract against DDC belongs solely to Zeus.
Levy argues that he nonetheless has standing because he is the sole shareholder of
Zeus. But “a corporation is a separate legal entity from its owners and shareholders.”
W. Bend Mut. Ins. Co. v. Allstate Ins. Co., 776 N.W.2d 693, 706 (Minn. 2009). And
“Minnesota has long adhered to the general principle that an individual shareholder may
18
not assert a cause of action that belongs to the corporation.” Nw. Racquet Swim and Health
Clubs, Inc. v. Deloitte & Touche, 535 N.W.2d 612, 617 (Minn. 1995). The supreme court’s
standing jurisprudence makes clear that Zeus, even if owned solely by Levy, is a separate
legal entity from Levy. Levy therefore lacks standing to assert a claim in his individual
capacity against DDC based on amounts allegedly owed to Zeus. We reverse the judgment
in favor of Levy on his claim for breach of implied contract.
Affirmed in part, reversed in part, and remanded.