Myth Live II 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This opinion is nonprecedential except as provided by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
A24-1295

Myth Live II Inc.,
Respondent,

vs.

Myth Investors, LLC, et al.,
Defendants,

Adam Phillips,
Appellant.

Filed July 14, 2025
Affirmed
Wheelock, Judge

Ramsey County District Court
File No. 62-CV-22-6672

Christopher W. Madel, Jennifer M. Robbins, Madel PA, Minneapolis, Minnesota; and

William R. Skolnick, Andrew H. Bardwell, Skolnick & Bardwell, P.A., Minneapolis,
Minnesota (for respondent)

James F. Killian, Jevon C. Bindman, Jeremy D. F. Krahn, Maslon LLP, Minneapolis,
Minnesota (for appellant)

Considered and decided by Ross, Presiding Judge; Connolly, Judge; and Wheelock,
Judge.
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NONPRECEDENTIAL OPINION
WHEELOCK, Judge
In this interlocutory appeal from an order denying appellant’s motion to dismiss for
lack of personal jurisdiction, appellant argues that the district court erred by determining
that he had sufficient contacts with the State of Minnesota. We affirm.
FACTS
Respondent Myth Live II Inc. (tenant) operates a concert venue in Maplewood;
defendant Myth Investors LLC (landlord) owns the property and is a limited liability
company formed in California.1 Appellant Adam Phillips lives in California and is the
manager of landlord. Phillips signed an assignment and assumption of tenant’s lease for
the property on behalf of landlord in October 2021. The initial lease term was October
2021 through December 2023, and the lease included a provision that stated the lease “shall
be extended” for ten years, through December 2033, so long as tenant does not default on
the lease. Tenant paid the first year’s rent, through December 31, 2022, up front as a
condition of the lease and agreed that the second year’s rent, through December 31, 2023,
would be due by January 1, 2023.
In February 2022, Phillips, on behalf of landlord, was working with a
Minnesota-based agent from a real-estate investment company (the agent) to facilitate a

1 Because this is an interlocutory appeal from an order denying a motion to dismiss, we
take the facts from tenant’s amended complaint and the filings related to the motion to
dismiss based on limited discovery, which facts we assume to be true at this point in the
proceedings. See Rilley v. MoneyMutual, LLC, 884 N.W.2d 321, 326 (Minn. 2016) (stating
that, when reviewing a motion to dismiss for lack of personal jurisdiction, appellate courts
consider all facts alleged in the complaint and supporting affidavits to be true).
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sale of the property. In May 2022, defendant Enclave, 2 a real -estate development
company, agreed to purchase the property and Phillips signed the purchase agreement on
behalf of landlord. The purchase agreement included a term requiring that landlord deliver
the property without any tenants because Enclave intended to redevelop the property into
housing. Enclave and Phillips, on behalf of landlord, amended the purchase agreement
twice to extend the feasibility date, and the second amendment listed the closing date as
April 26, 2023.
Prior to signing the purchase agreement, Enclave began discussions with the City
of Maplewood about its redevelopment plan for the property. On behalf of the landlord,
Phillips assisted Enclave in June 2022 by signing Enclave’s request to the city for financial
assistance related to its redevelopment plan. In September 2022, the mayor of Maplewood
stated during a public hearing that the property had been sold and would be redeveloped
for housing, after which news outlets released articles reporting that the property had been
sold and would be replaced with housing. That same month , Enclave’s representative
appeared on a news program to talk about the project.
Beginning in February 2022 and throughout the sale process, Phillips was in
communication with the agent about tenant’s lease for the property and the lease provision
that would allow tenant to extend the lease to 2033. In some emails, Phillips made
disparaging comments about tenant’s entertainment director. In June 2022, the agent spoke

2 Enclave is an agent of a company named Syndica. There are three additional entities
involved in the development (Enclave Development, Enclave Construction, and
Maplewood Enclave). For purposes of this opinion, we refer to Syndica and all related
entities as “Enclave.”
4
with the entertainment director, who “reiterated he is not leaving and will be paying the
$450k in rent,” and the agent warned Phillips that if tenant paid the next year’s rent,
activating the ten-year extension, the sale to Enclave would fail. In his response, Phillips
stated, “Don’t believe a word they say. [He] doesn’t have the mental capacity to sit on
$450k and wait for a year.” After executing the purchase agreement, Enclave contacted
Phillips and the agent numerous times to express concerns about tenant’s refusal to end its
tenancy.
In December 2022, Enclave emailed Phillips and asked for proof that landlord had
filed an eviction action against tenant. Landlord had served tenant with an eviction
complaint in November, but less than a week later, landlord dismissed the complaint.
Tenant asserted that it never breached any part of the lease. Shortly after dismissing the
eviction action, landlord provided tenant with a statement claiming that tenant owed nearly
$75,000 for services rendered by landlord from October 2021 through December 2022, but
tenant asserted that it had never seen any statement like this before and that the statement
was not supported by any documentation to explain the fees assessed.
At the end of December 2022, tenant filed its initial complaint in this suit against
landlord. During discovery, information relayed in the facts above came to light, and tenant
filed a motion to amend its complaint, seeking to add as defendants Enclave and Phillips
in his individual capacity. Landlord opposed the amendment and asserted that Minnesota
did not have personal jurisdiction over Phillips and that tenant’s claims against Phillips
would be futile because tenant cannot “pierce the veil” to reach him as an individual. After
a hearing on the motion, the district court granted the motion in part, allowing tenant to
5
amend the complaint to add Phillips and Enclave because it determined that, as to Phillips,
the claims were not “futile” given the facts tenant alleged.
In February 2024, tenant filed its amended complaint, adding Enclave and Phillips
as defendants. The complaint alleged that Phillips “acted individually and as Manager of
Myth Investors” to force tenant to default on the lease so that landlord could remove tenant.
The complaint asserted that Phillips is liable for tortious interference with contractual
relations and tortious interference with prospective economic advantage. Phillips
responded to the complaint with a motion to dismiss for lack of personal jurisdiction and
reasserted that the claims against him were futile under Minnesota’s corporate-veil statute.
The matter proceeded to a motion hearing, and the district court denied Phillips’s motion
to dismiss, concluding that, because it deferred to tenant’s factual allegations that Phillips
acted outside the scope of his authority as manager and had many contacts with Minnesota,
there were sufficient contacts to establish personal jurisdiction over him in Minnesota. It
also concluded that, because the real property is in Minnesota and the other defendants
were properly sued in Minnesota, the interests of fairness also weighed in favor of
Minnesota having personal jurisdiction.
Phillips appeals.
DECISION
We begin by noting two issues that Phillips raises in his brief before we reach his
primary argument about personal jurisdiction . First, Phillips asserts that tenant’s claims
are futile because he is shielded from liability by Minn. Stat. § 322C.0304 (2024), which
prevents a plaintiff from “piercing the veil” to bring a suit against a manager of a
6
limited-liability company such as him, arguing that his contacts with Minnesota occurred
only through his position as the manager of landlord.3 We do not consider this argument
because it is not properly before our court. The issue in this interlocutory appeal is limited
to whether Minnesota courts have specific personal jurisdiction over Phillips. See Hunt v.
Nev. State Bank, 172 N.W.2d 292, 299-300 (Minn. 1969) (explaining that the denial of a
motion to dismiss for lack of jurisdiction is immediately reviewable because the effect is
that “a defendant is compelled thereby to take up the burden of litigation in this state that
might otherwise be avoided”); Aon Corp. v. Haskins, 817 N.W.2d 737, 739 (Minn. App.
2012) (explaining that personal-jurisdiction appeals are limited by the collateral- order
doctrine to rulings that “are effectively unreviewable on appeal from a final judgment”) .
Moreover, for purposes of determining jurisdiction, we assume that tenant’s assertions in
the amended complaint that Phillips acted outside the scope of his employment are true .
See Doe 1-22 v. Roman Cath. Bishop, 509 N.W.2d 598, 601 (Minn. App. 1993) (explaining
that, when “deciding jurisdiction only, we accept as true” the facts asserted by the party
claiming jurisdiction regarding the scope of employment). Therefore, this opinion
considers only whether Phillips’s contacts are sufficient for Minnesota to have specific
personal jurisdiction over him.
Second, Phillips asserts that the facts alleged in tenant’s brief responding to his
motion to dismiss were not alleged at any point prior to that filing and thus cannot be relied
upon for determining specific personal jurisdiction. We disagree. Tenant’s brief opposing

3 The district court did not address Phillips’s corporate-veil argument.
7
the motion to dismiss highlight ed portions of the existing record that support tenant’s
opposition to the motion, and the level of detail is consistent with tenant’s responsibility to
provide specific evidence after a motion to dismiss for lack of personal jurisdiction has
been filed. See Hoff v. Kempton, 317 N.W.2d 361, 363 n.2 (Minn. 1982) (“[W]here a
nonresident defendant challenges jurisdiction, plaintiff has the burden of proving that
minimum contacts exist. Furthermore, if a motion to dismiss is sup ported by affidavits,
the nonmoving party cannot rely on general statements in [its] pleading.” (quotations
omitted)). Therefore, this argument is not persuasive, and we proceed to analyze Phillips’s
personal-jurisdiction argument.
Whether personal jurisdiction exists is a question of law that appellate courts review
de novo. Bandemer v. Ford Motor Co., 931 N.W.2d 744, 749 (Minn. 2019). When
reviewing a motion to dismiss for lack of personal jurisdiction, appellate courts consider
all facts alleged in the complaint and supporting affidavits to be true. Rilley, 884 N.W.2d
at 326. If there is conflicting evidence, appellate courts resolve the conflict in favor of the
party asserting jurisdiction. Gopher Mats, LLC v. Kalesnikoff Lumber Co., 16 N.W.3d 807,
819 (Minn. App. 2025), rev. denied (Minn. May 13, 2025). “In a close case, [appellate
courts] resolve any doubt in favor of retaining jurisdiction.” Bandemer, 931 N.W.2d at
749.
The Due Process Clause of the Fourteenth Amendment to the United States
Constitution limits a state’s ability to exercise jurisdiction over nonresident defendants.
World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 291 (1980). In accordance with
this principle, Minnesota’s long-arm statute, Minn. Stat. § 543.19, subd. 1 (2024),
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“extend[s] the personal jurisdiction of Minnesota courts as far as the Due Process Clause
of the federal constitution allows.” Valspar Corp. v. Lukken Color Corp., 495 N.W.2d
408, 410 (Minn. 1992). Minnesota courts may therefore apply federal caselaw when
analyzing most questions of personal jurisdiction. Id. at 411. For a state to exercise
personal jurisdiction, the nonresident defendant must have “minimum contacts” with the
state, which requires that “the defendant ‘purposefully avail[] itself’ of the privileges,
benefits, and protections of the forum state, such that the defendant ‘should reasonably
anticipate being haled into court there.’” Rilley, 884 N.W.2d at 327 (quoting Burger King
Corp. v. Rudzewicz, 471 U.S. 462, 474-75 (1985)). A state’s exercise of personal
jurisdiction may not “offend traditional notions of fair play and substantial justice.” Juelich
v. Yamazaki Mazak Optonics Corp., 682 N.W.2d 565, 570 (Minn. 2004) (quotation
omitted). Accordingly, the 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 (quotation omitted).
Minnesota courts use a five-factor test to determine whether the state has specific
personal jurisdiction over a nonresident defendant.
4 Juelich, 682 N.W.2d at 570. The
factors are “(1) the quantity of contacts with the forum state; (2) the nature and quality of
those contacts; (3) the connection of the cause of action with these contacts; (4) the interest
of the state providing a forum; and (5) the convenience of the parties.” Id. “The first three

4 Phillips did not discuss the Calder effects test in his brief, and he stated at oral argument
that application of the five-factor test was adequate such that we need not also consider the
Calder effects test. See Calder v. Jones, 465 U.S. 783, 788-90 (1984) (articulating an
alternate test to determine whether a court has personal jurisdiction over a party).
9
factors determine whether minimum contacts exist and the last two factors determine
whether the exercise of jurisdiction is reasonable according to traditional notions of fair
play and substantial justice.” Id. “The first three factors carry the most weight in the
court’s overall personal-jurisdiction determination.” C.H. Robinson Worldwide, Inc. v.
FLS Transp., Inc., 772 N.W.2d 528, 536 (Minn. App. 2009), rev. denied (Minn. Nov. 24,
2009). Although the first three factors are more heavily weighted and Phillips does not
challenge the district court’s conclusion on factors four and five, we consider all five
factors because we review the issue de novo.
Quantity of Contacts
Phillips argues that each of his actions does not support a determination that the first
factor favors jurisdiction, but the caselaw, including cases Phillips cites, is clear that we
consider his contacts collectively. See Rilley , 884 N.W.2d at 337 ( stating that appellate
courts “consider the contacts alleged by the plaintiff in the aggregate and not
individually”). Tenant asserts that Phillips’s actions must be considered together and
argues persuasively that appellate courts in many cases have found that jurisdiction was
established based on fewer contacts than Phillips had with Minnesota.
Phillips’s contacts with Minnesota resulted from his position as the manager of
landlord, which owns the property at issue. On four separate occasions, Phillips signed
contracts regarding the property, which is located in Minnesota, including the following:
the assignment and assumption of the lease agreement between tenant and landlord, the
purchase agreement with Enclave, and both amendments to the purchase agreement. Over
several months, during which tenant had a valid lease to occupy the property, Ph illips
10
planned for and directed the sale of the property through the agent and negotiated with
Enclave to maintain the viability of the purchase agreement, including by twice amending
the agreement to extend the feasibility date , and engaged in other related business.
Although Phillips asserts that he was in California when he undertook these acts, all other
people and entities involved in the comm unications and transactions were in Minnesota
and the subject matter was real property located in Minnesota.
Phillips argues that we should conclude that this factor does not weigh in favor of
jurisdiction because the few disparaging comm ents he made about tenant’s entertainment
director do not rise to the level of contacts that we previously concluded were insufficient
in Young v. Maciora, 940 N.W.2d 509, 519 -20 (Minn. App. 2020), rev. denied (Minn.
May 19, 2020). However, that case applied the Calder effects test, Young, 940 N.W.2d at
515, which Phillips did not argue in his brief and stated was not necessary at oral argument,
and more importantly, Phillips’s communication with other actors in Minnesota went far
beyond his emails about tenant’s entertainment director. Phillips also argues that, because
we concluded in Stratasys, Inc. v. Protopulsion, Inc. that two emails and signatures on
business agreements were not sufficient to establish minimum contacts, we should
conclude that the quantity of his contacts here is insufficient. No. A10-2257, 2011 WL
2750720, at *5- 6 (Minn. App. July 18, 2011), rev. denied (Minn. Sept. 20, 2011).
However, we are not persuaded because Phillips engaged in email communications with
many actors in Minnesota, including tenant, Enclave’s representative, and the agent.
Phillips negotiated the sale of the property, assisted Enclave with its request for financial
11
assistance from the City of Maplewood, and conducted business with the agent and more.
The contacts here are more extensive than the contacts at issue in Stratasys.
Because the facts alleged in tenant’s amended complaint, if true, demonstrate that
Phillips maintained contacts with various actors in Minnesota over several months through
emails, phone calls, and contracts, the quantity of contacts is sufficient to weigh this factor
in favor of concluding that specific personal jurisdiction exists over Phillips.
Nature and Quality of Contacts
As to the second factor, Phillips argues that the nature of each contact was a result
of his employment with landlord and cannot be used to determine that he purposefully
availed himself of Minnesota to the extent that he should be subject to its jurisdiction.
However, the scope of employment is a question of fact, Frieler v. Carlson Mktg. Grp.,
Inc., 751 N.W.2d 558, 583 (Minn. 2008), and for purposes of determining jurisdiction, “we
accept as true” the facts asserted by tenant, Doe 1-22, 509 N.W.2d at 601.
Phillips’s contacts were consistent over many months and all connected to real
property and a tenant located in Minnesota: the assignment and assumption of the
property’s lease was signed in October 2021, the conversations to sell the property began
in February 2022, the purchase agreement for the property was signed in May 2022, the
two amendments to that purchase agreement were negotiated throughout the year and
signed in August and December 2022, further related action took place, and Phillips
remained in contact with Enclave from at least June 2022 through the beginning of this
lawsuit. Additionally, in June 2022, Phillips signed the application and agreement for
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financial assistance with the City of Maplewood to support Enclave’s planned housing
development.
Phillips asserts that he himself must have sought to act within Minnesota for th e
state to have specific personal jurisdiction over him, placing emphasis on himself rather
than landlord having purposefully availed itself. For support, he relies on our opinion in
Walker Management, Inc. v. FHC Enterprises, Inc., in which we explained that, because
formation of the contract took place where the defendant resided outside of Minnesota and
the services were to be provided in the defendant’s state, the defendant’s contacts with
Minnesota were not of the nature and quality to support the minimum-contacts
requirement. 446 N.W.2d 913, 915 (Minn. App. 1989), rev. denied (Minn. Dec. 15, 1989).
Unlike in Walker Management, the formation of the agreements at issue took place in
Minnesota. Therefore, the nature of Phillips’s contacts with Minnesota were not incidental
or slight as they were in Walker Management; rather, they were the heart of business
dealings with several actors in the state centered around the sale and proposed development
of a property that occurred over the course of more than a year. This factor weighs in favor
of determining that Minnesota has specific personal jurisdiction over Phillips.
Connection of Contacts to the Cause of Action
As to the third factor, Phillips asserts that his actions are not connected to tenant’s
claims of tortious interference and that, therefore, this factor cannot weigh in favor of
determining that Minnesota has specific personal jurisdiction over him. Tenant asserts
that, because Phillips actively participated in these contacts with Minnesota and they
13
affected individuals and businesses in Minnesota, this factor also weighs in favor of
specific personal jurisdiction over Phillips.
Tenant amended its complaint to assert that Phillips intentionally interfered with its
contractual relations and with its prospective economic advantage. The facts, as set forth
in tenant’s amended complaint, illustrate that Phillips knew about the automatic ten-year
extension in the lease , signed a purchase agreement for the property that included a
requirement that landlord cancel all tenancies, made written promises to Enclave that tenant
would not remain on the property, and engaged in other related business. As explained
above, at this stage of the litigation, the facts alleged in the complaint are taken as true,
Rilley, 884 N.W.2d at 326, and these facts are the foundation for tenant’s allegations of
tortious conduct by Phillips against tenant. Therefore, Phillips’s contacts with Minnesota
are central to the cause of action and this factor weighs in favor of concluding that
Minnesota has specific personal jurisdiction over Phillips.
State’s Interest and the Parties’ Convenience
Phillips does not dispute the district court’s conclusion on factors four and five, but
he asserts that, because the first three factors weigh in his favor, the reasonableness of
litigation in Minnesota is irrelevant. Because w e review the determination of personal
jurisdiction de novo, see Bandemer, 931 N.W.2d at 749, we continue our analysis by
considering these factors.
When a complaint alleges injury to a Minnesota resident, the state has an interest in
resolving the dispute. See id. at 755; Rilley, 884 N.W.2d at 338. Minnesota is the proper
forum in this case because Minnesota has an interest in protecting its residents, the real
14
property at issue is located in Minnesota, and all of the parties are engaging in business in
Minnesota. Therefore, Minnesota is a reasonable and convenient forum and factors four
and five weigh in favor of Minnesota having personal jurisdiction over Phillips. Even if
we were to conclude that any of the first three factors presented a close case, our caselaw
requires resolving such uncertainty in favor of retaining jurisdiction. See Bandemer,
931 N.W.2d at 749.
In sum, our application of the five-factor test for specific personal jurisdiction
convinces us that, based on the facts alleged in tenant’s complaint, all five factors weigh in
favor of Minnesota exercising specific personal jurisdiction over Phillips. We therefore
conclude that the district court did not err by denying Phillips’s motion to dismiss for lack
of personal jurisdiction.
Affirmed.