Seven Acquisition LLC v. Gregg Williams

STATE OF MINNESOTA

IN SUPREME COURT

A24-1535

Court of Appeals Procaccini, J.

Seven Acquisition LLC,

Appellant,

vs. Filed: August 5, 2026
Office of Appellate Courts
Gregg Williams,

Respondent.

________________________

Andrew L. Marshall, James C. Kovacs, Bryce D. Riddle, Bassford Remele, P.A.,
Minneapolis, Minnesota, for appellant.

Jason R. Asmus, Scott M. Flaherty, Yuka Shiotani, Taft Stettinius & Hollister LLP,
Minneapolis, Minnesota, for respondent.

________________________

SYLLABUS

Quasi-judicial immunity applies to acts within the scope of a court-appointed

receiver’s appointment, even when the receiver is alleged to have acted at the direction of

a party and with an improper motive.

Affirmed.

1

OPINION

PROCACCINI, Justice.

The doctrine of quasi-judicial immunity generally protects a court-appointed

receiver from lawsuits based on actions taken by the receiver within the scope of the

receivership. In this case, we review the application of quasi-judicial immunity to

allegations that a receiver committed misconduct by acting at the direction of a party and

with an improper motive.

At the outset of foreclosure proceedings involving a property in downtown

Minneapolis, appellant Seven Acquisition LLC (Seven) was the property’s tenant, and

respondent Gregg Williams was the court-appointed receiver over the property. After an

unsuccessful attempt to remove Williams from the receivership in the foreclosure

proceedings, Seven sued Williams directly, alleging two claims: negligence and breach of

fiduciary duty. The district court dismissed the negligence claim based on quasi-judicial

immunity, but it did not dismiss the claim for breach of fiduciary duty.

Williams appealed. The court of appeals reversed the district court’s decision not

to dismiss the breach-of-fiduciary-duty claim, concluding that all the allegations related

to that count stemmed from actions that Williams took within the scope of the

receivership. Because quasi-judicial immunity protects quasi-judicial officers from suit

for all actions taken within the scope of their appointment regardless of motive, and the

allegations in Seven’s complaint allege either improper motives or actions taken within

the scope of the receivership, we affirm the decision of the court of appeals.

2

FACTS

Because this appeal arises from the denial of Williams’s motion to dismiss, the

facts presented here are as alleged in Seven’s complaint and in documents referenced in

the complaint. See Hoskin v. Krsnak, 25 N.W.3d 398, 401 (Minn. 2025). We accept the

allegations as true, and we construe reasonable inferences in Seven’s favor. Id. As the

court of appeals observed, these alleged facts “have not been tested by a trial or other

fact-finding inquiry.” See Seven Acquisition LLC v. Williams, 25 N.W.3d 412, 414 (Minn.

App. 2025).

Seven was a commercial tenant maintaining a restaurant, event center, and

nightclub business in a building in downtown Minneapolis. 700 Hennepin Holdings LLC

(700 Hennepin) was Seven’s landlord. The building was encumbered by a mortgage held

by Wilmington Trust, National Association (Wilmington Trust). 700 Hennepin was the

mortgagor. Midland Loan Services, a division of PNC Bank, was a special servicer for

Wilmington Trust. The parties at times refer to the mortgagee as “Wilmington,”

“Midland,” or “Wilmington/Midland.” The identity of the mortgagee is not at issue in this

appeal, and we refer to the mortgagee as “the bank” or “Midland.”

Between 2018 and 2019, the building’s roof began to leak. The leaks damaged the

building’s floors, walls, and ceiling. Seven reported the leaks to 700 Hennepin, but

700 Hennepin did not repair the roof. In response, Seven withheld rent. 700 Hennepin

then filed an eviction action against Seven. Seven and 700 Hennepin arbitrated their

dispute, and Seven won an arbitration award of approximately $800,000 against

3

700 Hennepin. After the arbitration award was issued, 700 Hennepin stopped making

mortgage payments to the bank.

Based on 700 Hennepin’s failure to repay the loan on the mortgage, the bank sued

700 Hennepin to collect the balance on the loan and take possession of the property.

Relevant here, the bank’s complaint requested the appointment of Gregg Williams as

receiver over the property. The day after the bank filed its complaint against

700 Hennepin, the bank and 700 Hennepin filed a stipulation for entry of an order

appointing Williams as receiver.

To be eligible to serve as a receiver, a receiver must be “independent as to the

parties and the underlying dispute.” Minn. Stat. § 576.26, subd. 1(2). In their stipulation,

the bank and Williams attested that Williams was sufficiently independent to serve as a

receiver, that the only relationship Williams had with the bank was “in the context of

discussions regarding the proposed receivership,” and that Williams did “not have any

material financial or pecuniary interest in the outcome of the underlying dispute between

the parties.” Seven’s complaint in this matter alleges, however, that at the time of his

appointment, Williams “had a significant business relationship with Wilmington Trust’s

agent, Midland, having received more than 50% of his business over the preceding

15 years from Midland.”

The same day that the bank and 700 Hennepin filed their stipulation, the district

court appointed Williams as receiver. The receivership order made findings of fact and

granted Williams several powers. Based on the information the bank and Williams

provided, the district court found that Williams was sufficiently independent to be named

4

as the receiver because the “only relationship that Mr. Williams [had] with the parties to

[the] action [was] in the context of discussions regarding the proposed receivership

sought in the Complaint,” that Williams did “not have any material financial or pecuniary

interest in the outcome of the underlying dispute between the parties,” and that Williams

did “not have any interest materially adverse to the interests of the parties to [the] action.”

The district court found Williams qualified to serve as the receiver and “as an officer of

the Court.” Most relevant here, the receivership order granted Williams the power to

“collect, control, manage, conserve, and protect the Receivership Property” and the

power to “oversee all collection of rents and cash flow” and “enforce any valid term,

condition, or covenant of any existing lease.”

Williams took over the day-to-day operations of the property. Seven alerted

Williams to the leaking roof, and Williams acknowledged the damage. But Williams

refused to repair the roof and informed Seven that he would not do so until Seven vacated

the property. Seven alerted Williams about a number of other necessary repairs, but

Williams either delayed the repairs or failed to make them. Due to the lack of

maintenance, the building deteriorated, and Seven had to close its business and vacate the

building. Based on the outstanding arbitration award that Seven had won against

700 Hennepin, Seven continued not to pay rent.

About five months after the district court issued the receivership order, the bank

amended its complaint against 700 Hennepin to add Seven as a party and include a count

commencing a foreclosure action. In the foreclosure action, Williams moved to compel

Seven to pay rent, arguing that Seven owed Williams rent and that Seven was in default

5

of its lease for failure to pay. Eventually, this court held that Seven and Williams needed

to submit the rent dispute to arbitration, see Wilmington Tr., Nat’l Ass’n v. 700 Hennepin

Holdings, LLC, 988 N.W.2d 895, 909 (Minn. 2023), but—according to Seven’s

complaint—there was never a determination that Seven owed rent or was in default of its

lease.

More than two years after Seven was named and served in the foreclosure action,

Seven moved to remove Williams from the receivership. Seven argued that Williams

failed to file a bond as required by Minnesota Statutes section 576.27, he was not

independent from the parties to the underlying dispute, and he failed to execute his duties

when he declined to make necessary repairs. The district court denied Seven’s motion to

remove Williams from the receivership because Seven’s motion was untimely and also

because Seven had not demonstrated good cause to remove Williams under Minnesota

Statutes section 576.37.1

Seven then sued Williams directly, asserting claims for negligence and breach of

fiduciary duty. In support of its negligence claim, Seven alleged that Williams failed to

exercise reasonable care in maintaining the property. As to its claim for breach of

fiduciary duty, Seven alleged that Williams owed a duty to Seven based on his position as

receiver. Seven alleged that Williams breached that duty because he had a conflict of

interest arising from his duties under the receivership order and duties imposed on him by

1
Minnesota Statutes section 576.37, subdivision 1, allows a court to remove a
receiver if “(1) the receiver fails to execute and file the bond required by section 576.27;
(2) the receiver resigns, refuses, or fails to serve for any reason; or (3) for other good
cause.”

6

the bank, he took direction from the bank, and he intentionally acted to damage Seven for

the bank’s benefit. Seven alleged that Williams’s actions were outside the scope of his

receivership authority.

Williams moved to dismiss Seven’s complaint for failure to state a claim upon

which relief can be granted. See Minn. R. Civ. P. 12.02(e). Relevant here, he asserted that

he was entitled to quasi-judicial immunity, a doctrine that protects receivers and other

quasi-judicial officers from lawsuits for conduct within the scope of their appointment.

Williams argued that this immunity barred both of Seven’s claims because the alleged

wrongdoing was within the scope of his appointment. The district court dismissed

Seven’s negligence claim on this basis. But it determined that there were fact questions as

to whether Williams had a conflict of interest with, or was taking direction from, the

bank. For that reason, the district court did not dismiss the claim for breach of fiduciary

duty.

Williams appealed the district court’s decision not to dismiss the

breach-of-fiduciary-duty claim.2 Seven did not cross-appeal the dismissal of the

negligence claim. At the court of appeals, Williams again argued that quasi-judicial

immunity barred Seven’s breach-of-fiduciary-duty claim. The court of appeals

recognized—and the parties did not dispute—that “Williams may invoke quasi-judicial

immunity in the appropriate situation.” Seven Acquisition, 25 N.W.3d at 416–17. The

2
In interpreting Minnesota Rule of Civil Appellate Procedure 103.03, we have held
that an order denying a dispositive motion on the ground of immunity from suit is
immediately appealable. Anderson v. City of Hopkins, 393 N.W.2d 363, 363–64 (Minn.
1986).

7

court of appeals then turned to the “question [of] whether this is such a situation.” Id.

at 417. In concluding that quasi-judicial immunity applied here, the court of appeals

determined that all of Williams’s alleged breaches of fiduciary duty arose from actions he

undertook within the scope of his appointment. The court of appeals further reasoned that

the allegation that Williams acted at the bank’s direction could establish only that

Williams acted with an improper motive, which was insufficient to defeat quasi-judicial

immunity. Id. at 417–20.

Seven filed a petition for further review, which we granted.

ANALYSIS

This case turns on the scope of the doctrine of quasi-judicial immunity and, in

particular, whether it encompasses Williams’s alleged conduct. We begin by explaining

the doctrine of quasi-judicial immunity as it applies to court-appointed receivers. We then

address the application of the doctrine in the context of Williams’s motion to dismiss,

analyzing whether the doctrine shields Williams from Seven’s breach-of-fiduciary-duty

claim.

A.

Quasi-judicial immunity is a long-recognized extension of judicial immunity,

which prevents judges from being held liable in civil lawsuits based on actions taken in

their judicial capacity. Linder v. Foster, 295 N.W. 299, 300–01 (Minn. 1940) (compiling

authorities). Judicial immunity protects the judiciary’s independence by recognizing and

addressing the commonsense reality that a defeated litigant “may not only think himself

wronged, but may attribute wrong motives to the judge whom he holds responsible for

8

his defeat.” Id. at 301. This protection “is not extended to the judge for his own sake, but

because the public interest requires full independence of action and decision on his part,

uninfluenced by any fear or apprehension of consequences personal to” the judge.

Robinette v. Price, 8 N.W.2d 800, 807 (Minn. 1943) (quoting Stewart v. Case, 54 N.W.

938, 938 (Minn. 1893)). Accordingly, judicial immunity generally protects judges from

being sued on the grounds that “the judge’s acts were the result of partiality, or malice, or

corruption.” Linder, 295 N.W. at 301; see also Brown v. Dayton Hudson Corp.,

314 N.W.2d 210, 214 (Minn. 1981) (explaining that judicial officers are absolutely

immune “regardless of motive”).

We have extended this protection to quasi-judicial officers through the doctrine of

quasi-judicial immunity, which similarly protects quasi-judicial officers from lawsuits

based on acts performed in their quasi-judicial capacity. See Brown, 314 N.W.2d at 214.

Like judicial officers, quasi-judicial officers cannot be sued based on their actions as a

quasi-judicial officer “by merely pleading that [their actions] were the result of a

conspiracy previously entered into.” Linder, 295 N.W. at 301–02. In short, quasi-judicial

immunity protects quasi-judicial officers from lawsuits based on actions taken within

their quasi-judicial capacity or based on general allegations of conspiracy related to their

quasi-judicial role.

And, for more than a century, we have recognized that quasi-judicial immunity

applies to court-appointed receivers when they are acting within the scope of the

receivership. See Schmidt v. Gayner, 62 N.W. 265, 265 (Minn. 1895). A court-appointed

receiver acts as the court’s agent, taking possession of and managing receivership

9

property, subject to the court’s direction. Aaron Carlson Corp. v. Cohen, 933 N.W.2d 63,

67–68 (Minn. 2019). A receiver’s duties are determined by statute, rule, or court order,

including the order appointing the receiver. Id. at 68. Minnesota Statutes chapter 576

governs receiverships and sets forth receivers’ basic powers and duties. See Minn. Stat.

§§ 576.21–.53. Chapter 576 also provides that a receiver “shall be entitled to all defenses

and immunities provided at common law for acts or omissions within the scope of the

receiver’s appointment.” Minn. Stat. § 576.28(a).

Taken together, our case law makes clear that when a receiver acts pursuant to a

receivership order or chapter 576, the receiver is acting within the scope of the

receivership and will be protected from suit for those actions, regardless of alleged

motive. And like other quasi-judicial officers, a receiver is protected from claims based

solely on allegations that the receiver was acting as part of a conspiracy.

B.

Williams moved to dismiss Seven’s complaint on the grounds that the actions

alleged were all taken within the scope of the receivership, and therefore, Seven failed to

state a claim upon which relief can be granted. See Minn. R. Civ. P. 12.02(e). Because we

are analyzing this issue in the context of a motion to dismiss, we next examine Seven’s

burden to state a claim under Minnesota’s notice-pleading standard. We then examine

whether Seven’s complaint must be dismissed based on quasi-judicial immunity.

1.

We review whether a complaint has sufficiently stated a claim de novo. Hansen v.

U.S. Bank, Nat’l Ass’n, 934 N.W.2d 319, 325 (Minn. 2019). A complaint states a claim if

10

it is possible, on any evidence that might be produced consistent with the pleader’s

theory, to grant the relief demanded. Walsh v. U.S. Bank, N.A., 851 N.W.2d 598, 603

(Minn. 2014). Under Minnesota’s notice-pleading standard, a plaintiff may rely on

general and conclusory statements of fact. Id. at 604–05. But conclusory statements of

law are not afforded deference. Id. at 603 (noting with approval “the common-sense

proposition that we are not bound by legal conclusions stated in a complaint when

determining whether the complaint survives a motion to dismiss for failure to state a

claim.” (citation omitted) (internal quotation marks omitted)); see also id. at 607 n.3

(“[W]hen determining whether a complaint survives a motion to dismiss for failure to

state a claim, we are not bound by the legal conclusions pleaded ….”).

Seven’s complaint alleges that “[t]he actions taken by [Williams] were outside the

scope of the Receiver’s authority.” Seven contends that, under Minnesota’s

notice-pleading standard, this allegation alone is sufficient to survive a motion to dismiss

based upon quasi-judicial immunity, because quasi-judicial immunity protects a receiver

from suit only for actions taken within the scope of the receivership. But whether

Williams’s alleged actions were within the scope of the receivership is, as Seven

conceded at oral argument, a conclusion of law. See Aaron Carlson Corp., 933 N.W.2d

at 67 (reviewing, as a question of law, whether bringing a veil-piercing claim was within

the scope of a receivership); cf. Reetz v. City of Saint Paul, 956 N.W.2d 238, 243 (Minn.

2021) (reviewing, as a question of law, whether an act was quasi-judicial).

Because the allegation that Williams acted outside the scope of the receivership is

a conclusion of law to which we are not bound, that allegation alone is insufficient to

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survive Williams’s motion to dismiss. See Walsh, 851 N.W.2d at 603, 607 n.3. Instead, to

survive the motion to dismiss, the complaint must plead facts that support the legal

conclusion that Williams’s conduct strayed beyond the scope of the receivership.3 See id.

at 604–05; see also Finn v. All. Bank, 860 N.W.2d 638, 654 (Minn. 2015) (affirming

dismissal of a claim because the complaint pled “nothing more than a legal presumption”

that was not an accurate statement of law and there were “no other allegations from

which a factfinder could draw a reasonable inference” that an element of the claim could

be established). Although such factual allegations can be broad and general—and we

must draw reasonable inferences from those allegations in Seven’s favor—if the

complaint fails to allege facts that support a conclusion that Williams acted outside the

scope of the receivership, then quasi-judicial immunity applies, and Seven has not stated

a claim upon which relief can be granted.4

3
Seven appears to argue that our decision in Demskie v. U.S. Bank, National
Association, 7 N.W.3d 382 (Minn. 2024), allows it to rely on its complaint’s conclusion
of law that Williams exceeded the scope of the receivership. In Demskie, we concluded
that a plaintiff had—at the judgment on the pleadings stage—alleged facts sufficient to
satisfy the legal conclusion that a defendant was a “shareholder” under the relevant
statute. Id. at 387–88. But, as we observed in Demskie, the complaint in that case alleged
facts that supported the party’s shareholder status. See id. (noting that the plaintiff’s
allegation that the defendant was a shareholder was not a “mere label” because the
complaint included “numerous facts supporting the allegation that [the defendant]
became the controlling shareholder”). Although Demskie reaffirmed that we do not
require exacting specificity in our pleading standard, it does not support the contention
that a plaintiff need not allege any facts to support a conclusion of law in their complaint.
4
Williams suggests that our analysis should be guided by Hoskin v. Krsnak, a case
in which we held that a motion to dismiss based on an affirmative defense may be
granted only if the allegations in the complaint, construed in the plaintiff’s favor,
establish an unrebuttable defense. 25 N.W.3d 398, 409 (Minn. 2025). Hoskin involved an
affirmative defense, not an immunity, and “[w]e treat affirmative defenses differently

12

2.

Under the standard discussed above, we analyze whether Seven has pled any

factual allegations—aside from general allegations of conspiracy of the type that we

addressed in Linder—that support a legal conclusion that Williams acted outside the

scope of the receivership.

To answer this question, we begin by defining the scope of the receivership at

issue. As discussed above, the scope of a receivership is set by statute, rule, or order of

the court, including the court order appointing the receiver. See Aaron Carlson Corp.,

933 N.W.2d at 68. Minnesota Statutes section 576.29, subdivision 1, lists several powers

and duties of a receiver, including “the power to collect, control, manage, conserve, and

protect receivership property” and “the power to assert rights, claims, causes of action, or

defenses that relate to receivership property.” Minn. Stat. § 576.29, subd. 1(a)(1), (3). In

addition, the receivership order here granted Williams “[t]he power to oversee all

collection of rents and cash flow” and “[t]he power to enforce any valid term, condition,

or covenant of any existing lease.” Accordingly, actions that Williams took to manage the

from immunities because they serve different purposes.” Rehn v. Fischley, 557 N.W.2d
328, 332 (Minn. 1997). Most relevant here, “an affirmative defense protects a party from
liability,” but “an immunity typically protects a party from suit.” Id. at 332–33. And “the
application of an immunity typically is a matter of law that is best resolved before the
parties engage in lengthy discovery.” Id. at 332. Given the distinctions that we have
drawn between affirmative defenses and immunities, it is unclear whether the standard
articulated in Hoskin applies to an assertion of immunity. Nevertheless—because we
conclude that the allegations in Seven’s complaint, construed in its favor, establish that
Williams is protected by quasi-judicial immunity—Seven has not stated a claim even
under Hoskin’s lenient standard. For that reason, we need not decide whether the Hoskin
standard applies to a motion to dismiss based on an immunity.

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property, assert claims on behalf of the property, enforce a lease, or collect rent were

within the scope of the receivership.

Seven argues that the factual allegations in its complaint show that Williams was

acting outside the scope of the receivership because the allegations show that Williams

was acting as an agent of one of the parties (the bank). Seven points to its allegations that

Williams failed to make repairs to the building so that Seven would be forced to vacate

the property, and that Williams made misrepresentations to the district court when

seeking the receivership appointment and during the rent dispute with Seven. Seven also

points to its allegations that Williams took direction from the bank, that Williams’s

extensive prior business relationships with the bank posed a conflict of interest with his

duties as receiver, and that Williams was participating in a plan with the bank to oust

Seven from the property. We examine whether each of these allegations, as well as the

complaint as a whole, support a reasonable inference that Williams acted outside the

scope of the receivership.

Starting with Williams’s alleged failure to repair the building and the actions he

took to collect rent from Seven, we agree with the court of appeals that these acts fell

within the scope of the receivership. Williams’s decisions regarding repairs fell within his

authority and discretion to control, manage, and operate the property. See Minn. Stat.

§ 576.29, subd. 1(a)(1). And Williams’s actions in the rent dispute were also within the

scope of section 576.29 and the receivership order, which authorized Williams to both

assert claims relating to the property and enforce existing leases. Pursuing an action to

14

collect rent—even if ultimately unsuccessful—was within Williams’s power to enforce

leases and to assert claims related to the property.

Seven argues that these actions were nonetheless outside the scope of the

receivership because Williams was not exercising his discretion as receiver but was

instead taking these actions as the bank’s agent. Here, Seven’s arguments that Williams

acted as the bank’s agent boil down to arguments that Williams acted with an improper

motive. But quasi-judicial immunity protects actions falling within the scope of the

receivership “regardless of motive.” Brown, 314 N.W.2d at 214. Williams is therefore

entitled to quasi-judicial immunity from Seven’s allegations relating to the failure to

repair the property and the rent dispute.

Seven’s other allegations fail to defeat quasi-judicial immunity because they

amount to general allegations of conspiracy like those addressed in Linder. In Linder, the

plaintiff’s allegations involved an alleged plot between court-appointed physicians and

the court commissioner to find the plaintiff mentally ill in a civil commitment

proceeding. See 295 N.W. at 300. We reasoned that quasi-judicial immunity should not be

circumvented by a plaintiff’s pleading that the acts in question were “the result of a

conspiracy.” Id. at 302. We observed that allowing general conspiracy allegations to

defeat a claim of quasi-judicial immunity would “scuttle the immunity rule.” Id. Here,

Seven alleges that Williams was motivated by a conflict of interest, took direction from

the bank, and participated in a plan with the bank to oust Seven from the property.

Although these allegations are somewhat more detailed than the allegations of the

plaintiff in Linder, they nonetheless amount to allegations of a conspiracy of the type

15

addressed in that case. See Linder, 295 N.W. at 302; see also Conspiracy, Black’s Law

Dictionary (12th ed. 2024) (defining “conspiracy” as “[a]n agreement by two or more

persons to commit an unlawful act” and noting that it is derived from a Latin word that

means to “plot together”). Under Linder, Seven’s general conspiracy allegations

regarding Williams’s plan with the bank to oust Seven cannot defeat Williams’s claim of

quasi-judicial immunity.5

We must also address Seven’s troubling allegation that Williams made

misrepresentations to the district court to be appointed as receiver. We have declined to

apply quasi-judicial immunity to protect attorneys and arbitrators from liability for fraud.

See Hoppe v. Klapperich, 28 N.W.2d 780, 791 (Minn. 1947) (noting that an attorney

forfeits quasi-judicial immunity if the attorney “permits the private interests and desires

of his client to become so dominant that he ceases to be a minister of justice and instead

5
Seven also argues that cases from other states support the conclusion that
Williams’s attempt to oust Seven was outside the scope of the receivership. Seven relies
heavily on Anes v. Crown Partnership, Inc., a case in which the Nevada Supreme Court
held that a receiver acted outside the scope of the receivership when the receiver harassed
a tenant of the receivership property. 932 P.2d 1067, 1071 (Nev. 1997). But Anes is
distinguishable. In Anes, the district court was asked to determine whether the receiver
had harassed the tenant and to enjoin future harassment. See id. Seven, on the other hand,
did not allege harassment in its complaint or ask the district court to determine whether it
was being harassed. Seven’s complaint instead relies on a theory that Williams was
conspiring with the bank, asserting that Williams acted at the bank’s direction to oust
Seven from the property. Accordingly, we do not find Anes persuasive here.
Seven’s reliance on Kohlrautz v. Oilmen Participation Corp., 441 F.3d 827 (9th
Cir. 2006), is similarly unpersuasive. In Kohlrautz, the Ninth Circuit interpreted Nevada
law and declined to apply quasi-judicial immunity to a receiver because the receiver
acted partially toward one party in the litigation and made misrepresentations to the
district court. 441 F.3d at 836. Because this approach is inconsistent with our reasoning in
Linder, which protects quasi-judicial officers from liability based on allegations of
partiality, we decline to follow Kohlrautz. See Linder, 295 N.W. at 300–02.

16

knowingly becomes an instrumentality for the perpetration of fraud”); L & H Airco, Inc.

v. Rapistan Corp., 446 N.W.2d 372, 377 (Minn. 1989) (declining to apply arbitral

immunity to protect an arbitrator from criminal liability for fraud). Although Seven

alleges that Williams made misrepresentations before the district court, Seven neither

asserted a fraud claim in its complaint nor pursued a fraud exception to the quasi-judicial

immunity doctrine before this court or the court of appeals. Nor did Seven’s complaint

contend that Williams should lose quasi-judicial immunity because the alleged

misrepresentations rendered the receivership itself invalid. Unlike L & H Airco,

446 N.W.2d at 375, which involved a fraud lawsuit, or Hoppe, 28 N.W.2d at 791, which

considered a circumstance in which an attorney “knowingly [became] an instrumentality

for the perpetration of fraud,” Seven does not allege that Williams and Midland

committed fraud. Instead, Seven alleges that Williams made misrepresentations to the

district court as part of the bank’s plan to oust Seven from the property, which was a

breach of his fiduciary duty to Seven. As discussed above, the allegations that Williams

participated in a plan to harm Seven are conspiracy allegations that, under Linder, do not

defeat quasi-judicial immunity.

Moreover, it is not clear that Williams’s alleged misrepresentations to the district

court support Seven’s claim for breach of fiduciary duty. Such misrepresentations would

arguably breach a duty to the court. Cf. In re Houge, 764 N.W.2d 328, 335 (Minn. 2009)

(describing the contents of an affidavit as amounting to “an affirmative misrepresentation

in violation of [the attorney]’s duty of candor to the tribunal”). But even if Williams owed

a fiduciary duty to Seven related to his representations to the court, it is unclear how that

17

duty could have arisen before Williams was appointed as receiver.6 See Midland Nat’l

Bank of Minneapolis v. Perranoski, 299 N.W.2d 404, 413 (Minn. 1980) (noting that no

fiduciary duty existed between parties to a transaction who did not have a fiduciary

relationship). Pre-appointment misrepresentations, therefore, would not support a

breach-of-fiduciary-duty claim. We therefore reject Seven’s argument that Williams’s

alleged pre-appointment misrepresentations to the district court prevent the application of

quasi-judicial immunity as to Seven’s fiduciary duty claim.

We are mindful that our notice-pleading standard is a low one and that reasonable

inferences must be drawn in favor of Seven. But to succeed here—that is, to avoid the

application of quasi-judicial immunity—Seven must show that its allegations give rise to

a reasonable inference that Williams acted outside of the scope of the receivership. When

viewed in their totality, the allegations in Seven’s complaint portray a series of acts that

were taken within the scope of the receivership, and which may well support an inference

of improper motive. But such allegations do not support an inference that Williams acted

outside of the scope of the receivership, and an inference of improper motive does not

defeat the protections of quasi-judicial immunity.7

6
Whether Williams owed a duty to Seven based on his quasi-judicial role as
receiver is not at issue before us. We assume without deciding that Williams owed such a
duty to Seven for the purpose of this analysis only.
7
In other words, Seven has pled itself out of court by admitting “all the ingredients
of” quasi-judicial immunity. Hoskin, 25 N.W.3d at 408. The allegations in Seven’s
complaint establish quasi-judicial immunity by making clear that Williams was a receiver
and that Williams acted within the scope of the receivership. See id. at 409 (discussing
motion to dismiss standard); Brown, 314 N.W.2d at 214 (describing requirements of
quasi-judicial immunity). As discussed above, although we conclude that Seven’s

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We also take seriously Seven’s argument that applying quasi-judicial immunity

here could allow corrupt receivers to engage in misconduct without adequate

accountability. But just as lawsuits brought by defeated parties against judges jeopardize

judicial independence, so too do lawsuits against quasi-judicial officers when those

officers exercise their powers contrary to the suing party’s wishes. See Linder, 295 N.W.

at 301 (“A defeated party to a litigation may not only think himself wronged, but may

attribute wrong motives to the judge whom he holds responsible for his defeat.”). And

jeopardizing judicial independence is against the interests of the public. The public is

served when receivers have “full independence of action and decision” and are

“uninfluenced by any fear or apprehension of consequences personal” to themselves. See

Robinette, 8 N.W.2d at 807.

We emphasize that corrupt receivers are not left unchecked and that chapter 576

does not leave aggrieved parties without recourse. To the contrary, and as the court of

appeals observed, chapter 576 grants district courts power to control receivers and

provides remedial options for parties wronged by a receiver. See Minn. Stat. § 576.23

(outlining the district court’s “exclusive authority to direct the receiver” and its “authority

over all receivership property”); Minn. Stat. § 576.37, subd. 1 (providing that a district

court may remove a receiver for good cause); Minn. Stat. § 576.38, subd. 1 (allowing a

district court to assess sanctions against a receiver).

complaint does not survive Williams’s motion to dismiss even under the lenient Hoskin
standard, we need not and do not resolve whether that standard governs motions to
dismiss based on immunity.

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And here, Seven availed itself of these remedies—albeit unsuccessfully—bringing

motions to remove Williams from the receivership and to amend the receivership order in

various ways. Relevant to this appeal, the district court considered and rejected Seven’s

argument that Williams should be removed as a receiver based on the allegation that

Williams was not sufficiently independent from the parties, as required by chapter 576.

See Minn. Stat. § 576.26, subd. 1(2) (requiring, among other things, that an order

appointing a receiver include “written conclusions based in the record” that the receiver

“is independent as to the parties and the underlying dispute”). The district court

determined that lack of independence was not a reason to remove Williams, because

Minnesota Statutes section 576.26, subdivision 3(b), provides that a “proposed receiver

shall not be disqualified solely because” the receiver “has been engaged by any of the

parties to the action in matters unrelated to the underlying action.”8 In other words, the

district court heard and grappled with one of Seven’s primary arguments in this

case—that Williams was acting at the direction of the bank—and it rejected that

argument.

Because Seven’s complaint establishes that Williams’s alleged actions were

protected by quasi-judicial immunity, the court of appeals did not err when it determined

that Williams was entitled to dismissal of Seven’s claim for breach of fiduciary duty.

8
There is no indication in the record that Seven appealed the district court’s denial
of its motion to remove the receiver. Neither the appealability of the district court’s order
nor its merits are before us.

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CONCLUSION

For the foregoing reasons, we affirm the decision of the court of appeals.

Affirmed.

21