Charles Ward, 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This opinion is nonprecedential except as provided by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
A25-0016

Charles Ward, et al.,
Appellants,

vs.

Ward Family, Inc., et al.,
Respondents.

Filed August 18, 2025
Affirmed in part, reversed in part, and remanded
Reilly, Judge*

Stearns County District Court
File No. 73-CV-23-434

Sarah R. Jewell, River Valley Law, P.A., Waite Park, Minnesota (for appellants)

Christopher A. Wills, Mara C. Swanson, RGP Law, Ltd., St. Cloud, Minnesota (for
respondents)

Considered and decided by Ede, Presiding Judge; Bond, Judge; and Reilly, Judge.
NONPRECEDENTIAL OPINION
REILLY, Judge
After the district court ordered a buyout under Minn. Stat. § 302A.751 (2024),
appellants argue that the district court erred by (1) considering factors beyond the statutory
factors in evaluating the shares; (2) excluding relevant evidence; (3) demonstrating bias;

* Retired judge of the Minnesota Court of Appeals, serving by appointment pursuant to
Minn. Const. art. VI, § 10.
2
and (4) not providing sufficient findings of fact or conclusions of law when it awarded
sanctions, attorney fees, and costs and disbursements. We affirm (1) the district court’s
share valuation because it did not consider improper information in evaluating the shares;
and (2) its evidentiary rulings because appellants did not move for a new trial. Further,
appellant’s arguments related to judicial bias do not present a basis for relief because there
is no showing that the district court’s conduct was prejudicial, biased, or deprived
appellants of a fair trial. We also affirm the district court’s award of attorney fees related
to respondents’ motion to compel. But we reverse and remand the district court’s award of
$3,572.50 in attorney fees to respondents related to their motion for sanctions because there
are insufficient findings to permit meaningful appellate review.
FACTS
This case stems from a longstanding intrafamilial dispute that has spurred
significant litigation. Appellants Charles Ward, Kathryn Blum, Dustin Ward, Kelsie Ward,
and Kayla Ward are shareholders of Ward Family Inc. (WFI), a closely held family
business. Individual-respondents Ann Sullivan, Molly Thompson, Kevin Ward, and
Richard Ward are also shareholders.
1
Background Information
“In the 1960s, Richard and [his then wife] Rosemary acquired 1,200 acres of rural
property in Stearns County from Rosemary’s parents. In the 1960s or 1970s, Richard and
Rosemary also purchased El Rancho Manana, Inc. (ERM[]) from Rosemary’s parents.”

1 Because several parties share the same last name, we refer to them by their first names.
3
Blum v. Thompson, 901 N.W.2d 203, 208 (Minn. App. 2017), rev. denied (Minn. Oct. 25,
2017). Since the 1960s, ERM has operated a campground and riding stable on a portion of
the 1,200-acre property.
Richard and Rosemary have seven children: Kathryn , Charles, Kevin, Thomas,
Molly, Ann, and Maggie. Relevant to this appeal, their son Charles has three children:
Dustin, Kayla, and Kelsie.
Richard and Rosemary dissolved their marriage in 1985. Id. The dissolution decree
awarded the 1,200-acre property and all shares of ERM to Richard. Id. Richard continued
operating ERM’s campground and riding stable on a portion of the property. Id. Their son
Kevin began managing ERM in the 1990s. Ward v. El Rancho Manana, Inc., 945 N.W.2d
439, 443 (Minn. App. 2020), rev. denied (Minn. Oct. 1, 2020).
In 1998, Richard formed WFI to give the 1,200-acre property to his children. After
forming WFI, ERM continued to operate a campground and riding stable on the property
without a written lease agreement. Id.
Between 1998 and 2012, Richard gifted all but one of his shares in WFI to his
children in equal amounts. Charles eventually gifted all but nine of his shares in WFI to his
children— Dustin, Kayla, and Kelsie—in equal amounts. The following chart details WFI’s
shareholders at the time of trial.

4
Name (party on appeal) Relation to Richard Number of Shares
Richard Ward (respondent) Self 1
Kevin Ward (respondent) Son 142,857
Molly Thompson (respondent) Daughter 142,857
Ann Sullivan (respondent) Daughter 142,857
Thomas Ward (nonparty) Son 142,857
Maggie Motyl (nonparty) Daughter 142,857
Kathryn Blum (appellant) Daughter 142,857
Charles Ward (appellant) Son 9
Dustin Ward (appellant) Grandson 46,116
Kayla Ward (appellant) Granddaughter 46,116
Kelsie Ward (appellant) Granddaughter 46,116
Rosemary Ward (nonparty) Former Wife 4,500

Since 2012, the directors of WFI have been Richard, Molly, and Ann, and its officers
have been Molly, as chief financial officer, and Ann, as chief executive officer.
In 2012, WFI and ERM entered into a written lease. Under the lease, ERM maintains
the property, pays taxes and fees, and purchases insurance. In exchange, ERM leases the
entire property for two, 20-year terms to WFI . The second 20-year term renews
automatically in 2032 unless ERM declines renewal. The lease expires in 2052. In 2013,
Kevin bought ERM from Richard. Kevin has been the sole shareholder of ERM since 2013.
Prior Litigation
Because some of the complaints that appellants raise repeat claims previously
litigated, we summarize the prior litigation. In 2014, Kathryn, Charles, and Thomas sued
Molly, Ann, Richard, Kevin, and WFI. Blum, 901 N.W.2d at 213. They alleged breach of
fiduciary duty and oppression of minority shareholders’ rights directly against the
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individual defendants. Id. They also brought derivative claims on behalf of WFI against
the individual defendants, including breach of fiduciary duty, corporate waste, and unjust
enrichment. Id. And they sought an accounting of WFI. Id. We affirmed the district court’s
summary-judgment dismissal of the derivative claims but reversed and remanded the
district court’s summary-judgment dismissal of the direct claims. Id. at 212-23. On appeal
following remand, we affirmed the jury determination that none of the parties breached
their fiduciary duties and affirmed the district court’s rejection of the shareholder-
oppression claim. Blum v. Thompson, No. A19-0938, 2020 WL 1983218, at *1- 2, *8-12
(Minn. App. Apr. 27, 2020), rev. denied (Minn. July 23, 2020).
In 2018, Dustin, Kayla, and Kelsie brought a declaratory-judgment action against
Richard, Kevin, Molly, Ann, and ERM, seeking judicial review of the lease between WFI
and ERM. Ward, 945 N.W.2d at 444. Relevant to this appeal, Dustin, Kayla, and Kelsie
alleged that the lease constituted an equitable mortgage, claiming that WFI was essentially
financing ERM’s purchase of the property over the lease term. Id. Also relevant to this
appeal, the district court found that the shareholders had been reminded that WFI and ERM
are distinct legal entities and that the only connection between the two companies was
ERM’s lease of WFI’s land. The district court granted Richard, Kevin, Molly, Ann, and
ERM’s motion for summary judgment, determining that the issue was barred by res
judicata. Id. We affirmed. Id. at 446.

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This Case
In 2022, appellants Charles, Kathryn, Dustin, Kelsie, and Kayla sued respondents
WFI, Ann, Molly, Kevin, and Richard. The lawsuit included several claims involving WFI
and ERM. Respondents answered and counterclaimed, arguing that appellants were
wasting WFI assets and seeking to buy out appellants’ shares under
Minn. Stat. § 302A.751, subd. 2 (2024). Respondents moved to dismiss appellants’
complaint and sought sanctions for asserting meritless claims. The district court granted
the motion in part and deferred ruling on the motion for sanctions. The district court later
granted respondents’ motion for attorney fees and expenses related to a motion to compel
discovery but deferred ruling on the amount.
Later, the district court granted respondents’ motion for summary judgment and
dismissed the rest of appellants’ claims. The district court determined appellants were
wasting corporate assets and granted respondents’ motion for a buyout. In July 2024, the
district court held a bench trial to determine the value of WFI’s shares. The district court
heard testimony from four experts, including appellants’ expert, Robert Strachota.
Strachota determined that WFI was valued at $1.055 per share. The district court found
Mr. Strachota’s testimony credible and adopted his opinion that WFI was valued at $1.055
per share. The district court also awarded respondents $3,572.50 in attorney fees and
expenses related to their sanctions motion and $3,215 in attorney fees and expenses related
to their motion to compel discovery.
This appeal follows.

7
DECISION
I. The district court acted within its discretion in determining the fair value of
the shares.

In challenging the district court’s valuation, appellants argue that (1) the district
court made a “grave error” by assuming that ERM was a distinct entity from WFI; (2) the
district court abused its discretion by considering the original owner’s wishes when
determining the value of WFI; and (3) the valuation gave Kevin a windfall. We address
each argument in turn.
Under Minn. Stat. § 302A.751, subd. 1(b)(5) (2024), a district court “may grant
equitable relief it [finds] just and reasonable in the circumstances” if it determines that
“corporate assets are being misapplied or wasted.” Available equitable relief includes a
buyout of a party’s interests by the business entity. Minn. Stat. § 302A.751, subd. 2 (2024).
The district court determined appellants engaged in corporate waste and ordered a buyout
under Minn. Stat. § 302A.751, subd. 2. Appellants do not challenge the district court’s
buyout order on appeal.
When a buyout is ordered under Minn. Stat. § 302A.751, subd. 2, “[t]he purchase
price of any shares so sold shall be the fair value of the shares.” Id. A district court “has
broad discretion both in the process and the ultimate determination of the ‘fair value’ of
the shares to be sold.” Advanced Commc’n Design, Inc. v. Follett , 615 N.W.2d 285, 290
(Minn. 2002).
We first conclude that res judicata bars appellants’ argument related to whether the
district court erred by determining that ERM was a distinct entity from WFI. “Under res
8
judicata, a party is required to assert all alternative theories of recovery in the initial action.”
Hauschildt v. Beckingham, 686 N.W.2d 829, 840 (Minn. 2004). The doctrine acts as an
absolute bar to subsequent litigation when four elements are met: “(1) the earlier claim
involved the same set of factual circumstances; (2) the earlier claim involved the same
parties or their privies; (3) there was a final judgment on the merits; (4) the estopped party
had a full and fair opportunity to litigate the matter.” Id.
We addressed res judicata in a previous appeal involving these underlying facts. In
2018, appellants challenged the lease between WFI and ERM, arguing that WFI was
financing ERM’s purchase of the property over the lease term. Ward, 945 N.W.2d at 444.
The district court found that the shareholders had been informed that WFI and ERM were
distinct legal entities and that the only connection between the two companies was ERM’s
lease of WFI’s land. This finding was not challenged on appeal. Id. at 445-48. We affirmed
the district court’s determination that the issue was barred by res judicata because whether
the lease harmed WFI had already been litigated. Id. at 448; see Blum, 901 N.W.2d at 215-
16.
The facts have not changed here. Appellants continue to claim that their interest in
WFI is harmed by WFI’s lease with ERM. The previous claims involved the same parties
or their privies. See Ward, 945 N.W.2d at 448 (concluding that privity exists between the
WFI shareholders). There was a final judgment on the merits. See id. (noting previous
litigation related to WFI and its lease with ERM). Appellants had the opportunity to argue
that WFI and ERM were linked and therefore had a full and fair opportunity to litigate the
matter. And appellants point to no record evidence that WFI and ERM were not separate
9
legal entities. Again, the district court previously found that the shareholders had been
informed that WFI and ERM were separate entities. And appellants have not shown how
this district court abused its discretion by assuming that the companies were separate legal
entities only connected by a lease.
Second, we conclude that the district court did not abuse its discretion by
considering the wishes of the original owner, Richard, in determining the share valuation.
As a basis for this argument, appellants appear to point to the district court’s finding that
Richard created WFI “as a means of eventually passing his property to his heirs. The
corporation was never formed to generate revenue or profit for shareholders.” Appellants
provide no relevant record support showing that the district court considered Richard’s
wishes when determining the value of WFI. And even if appellants had shown that the
district court considered Richard’s intentions, they provide no authority establishing that a
district court abuses its discretion by doing so. See Follett, 615 N.W.2d at 290 (noting that
a district court has “broad discretion” in determining the fair value of shares).
We conclude that the record supports the district court’s value determination. At
trial, the district court heard from four witnesses about the value of WFI. Respondents
called Brian Guggenberger and Jerry Bremer. Guggenberger provided an appraisal
determining that WFI’s 1,200 acres were worth $11,415,000 without the ERM lease and
$140,000 with the lease. The district court found that it was “not convinced of the
reasonableness of Mr. Guggenberger’s testimony regarding the value of the land as of the
trial.” Bremer provided a business appraisal to value appellant’s shares in WFI on behalf
of respondents. Bremer opined that WFI had “negative value” due to its debts and other
10
liabilities. The district court did not find Bremer’s testimony helpful in determining the
value of WFI. Appellants do not challenge either of these findings on appeal.
Appellants called Peter Guidera and Robert Strachota. Guidera provided a broker
opinion of the value of WFI’s land to appellant. He explained that a broker opinion is much
less involved than an appraisal. Guidera opined that WFI’s land could sell for $15-$20
million, but he was unaware of WFI’s lease with ERM and did not factor the lease into his
appraisal. Guidera testified that the lease would have a “negative impact” on the value. The
district court did not find Guidera’s testimony helpful for several re asons, including that
he was unaware of the lease when he developed his opinion, and his demeanor changed
when he testified about the lease. See Landmark Cmty. Bank, N.A. v. Klingelhutz, 927
N.W.2d 748, 755 (Minn. App. 2019) (explaining that appellate courts “defer to a district
court’s credibility determinations”).
The district court found that appellants’ witness Strachota provided the “most
persuasive evidence as to the value or the shares of WFI.” Strachota prepared a real estate
and business appraisal and opined that the lease decreased the value of the property. He
determined that WFI was worth $1,060,000 or $1.055 per share.
The district court’s order shows that it relied on appellant’s own expert’s testimony
and opinion in determining the fair value of WFI’s shares. When considering the district
court’s “broad discretion both in the process and ultimate determination of the ‘fair value’”
of shares to be sold, Follett, 615 N.W.2d at 290, we cannot say that it abused its discretion
in its valuation of the shares.

11
II. Appellants failed to preserve for our review their challenges to the district
court’s evidentiary rulings.

Appellants contend that the district court improperly admitted a lease, refused to
admit a 2012 appraisal of the property and other evidence pertaining to WFI’s value,
refused to admit “evidence demonstrating that even respondents think approximately $1
million is a ridiculously low assessment of WFI’s true value,” and refused appellants’
requests to recall witnesses.
Evidentiary rulings are “within the broad discretion of the [district] court and its
ruling[s] will not be disturbed unless [they] [are] based on an erroneous view of the law or
constitute[] an abuse of discretion.” Kroning v. State Farm Auto. Ins. Co., 567 N.W.2d 42,
45-46 (Minn. 1997) (quotation omitted). The complaining party has the burden of proving
both abuse of discretion and resulting prejudice. Id. at 46. “An error is prejudicial if it might
reasonably have changed the result.” Torchwood Props., LLC v. McKinnon, 784 N.W.2d
416, 419 (Minn. App. 2010) (quotation omitted).
We conclude that appellants failed to preserve their objections to the district court’s
evidentiary rulings for our review. “It has long been the general rule that matters such as
trial procedure, evidentiary rulings and jury instructions are subject to appellate review
only if there has been a motion for a new trial in which such matters have been assigned as
error.” Sauter v. Wasemiller, 389 N.W.2d 200, 201 (Minn. 1986) ; see also Minn. R. Civ.
App. P. 103.04 (“The scope of review afforded may be affected by whether proper steps
have been taken to preserve issues for review on appeal, including the existence of timely
and proper post-trial motions.”). “Thus, evidentiary rulings made at trial must be assigned
12
as error in a motion for a new trial or amended findings in order to properly preserve an
objection for appellate review.” Continental Retail, LLC v. County of Hennepin, 801
N.W.2d 395, 399 (Minn. 2011). Because appellants failed to bring posttrial motions, we
conclude that they did not properly preserve their evidentiary objections for our review.
III. The district court did not exhibit judicial bias.
Appellants assert that the district court exhibited judicial bias by making objections
on behalf of respondents and disallowing certain lines of questions. Appellate courts
presume that a district court judge “has discharged her duties properly.” Hannon v. State ,
752 N.W.2d 518, 522 (Minn. 2008). Further, “[p]revious adverse rulings by themselves do
not demonstrate bias,” but “the record as a whole” must exhibit judicial bias. Id. In
evaluating claims of judicial bias, appellate courts “have considered whether the [district
court] considered arguments and motions made by both sides, ruled in favor of a
complaining defendant on any issue, and took actions to minimize prejudice to the [party].”
Id.
Appellants fault the district court for raising objections on behalf of respondents.
Appellants first point to the following exchange:
APPELLANTS’ COUNSEL: Okay. So, are you aware of
whether any saw logs have been used to make furniture or a
table or bar or anything like that?

WITNESS: I have been told that—
THE COURT: Just wait. That might be hearsay.
THE WITNESS: Sorry.
THE COURT: I have been told.
13
APPELLANTS’ COUNSEL: Okay. Well, maybe we can
restate this. I’m just asking about your awareness, not what
anybody told you. I want to know what you’re aware of.

The district court allowed questioning to continue.
Appellants next point to the following interaction:
APPELLANTS’ COUNSEL: In what way would you amend
or change the lease with ERM?

THE COURT: I’m going to object for Mr. Wills. How is that
relevant?

APPELLANTS’ COUNSEL: I guess I don’t understand why
the other shareholders —if we’re saying here and everyone’s
testimony under oath is saying that no one has control of the
company, even the board of directors who all vote as a block
and that my clients, as minority shareholders, lack control,
which I’m trying to establish, but I’m not able to, how can it
be that my client cannot be asked the same question even
though she doesn’t sit on the board as a minority shareholder
if she would change anything?

[Respondents’ counsel] was able to ask his clients, “If you had
the opportunity to change the lease with ERM . . .” that was
apparently a relevant question to them, but it’s not to my
clients? I’m not understanding why there seems to be an
appearance of bias.

THE COURT: Okay.
APPELLANTS’ COUNSEL: Why [respondents’ counsel’s]
clients are asked that and get to answer as to what they would
hypothetically do if that was given to them but my clients are
not able to answer to that.

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THE COURT: [Appellant’s counsel], I’m in the interest—I’m
trying to keep things moving along. I don’t think it was
irrelevant, but you didn’t interpose an objection. And we’ve
got a long pause, so I’ll let her answer. I just don’t think it’s
relevant. You can answer. Would you change the lease? Sure.

Again, the district court allowed questioning to continue.
Appellants also point to the following exchange:
RESPONDENTS’ COUNSEL: Objection; undisclosed
opinion.

THE COURT: I’ll allow it.
WITNESS: I know of Mr. Guidera. He is a broker that’s
recognized in the marketplace. I run across him every so often.

THE COURT: That’s not responsive to the question. You’re
bolstering another witness’s testimony. So, if you could just
answer the question.

WITNESS: Okay. He is a good broker. He . . .
Appellants’ counsel did not challenge this interaction, and the district court allowed the
witness to answer the question.
Appellants also address the following interaction:
RESPONDENTS’ COUNSEL: I’m going to object; relevance,
undisclosed opinion.

THE COURT: And isn’t this beyond the scope of cross?

RESPONDENTS’ COUNSEL: And beyond the scope of cross.

THE COURT: [Appellants’ counsel]?

APPELLANTS’ COUNSEL: Well, I believe it is in his report
and maybe if you can identify the page number as where, you
know, the taxation treatment of the property played a role in
the appraisal that might be helpful.
15
THE COURT: So, I’ll sustain the objection.

APPELLANTS’ COUNSEL: I’ll restate the question.

THE COURT: Thank you.

Here, too, although counsel had to restate the question, appellants were allowed to continue
with the line of questioning.
Finally, appellants point to the following discussion:
APPELLANTS’ COUNSEL: What documents from the
county are you referring to that gave you some clue or idea that
this was happening?

WITNESS: After we did a data access from the county, we
demanded that they give us all of their records because our
board refused to give us any information—

THE COURT: Move to strike the last part. If you could just
answer the question, we’ll move this along.

THE WITNESS: I’m sorry.

APPELLANTS’ COUNSEL: Okay. So, you have personal
knowledge of documents from Stearns County that relate to the
failed septic systems on Ward Family, Inc. land?

Again, appellants were able to continue their questioning of the witness but chose to
reframe their question.
Appellants also contend that the district court “needlessly chastis[ed] [a]ppellants’
attorney from the bench in a fashion markedly different from how [r]espondents’ attorney
was treated.” Appellants cite an exchange in which the district court, in explaining its
decision to sustain an objection to appellants’ question, informed counsel that it “[had]
concerns that this [question] is just meant to disparage the other side because of
16
involvement of third parties on a variety of reasons.” In a separate statement, the district
court informed appellants’ counsel that it “[did not] appreciate that colloquy that [she] just
put on the record. If you want [the witness] to provide expert testimony then we need to
clarify that [the witness’s] expert testimony was disclosed[.]” Appellants also point to a
statement in which the district court expressed concerns that the evidence appellants’
attorney “was soliciting would cause the court to have to find that the value of shares is
worth even less than her expert witness’s testimony.”
Assuming without deciding that appellants’ argument is properly before us, we
conclude that appellants did not establish bias . “Even if a [district] court’s comments are
not always appropriate, appellate courts will not intervene unless the comments were
‘prejudicial, biased or deprived plaintiffs of their right to a fair trial.’”
In re Welfare of D.J.N., 568 N.W.2d 170, 176 (Minn. App. 1997) (quoting
Uselman v. Uselman, 464 N.W.2d 130, 139 ( Minn. 1997)). And there is also less concern
over a district court’s “questions and tone of voice” in a bench trial. Id.
Appellants have not shown how the district court’s questions and comments were
inappropriate, biased, or prejudicial, particularly considering the district court’s latitude in
managing trial procedure. See Minn. R. Evid. 611 (“The court shall exercise reasonable
control over the mode and order of interrogating witnesses and presenting evidence.”). The
district court’s order establishes that it carefully considered the applicable law in making
its decision. The district court also determined that one of appellants’ expert witnesses
provided the most credible testimony of the four expert witnesses, including two of
respondents’ expert witnesses. And the district court extended the length of the trial beyond
17
its original allotted time to accommodate appellants’ desire to present another witness. On
this record, we conclude that the district court did not show bias.
IV. The district court did not abuse its discretion in awarding costs related to the
motion to compel discovery, but did not make sufficient findings to permit
meaningful appellate review of its order granting the motion for sanctions.

When the district court granted respondents’ request for costs related to the motion
to compel discovery and respondents’ motion for sanctions related to the motion to dismiss,
it ordered that (1) appellants pay $3,215 in sanctions for the costs respondents incurred in
bringing their motion to compel discovery and that (2) appellants pay $3,572.20 in
sanctions for the costs respondents incurred in bringing their motion for sanctions.
Appellants argue that the district court granted respondents’ motion for sanctions and
awarded costs and disbursements without sufficient findings.
Appellate courts review a district court’s decision to award costs and sanctions for
an abuse of discretion. See Buscher v. Montag Dev., Inc., 770 N.W.2d 199, 211-12 (Minn.
App. 2009) (explaining that the district court did not abuse its discretion by refusing to
award costs associated with a motion).
In the spring of 2023, respondents moved for sanctions, asserting that appellants’
legal claims lacked merit. The district court deferred ruling on the motion, noting that it
was “inclined to award [respondents’] costs and disbursements,” and that “several of
[appellants’] claims were/are clearly without merit.”
At the close of trial, the parties agreed to submit closing arguments in writing.
Respondents’ brief and closing arguments stated that they “incurred $3,215 in attorney[]
fees and expenses related to the motion to compel.” It did not, however, address the
18
attorney fees associated with the motion for sanctions or state that they incurred $3,572.50
for attorney fees associated with the motion to dismiss. Yet the district court awarded
respondents $3,572.50 in attorney fees and expenses related to their motion to dismiss. It
also awarded respondents $3,215 for attorney fees and expenses associated with their
motion to compel discovery.
We begin by addressing the award of $3,215 in attorney fees related to respondents’
motion to compel discovery. We do not presume error by the district court, “and the
complaining party has the obligation to provide the appellate court with a record sufficient
to show any alleged error.” Butler v. Jakes, 977 N.W.2d 867, 873 (Minn. App. 2022).
Appellants had an opportunity to challenge the amount requested at the close of the trial
but failed to do so. And appellants also moved to amend the judgment after trial without
challenging this award. Because appellants d id not demonstrate an abuse of discretion
associated with the district court’s award of $3,215 in attorney fees related to respondents’
motion to compel, we affirm that award.
We next address the award of $3,572.50 in attorney fees related to respondents’
motion for sanctions. Minnesota Rule of Civil Procedure 11.02 provides that an attorney,
by submitting a pleading, certifies that it is “not being presented for any improper purpose”
and the legal contentions “therein are warranted by existing law or by a nonfrivolous
argument for” modifying the law. Under rule 11.03, a district court may award sanctions
upon a proper showing that rule 11.02 has been violated. In such an award, the district court
must “describe the conduct determined to constitute a violation of this rule and explain the
basis for the sanction imposed.” Minn. R. Civ. P. 11.03(c). Additionally, a district court
19
must make sufficient findings to permit meaningful appellate review.
See Woodrich Const. Co. v. State, 177 N.W.2d 563, 565 (Minn. 1970) (reversing and
remanding because the district court’s findings were insufficient to determine “the basis
upon which the [district court] reached its ultimate conclusion”). In its award of sanctions,
the district court did not identify the precise basis on which it was imposing sanctions, issue
an order to show cause, or otherwise follow the proper procedures before imposing the
sanctions. Because the district court’s order did not identify the precise basis under rule 11
for awarding sanctions or provide appellants with an opportunity to respond, we conclude
the district court erred and accordingly reverse and remand for additional proceedings on
the sanctions motion.2
Affirmed in part, reversed in part, and remanded.

2 We also consider appellants’ assertion that the district court’s determination that
respondents were the prevailing party for purposes of taxing costs and disbursements is
without sufficient explanation. But appellants do not present an argument that the district
court erred in making this determination, and we as an appellate court do not presume error.
See Butler, 977 N.W.2d at 873. And the record supports the district court’s determination
that respondents were the prevailing party because the district court granted respondents’
motion to dismiss in part, dismissed appellants’ surviving claims at summary judgment,
and ordered a buyout of appellants’ shares at respondents’ request.