MOAC Mall Holdings, LLC, 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This opinion is nonprecedential except as provided by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
A25-0681

MOAC Mall Holdings, LLC,
Appellant,

vs.

The Walking Company,
Defendant,

WalkingCo, LLC f/k/a Walking Company Acquisition LLC,
Respondent.

Filed February 17, 2026
Affirmed in part, reversed in part, and remanded
Bond, Judge

Hennepin County District Court
File No. 27-CV-22-8227

Heidi J. Bassett, Spencer Fane LLP, Minneapolis, Minnesota (for appellant)

Sybil L. Dunlop, Amran A. Farah, Katherine M. Swenson, Greene Espel PLLP,
Minneapolis, Minnesota (for respondent)

Considered and decided by Bond, Presiding Judge; Worke, Judge; and Jesson,
Judge.
∗

∗ Retired judge of the Minnesota Court of Appeals, serving by appointment pursuant to
Minn. Const. art. VI, § 10.
2
NONPRECEDENTIAL OPINION
BOND, Judge
Appellant challenges the summary-judgment dismissal of its claims to void a
transfer of assets under the Minnesota Uniform Voidable Transactions Act (MUVTA),
Minn. Stat. §§ 513.41- .51 (2024), and for unjust enrichment. Appellant also challenges
the district court’s partial denial of its motion to compel discovery. We conclude that the
district court properly granted summary judgment for respondent on appellant’s MUVTA
claim because there is no genuine issue of material fact that the property transferred through
a public foreclosure auction was encumbered by a valid lien and therefore not an “asset”
subject to MUVTA. We further conclude that the district court did not abuse its discretion
in its discovery rulings. But we conclude that the district court misapplied the law when it
granted summary judgment for respondent on appellant’s unjust-enrichment claim.
Therefore, we affirm in part, reverse in part, and remand for further proceedings.
FACTS1
The Walking Company (TWC) was a footwear retailer that had stores across the
country, including one in the Mall of America. 2 TWC leased its space in the mall from
appellant MOAC Mall Holdings, LLC (MOAC). In March 2018, TWC’s parent company
filed for Chapter 11 bankruptcy protection. The subsidiaries, including TWC, emerged

1 This recitation of facts derives from the summary-judgment record, viewed in the light
most favorable to appellant as the nonmovant. See Windcliff Ass’n, Inc. v. Breyfogle, 988
N.W.2d 911, 916 (Minn. 2023).

2 TWC is not party to this appeal.
3
from bankruptcy with $10 million in new equity provided by several current owners of
TWC and $50 million in financing from Wells Fargo Bank. It is undisputed that TWC
pledged substantially all of its assets to secure the loan from Wells Fargo.
TWC continued to experience financial difficulties. After the onset of the
COVID-19 pandemic in March 2020, TWC closed stores and stopped paying rent in
multiple locations, including the Mall of America, causing it to default on its lease. In part
because failure to pay rent violated the loan agreement, Wells Fargo notified TWC in June
2020 that it was in default on its loan. At the time, TWC owed approximately $15 million
of senior secured debt to Wells Fargo, in addition to $12 million to second lien bondholders
and millions more to unsecured creditors, including MOAC. TWC’s secured debt totaled
just over $26.8 million.
Throughout the summer and fall of 2020, Wells Fargo and TWC explored ways to
recover the $15 million debt. TWC hired an independent evaluator to provide a liquidation
proposal and an appraisal of its existing inventory (the 2020 inventory appraisal). The
2020 inventory appraisal estimated the retail value of TWC’s inventory to be $100 million
and its at-cost value approximately $33 million. Wells Fargo suggested a “fire sale,” which
would liquidate TWC’s inventory and allow a partial recovery of the debt.
Hoping to avoid a fire sale that would only recover pennies on the dollar, TWC’s
primary shareholder sought investors to purchase TWC’s debt from Wells Fargo. To that
end, TWC’s primary shareholder formed respondent WalkingCo, LLC with a group of
investors in order to purchase the loan from Wells Fargo. In November 2020, WalkingCo
purchased the $15 million Wells Fargo debt for just over $12 million—a $3 million
4
discount— and Wells Fargo assigned its rights as TWC’s lender to WalkingCo, meaning
that WalkingCo became TWC’s senior secured lender. TWC’s assets remained the
collateral for the loan and TWC remained in default, now to WalkingCo.
In December, TWC directed its employees to remove TWC’s inventory and
equipment from its store in the mall and issued “Closing Guidelines” directing employees
what to say if mall personnel asked about the inventory removal. TWC told MOAC that it
would resolve its unpaid rent, but TWC ceased communication with MOAC and
abandoned its lease once its inventory was removed from the mall. That same month,
MOAC sued TWC for unpaid rent.
In January 2021, WalkingCo began foreclosure proceedings under Article 9 of the
Uniform Commercial Code (UCC) to sell TWC’s assets. WalkingCo noticed the
foreclosure sale, hired an independent auctioneer to advertise and conduct the auction, and
set up a “data room” for prospective buyers to review TWC’s available assets. At the same
time, TWC investigated options to avoid a f oreclosure sale, including working with an
investment banking firm to identify potential buyers of TWC and considering Chapter 11
bankruptcy. Ultimately, TWC could not find a buyer and determined it did not have
sufficient liquidity for Chapter 11 bankruptcy.
The public foreclosure auction was noticed on January 11 and concluded on
February 8. MOAC did not bid; the only offer for TWC’s assets was a $5 million credit
bid by WalkingCo, which then successfully purchased TWC’s assets. Because TWC’s
assets sold at auction for far less than the total amount of TWC’s debt to its secured
5
creditors, MOAC, as an unsecured creditor, did not receive any payments on TWC’s
unpaid rent. After the foreclosure, TWC terminated its employees and became defunct.
In May 2021, MOAC obtained a default judgment against TWC for more than $1.4
million in unpaid rent.
In May 2022, MOAC commenced this action against WalkingCo, alleging that the
foreclosure sale of TWC’s assets was a fraudulent transfer voidable under MUVTA and
that WalkingCo was unjustly enriched through the transfer of TWC’s assets.3 The parties
engaged in discovery, 4 after which WalkingCo moved for summary judgment. After a
hearing, the district court granted summary judgment to WalkingCo. Relevant here, the
district court determined there was no genuine issue of material fact that TWC’s property
was “encumbered by a valid lien” and therefore not an “asset” subject to a fraudulent
transfer claim under MUVTA, Minn. Stat. § 513.41(2)(i), and that WalkingCo purchased
TWC’s assets pursuant to a valid UCC foreclosure sale. The district court also dismissed
MOAC’s unjust-enrichment claim, reasoning that MOAC is prohibited from pursuing an
equitable claim as a matter of law because MUVTA provides a statutory framework for
recovery.
MOAC appeals.

3 MOAC also asserted a claim of successor liability, alleging that WalkingCo was the
successor in interest to TWC’s lease obligations. The parties agree that the viability of
MOAC’s successor liability claim depends on the success of its MUVTA claim and do not
separately address the successor liability claim on appeal.

4 We discuss the details of the discovery issue below.
6
DECISION
I. The district court did not err by granting summary judgment in favor of
WalkingCo on MOAC’s MUVTA claim , but the district court erred by
granting summary judgment in favor of WalkingCo on MOAC’s unjust-
enrichment claim.

MOAC argues that the district court erred by granting summary judgment in favor
of WalkingCo. Summary judgment is appropriate if the moving party shows that “there is
no genuine issue as to any material fact and the movant is entitled to judgment as a matter
of law.” Minn. R. Civ. P. 56.01. We review a district court’s summary-judgment decision
de novo, viewing the evidence in the light most favorable to the nonmoving party without
weighing the facts. Visser v. State Farm Mut. Auto. Ins. Co., 938 N.W.2d 830, 832 (Minn.
2020); see also DLH, Inc. v. Russ, 566 N.W.2d 60, 70, 72 (Minn. 1997).
In a summary-judgment appeal, “we examine whether there are any genuine issues
of material fact and whether the district court erred in its application of the law.” Kenneh
v. Homeward Bound, Inc., 944 N.W.2d 222, 228 (Minn. 2020). “Fact issues exist when
reasonable persons might draw different conclusions from the evidence presented.”
Hanson v. Dep’t of Nat. Res., 972 N.W.2d 362, 372 (Minn. 2022) (quotation omitted).
However, “[s]peculative assertions are insufficient to create a genuine issue of material
fact on a motion for summary judgment.” Minn. Sands, LLC v. County of Winona, 940
N.W.2d 183, 197-98 (Minn. 2020). Summary judgment is “appropriate as a matter of law
when the record is devoid of proof on an essential element of the plaintiff’s claim.” Cargill
Inc. v. Jorgenson Farms, 719 N.W.2d 226, 232 (Minn. App. 2006).
7
MOAC argues the district court improperly granted summary judgment in favor of
WalkingCo on its MUVTA claim because there are genuine issues of material fact related
to the value of TWC’s assets and, thus, whether the assets were fully encumbered by a
valid lien at the time of the transfer. As to its unjust-enrichment claim, MOAC contends
that the district court misapplied the law when it determined that MOAC could not maintain
its unjust-enrichment claim because MUVTA provided MOAC with an adequate remedy
at law. We address each issue in turn.
A. The district court did not err in granting summary judgment in favor of
WalkingCo on MOAC’s MUVTA claim.

MOAC alleged in its complaint that the transfer of TWC’s assets to WalkingCo was
a voidable transfer under MUVTA. MUVTA provides that “[a] transfer made . . . by a
debtor is voidable as to a creditor . . . if the debtor made the transfer . . . with actual intent
to hinder, delay, or defraud any creditor of the debtor.” Minn. Stat. § 513.44(a)(1). 5
MUVTA seeks to “prevent debtors from placing property that is otherwise available for
the payment of their debts out of the reach of their creditors,” Citizens State Bank Norwood
Young Am. v. Brown, 849 N.W.2d 55, 60 (Minn. 2014), by “allow[ing] creditors to recover
assets that debtors have fraudulently transferred to third parties,” Finn v. All. Bank, 860
N.W.2d 638, 644 (Minn. 2015). See Minn. Stat. §§ 513.47(a), .48(b).
Under MUVTA, a “transfer” is “every mode, direct or indirect . . . of disposing of
or parting with an asset or an interest in an asset.” Minn. Stat. § 513.41(16). An “asset” is

5 MUVTA was previously known as the Minnesota Uniform Fraudulent Transactions Act
or MUFTA. Minn. Stat. § 513.51.
8
the “property of a debtor, but the term does not include . . . property to the extent it is
encumbered by a valid lien.” Id. (2)(i). A “lien” includes a “charge against or an interest
in property to secure payment of a debt or performance of an obligation.” Id. (9). Thus,
property “encumbered by a valid lien” is not an “asset” subject to a voidable-transfer claim
under MUVTA.
The district court determined that WalkingCo was entitled to judgment as a matter
of law because there are no genuine issues of material fact that TWC’s assets transferred
pursuant to the UCC foreclosure sale were fully encumbered by a valid lien, thereby
excluding them from the statutory definition of “assets” under MUVTA. On appeal,
MOAC argues that the district court improperly weighed facts and it contends that whether
TWC’s assets were fully encumbered by a valid lien at the time of transfer is factually
disputed.
The summary-judgment record establishes that TWC pledged substantially all of its
assets to secure the loan from Wells Fargo in 2018. WalkingCo purchased the $15 million
Wells Fargo debt for just over $12 million in November 2020, becoming TWC’s senior
secured lender. WalkingCo purchased TWC’s assets for $5 million at a UCC foreclosure
sale in February 2021. The bill of sale between WalkingCo and TWC provides that
“[TWC] defaulted under the Loan and [WalkingCo] retained [Auctioneer] to conduct a
public sale auction . . . of substantially all of the assets of [TWC], being the Collateral that
secures the Loan.” The bill of sale further provides that “in consideration of the Credit Bid
. . . [TWC] sell[s] . . . all of [TWC’s] right, title and interest of [TWC] in and to the assets
9
described on Exhibit A (the ‘Sale Assets’).” The sale assets—the collateral that secured
the loan—are describe d in the bill of sale as:
All of those assets pledged by [TWC] to [WalkingCo],
as successor in interest to Wells Fargo Bank, National
Association, under the Loan Documents, being substantially all
of their assets wherever located, including without limitation
all of the following:
1) Inventory;
2) Intellectual property;
3) Accounts, deposit accounts, accounts receivable,
cash, cash equivalents;
4) General intangibles, instruments and documents;
. . . . .
PROVIDED HOWEVER, this Instrument shall not convey the
equity interests in [TWC] . . . which equity interests were
pledged to secure repayment of the Loan.

In addition, the agreement between WalkingCo and the UCC sale auctioneer stated,
“[WalkingCo] is the senior secured creditor holding a first and prior security interest in
inventory (shoes), intellectual property (trademarks and copyrights and possibly a few
patents), accounts, A/R, and contract rights (goods in transit) of [TWC] and certain
affiliates (the ‘Collateral’).”
MOAC does not dispute that TWC pledged substantially all of its assets to secure
the Wells Fargo loan in 2018, that WalkingCo purchased that loan in the fall of 2020 and
was subsequently owed roughly $15 million, or that WalkingCo purchased TWC’s assets
for $5 million at public auction. And MOAC does not dispute the district court’s finding
that, in addition to the $15 million Wells Fargo loan, TWC owed roughly $12 million to
other secured creditors, totaling over $26 million in secured debt. Rather, MOAC contends
that there is a genuine issue of material fact that TWC’s assets were fully encumbered by
10
a lien at the time of the transfer because, while TWC’s assets sold for $5 million, the actual
value of the assets was anywhere from $33 to $100 million. MOAC points to: (1) the 2020
inventory appraisal which was prepared in November 2020, and estimated that TWC’s
current inventory was worth approximately $33 million at cost and close to $100 million
in retail value; (2) a July 2021 letter from WalkingCo’s CFO to a bank in Tennessee
requested that an outstanding TWC account be closed and the approximately $14,000 in
that account be transferred to WalkingCo; and (3) evidence that TWC assigned patents to
WalkingCo after WalkingCo purchased TWC’s debt. MOAC argues that this evidence
demonstrates that TWC’s inventory, cash, and intellectual property was worth over $32
million and therefore the value of TWC’s assets exceeded the value of the lien.
The record evidence relied on by MOAC fails to create a genuine issue of material
fact that, at the time TWC’s assets were transferred at the UCC foreclosure sale in February
2021, they were not fully encumbered by a valid lien. As already explained, it is undisputed
that TWC pledged its assets to obtain the Wells Fargo loan in 2018; in November 2020,
after TWC defaulted on the loan, Wells Fargo sold TWC’s debt to WalkingCo for
approximately $12 million and WalkingCo became TWC’s senior secured lender; in
February 2021, WalkingCo purchased TWC’s assets for $5 million at a public foreclosure
auction conducted in accordance with the UCC; MOAC did not participate in the UCC
foreclosure auction; and the bill of sale and other auction documents listed the transferred
assets to include all the assets pledged by TWC to WalkingCo as successor-in-interest to
Wells Fargo under the loan documents, including inventory, intellectual property,
accounts, cash and cash equivalents, and general intangibles. MOAC points to no other
11
record evidence creating a disputed issue of fact as to the value of TWC’s assets at the time
of the transfer. As such, MOAC’s contention that the actual value of TWC’s assets was
between $33 to $100 million in February 2021 is speculative, which is insufficient to create
a genuine issue of material fact. See Minn. Sands, 940 N.W.2d at 197-98; see also DLH,
566 N.W.2d at 73 (holding that, while evidence established that the nonmoving party
owned stock sometime in 1987, appellant failed to submit any evidence that nonmoving
party owned stock at the time it filed for bankruptcy in 1987).
In sum, there is no genuine issue of material fact that TWC’s property was
“encumbered by a valid lien” at the time it was transferred pursuant to the UCC foreclosure
auction and therefore it is not an “asset” subject to a voidable- transfer claim under
MUVTA. Minn. Stat. § 513.41(2)(i). The district court did not err in granting summary
judgment to WalkingCo on MOAC’s MUVTA claim.
B. The district court erred in granting summary judgment to WalkingCo
on MOAC’s unjust-enrichment claim.

MOAC’s second claim was for unjust enrichment and alleged that WalkingCo
received the benefit of TWC’s assets without giving adequate consideration for the assets’
value and that WalkingCo’s retention of the assets unjustly deprived MOAC of its ability
to collect the unpaid rent owed by TWC. “Unjust enrichment is an equitable doctrine that
allows a plaintiff to recover a benefit conferred upon a defendant when retention of the
benefit is not legally justifiable.” Herlache v. Rucks, 990 N.W.2d 443, 450 (Minn. 2023)
(quotation omitted); see Hepfl v. Meadowcroft, 9 N.W.3d 567, 571 (Minn. 2024) (“[T]he
law supplies a remedy for unjustified enrichment because such enrichment cannot
12
conscientiously be retained.” (quotation omitted)). To succeed on a claim for unjust
enrichment, “the plaintiff must show that the defendant was enriched illegally or
unlawfully, or in a manner that is morally wrong.” Herlache, 990 N.W.2d at 450 (quotation
and citations omitted).
Unjust enrichment exists to “relieve against the too narrow procedure of the law,”
and a district court has “broad discretion in fashioning remedies” “so as to accomplish
justice.” Id. at 451 (quotations omitted). In Herlache, the supreme court reiterated its
century-old “caution[] against restricting the broad scope of the unjust enrichment remedy,
given that the whole point of the action was ‘to relieve against the too narrow procedure of
the law.’” Id. (quoting Seastrand v. D.A. Foley & Co., 175 N.W. 117, 119 (Minn. 1919)).
Herlache emphasized that “great benefit arises from a liberal extension of the unjust
enrichment action because the charge and defense in this kind of action are both governed
by the true equity and conscience of the case.” Id. (quotation omitted).
In granting summary judgment to WalkingCo, the district court determined that
“Minnesota has created a specific statutory remedy for MOAC’s claims” and that, because
MOAC had an available adequate statutory remedy in MUVTA, it was barred from
bringing an alternative claim of unjust enrichment. The district court relied on U.S. Fire
Ins. Co. v. Minn. State Zoological Bd., 307 N.W.2d 490, 497 (Minn. 1981), and federal
cases. MOAC argues that, under the circumstances presented here, unjust enrichment is
not unavailable as a matter of law and the district court misapplied the law in granting
summary judgment to WalkingCo. We agree.
13
In Minnesota “[a] party may not have equitable relief where there is an adequate
remedy at law available.” ServiceMaster of St. Cloud v. GAB Bus. Servs. Inc., 544 N.W.2d
302, 305 (Minn. 1996) (citing U.S. Fire Ins. Co., 307 N.W.2d at 497); see Southtown
Plumbing, Inc. v. Har- Ned Lumber Co., 493 N.W.2d 137, 140 (Minn. App. 1992) (“It is
well settled in Minnesota that one may not seek a remedy in equity when there is an
adequate remedy at law.”). Specifically, “equitable relief cannot be granted where the
rights of the parties are governed by a valid contract.” U.S. Fire Ins. Co., 307 N.W.2d at
497. An unjust-enrichment claim is also generally not available when a party failed to
pursue adequate and available legal remedies. See ServiceMaster, 544 N.W.2d at 306
(reversing the district court’s damages award for unjust enrichment because the respondent
had opted not to pursue adequate legal r emedies available through statutory and
constitutional liens); Mon-Ray, Inc. v. Granite Re, Inc., 677 N.W.2d 434, 440 (Minn. App.
2004) (concluding that unjust enrichment was not available to a party that failed to timely
pursue adequate and available remedy under the payment-bond statute), rev. denied (Minn.
June 29, 2004); Southtown Plumbing, 493 N.W.2d at 140 ( concluding that unjust
enrichment was not available to a party that could have, but failed to, enforce a mechanic’s
lien or pursued a breach-of-contract claim).
In this case, MOAC did not forgo pursuit of a legal remedy. Rather, it brought a
claim against WalkingCo under MUVTA. But the district court determined —and we
agree—that the foreclosure sale was not an asset transfer under MUVTA. The parties do
not identify, and the record does not reveal, any other legal remedy available to MOAC.
14
Cf. Southtown Plumbing, 493 N.W.2d at 140 (stating that “[r]elief under the theory of
unjust enrichment is not available where there is an adequate legal remedy”).
In this regard, the Minnesota cases relied on by the district court and cited by
WalkingCo on appeal are distinguishable because they involve plaintiffs who either had
available legal remedies or who failed to pursue available legal remedies. See
ServiceMaster, 544 N.W.2d at 306 (determining that equitable relief was unavailable
because the plaintiff failed to pursue legal remedies available in statutory and constitutional
liens); U.S. Fire Ins. Co., 307 N.W.2d at 497 (concluding that equitable relief was
unavailable because the parties’ rights were governed by contract); Kingery v. Kingery, 241 N.W. 583, 58 5 (Minn. 1932) (noting that, while equitable relief was unavailable, the
plaintiff could seek to recover a money judgment against the defendant); Southtown
Plumbing, 493 N.W.2d at 140 (concluding that equitable relief was unavailable because a
party failed to enforce a mechanic’s lien or pursued a breach-of-contract claim).
WalkingCo cites no binding Minnesota authority, and we are aware of none, holding that
a party that pursues a statutory remedy later determined by a court to be unavailable as a
matter of law is barred from maintaining an equitable claim for unjust enrichment when
the party has no other adequate and available legal remedy.6

6 WalkingCo relies on federal decisions to support its argument that an equitable claim is
unavailable as a matter of law. The district court similarly relied on federal caselaw. See
United States v. Bame, 721 F.3d 1025 (8th Cir. 2013); Ahlgren v. Link, 2019 WL 3574598
(D. Minn. Aug. 6, 2019); Kelley v. Coll. of St. Benedict, 901 F. Supp. 2d 1123 (D. Minn.
2012); In re Petters Co., Inc., 499 B.R. 342 ( Bankr. D. Minn. Sept. 30, 2013). “Although
we are not bound to follow precedent from other states or federal courts, these authorities
can be persuasive.” N.H. v. Anoka-Hennepin Sch. Dist. No. 11, 950 N.W.2d 553, 563
15
Finally, we reject WalkingCo’s assertion that allowing MOAC to pursue unjust
enrichment would “gut Minnesota’s statutory framework.” To be sure, “a court of equity
will not disregard statutory law or grant relief prohibited thereby.” Kingery, 241 N.W. at
584. But WalkingCo does not claim that MOAC’s unjust-enrichment claim would permit
MOAC to obtain relief that is “prohibited” by MUVTA, nor does it explain how MOAC’s
equitable claim would “circumvent” MUVTA’s statutory framework given that MUVTA
does not apply to the asset transfer in this case. Cf. U.S. Fire Ins. Co., 307 N.W.2d at 497
(upholding dismissal of an unjust-enrichment claim because “if equitable relief were
granted . . . , the constitutional and statutory restrictions on the State’s ability to pay money
from the general fund would be circumvented”).
In accordance with the supreme court’s directive to avoid “restricting the broad
scope of the unjust enrichment remedy,” Herlache, 990 N.W.2d at 450, we conclude that
the district court legally erred when it granted summary judgment on MOAC’s unjust-
enrichment claim. Because WalkingCo sought summary judgment on MOAC’s unjust-
enrichment claim solely on the basis that the equitable claim was unavailable as a matter
of law, the district court was not asked to consider whether summary judgment is
appropriate because there is a genuine issue of material fact that WalkingCo was unjustly
enriched. We reverse and remand for further proceedings not inconsistent with this

(Minn. App. 2020) (quotation omitted). The federal authorities are either distinguishable—
because they involve alternatively pleaded claims at the motion-to-dismiss stage, plaintiffs
who chose not to pursue a statutory remedy, or plaintiffs with an available statutory
remedy—or the cited language is dicta. Accordingly, the federal cases are not persuasive
and we decline to rely on them.
16
opinion, and we express no opinion on the viability of MOAC’s unjust-enrichment claim
on the merits.
II. The district court did not abuse its discretion by denying in part MOAC’s
second motion to compel discovery.

In the alternative, MOAC argues that the district court abused its discretion by
limiting MOAC’s ability to pursue discovery. While we typically review a summary-
judgment decision de novo, when, as here, a party challenges the decision based on its
assertion that the district court improperly limited discovery, our review is for an abuse of
discretion. See Molde v. CitiMortgage, Inc., 781 N.W.2d 36, 45 (Minn. App. 2010); Shetka
v. Kueppers, Kueppers, Von Feldt & Salmen, 454 N.W.2d 916, 921 (Minn. 1990) (holding
that the district court has considerable discretion in ruling on discovery requests, and
therefore, appellate courts will not reverse its ruling absent a clear abuse of that discretion).
“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).
As a threshold matter, WalkingCo contends that MOAC has forfeited its discovery
argument by failing to identify the challenged discovery order in its notice of appeal or
statement of the case. We disagree. It is well established that an appeal from a final
judgment may encompass all the orders affecting the judgment. See Minn. R. Civ. App.
P. 103.04 (stating that “on appeal from a judgment [an appellate court] may review any
order involving the merits or affecting the judgment”); Anderson v. Mikel Drilling Co., 102
17
N.W.2d 293, 299 (Minn. 1960) (holding that “permissible [appellate] review extends to all
intermediate orders involving the merits or affecting the judgment regardless of whether
the orders are, in themselves, appealable”) . We therefore turn to the merits of MOAC’s
argument.
Minn. R. Civ. P. 26.02(b) allows parties to obtain discovery about “any
nonprivileged matter that is relevant to any party’s claim or defense and proportional to the
needs of the case, considering . . . the importance of the discovery in resolving the issues,
and whether the burden or expense of the proposed discovery outweighs its likely benefit.”
The district court shall limit discovery when it determines that the information sought is
“unreasonably cumulative or duplicative, or is obtainable from some other source that is
more convenient, less burdensome, or less expensive.” Minn. R. Civ. P. 26.02(b)(3)(i); see
In re Milk Indirect Purchaser Antitrust Litig., 588 N.W.2d 772, 776 (Minn. App. 1999)
(“The risk of discovery ‘fishing expeditions’ is better controlled . . . by the trial court
exercising its discretion to manage the breadth and depth of discovery.”).
MOAC filed a motion to compel discovery in December 2023, asserting that
WalkingCo’s responses to interrogatories were “evasive and incomplete,” and that
WalkingCo failed to identify the specific documents being withheld from production. At
a motion hearing, the district court addressed the “seeming failure of the parties to have
productive written discovery” by allowing the parties to take up to 20 depositions each.
The district court granted MOAC’s motion to compel WalkingCo to identify documents
being withheld from production, denied MOAC’s motion to compel WalkingCo to
“provide more substantial answers to its interrogatories,” and allowed MOAC to renew its
18
discovery motion after depositions were completed. In making these rulings, the district
court noted its concern about the extended discovery process and its impact on the parties’
clients, expressed frustration that neither party appeared to take its concerns about “wasted
time and spiraling costs” into consideration , and noted that it “seriously consider[ed]
sanctions in this matter.”
MOAC subsequently noticed one deposition of a WalkingCo corporate
representative. See Minn. R. Civ. P. 30.02(f) (providing that a party may name a private
corporation as a deponent, and the corporation “must designate one or more . . . persons
who consent to testify on its behalf”). After that deposition revealed that there might be
additional responsive documents that had not been disclosed, MOAC filed a second motion
to compel. MOAC’s second motion to compel again requested WalkingCo provide more
detailed responses to interrogatories and sought production of additional documents and
permission to complete its depositions.
In July 2024, the district court issued an order granting in part and denying in part
MOAC’s second motion to compel. The court granted MOAC’s request for production of
documents “created, received, or reviewed by [TWC’s primary shareholder] or created,
received, reviewed, or sent at his direction or on his behalf.” In addition, the order provided
that “MOAC may serve a subpoena for a deposition and documents on [TWC’s primary
shareholder] within 14 days,” and that “his deposition, if any, must take place no later than
October 1, 2024.” Finally, the district court granted MOAC’s motion to extend the
scheduling order deadline so that MOAC could engage in the additional authorized
discovery and stated that it would “consider future motions to allow supplementation of
19
any submissions in support or in opposition to summary judgment based upon new and
material facts discovered related to or produced by [TWC primary shareholder].” The
district court denied MOAC’s motion to compel in all other respects. During the summary-
judgment proceedings, MOAC did not argue that it needed to conduct additional discovery.
MOAC contends that the district court abused its discretion by denying MOAC’s
second motion to compel WalkingCo to provide answers to certain interrogatories and to
produce documents that MOAC believed were withheld. For the following reasons, we
conclude the district court did not abuse its discretion.
As to MOAC’s motion to compel answers to interrogatories, the district court
determined that many of MOAC’s interrogatories were “better answered in a deposition,”
and thus increased the number of allowable depositions. A district court is allowed to limit
or alter the scope of discovery when it determines that the sought- after information is
“obtainable from some other source that is more convenient, less burdensome, or less
expensive.” Minn. R. Civ. P. 26.02(b)(3)(i). Here, the district court noted the “huge
amount of time [spent] in these discovery battles” and its concerns for client time and
expense. It allowed MOAC to notice up to 20 depositions. When MOAC filed its second
motion to compel after noticing just one deposition, the district court granted MOAC’s
request to subpoena TWC’s primary shareholder for a deposition, yet MOAC did not do
so. On this record, the district court acted within its discretion by directing discovery to
“some other source,” Minn. R. Civ. P. 26.02(b)(3)(i), in order to avoid an unjustifiable
“fishing expedition,” Milk Indirect Purchaser, 588 N.W.2d at 776.
20
In addition, MOAC’s argument that the district court abused its discretion in failing
to compel WalkingCo to produce documents is not supported by the record. The district
court granted MOAC’s request that WalkingCo produce “all responsive documents” and
extended the deadline for discovery accordingly. When a party believes that it cannot
“present facts essential to justify its opposition” to summary judgment, it must provide an
affidavit stating as much. Minn. R. Civ. P. 56.04. Then, a district court may “defer
considering the motion or deny it,” or it may “allow time to . . . take discovery.” Minn. R.
Civ. P. 56.04. If a party fails to submit this affidavit, the district court is justified in ruling
on the summary-judgment motion without allowing more time for discovery. Molde, 781
N.W.2d at 46. At the summary -judgment hearing, MOAC did not submit an affidavit
pursuant to Minn. R. Civ. P. 56.04, request additional time for discovery, or argue that
WalkingCo had failed to produce any documents necessary for it to oppose summary
judgment.
Accordingly, the district court did not abuse its discretion by denying in part
MOAC’s second motion to compel discovery.
Affirmed in part, reversed in part, and remanded.