John Donahue, 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This opinion is nonprecedential except as provided by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
A25-1227

John Donahue,
Appellant,

vs.

Robert Donahue, et al.,
Respondents.

Filed March 16, 2026
Affirmed in part and reversed in part
Bratvold, Judge

Waseca County District Court
File No. 81-CV-22-624

Dean M. Zimmerli, Adam N. Froehlich, Gislason & Hunter LLP, New Ulm, Minnesota
(for appellant)

Shawn M. Perry, Perry & Perry, PLLP, Wayzata, Minnesota (for respondents)

Considered and decided by Bentley, Presiding Judge; Bratvold, Judge; and Schmidt,
Judge.
NONPRECEDENTIAL OPINION
BRATVOLD, Judge
This is an appeal from a judgment following a bench trial involving three brothers
and a limited liability company (LLC) that they formed. The brothers—appellant John
Donahue and respondents Robert and Craig Donahue—are equal members of respondent
2
Donahue Farm LLC, which owns real property in Waseca County.1 After John paid for and
built a house on Donahue Farm property, the three brothers discussed terms but did not
agree to convey to John the one-acre parcel on which John built his house. John sued
Robert, Craig, and Donahue Farm, alleging that he built the house while detrimentally
relying on Robert and Craig’s promise that they would deed the parcel to him. John asserted
claims of promissory estoppel, breach of fiduciary duty, unjust enrichment, aiding and
abetting, and civil conspiracy; John later amended his complaint to request a judicial
remedy for oppressive conduct by Robert and Craig. Robert and Craig denied John’s
allegations in their answer and sought judicial dissolution of Donahue Farm.
The district court granted summary judgment, dismissing all of John’s claims
against Robert and Craig and most of John’s claims against Donahue Farm. But the district
court also determined that genuine issues of material fact required a trial on John’s claim
for unjust enrichment against Donahue Farm. After trial, the district court filed a 23-page
decision that included written findings of fact, conclusions of law, and an order for
judgment. The district court concluded that John did not prove his unjust-enrichment claim
and ordered dissolution of Donahue Farm.
John seeks reversal of the adverse judgment on his unjust-enrichment claim against
Donahue Farm, the dissolution order, and the district court’s summary-judgment order.
John asks this court to reinstate his claims against Robert and Craig, individually. We
affirm the judgment against John on his unjust-enrichment claim against Donahue Farm.

1 This opinion refers to the three brothers by their first names.
3
We also affirm the district court’s summary-judgment decision against John on his claims
against Robert and Craig. But because the district court abused its discretion in ordering
dissolution, we reverse the dissolution order. Thus, we affirm in part and reverse in part.
FACTS
The following summarizes the district court’s written factual findings issued after
the bench trial along with the evidence relevant to the issues on appeal.
Formation of Donahue Farm and Construction of John’s House
In about 1970, the parents of John, Robert, and Craig bought 129 acres in Waseca
County. After father’s death, mother gave the land to the brothers in 1995. The brothers at
first owned the property as tenants in common and, after 13 years, formed Donahue Farm,
a Minnesota limited liability company, in 2008. The brothers executed quit-claim deeds
conveying the property to Donahue Farm.2 Donahue Farm has no operating agreement; the
equal members do not hold formal meeting s. And the members decide “by informal
consensus by majority vote, except when a unanimous vote was required” under state law.
As of 2009, and by written action of the board of governors, John became president
of Donahue Farm and Craig became the secretary and treasurer. The “primary use” of
Donahue Farm was for recreation, such as hunting and trail riding on all-terrain vehicles

2 To be clear, mother gave the 129-acre property to four brothers—John, Robert, Craig,
and Mark. After the four brothers formed Donahue Farm in 2008, all four executed
quit-claim deeds conveying the property to Donahue Farm. In 2009, Mark wanted to sell
his one-fourth interest in Donahue Farm. Following an appraisal, the four brothers agreed
that John, Robert, and Craig would pay Mark $92,000 to buy Mark’s one-fourth interest in
Donahue Farm. As of the time of trial, John, Robert, and Craig are the only members of
Donahue Farm.
4
and snowmobiles. Donahue Farm also rented tillable acres to a local farmer, and some
acres were enrolled in the Conservation Reserve Program (CRP). 3
In 2017, John told Robert and Craig that he was retiring, moving to Minnesota, and
wanted to build a house on Donahue Farm property. Neither Robert nor Craig objected. In
June 2017, John applied for a “zoning permit” to build a single-family house on a parcel
that was zoned agricultural. The application was in the name of Donahue Farm LLC, “C/O
John Donahue.” A “Project Memo” field on the application form stated, “Need to complete
a transfer of development rights,” with a handwritten notation, “done.” John signed the
application. The permit was approved in August 2017.4
The parties offered conflicting evidence about a mortgage that John granted for a
construction loan to build the house. John testified that he asked Robert and Craig
“separately” whether he could use Donahue Farm property as collateral for a construction
loan and that both approved.
Acting as secretary and treasurer, Craig signed a “Limited Liability Company
Resolution to Borrow” dated October 10, 2017, resolving that the “Company appl[ies] for

3 See 16 U.S.C. § 3831(a) (2024) (describing CRP “under which land is enrolled through
the use of contracts to assist owners and operators . . . to conserve and improve the soil,
water, and wildlife resources”). The record on Donahue Farm’s CRP contracts is limited;
the contracts themselves are not in the record.

4 Around the same time that John said that he wanted to build his home on Donahue Farm
property, Craig said that he wanted to build a storage shed on Donahue Farm property. No
one objected to Craig’s request, and John included it in the permit application along with
the house, an attached garage, a septic system, and a driveway. Craig began building the
shed in December 2017 and completed it in 2020. John’s house and the shed share
electricity. Craig also paid to extend the driveway that John built so that it would service
the shed.
5
a loan in the principal amount of $325,000.00 ” to be “secured by a first lien on real estate
owned by the Company located in Waseca County.” John is listed as the sole “Signing
Authority” who is “authorized to execute and deliver” documents and take actions on
behalf of the company with respect to the loan. On October 16, 2017, John, acting as “Chief
Manager/President,” signed a mortgage with Donahue Farm as the borrower. The mortgage
“listed all of the [Donahue Farm] Property as collateral.”
The district court summarized Craig’s and Robert’s testimony about their
understanding of the 2017 mortgage: “Craig stated there was no discussion of John taking
out a construction loan against all of the [Donahue Farm] Property,” and “Robert testified
that he thought John was taking out a loan against John’s one-third interest in the [Donahue
Farm] Property and was not aware John put all [of the Donahue Farm] Property as collateral
on his loan.” John conceded during his testimony that he did not provide a copy of the
mortgage documents to Robert or Craig.
On October 19, 2017, John emailed Robert and Craig, stating, “The loan is in my
name, but because [the house is] sitting on Donahue Farm LLC and not on a piece of land
parceled off in my name, [the lender] want[s] something saying I have the authority to
make decisions” for Donahue Farm. Both Craig and Robert responded, “agree.” The
district court found that it was “unclear” whether Craig and Robert were agreeing to John
building a house or to John signing loan documents on behalf of Donahue Farm, or both.
The district court also found that John paid off the 2017 loan and released the mortgage
against Donahue Farm in December 2020.
6
John began constructi ng his house around November 2017. The house was
completed in 2018 . John testified that he has lived in the house with his wife for
“approximately eight years.”
The parties offered conflicting testimony about their discussions to convey the
one-acre parcel to John.5 John testified that he told Craig and Robert that “we’re going to
have to separate one acre so the house [is] in [John’s] name and the collateral remains off
the land” and that Craig and Robert were “agreeable with that.” Craig and Robert testified
differently. Robert emphasized that he had objected to conveying an acre because he
“didn’t want the farm to be chopped up.” Craig testified that the “main objective was to
get the collateral off the farm” but that “[n]o one could come to an agreement.”
The district court found that “John, Craig, and Robert had many discussions
between 2017 through August 2022”— the month that John signed his complaint—“about
John parceling off one acre” for his house but that “at no time did the parties reach a full
agreement on the price John would pay for the one-acre parcel, the survey lines for the
one-acre parcel, [or] the terms of the driveway easement needed to access the new house.”
In August 2018, John hired a company to survey and identify a one-acre parcel that
included his house, the well and septic system , and a driveway easement. John also hired

5 The record includes references to “a” one-acre parcel and “the” one-acre parcel. All
relevant references are to the one-acre parcel on which John built his house.
7
an attorney to draft a driveway easement agreement. John presented both documents to
Robert and Craig, who discussed the terms, but they never reached a final agreement. 6
The parties also offered evidence on development rights that transferred because of
the construction of John’s house. The transfer was first mentioned in the permit application
signed by John. In March 2019, John executed a transfer of development rights (TDR) with
the county on behalf of Donahue Farm. As the district court explained, the TDR
“essentially moved the building rights” from one section of Donahue Farm to another—
the parcel where John built his house. The TDR prevented “any residential building” on
the remaining land owned by Donahue Farm. The district court found that Robert and Craig
“credibly testified that John did not fully inform them about the TDR and the resulting
effect that no other house could be built on [Donahue Farm] property.”7
The parties agreed that their relationships with each other deteriorated after John
built his house. The district court received evidence of disputes between John, Robert, and
Craig over management of Donahue Farm and use of the Donahue Farm property. The
district court’s findings also identified incidents of “physical aggression” and verbal
disputes among the parties.

6 John testified that he offered to pay $5,000 to Robert and Craig for the one-acre parcel
and that the offer was rejected. In a 2019 email, John offered to receive one acre less in
“ownership percentage” than Robert and Craig if they conveyed the one-acre parcel to him.

7 The district court found that “Craig credibly testified that he first saw the TDR decision”
in October 2022. Robert objected to the TDR transfer, stating in a 2018 email to John that
“[h]aving no option to build on my own land in the future is wrong.” John appealed the
county’s decision on the TDR, testifying that “his hope was to get back” the rights for the
Donahue Farm property. The county denied the appeal.
8
Litigation Begins, Including the Special Litigation Committee and Summary-Judgment
Proceedings

In September 2022, John sued Robert, Craig, and Donahue Farm, asserting claims
of promissory estoppel, breach of fiduciary duty, unjust enrichment, aiding and abetting,
and civil conspiracy and seeking a judicial remedy for oppressive conduct under Minn.
Stat. § 322C.0701 (2024). John later amended his complaint to include derivative claims
on behalf of Donahue Farm.8
In a joint answer to the amended complaint, Robert and Craig denied John’s claims
and asserted counterclaims for violations of Minnesota Statutes chapter 322C and breach
of fiduciary duty, seeking John’s “expulsion” from Donahue Farm or “dissolution and/or
alternative remedies available under Minn. Stat. § 322C.0701.” Donahue Farm answered
separately, denying all liability and “affirmatively alleg[ing] that any and all derivative
claims . . . be fully addressed by the Special Litigation Committee.” Donahue Farm
appointed a special litigation committee (SLC) to investigate John’s derivative claims and
sought a stay of district court proceedings, which was granted.
The SLC investigated John’s derivative claims, and according to the district court,
the SLC “reviewed 100 exhibits”; “heard testimony from each party” and “witnesses
offered by each party”; and “considered all the pleadings, the evidence, and the historical
context of the case.” The SLC recommended that “Donahue Farm not pursue any further
action on the Derivative Claims” against any party. Robert and Craig moved to enforce the

8 By stipulation of the parties, John filed a second amended complaint in January 2025 to
clarify the relief sought.
9
SLC’s recommendation. Robert and Craig also moved for summary judgment on John’s
claims against them.
Following a motion hearing, the district court filed a combined order enforcing the
SLC’s recommendations and granting partial summary judgment in favor of Robert and
Craig on all claims. First, the district court determined that John’s claims for “Breach of
Fiduciary Duty . . . against Donahue Farm” and “Remedy for Oppressive Conduct” were
derivative claims and that John’s remaining claims were direct claims.9 Second, the district
court enforced the SLC’s recommendation to dismiss all derivative claims, rejecting each
of John’s arguments against the SLC’s recommendation.
Third, the district court granted summary judgment in favor of Robert, Craig, and
Donahue Farm on most of John’s claims, as detailed below. The district court concluded
that John’s claim against Donahue Farm for unjust enrichment raised genuine issues of
material fact because John “built a home on the property of Donahue Farm LLC, which
added value to the property,” and John “expected to acquire a one-acre parcel of land from
Donahue Farm, LLC where his home is located.” John’s “expectation became frustrated
when the parties could not come to an agreement on the easement and deed needed to
convey” the one-acre parcel.

9 “Derivative suits allow shareholders to bring suit against wrongdoers on behalf of the
corporation, and force liable parties to compensate the corporation for injuries so caused.”
Janssen v. Best & Flanagan, 662 N.W.2d 876, 882 (Minn. 2003); see Minn. Stat.
§ 322C.0902 (2024) (allowing LLC members to bring derivative suits “to enforce a right
of a limited liability company”); see also Minn. R. Civ. P. 23.09 (providing procedure for
derivative actions by shareholders or members).
10
Bench Trial and the District Court’s Decision
Before the bench trial on John’s unjust-enrichment claim against Donahue Farm,
the parties, “in an effort to clarify and narrow the scope of issues for the trial,” reached a
factual stipulation. They agreed to withdraw two allegations in Robert and Craig’s
counterclaim based on Robert’s deposition testimony. Specifically, Robert and Craig
withdrew “as mistakenly included” (1) paragraph 2(e), which alleged that John deceived
Craig “into signing a 30-year mortgage on the [Donahue Farm] property for the
construction of [John’s] home by telling him he was signing a different document,” and
(2) paragraph 2(g), which alleged that John fraudulently concealed from Robert and Craig
“that the mortgage [John] obtained to build his home was secured by all three parcels of
[Donahue Farm’s] real property and that the construction of the home would interfere with
[Robert and Craig’s] future use and enjoyment of the property.” Robert and Craig also
affirmatively stipulated that the 30-year mortgage “was not concealed from Craig.”
After trial, the district court filed a written order that rejected John’s
unjust-enrichment claim against Donahue Farm for two independent reasons. First, the
district court concluded that John’s “unclean hand s” precluded his claim for equitable
relief. The district court identified several instances when John’s conduct was
unconscionable or had bad motives— for example, the district court found that, “[d]espite
the objections” from Craig and Robert, John granted the 2017 mortgage “to build his house
and [did] not [advise] Craig and [Robert] of the terms of the mortgage or the fact that he
included all [Donahue Farm] property as collateral on the mortgage.” The district court
also found that the 2017 mortgage “was not approved by all LLC members” and was for
11
John’s “sole benefit.” And the district court found that John “misrepresented, or withheld
information, from the other two LLC members regarding the negative effects of the TDR
on future building restrictions” for Donahue Farm property and that the TDR was for
John’s “sole benefit.”
Second, the district court concluded that John’s “interest in the real property on
which he built a house could have been protected by a contract between the parties.” John
therefore “assumed the risk of proceeding without one.” Although the parties discussed
“John building a house” on Donahue Farm property “back in early to mid-2017” and
Robert and Craig did not object, “final details needed to be worked out.” Ongoing
discussions occurred, but “the brothers never came to an agreement.” The district court
determined that the issue was not whether Donahue Farm would “retain the value or benefit
of John’s house.” The district court reasoned that Robert and Craig “both agreed that John
should get paid for the costs John expended to build the house and installing the well and
septic” on Donahue Farm property.
The district court also ordered dissolution of Donahue Farm for reasons that are
discussed below. The district court gave the parties 90 days to “come to a mutual agreement
for a buy-out of the other LLC member(s) interest” in Donahue Farm. The order provides
that, if the “members cannot come to a mutual agreement,” the Donahue Farm property
“shall be listed for sale through a realtor or sold by auction.” 10 Finally, the district court

10 Although it is not part of the record for our review, we observe that, after this appeal was
filed and the record transmitted, the district court granted John’s motion and stayed the
dissolution pending this appeal.
12
denied John’s request for attorney fees and granted Robert and Craig’s request for attorney
fees and the expenses that they advanced on behalf of Donahue Farm for the SLC.
John appeals.
DECISION
We affirm the district court’s decision to dismiss John’s claim for unjust enrichment
because John assumed the risk by proceeding to build a house on Donahue Farm property
without reaching an agreement to convey the one-acre parcel to him. Second, we affirm
the district court’s summary-judgment decision on all of John’s claims against Robert and
Craig because any error in the district court’s reasoning was harmless. Finally, we reverse
the district court decision to order dissolution of Donahue Farm because the record and the
statute do not support its decision.
I. The district court did not abuse its discretion by entering judgment against
John on his unjust-enrichment claim.

John claimed that Donahue Farm was unjustly enriched because John constructed a
house on Donahue Farm property and did not receive the one-acre parcel in return. During
trial, John argued that the district court should impose a constructive trust to convey the
one-acre parcel, along with his house and an access easement , to John. On appeal, John
contends that he expected to receive the one-acre parcel based on Robert and Craig’s
“agreement to do so” and that the transfer of the parcel was “thwarted only after [Donahue
Farm] was enriched by the construction of the home.” John argues that “it is inequitable
for [Donahue Farm] to retain the benefit of John’s house ” and that, therefore, the district
court erred by dismissing John’s claim for unjust enrichment.
13
Appellate courts “review a district court’s ultimate equitable determinations made
after a court trial for abuse of discretion.” Hepfl v. Meadowcroft, 9 N.W.3d 567, 571 (Minn.
2024). When reviewing legal questions related to unjust enrichment, appellate courts apply
a de novo standard of review. Herlache v. Rucks, 990 N.W.2d 443, 449 (Minn. 2023) .
Appellate courts review a district court’s factual findings following a bench trial for clear
error. Id. at 448, 453 (reviewing judgment entered on claim for unjust enrichment following
bench trial). And we defer to the district court’s credibility determinations. Sefkow v.
Sefkow, 427 N.W.2d 203, 210 (Minn. 1988); see Minn. R. Civ. P. 52.01 (stating that in “all
actions tried upon the facts without a jury . . . due regard shall be given to the opportunity
of the trial court to judge the credibility of the witnesses”). Appellate courts must “examine
the record in the light most favorable to the verdict to determine if [t hey] are left with the
definite and firm conviction that a mistake has been made.” Herlache, 990 N.W.2d at 453
(quotation omitted).
“To establish an unjust enrichment claim, the claimant must show that the defendant
has [1] knowingly [2] received or obtained something of value [3] for which the defendant
in equity and good conscience should pay.” ServiceMaster of St. Cloud v. GAB Bus. Servs.,
Inc., 544 N.W.2d 302, 306 (Minn. 1996) (quotation omitted). “[E]nrichment is unjust, in
legal contemplation, to the extent it is without adequate legal basis; and the law supplies a
remedy for unjustified enrichment because such enrichment cannot conscientiously be
retained.” Hepfl, 9 N.W.3d at 571 (quoting Restatement (Third) of Restitution & Unjust
Enrichment § 1 cmt. b (Am. L. Inst. 2011)). “[M]ere enrichment alone does not suffice” to
support a claim of unjust enrichment. Id. at 572. Instead, “it must be shown that a party
14
was unjustly enriched in the sense that the term ‘unjustly’ could mean illegally or
unlawfully” or “where it would be morally wrong for one party to enrich himself at the
expense of another.” Id. (emphasis omitted) (quotations omitted).
The district court concluded that John “failed to meet his burden of proof” on his
unjust-enrichment claim. The district court did not analyze the first two elements—the
defendant’s knowing acceptance of something of value—and instead focused on the third
element. The district court concluded that it was not unjust to allow Donahue Farm to retain
the value of John’s house, specifically noting that “whether John should be compensated
for his expenses is not at issue” because the value of the house was not established at trial.
The district court found that John “failed to provide any credible evidence as to the costs
and expenses [he] put into building his house or the value of the improvement to [Donahue
Farm] Property.” John does not challenge this finding on appeal and instead focuses on an
equitable order to convey the one-acre parcel.
The district court identified two independent reasons for rejecting John’s equitable
claim for the one-acre parcel . First, John’s “unconscionable acts” amounted to “unclean
hands” that bar “his claim for equitable relief .” Second, the district court concluded that
John’s “interest in the real property on which he built a house could have been protected
by a contract . . . and [John] assumed the risk of proceeding without one.”
We begin with the second independent reason because it is dispositive. See Goeb v.
Tharaldson, 615 N.W.2d 800, 815 n.9 (Minn. 2000) (“Because the other issues raised are
dispositive of this matter, we do not address this argument.”). In determining that John
assumed the risk of building a house on Donahue Farm property without an agreement to
15
convey the one-acre parcel to him, the district court turned to the Restatement (Third) of
Restitution & Unjust Enrichment § 27 (Am. L. Inst. 2011), which provides:
If the claimant makes expenditures to maintain, improve, or
add value to property that the claimant reasonably expects to
retain or to acquire, and (because such expectation is
frustrated) another person becomes the unintended beneficiary
of the claimant’s expenditure, the claimant is entitled to
restitution from the other as necessary to prevent unjust
enrichment.

The district court emphasized comments to section 27. Comment b requires that “the
claimant have acted in the reasonable expectation of future ownership.” Restatement
(Third) of Restitution & Unjust Enrichment § 27 cmt. b (emphasis added). Comment g
provides that “where the risk of intervening contingencies is . . . reasonably apparent—
with the result that the asserted liability in restitution might properly have been the subject
of a contract between the parties—restitution will be denied” because “ the claimant
assumed the risk that the expenditures in question would benefit someone else.” Id. cmt. g;
see also Hepfl, 9 N.W.3d at 574-75 (quoting this language from comments b and g and
characterizing section 27 as the “general rule for unjust enrichment”).
The district court found that the brothers “had many discussions between 2017
through August 2022 . . . about John parceling off one acre” of Donahue Farm property.
The district court also found that “at no time did the parties reach a full agreement” on
price, survey lines, the terms of a driveway easement, among other terms. And the district
court concluded that John “was aware he needed a deed approved by all [Donahue Farm]
members to get title to real property” to “build a house on” but “proceeded with building
his house knowing all [Donahue Farm] members were not in full agreement.” Because the
16
record evidence supports each of these findings, we conclude that the district court did not
abuse its discretion in concluding that John had no “reasonable expectation that [Donahue
Farm] would convey to him a one-acre parcel on which he built his house.”
John does not disagree with the district court’s reliance on the restatement and
instead argues about which comment to section 27 fits the evidence. John contends that he
is entitled to reversal of the judgment against him because he “reasonably believed he
would receive the one acre he was building on from” Donahue Farm and that, therefore,
the district court’s conclusion is “clearly erroneous.” John relies on comment e to
section 27, which states: “A claimant within the rule of this section may have improved or
contributed to another ’s property in reliance on the other’s representations—explicit or
tacit—that the property will at some future date be given to the claimant.” Restatement
(Third) of Restitution & Unjust Enrichment § 27 cmt. e.
John pins his argument that the district court’s denial of his unjust-enrichment claim
was “clearly erroneous” on selected findings of fact among the 100 factual findings in the
district court’s order. Specifically, John points to finding 44, that “Craig and Robert
credibly testified that they were in agreement with John getting a one-acre parcel on which
he built his house.” And John relies on finding 45, that the “evidence shows that John,
Craig, and Robert had many discussions between 2017 through August 2022 . . . about
John parceling off one acre.” John also relies on conclusion of law 16, that “final details”
about John building on Donahue Farm property “needed to be worked out,” arguing that
17
“disagreements as to those ‘final details’ arose after John began making the improvements
to the Property.”11
We are not persuaded. None of the findings that John relies on show that the parties
reached an agreement to convey the one-acre parcel to John. Even finding of fact 44, that
Craig and Robert were “in agreement with John getting a one-acre parcel ,” is conditioned
on the parties agreeing on a price, which they did not, and on John releasing Donahue Farm
property from the 2017 mortgage securing his construction loan, which did not occur until
2020.
John also emphasizes finding 32, that “Craig and Robert both testified that the only
discussion about John receiving a one-acre parcel of the LLC to build a house on was prior
to John starting to build his house.” (Emphasis added.) 12 John argues that this finding

11 We acknowledge John’s argument that the district court “made other findings that are
not supported by any evidence.” John’s brief to this court refers to his ability to move his
house to another location, separate shared electricity between John’s house and Craig’s
shed, and the marketability of Donahue Farm property. Even assuming without deciding
that the district court clearly erred in making these particular findings, the error was
harmless. The other findings discussed in this opinion are sufficient to affirm the district
court’s judgment to dismiss John’s unjust-enrichment claim. Minn. R. Civ. P. 61 (directing
courts to “disregard any error or defect in the proceeding which does not affect the
substantial rights of the parties”).

12 The entirety of finding 32 is three sentences:
Craig and Robert both testified that the only discussion about
John receiving a one-acre parcel of the LLC to build a house
on was prior to John starting to build his house. John testified
that Craig and Robert agreed to convey a one-acre parcel to
him prior to John building his house on LLC Property. This is
where the parties’ recollection of the events differs.
18
supports reversal because when he “began construction on his house, he reasonably
believed he would receive the one-acre he was building on” from Donahue Farm.
John’s argument is unavailing. Finding 32 must be understood in context with other
findings. For example, as already mentioned, t he district court found that “at no time did
the parties reach a full agreement” on price, survey lines, or the driveway easement.
(Emphasis added.) And the district court found that “Craig testified that John did not ask
him to parcel out one acre . . . to build a house . . . prior to John starting construction of the
house.” The district court specifically stated in finding 48 that “John proceeded with
building his house on [Donahue Farm] Property despite no full agreement with the other
LLC members.”13
Also, finding 32 does not address the central issue. The parties’ discussion “about
John receiving a one-acre parcel” does not establish that the parties agreed to convey the
one-acre parcel to John. The district court’s finding that the parties never reached “a full
agreement” is supported by record evidence . Taken together, the district court’s factual
findings and the record evidence support its conclusion that John did not have a reasonable
expectation of receiving a one-acre parcel.

13 Similarly, in conclusion of law 14, the district court stated that John “built a house on
land owned by Donahue Farm LLC without first obtaining legal title to the parcel of land
on which he built his house.” And in conclusion of law 16, the district court stated that
discussions about John building the house began in mid-2017 and that, “[i]n general, Craig
and Robert did not object to John building a house, but final details needed to be worked
out between the brothers.” In conclusion of law 18, the district court stated that the parties
had “ongoing discussions” but “never came to an agreement” and that, “despite the lack of
agreement on these issues, John proceeded with building his house.”
19
In sum, John built a house on Donahue Farm property despite the absence of any
agreement with Robert and Craig on the terms for conveying a one- acre parcel to John.
Based on this record, the district court did not abuse its discretion in concluding that it was
“reasonably apparent” that conveying a one-acre parcel to John from Donahue Farm
“might properly have been the subject of a contract.” Hepfl, 9 N.W.3d at 575 (quotation
omitted). The district court also did not abuse its discretion in concluding that John’s
expectation of receiving the one-acre parcel was unreasonable. Thus, we affirm the
dismissal of John’s unjust-enrichment claim.
II. The district court did not commit reversible error by granting summary
judgment in favor of Robert and Craig on John’s claims against them
individually.

John asserted six claims against Robert and Craig in his amended complaint:
(1) promissory estoppel against Robert and Craig; (2) breach of fiduciary duty against
Robert; (3) unjust enrichment against Robert and Craig; (4) aiding and abetting Robert’s
breach of fiduciary duty against Craig; (5) civil conspiracy against Robert and Craig; and
(6) remedy for oppressive conduct against Robert and Craig. After Robert and Craig moved
for summary judgment on John’s claims against them, the district court decided that there
was “no genuine issue of material facts . . . for all counts against [Robert and Craig]
directly” and granted summary judgment in their favor on all claims.
John contends that the district court erred in granting partial summary judgment on
his claims against Robert and Craig for promissory estoppel, breach of fiduciary duty,
aiding and abetting, and civil conspiracy because the summary-judgment record showed
20
genuine issues of material fact on each claim. 14 John also maintains that the district court
improperly “relied on the SLC’s report in granting Craig and Robert’s
[summary-judgment] motion” and “adopted the inadmissible findings of the SLC.” 15 We
first consider whether the district court erred in granting summary judgment on each of
John’s claims raised on appeal, then consider John’s challenge to the SLC report.
Appellate courts “review the grant of summary judgment de novo to determine
whether there are genuine issues of material fact and whether the district court erred in its
application of the law.” Montemayor v. Sebright Prods., Inc., 898 N.W.2d 623, 628 (Minn.
2017) (quotation omitted). No genuine issue for trial exists “when the record taken as a
whole could not lead a rational trier of fact to find for the nonmoving party.” McKee v.
Laurion, 825 N.W.2d 725, 729 (Minn. 2013) (quotation omitted). In reviewing the district
court’s summary-judgment decision, we “view the evidence in the light most favorable to
the party against whom summary judgment was granted.” STAR Ctrs., Inc. v. Faegre &
Benson, L.L.P., 644 N.W.2d 72, 76-77 (Minn. 2002). This is different from the view of the

14 In dismissing John’s unjust-enrichment claim against Robert and Craig, the district court
concluded that, because John’s house was “not currently being sold” and Robert and Craig
had “not directly been enriched,” Robert and Craig were entitled to summary judgment.
John does not challenge this decision on appeal.

15 John also argues that the district court erred in dismissing his promissory-estoppel claim
against Donahue Farm. But John’s amended complaint alleged a promissory-estoppel
claim against Robert and Craig individually, not against Donahue Farm. And the district
court’s order on summary judgment only discussed a promissory-estoppel claim against
Robert and Craig. Because John did not assert a promissory -estoppel claim against
Donahue Farm, we decline to consider this issue. See Thiele v. Stich, 425 N.W.2d 580, 582
(Minn. 1988) (stating that appellate courts generally address only those questions
previously presented to and considered by the district court).
21
evidence in the facts summarized above, which state the district court’s factual findings
after a bench trial in a way that is favorable to the judgment. Below, we address disputed
facts in our analysis of each claim.
A. Promissory Estoppel

The district court concluded that “there is no genuine issue of material fact in dispute
as to a clear and definite promise” and that John “did not present any evidence of a promise
by [Robert and Craig] to cause Donahue Farm, LLC to convey one acre of land to [John]
prior to building his home.” “Promissory estoppel is an equitable doctrine that implies a
contract in law where none exists in fact.” Martens v. Minn . Mining & Mfg. Co.,
616 N.W.2d 732, 746 (Minn. 2000) (quotation omitted). “Promissory estoppel has three
elements: (1) a clear and definite promise; (2) the promisor intended to induce reliance and
such reliance occurred; and (3) the promise must be enforced to prevent injustice.”
Greuling v. Wells Fargo Home Mortg., Inc., 690 N.W.2d 757, 761 (Minn. App. 2005).
Whether a clear and definite promise was made is usually a question of fact. See, e.g., TMT
Mgmt. Grp., LLC v. U.S. Bank Nat’l Ass ’n, 940 N.W.2d 239, 244-45 (Minn. App. 2010)
(analyzing evidence of a clear and definite promise as a question of fact on appeal from a
district court’s summary-judgment decision).
John contends that “there was a genuine dispute of material fact as to the timing of
the discussions regarding the transfer of one acre from [Donahue Farm] to John relative to
John starting construction.” John relies on his deposition testimony— which was submitted
to the district court during summary-judgment proceedings. John testified that Robert and
22
Craig “promised [him] the one acre before [he] built” the house and that he, Robert, and
Craig discussed the need to “deed one acre off” before he started construction.
John’s deposition testimony is in direct conflict with Craig’s deposition testimony
denying “ever hav[ing] a discussion with [John] about parceling off one acre of property
before John started construction .” Thus, the district court erred in determining that
summary judgment was appropriate. We do not, however, grant relief on appeal for
harmless error. Minn. R. Civ. P. 61 (“The court at every stage of the proceeding must
disregard any error or defect in the proceeding which does not affect the substantial rights
of the parties.”); see also Cambria Co. v. M&M Creative Laminants, Inc., 995 N.W.2d 426,
439 (Minn. App. 2023) (applying rule 61 in the summary-judgment context), aff’d,
11 N.W.3d 318 (Minn. 2024).
The district court’s error in granting summary judgment on John’s
promissory-estoppel claim was harmless in light of the district court’s factual findings after
trial. While the trial concerned John’s unjust-enrichment claim against Donahue Farm and
not John’s promissory-estoppel claim against Robert and Craig, John based his
unjust-enrichment claim on the same promise on which he relied for his
promissory-estoppel claim.
As discussed above, the district court found that Robert and Craig did not make a
clear and definite promise to convey a one-acre parcel to John before he built his house.
Indeed, the district court found that “the brothers never came to an agreement on what price
John would pay for the one-acre parcel, where the survey lines would be . . . and the terms
of a driveway easement needed to access the house.” (Emphasis added.) Because the facts
23
found at trial support the district court’s judgment against John on his promissory-estoppel
claim, the district court’s summary-judgment error was harmless.
B. Breach of Fiduciary Duty

In its summary-judgment decision, the district court determined that “no evidence
was submitted to support” John’s claim that Robert “promised to cause [Donahue Farm] to
convey . . . land prior to [John] building his home.” The district court also determined that
“all evidence presented indicates the parties did not discuss conveying an acre of [Donahue
Farm property] to [John] until April of 2018.” The district court also determined there was
no factual dispute as to whether Robert “breached a fiduciary duty to [John] by not signing
the easement or the deed conveying the one-acre parcel” after construction because Robert
had “a right as a member of” Donahue Farm to deny signing the easement and the deed
based on concerns about “how the easement will affect the operation of the LLC.” “A
breach of fiduciary duty claim consists of four elements: duty, breach, causation, and
damages.” Hansen v. U.S. Bank Nat’l Ass’n, 934 N.W.2d 319, 327 (Minn. 2019).
John argues that the district court erred in granting summary judgment on his
fiduciary-duty claim against Robert because “there was a genuine issue of material fact as
to whether Robert agreed to cause [Donahue Farm] to convey an acre of land to John.” 16

16 John also argues that the district court improperly ignored evidence that “Robert failed
to execute CRP contracts or locate a renter for [Donahue Farm] property.” The district
court concluded that these alleged injuries gave rise to Donahue Farm’s derivative claim
against Robert. Because John does not challenge the district court’s dismissal of the
derivative claims, we need not consider evidence of Robert’s conduct related to CRP
contracts or renting Donahue Farm property in our review of the district court’s
summary-judgment order.
24
For the same reasons we affirmed summary judgment on the promissory-estoppel claim,
we affirm here. The district court’s error was harmless.
C. Aiding and Abetting

In his amended complaint, John alleged that Craig “substantially assisted or
encouraged the breach of fiduciary duty by Robert” and therefore “is liable for all damages
caused by [Robert’s] breach of fiduciary duty.” A claim for aiding and abetting has three
elements: “(1) the primary tort-feasor must commit a tort that causes an injury to the
plaintiff; (2) the defendant must know that the primary tort- feasor’s conduct constitutes a
breach of duty; and (3) the defendant must substantially assist or encourage the primary
tort-feasor in the achievement of the breach. ” Witzman v. Lehrman, Lehrman & Flom,
601 N.W.2d 179, 187 (Minn. 1999).
In its summary-judgment decision, the district court concluded there was no genuine
issue of material fact on the first element because John did not “produce evidence that
[Robert] breached a fiduciary duty to [John].” John argues that the district court erred in
granting summary judgment because it failed to view “the evidence in the light most
favorable to John.” The district court’s error was harmless. As discussed above, the district
court found after trial that Robert did not agree to convey a one-acre parcel to John, so no
underlying tort supports John’s claim.
D. Civil Conspiracy

In his amended complaint, John alleged that Robert and Craig conspired to “deny
[John] the benefits of the promises made to distribute real estate to” John from Donahue
Farm and “convert the monetary value of [John’s] home” for Robert and Craig’s “personal
25
benefit.” John also alleged that Robert and Craig’s agreement “contemplated [Robert]
breaching his fiduciary duty to” John. Civil conspiracy requires “a combination of persons
to accomplish an unlawful purpose or a lawful purpose by unlawful means.” Harding v.
Ohio Cas. Ins. Co., 41 N.W.2d 818, 824 (Minn. 1950). A claim of civil conspiracy must
be “supported by an underlying tort.” D.A.B. v. Brown, 570 N.W.2d 168, 172 (Minn. App.
1997).
During summary-judgment proceedings, the district court rejected John’s claim of
an underlying tort of conversion, stating that Robert and Craig “have not received a
personal benefit from [John’s] actions” because “the property is still owned” by Donahue
Farm. The district court also reasoned that John “failed to produce evidence” that it was
unlawful for Robert and Craig to refuse to convey the one-acre parcel or refuse to agree to
easement terms.
John does not argue that the district court erred in concluding that Robert and Craig
did not convert his property, so we need not address that aspect of the court’s decision. See
Jundt v. Jundt, 12 N.W.3d 201, 204 (Minn. App. 2024) (“ A party’s failure to brief and
argue an issue on appeal results in forfeiture of that issue.”), rev. denied (Minn. Dec. 31,
2024). John contends on appeal that his civil -conspiracy claim raised a genuine issue of
material fact about Robert’s breach of fiduciary duty. For the same reason that we affirmed
summary judgment on the aiding-and-abetting claim, we also affirm here.
E. The Special Litigation Committee’s Report

John alternatively contends that the district court erred because it “relied on the
SLC’s report in granting” summary judgment. John argues that , “[n]ot only is the SLC
26
Report entitled to no deference with respect to direct claims, but it is also inadmissible
hearsay without an exception” and “the district court adopted and relied on the SLC’s
findings.”
We need not consider the admissibility of the SLC report because John makes this
argument for the first time on appeal. We generally decline to consider issues not raised or
decided by the district court. Thiele, 425 N.W.2d at 582. We also note that the record does
not support John’s claim that the district court relied on the SLC report during
summary-judgment proceedings. John does not specify which aspects of the district court’s
summary-judgment order are “adopted” from the SLC report. Many of the undisputed facts
summarized in the SLC report are also noted in the district court’s summary-judgment
order. Similarly, the SLC considered many exhibits that were also submitted to the district
court during summary-judgment proceedings pursuant to an affidavit by Robert and
Craig’s attorney. Without identifying which of the district court’s conclusions are
unsupported by the summary-judgment record, John has failed to establish error. See DLH,
Inc. v. Russ, 566 N.W.2d 60, 71 (Minn. 1997) (“[T]he party resisting summary judgment
must do more than rest on mere averments.”).
John also contends that the district court “entirely disregarded evidence of . . . bias
by the SLC” because “the attorney appointed to the SLC . . . was selected and appointed
solely by Craig and Robert” and because of a “close working relationship” between the
SLC counsel and Robert and Craig’s attorney. We disagree. The district court considered
and addressed John’s bias arguments in its order enforcing the SLC determination.
27
The district court concluded that SLC counsel “acted sufficiently independent from
the board to fairly review the derivative claims” and that “[n]either party has presented
evidence of a relationship or connection between [SLC counsel] and [Robert and Craig] or
a current or prior member of [Donahue Farm ] that indicates any influence” on the SLC
investigation or report. The district court also concluded that the attorney appointed to the
SLC “credibly explained” that past interactions with Robert and Craig’s attorney did not
support claims of bias.
The district court’s conclusion is supported by the record. We also note that the
district court relied on the SLC report for only its decision to reject John’s derivative
claims—a decision that John does not challenge on appeal. We therefore reject John’s
argument that the district court improperly credited or relied on the SLC report in its
summary-judgment decision.
III. The district court erred by ordering dissolution of Donahue Farm.

The Minnesota Revised Uniform Limited Liability Company Act (LLC Act), Minn.
Stat. §§ 322C.0101-.1205 (2024), allows for judicial dissolution of an LLC “on application
by a member” if, among other reasons, “it is not reasonably practicable to carry on the
company’s activities in conformity with the articles of organization and the operating
agreement” or “on the grounds that the managers, governors, or those members in control
of the company . . . have acted or are acting in a manner that is oppressive and was, is, or
will be directly harmful to the applicant.” Minn. Stat. § 322C.0701, subd. 1(4)(ii), (5)(ii).
“A remedy other than dissolution may be ordered in any case where that remedy would be
appropriate under all the facts and circumstances of the case.” Id., subd. 2.
28
Minnesota courts have not articulated the standard of review for judicial dissolution
of an LLC. John seeks de novo review, while Robert and Craig argue that the availability
of dissolution raises “questions of fact” that are “subject to highly deferential review.” We
need not decide the standard of review generally applicable to an order for judicial
dissolution under Minn. Stat. § 322C.0701. Because our analysis turns on the interpretation
of section 322C.0701, our review is de novo. Curtis v. Altria Grp., Inc., 813 N.W.2d 891,
898 (Minn. 2012) (stating that appellate courts review questions of statutory interpretation
de novo).
We consider the district court’s two independent reasons for dissolution in turn.
A. Not Reasonably Practicable to Carry on Donahue Farm’s Activities
The district court first determined that Donahue Farm’s dissolution was warranted
under section 322C.0701, subdivision 1(4)(ii). The district court found that Donahue
Farm’s articles of organization “state the company is organized with a general business
purpose” but do not “specify what the company activities are.” The district court also found
that “the activities that take place on [Donahue Farm] property are primarily recreational”
but noted that “this is not designated in any written LLC document.” And the district court
concluded that “[b]ased on the lack of an operating agreement . . . it is not reasonably
practicable to carry on the company’s activities in conformity with the articles of
organization and the operating agreement because the activities are not defined.”
John contends that the district court’s conclusion reflects two legal errors. First, the
absence of a written operating agreement does not mean that Donahue Farm “has no
operating agreement in place.” John argues that, “[t]o the extent the operating agreement
29
does not otherwise provide for the matter,” default provisions govern Donahue Farm’s
operations as provided in Minnesota Statutes section 322C.0110, subdivision 2. John also
cites the definition of operating agreement in chapter 322C, which provides that an
operating agreement may be “oral, in a record, implied, or in any combination thereof.”
Minn. Stat. § 322C.0102, subd. 17.
Second, John contends that defining Donahue Farm’s activities as a “general
business” is sufficient to carry on company activities because that purpose is consistent
with Minnesota Statutes section 322C.0104, subdivision 2, which provides that “a limited
liability company may have any lawful purpose.” John also argues that, because the district
court found that Donahue Farm’s “activities are defined in a manner consistent with the
[LLC Act], its conclusion that [Donahue Farm] cannot carry on its activities because the
activities are not defined is contrary to law.” Alternatively, John maintains that “the parties’
informal operating agreement provides that [Donahue Farm’s] activities are ‘primarily
recreational activities. ’” We understand John’s reference to an “informal operating
agreement” to be based on the district court’s finding that it is “undisputed by the LLC
members . . . that the activities that take place on [Donahue Farm] property are primarily
recreational activities.”
There is no precedential Minnesota caselaw interpreting what is “not reasonably
practicable” under section 322C.0701, subdivision 1(4)(ii). In Barkalow v. Clark, the Iowa
Supreme Court concluded that judicial dissolution is “not a wide-ranging mechanism for
doing equity, but a drastic remedy to be ordered when an LLC is truly in an unmovable
logjam or cannot as a practical matter carry on its contracted purpose.” 959 N.W.2d 410,
30
423 (Iowa 2021). 17 And an “unmovable logjam” occurs with a deadlock. See id. at 420
(“Typically, dissolution is ordered when there is actual, unbreakable deadlock.”); see also
Dysart v. Dragpipe Saloon, LLC, 933 N.W.2d 483, 486-87 (S.D. 2019) (“An involuntary
judicial dissolution represents an exceptional level of intervention into the otherwise
private agreement of an LLC’s members.”).
The district court’s conclusion that it was not reasonably practicable for Donahue
Farm to continue operations is not supported on this record, nor is it consistent with
persuasive caselaw. First, even if we accept the district court’s findings about the ongoing
hostility among the three members, Donahue Farm can continue with ordinary matters. The
district court found that Donahue Farm “is a member-managed LLC” and that “John, Craig,
and Robert as the three members” of Donahue Farm “have equal rights in the management
and business.” Actual deadlock on matters of “ordinary course” for Donahue Farm is not
possible among three equal members because a majority vote governs. See Minn. Stat.
§ 322C.0407, subd. 2(3) (stating that, in a member-managed LLC, a “difference arising
among members as to a matter in the ordinary course of the activities of the company may
be decided by a majority of the members”).
18

17 Section 322C.0701 is based on section 701 of the Revised Uniform Limited Liability
Company Act. See Revised Ltd. Liab. Co. Act § 701 (Unif. L. Comm’n 2006); 2014 Minn.
Laws ch. 157, art. 1, at 122-85. “Laws uniform with those of other states shall be interpreted
and construed to effect their general purpose to make uniform the laws of those states which
enact them.” Minn. Stat. § 645.22 (2024).

18 Nor are we convinced that the conveyance of a one-acre parcel to John is not possible
due to a deadlock. Robert and Craig contend that the members’ inability to agree on
conveying a one-acre parcel and granting an easement to John are “unbreakable deadlocks”
because these acts are outside the ordinary course of business and therefore require a
31
Second, Donahue Farm’s purposes and activities are defined, as found by the district
court, and the record suggests that its activities are ongoing, although not always smooth.
The district court found that Donahue Farm’s property “contains tillable acres that are
rented out to a local farmer and some acres are subject to [CRP ] contracts.” The district
court did not find that these activities are inconsistent with a “general business” purpose or
that it is not reasonably practicable for Donahue Farm to continue them.
It is true that the district court found that “the three LLC members have had
disagreements about renewing the CRP contracts, management of the CRP land, rental of
the tillable farmland, and harvesting of firewood from the property.” But with three
members, a majority vote will settle those disagreements. And the district court found that
Robert and Craig “continue to use [Donahue Farm] Property for recreational purposes,”
though “much less than in the past.” Again, mere disagreement among members over
business operations does not support judicial dissolution. See Barkalow, 959 N.W.2d at
422-23 (reversing a dissolution order because “there is no voting deadlock and the defined
purpose of the entity has not become impossible to fulfill” (emphasis added)). We therefore
conclude that the district court erred in ordering dissolution under section 322C.0701,
subdivision 1(4)(ii).

unanimous vote of the members. John’s reply is persuasive: “[I] f a decision requires
unanimous consent, and unanimous consent is not reached, the vote simply fails, thus
breaking any deadlock.”
32
B. Oppressive Conduct by Members in Control of Donahue Farm
We turn to the district court’s second, alternative ground for ordering judicial
dissolution of Donahue Farm. The LLC Act provides that an LLC “is dissolved, and its
activities must be wound up,” in the following situation:
(5) on application by a member, the entry by
appropriate court of an order dissolving the company on the
grounds that the managers, governors, or those members in
control of the company: . . .
(ii) have acted or are acting in a manner that is
oppressive and was, is, or will be directly harmful to the
applicant[.]

Minn. Stat. § 322C.0701, subd. 1(5)(ii).
The district court concluded that John was “in control” of Donahue Farm because
“the evidence shows [ John] controlled many [Donahue Farm] transactions, without the
consent of Craig and Robert.” John contends that the district court legally erred in
concluding he was “in control” of Donahue Farm because “having an officer execute
documents on behalf of an organization is a normal practice” and because “John was a
minority member.” John relies on the district court’s conclusion that John “had no more
legal control over [Donahue Farm] business than Craig or Robert.”
Because Donahue Farm is member-managed, section 322C.0701, subdivision 1(5),
authorizes a judicial order for dissolution upon the showing of oppressive conduct by
“those members in control of the company.” See Minn. Stat. § 322C.0407, subds. 3(1), 4(1)
(providing that “managers” hold management rights in a manager-managed LLC and
“governors” hold management rights in a board-managed LLC). Here, the “members in
control” of Donahue Farm are not clarified by its formation documents because Donahue
33
Farm lacked a written operating agreement and therefore operated under the default rules
provided in the LLC Act. In other words, “[e]ach member [ had] equal rights in the
management and conduct of the company’s activities,” matters “in the ordinary course of
the activities of the company” could be decided by majority vote, and an “act outside the

ordinary course of the activities of the company [could] be undertaken only with the
consent of all members.” Id., subd. 2(2)-(4).
Also, “members in control” is not a phrase defined in the LLC Act. To the extent
that our review of the district court’s dissolution order requires us to interpret
subdivision 1(5)(ii), we do so to give effect to legislative intent. See Humana MarketPoint,
Inc. v. Comm’r of Revenue, 25 N.W.3d 841, 850 (Minn. 2025) (stating that appellate courts
“interpret statutes to ascertain and effectuate the intent of the Legislature”). But “[w]hen
the intent of the Legislature is clearly discernible from plain and unambiguous language,
statutory construction is neither necessary nor permitted and we apply the statute’s plain
meaning.” Energy Pol’y Advocs. v. Ellison, 980 N.W.2d 146, 156 (Minn. 2022) (quotation
omitted). Appellate courts “may refer to dictionary definitions to discern [a statute’s] plain
meaning. Hagen v. Steven Scott Mgmt., Inc., 963 N.W.2d 164, 173 (Minn. 2021).
In subdivision 1(5)(ii), the term “control” means the “direct or indirect power to
govern the management and policies of . . . [an] entity, whether through ownership of
voting securities, by contract, or otherwise .” Black’s Law Dictionary 418 (12th ed. 2024)
(defining control). In other words, control is “the power or authority to manage, direct, or
oversee.” Id.
34
As one of three members, each having a one -third interest, John does not control
Donahue Farm because he needs a second vote to act in the ordinary course. Thus, based
on the plain language of the statute and this record, we conclude that John is not a member
in control and the district court erred in ordering dissolution under section 322C.0701,
subdivision 1(5)(ii).
Because the record does not support the district court’s conclusion that it was not
reasonably practicable for Donahue Farm to carry on company activities or that John was
a member in control of Donahue Farm, we reverse the district court’s order granting Robert
and Craig’s request for the “LLC to be wound up and dissolved” and requiring “sale
through a realtor or . . . by auction” if “the LLC members cannot come to a mutual
agreement on a buy-out within ninety (90) days from the date of [the] Order.”
Affirmed in part and reversed in part.