Bay & Bay Transfer Co. Inc., d/b/a Bay @ Bay Transportation, Respondent,

This opinion is nonprecedential except as provided by
Minn. R. Civ. App. P. 136.01, subd. 1(c).

STATE OF MINNESOTA
IN COURT OF APPEALS
A25-1345

Bay & Bay Transfer Co. Inc.,
d/b/a Bay @ Bay Transportation,
Respondent,

vs.

Antonio Raetz,
Defendant,

DeGroot Logistics Inc.,
Appellant.

Filed June 1, 2026
Affirmed
Harris, Judge

Dakota County District Court
File No. 19HA-CV-24-5755

Brandon J. Wheeler, Brian T. Benkstein, Felhaber Larson, Minneapolis, Minnesota (for
respondent)

Daniel J. Cragg, Bailey T. Stubbe, Eckland & Blando, LLP, Minneapolis, Minnesota; and

Timothy S. McGovern (pro hac vice), Floyd Zadkovich (US), LLP, Chicago, Illinois (for
appellant)

Considered and decided by Bond, Presiding Judge; Harris, Judge; and Florey,
Judge
∗.

∗ Retired judge of the Minnesota Court of Appeals, serving by appointment pursuant to
Minn. Const. art. VI, § 10.
2
NONPRECEDENTIAL OPINION
HARRIS, Judge
In this appeal challenging the district court’s denial of its motion for summary
judgment, appellant argues that the district court lacks personal jurisdiction. Appellant
argues that (1) it was not closely related to the dispute such that it is bound by a forum-
selection clause contained in the employment agreement between respondent and its former
employee, (2) respondent did not make a prima facie showing that the district court had
personal jurisdiction over appellant, and (3) appellant did not expressly aim its tortious
conduct at the forum state. Because we conclude that personal jurisdiction exists under the
closely-related-party doctrine, we affirm.
FACTS
The following facts derive from the evidence in the summary-judgment record and
are framed in the light most favorable to the appellant as the nonmoving party. 1
Respondent Bay & Bay Transportation Services Inc. 2 is a Minnesota corporation
with its principal place of business in Minnesota. Appellant DeGroot Logistics Inc. is an

1 See Schroeder v. Simon, 985 N.W.2d 529, 535-36 (Minn. 2023) (“In evaluating a grant
of summary judgment, we must view the evidence in the light most favorable to the
nonmoving party.” (quotation omitted)).

2 The case caption in the district court identified respondent as “Bay & Bay Transfer Co.,
Inc., d/b/a Bay @ Bay Transportation.” But respondent is identified in its appellate brief
as “Bay & Bay Transportation Services, Inc., d/b/a Bay & Bay Transportation.” The
caption of this opinion conforms to the caption used in the district court. See Minn. R. Civ.
App. P. 143.01. But we use respondent’s preferred name throughout the body of the
opinion.
3
Illinois corporation with its principal place of business in Illinois. Bay & Bay and DeGroot
are competitors in the field of trucking logistics.
Defendant Antonio Raetz worked as a senior sales executive for Bay & Bay from
March 2019 through September 2024. 3 While working for Bay & Bay, Raetz entered into
an employment agreement. The agreement prohibited Raetz from using or disclosing Bay
& Bay’s confidential information outside the scope of employment. The agreement also
contained non-compete and non- solicitation clauses. The clauses provided that Raetz
could not work for a competitor of Bay & Bay or solicit actual or perspective customers of
Bay & Bay for a 12-month period following the end of his employment. The agreement
also contained a forum-selection clause, subjecting Raetz to personal jurisdiction in Dakota
County State District Court or, if applicable, in the United States District Court for the
District of Minnesota.
Raetz ended his employment with Bay & Bay in September 2024. Shortly
thereafter, Bay & Bay had reason to believe that Raetz entered into employment with
DeGroot. Bay & Bay received a calendar invitation from a current customer (customer
one), that was sent to Raetz’s former Bay & Bay email address. Raetz was customer one’s
direct point of contact while he was employed with Bay & Bay. The calendar invitation
indicated that Raetz and customer one intended to discuss business with DeGroot.
Two days after receiving the calendar invitation, Bay & Bay sent Raetz a cease-and-
desist letter demanding that Raetz refrain from working for DeGroot and to stop soliciting

3Antonio Raetz is a named defendant in Bay & Bay’s complaint. However, DeGroot is the
only party pursuing an appeal.
4
Bay & Bay’s customers. Raetz did not respond to the letter. On October 1, 2024, Bay &
Bay sent Raetz a follow-up letter. Bay & Bay indicated that Raetz was in fact working for
DeGroot and soliciting its customers on DeGroot’s behalf. Bay & Bay demanded that
Raetz cease all activity in direct violation of their employment agreement. Raetz did not
respond to the follow-up letter.
On October 4, 2024, Bay & Bay received a calendar invitation from a different
customer (customer two), which was sent to Raetz’s former Bay & Bay email address.
Raetz frequently worked with customer two during his employment with Bay & Bay.
On October 15, 2024, Bay & Bay was notified that it had lost a substantial portion
of its business with customer one. The loss exceeded over $1 million in revenue. Customer
one explained that Raetz was “very eager” to contact their team, and that Raetz solicited
their business on behalf of DeGroot. Bay & Bay knew that Raetz gained a deep
understanding of customer one’s business because Raetz “had worked with this customer
on behalf of [Bay & Bay] for years.” Bay & Bay also discovered that Raetz used its
confidential information to solicit this customer. DeGroot would not have access to this
confidential information but for Raetz’s employment.
In November 2024, Bay & Bay commenced this action against Raetz alleging
breach of contract and against DeGroot alleging tortious interference with Bay & Bay’s
employment contract with Raetz. Bay & Bay also requested injunctive relief and an award
of attorney fees against both parties. DeGroot and Raetz filed a joint motion to dismiss for
failure to state a claim upon which relief can be granted and DeGroot also sought dismissal
for lack of personal jurisdiction under Minnesota Rule of Civil Procedure 12.02(b).
5
DeGroot and Raetz were represented by the same attorney. In support of its motion to
dismiss, DeGroot submitted five exhibits that were not referenced in Bay & Bay’s
complaint and therefore outside the pleadings. Pursuant to Minnesota Rule of Civil
Procedure 12.02, DeGroot asked the district court to treat its motion to dismiss for failure
to state a claim upon which relief can be granted as a motion for summary judgment if the
district court accepted its exhibits that were outside the pleadings .4 The district court did
not exclude DeGroot’s exhibits, thereby implicitly converting DeGroot’s motion to dismiss
for failure to state a claim upon which relief can be granted as a motion for summary
judgment.
In its memorandum in opposition to DeGroot’s motion, Bay & Bay argued that the
district court had personal jurisdiction over DeGroot under the closely-related -party
doctrine. Bay & Bay argued that although DeGroot was not a party to the employment
agreement with Raetz, it could still be bound by the agreement’s forum-selection clause
because DeGroot was closely related to the dispute.
In August 2025, the district court filed an order denying DeGroot’s motion for
summary judgment. In denying summary judgment, the district court held that the exercise
of personal jurisdiction was proper because Raetz “solicited some of [Bay & Bay]’s long-
standing customers for the financial benefit of DeGroot”; conduct the district court
identified as “specific activity indicating that [DeGroot] expressly aimed its tortious

4 Minnesota Rule of Civil Procedure 12.02 provides that, “[i]f, on a motion asserting the
defense that the pleading fails to state a claim upon which relief can be granted, matters
outside the pleading are presented to and not excluded by the court, the motion shall be
treated as one for summary judgment.”
6
conduct at the forum.” The district court further relied on calendar invitations sent to
Raetz’s former company email as well as Bay & Bay’s communication to DeGroot
regarding Raetz’s alleged violation of the employment agreement as evidence that DeGroot
“knew that [Bay & Bay] would suffer the brunt of the harm caused by the tortious conduct
in the forum.” The district court reasoned that there were genuine issues of material facts
in dispute as to whether DeGroot engaged in tortious inference. The district court also
determined that the parties fundamentally disagreed as to the behavior and actions of Raetz
regarding whether he violated the employment contract, and whether DeGroot engaged in
tortious interference, which the district court believed would be best resolved by a jury
acting as the factfinder.
DeGroot appeals.
DECISION
DeGroot argues that personal jurisdiction does not exist under the closely-related-
party doctrine, as to bind it to the forum-selection clause contained in Raetz’s employment
agreement with Bay & Bay.
5
Minnesota’s long-arm statute permits our courts to exercise personal jurisdiction
“over any foreign corporation or any nonresident individual” so long as the out-of-state
defendant has an interest in real property within the state, transacts business in the state,
commits an act in the state that causes injury or property damage, or commits an act outside

5 Because we conclude that personal jurisdiction exists under the closely-related -party
doctrine, we need not address whether personal jurisdiction exists under the traditional
minimum-contacts analysis.
7
the state that causes injury or property damage in the state. Minn. Stat. § 543.19, subd. 1
(2024). The supreme court has interpreted the statute to be broad enough to authorize any
exercise of personal jurisdiction that is permitted by the Due Process Clause of the
Fourteenth Amendment to the United States Constitution. Valspar Corp. v. Lukken Color
Corp., 495 N.W.2d 408, 410-11 (Minn. 1992). Therefore, “Minnesota courts may simply
apply the federal case law” to determine whether a district court has personal jurisdiction
over a nonresident defendant. Rilley v. MoneyMutual, LLC, 884 N.W.2d 321, 327 (Minn.
2016) (quotation omitted).
The Due Process Clause “prohibits a state court from exercising personal
jurisdiction over a nonresident defendant unless that defendant has ‘minimum contacts’
with the state and maintaining the lawsuit ‘does not offend traditional notions of fair play
and substantial justice. ’” Id. (quoting Int’l Shoe Co. v. Washington, 326 U.S. 310, 316
(1945)). To satisfy the minimum-contacts requirement, a nonresident defendant must have
“purposefully availed” itself of the privilege of conducting activities within the forum state
such that the nonresident “should reasonably anticipate being haled into court there.”
Burger King Corp. v. Rudzewicz, 471 U.S. 462, 474-82 (1985) (quotations omitted).
Personal jurisdiction over a nonresident defendant may also be obtained by consent.
Rykoff-Sexton, Inc. v. Am. Appraisal Assocs., Inc., 469 N.W.2d 88, 89-90 (Minn. 1991).
“A party can submit to a court’s jurisdiction through express or implied consent.” Blume
Law Firm PC v. Pierce, 741 N.W.2d 921, 925 (Minn. App. 2007), rev. denied (Minn.
Feb. 19, 2008). Consent to personal jurisdiction can “occur by entering into a contract
containing a valid forum selection clause.” TRWL Fin. Establishment v. Select Int’l, Inc.,
8
527 N.W.2d 573, 578 (Minn. App. 1995). A nonparty may consent to a forum-selection
clause when it is “closely related to the dispute such that it becomes foreseeable that it will
be bound.” C.H. Robinson Worldwide, Inc. v. FLS Transp., Inc., 772 N.W.2d 528, 534
(Minn. App. 2009). “Whether personal jurisdiction exists is a question of law, which
[appellate courts] review de novo.” Rilley, 884 N.W.2d at 326 (quotation omitted). We
also review whether a forum-selection clause applies de novo. Alpha Sys. Integration, Inc.
v. Silicon Graphics, Inc., 646 N.W.2d 904, 907 (Minn. App. 2002), rev. denied (Minn. Oct.
15, 2002).
“Once a defendant challenges personal jurisdiction, the burden of proof is on the
plaintiff to show the jurisdiction exists.” C.H. Robinson, 772 N.W.2d at 533. “At the
pretrial stage, a plaintiff need only make a prima facie showing of jurisdiction, and the
complaint and supporting evidence will be taken as true.” Id.; Rilley, 884 N.W.2d at 326.
“[I]n doubtful cases, doubts should be resolved in favor of retention of jurisdiction.”
Hardrives, Inc. v. City of LaCrosse, 240 N.W.2d 814, 818 (Minn. 1976); see also C.H.
Robinson, 772 N.W.2d at 533 (quotation omitted).
DeGroot makes two arguments concerning the closely-related-party doctrine. First,
the doctrine should be interpreted narrowly, consistent with federal constitutional caselaw
concerning personal jurisdiction. Second, DeGroot argues that Bay & Bay has not
established that DeGroot is sufficiently closely related so as to be bound by the forum-
selection clause in Raetz’s employment agreement with Bay & Bay. We will address each
argument in turn.
9
I. Following our precedential decision in C.H. Robinson, we decline DeGroot’s
request to narrow the closely-related-party doctrine.
Relying on two federal district court decisions, DeGroot urges this court to narrow
the scope of the closely-related-party doctrine to individuals working for a corporation that
hold executive positions. See Marano Enters. of Kan. v. Z-Teca Rests., L.P., 254 F.3d 753,
757 (8th Cir. 2001) (holding that a nonparty plaintiff was bound by a forum-selection
clause because the plaintiff was a shareholder, officer, and director of the company that
was party to the agreement); see also The Toro Company v. Sutterli n, No. 23-3873, 2024
WL 965238, at *4 (D. Minn. 2024) (stating that “[t]he purpose of the closely-related
doctrine is to give parties who have come to an agreement the ability to enforce that
agreement against the universe of entities who should expect as much—successors-in-
interest, executive officers, and the like” (quotation omitted)).
We are not bound by federal district court decisions. See Scheffler v. City of Anoka,
890 N.W.2d 437, 445 (Minn. App. 2017), rev. denied (Minn. Apr. 26, 2017) (“Federal
district courts do not bind this court.”). Furthermore, this court has applied the closely-
related-party doctrine to other corporations which are not parties to the forum-selection
clause in at least three nonprecedential opinions. See U.S. Holdings, Inc. v. Williston
Holding Co., No. A24-0795, 2025 WL 440351, at *6-7 (Minn. App. Feb. 10, 2025)
6; Fair
Isaac Corp. v. Gordon, No. A16-0274, 2016 WL 7439084, at *2-3 (Minn. App. Dec. 27,
2016), rev. granted (Minn. Mar. 28, 2017), rev. dismissed (Minn. Aug. 21, 2017); C.H.

6 See Minn. R. Civ. App. P. 136.01, subd. 1(c) (“Nonprecedential opinions . . . are not
binding authority . . . but nonprecedential opinions may be cited as persuasive authority.”).
10
Robinson Worldwide, Inc. v. XPO Logistics, Inc., No. A13- 1797, 2014 WL 2565690, at
*7-8 (Minn. App. June 9, 2014), rev. denied (Minn. Aug. 19, 2014). Accordingly, we reject
DeGroot’s request to narrow the application of this doctrine.
DeGroot’s argument is similar to those raised in the nonprecedential decision
Medtronic, Inc. v. AlphaTec Spine, Inc., No. A25-1009, 2026 WL 570489 (Minn. App.
Mar. 2, 2026), petition for rev. filed (Minn. Apr. 1, 2026). There, Medtronic sued AlphaTec
Spine, a nonresident competitor, in Minnesota, alleging tortious interference with
employment agreements that contained forum-selection and consent-to-jurisdiction
clauses. Id. at *1. The district court denied AlphaTec’s motion to dismiss for lack of
personal jurisdiction, and we affirmed, concluding that jurisdiction existed under the
closely-related-party doctrine. Id. at *2-3. Relying on C.H. Robinson, we held that a
nonparty may be bound by such clauses if it is “close ly related to the dispute such that it
becomes foreseeable that it will be bound.” Id. at *3 (quoting C.H. Robinson, 772 N.W.2d
at 534-35). Applying that principle, we noted, in part, that AlphaTec shared counsel with
the employees and had aligned interests in defeating Medtronic’s claims. Id. at *4. We
explained that the argument was, in substance, a request to overrule C.H. Robinson. Id.
We reiterated that C.H. Robinson is a precedential decision binding on this court and that
the doctrine of stare decisis precluded such relief. Id. We further noted that any request to
revisit or overrule C.H. Robinson must be directed to the Minnesota Supreme Court, not
this court. Id.
For the same reasons, we likewise reject DeGroot’s contention that the closely-
related-party doctrine should be narrowed or disregarded. DeGroot’s argument mirrors the
11
one we previously declined to entertain because it effectively asks this court to depart from
binding precedent. Under settled principles of stare decisis, we cannot disregard that
precedent. Accordingly, we adhere to C.H. Robinson and decline DeGroot’s invitation to
revisit or limit that decision.
II. The district court did not err by concluding it has personal jurisdiction over
DeGroot under the closely-related-party doctrine.

DeGroot next contends that it is not sufficiently closely related to the dispute so as
to be bound by the forum-selection clause in Raetz’s employment agreement with Bay &
Bay.
This court has previously applied the consent theory to a foreign corporation that
was not a party to an employment agreement containing a forum-selection clause. In C.H.
Robinson, C.H. Robinson sued eight former employees and their new employer, FLS
Transportation. 772 N.W.2d at 532. C.H. Robinson alleged that the former employees
breached their noncompete agreements by working for a direct competitor and by soliciting
C.H. Robinson’s clients on FLS’s behalf. Id. The district court determined that FLS and
two former employees “undertook a concerted effort to solicit” other C.H. Robinson
employees to join FLS, despite knowing those employees were subject to the same
noncompete agreements. Id. at 535. The court also found that FLS and the former
employees were represented by common counsel and “share[d] a common interest in
asserting that neither improper use of C.H. Robinson information nor improper solicitation
of C.H. Robinson customers occurred.” Id. We explained that a forum-selection clause
subjecting a party to personal jurisdiction in a forum state may also extend to a nonparty
12
when the nonparty is “closely related to the dispute such that it becomes foreseeable that
[it] would be bound by the clauses.” Id. at 535-36. Applying that principle, and relying
on the district court’s findings, we concluded that FLS was closely related to the dispute
and therefore bound by the forum-selection clauses. Id.
Like the parties in C.H. Robinson, the record demonstrates that DeGroot and Raetz
are represented by the same attorneys in this case. DeGroot and Raetz also share a common
interest in asserting that neither party engaged in any wrongdoing against Bay & Bay.
Consequently, DeGroot is just as closely related to the dispute in this case as the nonparty
defendant in C.H. Robinson in a way that it “should reasonably anticipate defending [itself]
in a Minnesota court.” Id. Therefore, we conclude that DeGroot is bound by the forum-
selection clause contained in Raetz’s employment agreement with Bay & Bay under the
closely-related-party doctrine.
On this record, the district court properly exercised personal jurisdiction over
DeGroot because DeGroot is closely related to Raetz and to the underlying dispute,
justifying the court’s jurisdictional determination. Therefore, the district court did not err
in denying DeGroot’s motion to dismiss for lack of personal jurisdiction.
Affirmed.