Gerald Bernard v. Wealth Enhancement Group LLC

This opinion is nonprecedential except as provided by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
A25-0243

Gerald Bernard, et al.,
Appellants,

vs.

Wealth Enhancement Group LLC,
Respondent.

Filed December 29, 2025
Affirmed
Reyes, Judge

Hennepin County District Court
File No. 27-CV-24-9653

Terrance W. Moore, Daniel J. Sathre, Hellmuth & Johnson, PLLC, Edina, Minnesota (for
appellants)

Jessica L. Roe, Alex L. Rubenstein, Roe Law Group, PLLC, Minneapolis, Minnesota (for
respondent)

Considered and decided by Larkin, Presiding Judge; Reyes, Judge; and Wheelock,

Judge.

NONPRECEDENTIAL OPINION

REYES, Judge

Appellants challenge the district court’s dismissal of their claims related to an

alleged breach of contract, arguing that it erred by determining that the claims are barred

by a contractual release. By notice of related appeal, respondent and cross-appellant argues

that the district court abused its discretion by denying its motion for sanctions. We affirm.
 FACTS

In June 2024, appellants and cross-respondents Gerald Bernard and his entity,

Uncommon Wisdom, Inc. (collectively, Bernard) filed a complaint against respondent and

cross-appellant Wealth Enhancement Group, LLC (WEG). Bernard’s claims arose from a

consulting agreement (the contract) between the parties.

A few years after entering into the contract, WEG presented to Bernard a release

agreement (the release), which terminated the contract. Both parties signed this release.

Under its terms, WEG would pay Bernard $500,000 in lieu of any payments “due from

[WEG] to [Bernard] in connection with the [contract].” In exchange, Bernard would agree

to release WEG from “any and all claims, demands, obligations, damages, liabilities[,] and

causes of action relating to the [contract].”

Over three years later, in March 2024, Bernard mailed WEG a letter asserting that

WEG breached the contract and that the release was void under Minnesota law. The letter

outlined a related legal argument and asserted that WEG was liable to Bernard for over

$1.8 million but that “Bernard would be willing to enter into a mutual release of all claims

in return for payment of $688,000.” About two weeks later, WEG formally rejected

Bernard’s settlement offer via email. In that email, WEG asserted that Bernard had no

legal basis for his claims and that WEG would seek sanctions “as a clear case of litigation

misconduct” if Bernard moved forward with his claims. Bernard sent WEG a second

settlement offer in late April 2024, which was promptly rejected.

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 In his complaint against WEG, Bernard argued that: (1) WEG breached the contract;

(2) WEG violated Minnesota Statutes section 181.145 (2024); and (3) the same statute

rendered the release unenforceable.

WEG moved to dismiss Bernard’s claims under Rule 12.02(e) of the Minnesota

Rules of Civil Procedure, arguing that (1) the contract did not implicate section 181.145

and (2) Bernard’s claims were time-barred. WEG then filed a motion for sanctions under

Minnesota Rule of Civil Procedure 11 and Minnesota Statutes section 549.211 (2024).

WEG argued that sanctions were appropriate because Bernard’s claims lacked a legitimate

factual and legal basis and were brought for the improper purpose of “extract[ing] a

settlement from WEG.”

The district court granted WEG’s motion to dismiss but denied its motion for

sanctions. It ordered entry of judgment dismissing Bernard’s claims on two independent

grounds. First, it determined that the release and its performance constituted an accord and

satisfaction by which Bernard gave up his right to make the claims. Second, the district

court determined that, even if the release were unenforceable, Bernard’s work under the

contract did not fall within the scope of section 181.145, and Bernard could not bring

claims under the statute.

This appeal and cross-appeal follow.

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 DECISION

I. The district court did not err by granting WEG’s motion to dismiss Bernard’s
claims.

Bernard challenges the district court’s determination that the contract did not

implicate Minnesota Statutes section 181.145. But the district court did not dismiss

Bernard’s claims solely on this ground. It also determined that dismissal was appropriate

because Bernard gave up his right to make his claims by signing the release. On appeal,

neither party addressed this ground for dismissal.

Appellate courts review de novo a district court’s grant of a motion to dismiss for

failure to state a claim. Abel v. Abbott Nw. Hosp., 947 N.W.2d 58, 68 (Minn. 2020). “We

accept the facts alleged in the complaint as true and construe all reasonable inferences in

favor of the nonmoving party.” Walsh v. U.S. Bank, N.A., 851 N.W.2d 598, 606 (Minn.

2014). “A pleading will be dismissed only if it appears to a certainty that no facts, which

could be introduced consistent with the pleading, exist which would support granting the

relief demanded.” State by Smart Growth Minneapolis v. City of Minneapolis, 954 N.W.2d

584, 594 (Minn. 2021) (quotation omitted).

When a district court provides multiple independent grounds for its judgment, a

party appealing that judgment cannot prevail without addressing each ground in their

principal brief. See Hunter v. Anchor Bank, N.A., 842 N.W.2d 10, 17 (Minn. App. 2013)

(affirming entry of summary judgment when appellant’s principal brief did not challenge

independent and sufficient ground for judgment), rev. denied (Minn. Mar. 18, 2014).

“Minnesota appellate courts decline to reach an issue in the absence of adequate briefing.”

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In re Civ. Commitment of Kropp, 895 N.W.2d 647, 653 (Minn. App. 2017), rev. denied

(Minn. June 20, 2017); see also Minn. Sands, LLC v. County of Winona, 940 N.W.2d 183,

199 n.15 (Minn. 2020) (declining to consider “arguments that lack full development in the

briefs”). An argument cannot be raised for the first time in an appellant’s reply brief. In

re Application of Otter Tail Power Co., 942 N.W.2d 175, 181 n.5 (Minn. 2020); see also

Minn. R. Civ. App. P. 128.02, subd. 3 (“The reply brief must be confined to new matter

raised in the brief of the respondent.”).

As stated above, Bernard’s principal brief does not address an independent ground

for the district court’s dismissal of his complaint: the release and its performance

constituted an accord and satisfaction, thereby precluding Bernard from bringing his

claims. See Webb Bus. Promotions, Inc. v. Am. Elecs. & Ent. Corp., 617 N.W.2d 67, 73

(Minn. 2000) (“The purpose of accord and satisfaction is to allow parties to resolve disputes

without judicial intervention by discharging all rights and duties under a contract in

exchange for a stated performance, usually a payment of a sum of money.”) Bernard

mentions accord and satisfaction only when describing the district court’s order. The

district court’s accord-and-satisfaction determination therefore goes unchallenged and

stands as an independent and sufficient basis for the district court’s dismissal of Bernard’s

complaint. 1 See Hunter, 842 N.W.2d at 17.

1
Bernard’s principal brief states, only once, that section 181.145 renders the release void
and unenforceable, but he provides no further legal support or analysis explaining his
conclusion. This renders the argument forfeited. See, e.g., In re Denial of Contested Case
Hearing Requests, 993 N.W.2d 627, 666 n.20 (Minn. 2023) (holding that forfeiture resulted
from party’s failure to support argument with relevant legal authority).

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II. The district court did not abuse its discretion by denying WEG’s motion for
sanctions.

WEG argues that the district court abused its discretion because Bernard’s claims

lack a legitimate factual and legal basis and were brought for an improper purpose. We

are not persuaded.

A district court may grant a motion for sanctions if it finds that the party against

whom sanctions are sought violated Minnesota Rule of Civil Procedure 11.02 or Minnesota

Statutes section 549.211, subdivision 2. 2 Under rule 11, an attorney must certify that

submissions to the district court are “not being presented for any improper purpose, such

as to harass or to cause unnecessary delay or needless increase in the cost of litigation,”

that existing law or a nonfrivolous argument for a change in the law supports the claims

made, and that evidence supports or is likely to support the factual allegations. Minn. R.

Civ. P. 11.02(a)-(c). “[S]anctions should not be imposed when an attorney has an

objectively reasonable basis for pursuing a factual or legal claim or when a competent

attorney could form a reasonable belief that a pleading is well-grounded in fact and law.”

Flatgard, 14 N.W.3d at 313 (quotation omitted).

Bernard’s principal brief also states, only once, that Minnesota Statutes section
181.03 (2024) renders the release void and unenforceable. Bernard did not present this
argument to the district court. Bernard “has articulated no basis for this court to depart
from the principle against reviewing issues that have not been so preserved” and we
therefore decline to do so. Leppink v. Water Gremlin Co., 944 N.W.2d 493, 502 (Minn.
App. 2020).
2
Rule 11 and section 549.211 “overlap[] substantially.” In re Supervised Est. of Flatgard,
14 N.W.3d 305, 311 (Minn. App. 2024), rev. denied (Minn. Mar. 18, 2025).

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 Appellate courts review a district court’s denial of a rule 11 motion for sanctions for

an abuse of discretion. Wolf v. Oestreich, 956 N.W.2d 248, 256 (Minn. App. 2021), rev.

denied (Minn. May 18, 2021). “A [district] court abuses its discretion if it makes findings

of fact that are not supported by the record, misapplies the law, or resolves the matter in a

manner that is contrary to logic and the facts on record.” Sinda v. Sinda, 949 N.W.2d 170,

175 (Minn. App. 2020) (quotation omitted).

WEG cites no legal authority showing that Bernard’s claims were objectively

unmoored from fact or law. Bernard’s argument concerning the scope of section 181.145

is colorable and there is a dearth of legal authority on the statute’s applicability to work

like that performed by Bernard under the parties’ contract. The record also does not

sufficiently support WEG’s argument that Bernard brought his complaint for an improper

purpose. We conclude that the district court appropriately exercised its discretion by

denying WEG’s rule 11 motion for sanctions.

Affirmed.

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