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United States District Court for the District of Minnesota
July 26, 2017, Decided; July 26, 2017, Filed
Civil No. 15-3233 (DWF/SER)
[*1030] MEMORANDUM OPINION AND ORDER
This matter is before the Court on a Motion for Summary Judgment brought by Plaintiff Metro Sales, Inc. ("MSI"). (Doc. No. 59.) Also before the Court is MSI's Motion to Exclude Expert Testimony. (Doc. No. 62.) Defendants Core Consulting Group, LLC ("Core") and Rodger Mohagen ("Mohagen") (collectively, "Defendants"), oppose the motions. (Doc. Nos. 72, 73.) For the reasons set forth below, the Court grants the motions, in part, consistent with this opinion. As outlined below, the following claims will proceed to trial: (1) Plaintiff's breach-of-fiduciary-duty [*1031] and declaratory judgment claims; and (2) Core's breach-of-contract and deceit counterclaims.
Jerry Mathwig ("Mathwig") is the founder and president of Metro Sales, Inc., a Minnesota corporation that provides and services office equipment. (Doc. No. 75 ("McNary Decl.") ¶ 3.bb, Ex. 28 ("Mathwig Dep.") at 21:20-22, [**2] 23:16-18, 28:15-23, 35:14-19.) This case relates to MSI's efforts to pursue an employee stock ownership plan ("ESOP")1 for the company in late 2014 through the spring of 2015 in consultation with Core Consulting Group, LLC.
I. The First Consulting Agreement
In an October 2, 2014 e-mail, Mathwig reached out to Core, a North Dakota company that provides professional ESOP services. (McNary Decl. ¶ 3.c, Ex. 3.) Mathwig sent the e-mail to Core's president, Rodger Mohagen, asking if he and his company would be interested in discussing a possible ESOP for a Minneapolis company. (Id.) Mohagen's response was positive, and the parties signed an initial Consulting Agreement (the "First Consulting Agreement") effective October 30, 2014 for Core to provide MSI with an ESOP "feasibility analysis." (Id.; Doc. No. 67 ("Vehrs Decl.") ¶ 2, Ex. 3 ("1st CA").) The First Consulting Agreement had the following purposes:
[T]o gather information related to the governance and operations of [MSI] necessary to allow [Core] to determine primary issues to be addressed in [MSI's] formation and ongoing sponsorship of an [ESOP] . . . and to present these issues to [MSI] in a form . . . which enables [MSI] to make informed [**3] decisions in forming and addressing ongoing administration of a[n] . . . ESOP.
Full case includes Shepard's, Headnotes, Legal Analytics from Lex Machina, and more.
275 F. Supp. 3d 1023 *; 2017 U.S. Dist. LEXIS 117058 **; 103 Fed. R. Evid. Serv. (Callaghan) 1343; 2017 WL 3190561
Metro Sales, Inc., Plaintiff, v. Core Consulting Group, LLC and Rodger Mohagen, Defendants.Core Consulting Group, LLC, Counter-Claimant, v. Metro Sales, Inc., Counter-Defendant.
Prior History: Metro Sales, Inc. v. Core Consulting Group, LLC, 2016 U.S. Dist. LEXIS 196825 (D. Minn., Feb. 26, 2016)
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