731 N.W.2d 836 (Minn.App. 2007), A06-959, Leiendecker v. Asian Women United of Minnesota

Docket Nº:A06-959.
Citation:731 N.W.2d 836
Opinion Judge:OPINION DIETZEN, Judge.
Party Name:Sinuon LEIENDECKER, Appellant, v. ASIAN WOMEN UNITED OF MINNESOTA, et al., Respondents.
Attorney:Stephen L. Smith, Carrie A. Doom, The Law Firm of Stephen L. Smith, PLLC, Minneapolis, MN, for appellant., Britton D. Weimer, Blackwell Igbanugo, P.A., Minneapolis, MN, for respondents.
Case Date:May 22, 2007
Court:Court of Appeals of Minnesota
 
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731 N.W.2d 836 (Minn.App. 2007)

Sinuon LEIENDECKER, Appellant,

v.

ASIAN WOMEN UNITED OF MINNESOTA, et al., Respondents.

No. A06-959.

Court of Appeals of Minnesota

May 22, 2007

Review Denied Aug. 7, 2007.

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[Copyrighted Material Omitted]

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Syllabus by the Court

Because a tort claim is not a compulsory counterclaim under Minn. R. Civ. P. 13.01, a party's failure to assert a tort claim in a prior non-tort action does not preclude that party from asserting such a claim in a subsequent action involving the same parties.

Stephen L. Smith, Carrie A. Doom, The Law Firm of Stephen L. Smith, PLLC, Minneapolis, MN, for appellant.

Britton D. Weimer, Blackwell Igbanugo, P.A., Minneapolis, MN, for respondents.

Considered and decided by DIETZEN, Presiding Judge; RANDALL, Judge; and HUDSON, Judge.

OPINION

DIETZEN, Judge.

Appellant challenges a district court judgment dismissing her complaint against respondents. Appellant argues that the district court erred by concluding that the tort claims alleged in her complaint were barred because she failed to assert them as counterclaims in a prior lawsuit involving the same parties. Appellant also argues that the district court erred by concluding that her non-tort claims were barred because they were ripe when she answered respondents' third party complaint. We reverse and remand.

FACTS

Respondent Asian Women United of Minnesota ("AWUM") is a nonprofit corporation established in 1994. AWUM is committed to ending violence against Asian women and children, empowering Asian women and girls, and building stronger and safer communities. Appellant Sinuon Leiendecker was AWUM's executive director from 1999 until she was terminated in February 2004.

During her tenure as executive director, Leiendecker raised concerns with AWUM's board of directors that it was operating in violation of its bylaws. In November 2003, Leiendecker learned that the board of directors, which included respondents Sushila Shah ("Shah") and Quoc-Bao Do ("Bao Do") and five other individuals ("old board"), passed a resolution to terminate Leiendecker's employment. Despite the resolution, however, the board continued to recognize appellant as its executive director.

A few weeks later, without notifying the old board, Leiendecker gathered some outside individuals not affiliated with AWUM to form a new board of directors ("new board"). The new board's first action was to attempt to remove the members of the old board.

In December 2003, the old board sent a letter to the Minnesota Department of Commerce, the Minnesota Attorney General, and others, alleging that Leiendecker had engaged in "serious mismanagement of agency funds and questionable conduct."

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The new board subsequently filed a complaint against the old board for declaratory and equitable relief, contending that the old board had been operating illegally and had improperly discharged Leiendecker. The complaint sought a declaration that the old board was not validly elected and was not, therefore, entitled to act on behalf of the corporation. It also sought a declaration that the new board was properly created and that Leiendecker was validly elected. The old board, in turn, filed an answer and third-party complaint seeking declarations that (1) the new board acted improperly, (2) the new board was not validly elected, and (3) the old board was the only valid AWUM board.

Following a hearing, the district court issued findings of fact, conclusions of law, and an order for judgment declaring the old board to be the proper governing body, excluding Shah and Bao Do from the board, and invalidating the resolution to terminate Leiendecker. Within an hour of receiving the order, AWUM summarily terminated Leiendecker's employment.

Leiendecker then filed a motion to dismiss all claims against her. In August 2005, the district court granted her motion.

Later in August 2005, Leiendecker filed the present action, alleging defamation, breach of contract, tortious interference with contract, violation of the Nonprofit Corporation Act, and wrongful termination in violation of the Minnesota Whistleblower Act. AWUM moved for dismissal, and Leiendecker moved for partial summary judgment on her defamation claim. Following the hearing, the district court granted AWUM's motion and dismissed the complaint. This appeal follows.

ISSUES

I. Were the tort claims alleged in Leiendecker's complaint compulsory counterclaims within the meaning of Minn. R. Civ. P. 13.01?

II. Were the non-tort claims alleged in Leiendecker's complaint barred by rule 13.01 because they were ripe when she answered respondents'...

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