Oldfield v. Drake Enters.

• Court: U.S. District Court — District of Minnesota
• Writing for the Court: ERIC C. TOSTRUD UNITED STATES DISTRICT COURT
• Docket Number: 25-cv-2774 (ECT/DLM)
• Decision Date: 22 December 2025
• Citation: Oldfield v. Drake Enters., 25-cv-2774 (ECT/DLM) (D. Minn. Dec 22, 2025)
• Parties: Mark Oldfield and Patricia Oldfield, Individually and Derivatively on Behalf of Zeus Electric Chassis, Inc., Plaintiffs, v. Drake Enterprises, Ltd., and Jamie Stiles, Defendants.

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Mark Oldfield and Patricia Oldfield, Individually and Derivatively on Behalf of Zeus Electric Chassis, Inc., Plaintiffs, v. Drake Enterprises, Ltd., and Jamie Stiles, Defendants.

No. 25-cv-2774 (ECT/DLM)

United States District Court, D. Minnesota

December 22, 2025

Joseph J. Cassioppi and Maliya Gabrielle Rattliffe, Fredrikson &amp Byron, P.A., Minneapolis, MN, for Plaintiffs Mark Oldfield and Patricia Oldfield.

Leah Natalie Kippola-Friske, Amy J. Swedberg, and Annika Cushnyr Misurya, Maslon LLP, Minneapolis, MN, for Defendants Drake Enterprises, Ltd. and Jamie Stiles.

OPINION AND ORDER

ERIC C. TOSTRUD UNITED STATES DISTRICT COURT

Plaintiffs Mark and Patricia Oldfield were shareholders and creditors of a company called Zeus Electric Chassis, Inc. In this diversity case, the Oldfields claim that another Zeus shareholder and creditor, Defendant Drake Enterprises, Ltd. and Drake's Chief Executive Officer and President Defendant Jamie Stiles, acted unlawfully to damage Zeus and the Oldfields' financial interests in Zeus. The Oldfields assert claims on their own behalf, and they assert claims derivatively on Zeus's behalf. The core contention is that Drake breached fiduciary duties it owed to Zeus and the Oldfields.

Drake and Stiles seek the case's dismissal. Stiles's front-line position is that he is not subject to personal jurisdiction in Minnesota. He seeks dismissal on this ground under Federal Rule of Civil Procedure 12(b)(2). Drake's position is that the Oldfields' claims fail on their merits and are dismissal-worthy under Rule 12(b)(6). Stiles and Drake are right on both fronts. The Complaint's allegations and record evidence, construed in a light most favorable to the Oldfields, do not show that Stiles had or maintained contacts with Minnesota sufficient to warrant the exercise of personal jurisdiction over him in this District. And the Complaint does not allege facts plausibly showing that Drake owed a fiduciary duty to Zeus or the Oldfields, or that Drake acted unlawfully in any other way.

I^[1]

Zeus is incorporated under Delaware law and maintains its principal place of business in White Bear Lake, Minnesota. Compl. [ECF No. 1] ¶ 4.^[2] It develops “mediumduty chassis-cab electric vehicle platforms.” Id. ¶ 9. Though Zeus was founded in 2018 id., it “remains in a product development stage and relies solely on outside debt and equity financing to fund that development and pay its other expenses,” id. ¶ 13.

Prior to the events that prompted them to bring this case, the Oldfields were Zeus shareholders and creditors, and Mark Oldfield served on Zeus's Board of Directors. Id. ¶ 10. “In 2021, the Oldfields invested $1,145,366 in Zeus in exchange for 266,427 shares of common stock and 572,683 Series A Preferred Shares.” Id. ¶ 14. “In 2022, the Oldfields invested $1,094,684 in Zeus in exchange for 273,671 in [sic] Series A Preferred Shares.” Id. ¶ 15. All told, the Oldfields owned 9.34% of the company. ECF No. 10-1 at 58.^[3]Separately, “the Oldfields made more than $1.1 million in secured loans to Zeus, via two separate promissory notes.” Compl. ¶ 16. Zeus made no payments on these loans. See Id. ¶ 18.

Like the Oldfields, Drake was a Zeus shareholder and creditor. It owned 9.95% of the company. ECF No. 10-1 at 58. And through a series of loans totaling $4.85 million, see ECF No. 10-1 at 119, 121, 133, 135, 147, 149, 176, 178, 191, 193, 205, 207, 219, 22021,233, 234-35, 247, 249,^[4] it held first-priority liens on Zeus's assets, ECF No. 10-1 at 3.^[5]

In July 2024, Zeus identified a potential funding or investment source-Tingyu Tech. Compl. ¶ 21. Tingyu is “a Chinese-controlled company.” Id. Individuals associated with Zeus and Tingyu met, though the Complaint does not say when or where. See Id. ¶¶ 21-23. Stiles and a Zeus Board member named Steve Snyder attended the meeting. Id. ¶ 23. “[D]uring the meeting, Drake, Stiles, Snyder, and Tingyu decided that, prior to Tingyu providing funding to Zeus, the parties would attempt to wipe-out the interests of all other investors and lenders of the company,” including the Oldfields' interests as Zeus shareholders and creditors. Id. ¶ 24.

In January 2025, after Zeus defaulted on the Drake promissory notes, ECF No. 10-1 at 3 (describing Zeus's default as “undisputed”), Drake filed a breach-of-contract suit against Zeus in Ramsey County District Court, id. Drake sought appointment of “a general receiver for the purposes of operating, liquidating and selling Zeus's assets . . . and distributing the proceeds.” Id.; see Compl. ¶ 25.

Drake brought the case and sought a receivership to accomplish the goal it shared with Tingyu “of wiping out all other” Zeus investors and creditors. Compl. ¶ 25. “After receivership proceedings were initiated, Tingyu agreed to an investment deal with Drake, where Drake would contribute $4.9 million and Tingyu would contribute $5.1 million, thereby establishing a new company with a 51%-49% ownership split.” Id. ¶ 26.

“During the receivership proceedings, Drake and Stiles did not act with the intention of maximizing Zeus'[s] value.” Id. ¶ 28. Stiles fired “key” Zeus officers, one of whom was responsible for securing investor funding. Id. ¶¶ 28-29. And Drake and Stiles's prioritization of their Tingyu business plan caused Zeus to miss out on a more-than-$20 million chassis-cab purchase order from a California-based truck-equipment business called One Stop Truck & Equipment and to pass on a $15 million investment from an Ireland-based entity called Wingmen Limited. Id. ¶¶ 30-33.

On May 29, 2025, the Ramsey County District Court entered an order approving the sale of Zeus's assets to Drake. Id. ¶ 34; see ECF No. 10-1 at 2. In a memorandum accompanying the order, Ramsey County District Judge Laura Nelson described the factual and procedural background of the receivership proceedings. ECF No. 10-1 at 3-5. Judge Nelson explained it was “undisputed Drake [held] a first-priority security interest in” Zeus's assets and that Zeus owed Drake “over $6 million.” Id. at 3. She also noted it was “undisputed the Oldfields [held] a second-priority security interest” in Zeus's assets. Id. at 4.

Judge Nelson described the receiver's bidding process. She explained the receiver “attempted to solicit bids from 298 parties,” but received qualifying bids from only Drake and 6IXTY Holdings Truck Group, LLC, and a non-qualifying bid from ZMD Acquisitions, LLC. Id. The receiver selected Drake's bid as the baseline bid, Judge Nelson explained, “because it exceeded the next highest qualified bid by more than $5 million and contained only minor revisions to the Form [Asset Purchase Agreement] the Receiver had proposed.” Id. After being informed of the baseline-bid amount, 6IXTY withdrew its bid, leaving Drake as the only qualified bidder. Id. Though ZMD attempted to raise its bid before the scheduled auction, this bid was “unaccompanied by any evidence [ZMD] had readily available funds and the financial capability to close the transaction and consummate the purchase of” Zeus's assets, and the new bid “did not include enough cash to pay Drake's first-priority lien.” Id. at 5. The receiver thus “determined Drake's bid was still the only qualified bid at the time of the auction.” Id. Drake made a “credit bid in the amount of $6,193,719” at the auction. Id. No other party bid, meaning Drake's bid prevailed. Id. The receiver sought authorization to sell Zeus's assets to Drake “free and clear of liens and claims that may be asserted against Zeus and its assets.” Id.

The Oldfields objected to the proposed sale, along with Zeus's former CEO, David Stenson. Id. Judge Nelson rejected Stenson's objections because he was an “employee wage creditor,” his claim was “unsecured,” and the Oldfields' claim was “superior to Stenson's, [so] if the Receiver [met] its burden as to the Oldfields, it also [would] meet[] the burden as to Stenson.” Id. at 6. Judge Nelson rejected the Oldfields' objections on essentially four grounds: (1) No one “objected to the Receiver's characterization of Zeus's financial viability or the request for an expedited sale,” and because Zeus was “not projected to make any profit prior to 2026, there [was] no way for the Oldfields to realize a greater amount than the proposed sale within a reasonable time other than through a sale with a higher purchase price.” Id. at 7. (2) The potential Wingmen Limited investment was “not a binding contract” or “a concrete cash offer” resulting in a commitment to invest money in Zeus. Id. (3) The receiver “successfully demonstrated it [was] unlikely to receive a higher bid . . . within a reasonable time,” meaning the Oldfields were “unlikely to realize a greater amount within a reasonable time in the absence of the sale.” Id. at 8. (4) The Asset Purchase Agreement under which Zeus's assets would be transferred to Drake did not “release any claims the Oldfields may have against Drake.” Id. at 8-9. Judge Nelson's order approving the sale of Zeus's assets to Drake was not appealed. see Docket, Drake Enterprises, Ltd. v. Zeus Electric Chassis, Inc., No. 62-CV-25-411 (Minn. Dist. Ct.) (last visited Dec. 20, 2025).

Roughly two weeks after Judge Nelson issued her order, the Oldfields served Drake and Stiles with the Summons and Complaint in this case. see ECF No. 10-1 at 2; ECF No. 1 at 1 ¶ 1. The Oldfields assert six claims in this case. (1) Derivatively on Zeus's behalf, they claim Drake breached fiduciary duties it owed to Zeus. Compl. ¶¶ 36-42 (Count I). (2) Derivatively on Zeus's behalf, they claim Stiles aided and abetted Drake's breach of the fiduciary duties it owed to Zeus. Id. ¶¶ 43-50 (Count II). (3) Derivatively on Zeus's behalf, they claim Drake and Stiles tortiously interfered with Zeus's prospective business...