Olson v. SYNERGISTIC TECHNOLOGIES SYSTEMS

• Decision Date: 28 June 2001
• Docket Number: No. C8-99-776., No. C0-99-769
• Parties: Judith M. OLSON, Petitioner, Appellant, v. SYNERGISTIC TECHNOLOGIES BUSINESS SYSTEMS, INC., et al., Respondents.
• Court: Minnesota Supreme Court

628 N.W.2d 142

Judith M. OLSON, Petitioner, Appellant, v. SYNERGISTIC TECHNOLOGIES BUSINESS SYSTEMS, INC., et al., Respondents.

Nos. C0-99-769, C8-99-776.

Supreme Court of Minnesota.

June 28, 2001.

Lawrence P. Schaefer, Lisa C. Stratton, Sprenger & Lang, PLLC, Minneapolis, Paul C. Sprenger, Michael Lieder, Sprenger & Lang, PLLC, Washington, D.C., for appellant.

Richard G. Morgan, David S. Miller, Jennifer K. Huelskoetter, Bowman and Brooke, LLP, Minneapolis, for respondents.

Douglas A. Hedin, Elizabeth A. Glidden, Hedin & Goldberg, P.A., Minneapolis, for amicus curiae Minn. Chapter Natl. Employment Lawyers Ass'n.

Heard, considered, and decided by the court en banc.

OPINION

ANDERSON, PAUL H., Justice.

This case requires us to determine the narrow issues of whether Minn. Const. art. I, § 4 guarantees appellant Judith M. Olson the right to a jury trial on her cause of action based on "promissory estoppel" and whether Minn. R. Civ. P. 38.01 entitles her to a jury trial because she sought a monetary remedy. Olson sued Synergistic Technologies Business Systems, Inc. ("Syntech"), PowerCerv Corporation, and Thomas J. Cameron, asserting 12 different counts, to enforce Cameron's alleged promise to give her an ownership interest in Syntech. Cameron was Syntech's founder and sole shareholder until he sold Syntech to PowerCerv. Before trial, the district court dismissed all counts except the two based on "promissory estoppel" and "equitable estoppel." Olson sought a jury trial on these two remaining counts, but the court denied her request on grounds that both counts were equitable in nature.

After hearing the evidence, the district court found that Olson failed to prove any element of either estoppel count, but the court invoked its equitable powers to award Olson a $60,000 judgment. Olson appealed the grant of partial summary judgment and the denial of her motion for a new trial. The court of appeals affirmed the district court on the two estoppel counts, but reversed the district court's $60,000 judgment. Olson then petitioned this court for review, arguing that she was entitled to a jury trial under the Minnesota Constitution and Minn. R. Civ. P. 38.01. We affirm the court of appeals.

Judith Olson and Thomas Cameron met in 1972. At that time, Cameron was a student at Robbinsdale Armstrong High School, and Olson, who worked at Control Data Corporation as a programmer analyst, was a volunteer math tutor at that school. The two shared a common interest in computers, visited frequently, developed a friendship, and later became intimately involved. After Olson divorced her husband, Cameron began living with Olson at her home.

Cameron founded Syntech in 1983 with $1,000 of his own money. At the time, Cameron was working full-time at an accounting firm designing and installing computer systems. Olson was still working full-time at Control Data. Cameron operated Syntech as a sole proprietorship and worked out of the basement of Olson's home. Syntech offered programming services and custom software applications for businesses. Cameron did not draw a salary from Syntech; instead, he invested the company's earnings by purchasing additional computer equipment and other business necessities. During this time, he kept the business' cash flow going by taking on computer consulting jobs.

Cameron continued to operate Syntech out of Olson's basement throughout 1983. In 1984, Cameron incorporated Syntech and became its only shareholder. Olson specifically chose to not be involved in the incorporation in order to protect her individual financial assets. At that time, she had no role as an incorporator, shareholder, officer, or employee of Syntech. Between 1984 and 1989, Olson made several loans to Syntech. All loans were repaid. During this time, Olson also made two personal loans to Cameron, and these loans were repaid.

In 1985, Cameron and Olson jointly purchased a home in Plymouth. Cameron transferred Syntech's operations to the basement of the new home, and he paid one-half of the new mortgage payments. In October 1986, Control Data laid off Olson. During this time, Olson—who was concerned that the couple's only source of income was Syntech—began managing Cameron's personal financial affairs. Olson also began to voice opinions and concerns about the financial and administrative "functions" at Syntech. Cameron permitted Olson to become more involved in these functions. At this time, Olson worked without pay and was actively, but unsuccessfully, seeking other employment. At some point thereafter, Olson prepared materials for one of Syntech's investor relations presentations, indicating that Olson was part of Syntech's management team. Olson also created marketing materials that listed her as Syntech's Chief Financial Officer and Director of Operations. Olson testified that she performed "financial, consulting and legal" services for Syntech.

On April 1, 1989, Cameron ended his personal relationship with Olson and began an intimate relationship with another woman. In mid-April, Cameron placed Olson on Syntech's payroll at an annual salary of $60,000, an amount comparable to Cameron's base salary. Cameron testified that when Olson went on Syntech's payroll, there were no discussions about back-pay or an ownership interest in Syntech. Shortly thereafter, Olson assumed the title of Chief Operating Officer even though Cameron testified that he did not give her this title. Cameron continued to live in the Plymouth home until he moved out just after becoming engaged to the other woman in the fall of 1989. Cameron continued to pay Olson for one-half the mortgage, and he did not move Syntech's operations out of the Plymouth home until December 1990.

On November 13, 1989, Olson prepared a handwritten note to herself in which she listed as topics: stock in company, $250,000 life insurance policy, house payment assistance, and one-half of boat charter business. Olson did not give this note to Cameron, but Cameron testified that he remembered that Olson started discussing those topics shortly after he ended their intimate relationship. Cameron testified that during June 1991, he transferred his ownership interest in the Plymouth home to Olson, which interest Cameron estimated at approximately $30,000 to $40,000. In addition, he transferred his interest in their sailboat charter business to Olson,¹ but he did not transfer a $250,000 insurance policy on his life. He also testified that he did not remember Olson asking for stock in Syntech at that time.

Olson's involvement with Syntech ended in December 1994. On December 5, 1994, Cameron gave Olson a letter in which he stated that she had overstepped her authority, it was becoming more and more difficult to work with her, and she was becoming abrasive with the other employees. Cameron then placed Olson on a 21 day leave of absence. She did not return to work for Syntech, and Cameron formally terminated her employment on January 9, 1995. Cameron testified that at the time he placed Olson on leave, he knew that she believed she deserved an ownership interest in Syntech because, beginning in 1993, Olson repeatedly demanded 50 percent of Syntech's stock. Cameron refused each demand, and at trial he denied promising Olson any ownership interest in Syntech.

In February 1995, PowerCerv expressed an interest in purchasing Syntech's assets. On November 1, 1995, Cameron sold Syntech's assets to PowerCerv. As a result of the sale, Cameron received $2.25 million in cash and 230,000 shares of PowerCerv common stock then valued at $4 per share.

Olson initiated her action against Cameron, Syntech, and PowerCerv on November 22, 1995. Olson's amended complaint consisted of 12 separate counts, which included Count III: Promissory estoppel, and Count IV: Estoppel/unjust enrichment. With respect to these two counts, Olson sought "enforcement of [Cameron's alleged] promises" by way of a "fair share of the value accrued to [Cameron through the sale of Syntech] as a result of her contributions." On January 29, 1998, Cameron filed a motion for summary judgment with respect to all 12 counts, and on March 25, 1998, the district court granted the motion with respect to all counts except the counts for promissory and equitable estoppel.² Under these two surviving counts, Olson sought "her fair share of the value accrued to [the] defendants as a result of her contributions."

On March 30, 1998, a bench trial began on the two remaining counts and lasted 12 nonconsecutive days until April 23, 1998. The parties submitted supplemental material to the court until a June 12 deadline, and on September 8, 1998, the court issued findings of fact and an order for judgment, concluding that Olson failed to prove any element of her estoppel counts. However, the court awarded Olson a $60,000 judgment after concluding that if she had not been fired, she would have been entitled to the same "deal" as other employees of her level, which for Olson was a one-year employment contract with PowerCerv at a $60,000 salary. Final judgment was entered on April 20, 1999, and Olson's subsequent motion for a new trial was denied.

Olson appealed the order granting partial summary judgment, the denial of her motion for a new trial, and the final judgment. Olson argued that the district court erred in denying her the right to a jury trial on her estoppel counts, erroneously applied the statute of limitations to the estoppel counts, and misapplied the law with respect to Olson's constructive trust and tortious interference counts. The court of appeals affirmed the district court in part, but held that the facts did not support the court's grant of a $60,000 judgment because Olson was an at-will employee and because the award was inconsistent with the district court's prior rulings. On appeal to our court, Olson argues that under the Minnesota Constitution and Minn. R. Civ. P. 38.01, she is entitled to a jury trial on her counts based...