Save Our Creeks v. City of Brooklyn Park

• Decision Date: 06 July 2004
• Docket Number: No. A03-1794.,A03-1794.
• Citation: 682 N.W.2d 639
• Parties: SAVE OUR CREEKS, Respondent, v. CITY OF BROOKLYN PARK, Appellant.
• Court: Minnesota Court of Appeals

682 N.W.2d 639

SAVE OUR CREEKS, Respondent, v. CITY OF BROOKLYN PARK, Appellant.

No. A03-1794.

Court of Appeals of Minnesota.

July 6, 2004.

Richard Brian Bates, St. Paul, MN, for respondent.

George C. Hoff, Justin L. Templin, Hoff, Barry & Kuderer, P.A., Eden Prairie, MN, for appellant.

Considered and decided by SCHUMACHER, Presiding Judge; LANSING, Judge; and STONEBURNER, Judge.

OPINION

LANSING, Judge.

The City of Brooklyn Park appeals from an order denying its motion to dismiss respondent corporation Save Our Creeks's (SOC) declaratory-judgment action. The city argues that the district court erred in concluding that a complaint signed by a nonlawyer on behalf of SOC, in derogation of the rule that a corporation must be represented by counsel in a legal proceeding, could be amended to add an attorney's signature. The city also argues that the district court erred in allowing the amendment to relate back to the original pleading to forestall the running of the statute of limitations. Because we conclude that the amendment and the relation back were proper, we affirm.

FACTS

On August 7, 2003, respondent Save Our Creeks, a Minnesota corporation, brought a timely declaratory-judgment action against appellant City of Brooklyn Park, challenging the denial of its petition for an environmental-impact statement. The complaint clearly set forth the nature of SOC's claims against the city. It was signed by William Barton, a corporate officer who was not an attorney.

On August 21, after the thirty-day statutory period for seeking review of the city's decision had expired, the city brought a motion to dismiss, claiming that the complaint was null and that the omission of an attorney's signature was a noncurable jurisdictional defect. On September 5, attorney Brian Bates filed a notice of appearance on behalf of the corporation. On September 22, at the hearing on the city's motion to dismiss, Bates signed the complaint.

The district court treated the motion to dismiss as one for summary judgment and denied it. The court allowed SOC to amend the complaint, reasoning that the lack of an attorney's signature was not fatal under Minn. R. Civ. P. 11 and that SOC had acted promptly to correct the error after becoming aware of it. The court also allowed the amendment to relate back to the original pleading to forestall the running of the statute of limitations. Pursuant to Minn. R. Civ.App. P. 103.03(i), the court then certified to this court the question whether a complaint signed by a nonlawyer on behalf of a corporation is null.

ISSUES

I. Did the district court err in allowing SOC to amend its complaint, after the statutory period for seeking review of the city's decision had expired, to cure an initial failure to have an attorney sign the complaint on behalf of the corporation?

II. Did the district court err in allowing the amended complaint to relate back to the original pleading?

ANALYSIS

When certified questions arise from a denial of summary judgment, we review the record to determine whether genuine issues of material fact remain for trial and whether the district court erred in applying the law. Employers Mut. Cas. Co. v. A.C.C.T., Inc., 580 N.W.2d 490, 493 (Minn. 1998). Absent genuine issues of material fact, we review certified questions de novo. Id.

I

The city first argues that because SOC's complaint was signed by a nonlawyer in derogation of the rule that a corporation must be represented by counsel in a legal proceeding, the complaint is null and the district court lacks jurisdiction to consider a motion to amend. The city's claim raises a question of first impression under Minnesota law.

Minnesota follows the common law rule that a corporation must be represented by an attorney in legal proceedings. Nicollet Restoration, Inc. v. Turnham, 486 N.W.2d 753, 754 (Minn.1992). The rule is intended to protect the public from ineptitude and delay, id. at 754-55, and "to preserve the corporation as a legal entity separate from its shareholders," Hawkeye Bank & Trust, Nat'l Ass'n v. Baugh, 463 N.W.2d 22, 24 (Iowa 1990).

While courts unanimously agree that a corporation must be represented by counsel in a legal proceeding, they disagree on the effect that the lack of representation has on actions taken by nonlawyers on behalf of the corporation. Some courts have concluded that such actions are a nullity and warrant dismissal or the entry of a default judgment against the corporation. See, e.g., Midwest Home Sav. & Loan Ass'n v. Ridgewood, Inc., 123 Ill. App.3d 1001, 79 Ill.Dec. 355, 463 N.E.2d 909, 912 (1984)

(notice of appeal filed on behalf of corporation by person not entitled to practice law held to be a nullity); Daytona Migi Corp. v. Daytona Auto. Fiberglass, Inc., 417 So.2d 272, 274 (Fla.Dist. Ct.App.1982) (notice of appeal filed by corporate officer on behalf of corporation held to be a nullity).

When the improper representation is of a limited nature, is promptly cured, and does not substantially prejudice the opposing party, however, other courts have concluded that actions by nonlawyers on behalf of a corporation should be treated as merely defective and subject to amendment. See, e.g., Operating Eng'rs Local 139 Health Benefit Fund v. Rawson Plumbing, Inc., 130 F.Supp.2d 1022, 1024 (E.D.Wis.2001)

(failure of corporation to have attorney sign answer did not warrant entry of default judgment); Boydston v. Strole Dev. Co., 193 Ariz. 47, 969 P.2d 653, 656 (1998) (notice of appeal filed by nonlawyer on behalf of corporation not automatically null, and corporation should be given reasonable time to cure defect); Hawkeye Bank, 463 N.W.2d at 26 (district court abused discretion by denying continuance to allow corporation to obtain counsel); Szteinbaum v. Kaes Inversiones y Valores, C.A., 476 So.2d 247, 252 (Fla.Dist. Ct.App.1985) (complaint filed by nonlawyer on behalf of corporation not a nullity). These courts have liberally construed the rules of civil procedure and have emphasized substance over form to advance the policy favoring resolution of cases on the merits. See, e.g., K.M.A., Inc. v. Gen. Motors Acceptance Corp., 652 F.2d 398, 399 (5th Cir.1981); Operating Eng'rs,

130 F.Supp.2d at 1024; Szteinbaum, 476 So.2d at 252.

For several reasons, we conclude that the lack of an attorney's signature on a complaint filed on behalf of a corporation does not render the complaint null or require dismissal. First, contrary to the city's claim, the requirement that a corporation be represented by counsel in legal proceedings is not jurisdictional. The Supreme Court has recently cautioned against the misuse of the word "jurisdictional." Kontrick v. Ryan, ___ U.S. ___, ___, 124 S.Ct. 906, 915, 157 L.Ed.2d 867 (2004); see also Bode v. Minn. Dep't of Natural Res., 594 N.W.2d 257, 259 (Minn. App.1999)

(similarly cautioning against misuse of term "jurisdictional"), aff'd, 612 N.W.2d 862 (Minn.2000). In Kontrick, the Court noted that "[c]ourts, including this Court ... have more than occasionally [mis]used the term `jurisdictional.' ... Clarity would be facilitated if courts and litigants used the label `jurisdictional' ... only for prescriptions delineating the classes of cases (subject-matter jurisdiction) and the persons (personal jurisdiction) falling within a court's adjudicatory authority." Kontrick, 124 S.Ct. at 915 (citation, some internal quotation marks, and brackets omitted); see also Boydston, 969 P.2d at 656 (stating that notice of appeal filed by nonlawyer on corporation's behalf does not necessarily deprive court of jurisdiction to consider motion to amend and cautioning "against the use of the word `jurisdiction' beyond its core meaning"). Because the common law rule requiring that a corporation be represented by counsel in legal proceedings does not describe the classes of cases or persons within the district court's adjudicatory authority, the rule is not "jurisdictional."

Under Minnesota law, a civil action is generally commenced when personal service is made upon a defendant as prescribed by law. See Doerr v. Warner, 247 Minn. 98, 76 N.W.2d 505, 511 (1956)

(holding that failure to join an indispensable party is not a jurisdictional defect). The court acquires jurisdiction—even though an amendment might be necessary to correct a defect—if the summons fully informs the defendant of the nature of the claims. Nelson v. Glenwood Hills Hosps., 240 Minn. 505, 513, 62 N.W.2d 73, 78 (1953). Because the requirement that a corporation be represented by counsel in all legal proceedings does not serve an essential notice-pleading function, the omission of an attorney's signature from a complaint filed on behalf of a corporation is not fatal when the complaint leaves no genuine doubt about the nature of the corporation's claims.

Our view that the lack of an attorney's signature is a curable, non-jurisdictional defect is consistent with recent Supreme Court rulings. In Becker v. Montgomery, for example, the Supreme Court held that a pro se litigant's failure to hand sign a timely filed notice of appeal, as required by Fed R. Civ. P. 11(a), was a non-jurisdictional, and therefore curable, defect. 532 U.S. 757, 765, 121 S.Ct. 1801, 1806-07, 149 L.Ed.2d 983 (2001). The Court allowed relation back of the late signature to the timely filed notice of appeal, reasoning that "imperfections in noticing an appeal should not be fatal where no doubt exists about who is appealing, from what judgment, to which appellate court." Id. at 767-68, 121 S.Ct. at 1808.

Similarly, in Edelman v. Lynchburg College, the Court upheld an Equal Employment Opportunity Commission (EEOC) regulation that allowed amendment of an employment-discrimination charge, timely filed with the EEOC, to add, after the filing deadline had passed, the statutorily required, but initially absent, verification. 535 U.S. 106, 116, 122 S.Ct. 1145, 1151, 152 L.Ed.2d 188 (2002). The Court reasoned that Title VII was in line with "a long history of...