Opinion
A20-0712
02-26-2021
Sayid Isse, Appellant, v. Amal Financial Inc., Respondent.
ORDER OPINION
Hennepin County District Court
File No. 27-CV-18-16704 Considered and decided by Ross, Presiding Judge; Smith, Tracy M., Judge; and Rodenberg, Judge.
Retired judge of the Minnesota Court of Appeals, serving by appointment pursuant to Minn. Const. art. VI, § 10.
BASED ON THE FILE, RECORD, AND PROCEEDINGS, AND BECAUSE:
1. In October 2018, appellant Sayid Isse, acting pro se, filed a complaint alleging that he had been approached by an agent of respondent Amal Financial, Inc., a company in the business of transferring money to people in other countries.
2. Appellant bases his legal claims on the following factual allegations: (a) the agent proposed that appellant invest money in exchange for a return of the principal plus 2.5% per month "from receipt of the first check"; (b) appellant agreed and paid approximately $57,000 to respondent; their "agreement was signed and was to begin in 2009"; (c) the "[a]greement was allegedly renegotiated to begin payment in 2014 and the interest would be paid quarterly"; (d) when appellant began contacting respondent after the due date in 2014, he was assured that payments would be made; (e) no payment was made in 2014; (f) appellant again demanded payment and attempted mediation in 2015; and (g) appellant never received payment.
3. Appellant's complaint alleges breach of contract, negligence, conversion, unjust enrichment, and civil theft, and he sought a judgment for $69,825. No copy of the alleged "signed" agreement, or any written agreement, has ever been produced by either party. The unjust-enrichment count referenced money appellant claims he is owed for "the sale of 22 autos." Nothing in that count asserts that appellant's investment of money with respondent unjustly enriched respondent.
4. Despite retaining counsel before the dispositive motions discussed below, appellant did not amend his complaint either to withdraw or modify the allegation of a "signed" agreement on which most of his claims are based or to explain "the sale of 22 autos" on which the unjust-enrichment claim is based. We note that the meager and confused record must have impeded the work of the district court as it impedes ours.
5. In November 2019, respondent moved for summary judgment, raising issues of forum non conveniens, expiration of the period of limitations, failure to establish damages, statute of frauds, and seeking dismissal of the unjust-enrichment count for want of any evidence concerning motor-vehicle sales.
6. In January 2020, appellant filed a "sworn declaration" in support of his opposition to the summary-judgment motion, asserting that he "did not need the money" after making his investments; that he told respondent that it did not need to make payments; that he did need money in 2014 and asked respondent for interest payments; that payments were not forthcoming; that he then began "demanding all of [his] money be returned"; and that he never received any of it.
7. Attached to the declaration were: (a) a September 2008 check register entry for $17,000 from appellant payable to respondent, for which no corresponding cancelled check appears in the record; (b) a January 2009 check for $10,000 from appellant payable to respondent; (c) two June 2009 checks, each for $10,000, from Yahye, Inc. (Yahye), a company wholly owned by appellant, payable to respondent's agent; and (d) an August 2010 check for $9,900 from appellant payable to respondent.
8. The district court noted in its memorandum that, prior to the hearing on the summary-judgment motion, appellant "[did] not oppose dismissal of his claims of [n]egligence, [c]onversion and [c]ivil [t]heft" and therefore "the only remaining claims against respondent [were] [b]reach of [c]ontract and [u]njust [e]nrichment."
9. At the hearing, both parties were represented by counsel. Because all of the relevant events had occurred in Chicago, they agreed that Illinois law governs this dispute.
10. The district court granted respondent's motion and dismissed appellant's complaint with prejudice, reasoning that the Illinois statute of limitations barred appellant's claims; appellant could not establish more than $17,000 in damages because some checks were paid from Yahye's account, not appellant's account; two checks were written to respondent's agent and not to respondent; and the unjust-enrichment claim was limited to the automobile-sale complaint, concerning which appellant had produced no evidence at all.
The district court also concluded that respondent's forum non conveniens argument was untimely. Respondent does not challenge this conclusion.
11. On appeal from summary judgment, "we review de novo whether there are any genuine issues of material fact and whether the district court erred in its application of the law." STAR Ctrs., Inc. v. Faegre & Benson, L.L.P., 644 N.W.2d 72, 76 (Minn. 2002).
12. We agree with the district court that no genuine issue of material fact impedes the summary judgment dismissing appellant's unjust-enrichment claim. The record contains no evidence sufficient to raise a fact issue (and contains no evidence at all) concerning any sale of motor vehicles that unjustly enriched appellant.
We note, as did the district court, that unjust enrichment was not pleaded in the complaint as an alternative to appellant's breach-of-contract claims. Instead, that count was apparently based on a completely separate set of facts concerning motor-vehicle sales. And the record contains no evidence concerning any such motor-vehicle sales.
13. But at least four genuine issues of material fact preclude summary judgment on the statute-of-limitations issue. First, although the complaint refers to a "signed" agreement—implying the existence of a written agreement—no such agreement appears in the record. Appellant argues on appeal that the parties' agreement was not a formal contract, but that the documents in the record are instead written evidence of a more detailed agreement. Viewing the evidence in the light most favorable to appellant as the non-moving party, and in light of the parties' disagreement about the significance of the checks and the check register produced by appellant, there remain unresolved fact issues concerning what agreement, if any, the parties had. That being so, it cannot be said that the action is barred as a matter of law by the statute of limitations.
14. Second, if the parties had an oral agreement, the terms of that agreement as to when the principal was to be repaid, when the interest was to be paid, and when and how appellant could demand payment, remain unresolved fact issues not susceptible of resolution under rule 56.
The district court assumed the existence of an oral agreement and did not address respondent's statute-of-frauds issue. If it is determined that there was an oral agreement, the statute-of-frauds issue would need to be addressed by the district court before we could address it. See Thiele v. Stich, 425 N.W.2d 580, 582 (Minn. 1988) (holding that a reviewing court generally considers only issues that were presented to and considered by the district court). --------
15. Third, the word "investment" in the memorandum area on some of the checks implies a purchase of equity in respondent's business, but the meaning of the notation of an "investment" remains a fact issue for resolution.
16. Fourth, the record is not clear as to whether respondent owed money under a demand note and, if so, when, if, and how demand for payment was to be made. This information is requisite to any resolution of the statute-of-limitations issue. The dismal state of the pleadings and the record constrains us to reverse the summary judgment dismissing appellant's complaint on the breach-of-contract claim and remand for factual findings.
17. We also reverse and remand that alternative portion of the summary judgment concerning damages, which the district court concluded were limited to no more than $17,000.00. Appellant claims to own the entirety of Yahye and that payments by Yahye were appellant's personal funds. Viewing the record in the light most favorable to appellant, as we must, there remain unresolved genuine issues of material fact concerning whether appellant was personally damaged as a result of the payments made from Yahye's account.
IT IS HEREBY ORDERED:
1. The district court's order is affirmed in part, reversed in part, and remanded.
2. Pursuant to Minn. R. Civ. App. P. 136.01, subd. 1(c), this order opinion is nonprecedential, except as law of the case, res judicata, or collateral estoppel.
Dated: February 26, 2021
BY THE COURT
/s/_________
Judge John Rodenberg