Meecorp Capital Markets, LLC v. Oliver, 776 F.3d 557

In 2004 Oliver (chief manager and part-owner of PSC Funding) sought a $1M loan from Meecorp for a Minnesota north-shore property; Meecorp conditioned funding on additional collateral.
Oliver provided a list of 14 properties with "Oliver values" purporting to represent his interests totaling >$1M; Gandolf Group (owned by Oliver/PSC) supplied related documents but not deeds.
Meecorp concluded Oliver lacked sufficient direct ownership; Oliver and Gandolf then arranged that Gandolf (through Oliver as representative) would pledge membership interests in several LLCs, and Meecorp made a $1.32M loan.
After default, Meecorp learned the properties were owned by undisclosed limited partnerships in which Gandolf LLCs held ~0.01% (limited partners held up to 99.99%) and partnership agreements barred pledging those economic interests without limited-partner consent.
Meecorp sued; district court granted summary judgment on note/guaranty claims and after a bench trial found Oliver, PSC Funding, and Gandolf liable for fraud; this appeal challenges the fraud judgment.

Issue	Plaintiff's Argument (Meecorp)	Defendant's Argument (Oliver/PSC)	Held
Whether Oliver’s "Oliver values" were actionable misrepresentations	Values represented present ownership/pledgeable interests; defendants failed to disclose true ownership structure	Values were opinions/projections about future value and thus not actionable	The list was actionable because it misrepresented present ownership/ability to pledge and omitted material present facts
Whether Meecorp justifiably relied on the misrepresentations	Meecorp relied on combined pledges (Oliver + Gandolf) and funded loan only after receiving them	Meecorp knew Oliver lacked direct ownership and performed independent valuation, so could not have relied	Reliance was reasonable because Meecorp’s independent valuation depended on defendants’ (false) ownership/pledge representations
Whether defendants acted with scienter	Misrepresentations and concealment of limited-partnership structure show intent or recklessness	Oliver testified he believed his representations were honest and not intended to mislead	Court found scienter evidenced by facts making Oliver’s claimed honest belief improbable
Whether misrepresentations proximately caused damages	Loss from inability to realize on pledged collateral was foreseeable from misrepresentations	Meecorp’s flawed independent evaluation broke the causal chain	Misrepresentations proximately caused foreseeable loss; independent evaluation did not sever causation

Gen. Elec. Capital Corp. v. Union Planters Bank, N.A., 409 F.3d 1049 (8th Cir. 2005) (choice-of-law and appellate-review context)
U.S. Bank N.A. v. Cold Spring Granite Co., 802 N.W.2d 363 (Minn. 2011) (elements of fraud under Minnesota law)
Vandeputte v. Soderholm, 216 N.W.2d 144 (Minn. 1974) (fraud elements)
Berg v. Xerxes-Southdale Office Bldg. Co., 290 N.W.2d 612 (Minn. 1980) (when projections can be actionable)
Spiess v. Brandt, 41 N.W.2d 561 (Minn. 1950) (limits on reliance where falsity is obvious)
Midland Nat’l Bank of Minneapolis v. Perranoski, 299 N.W.2d 404 (Minn. 1980) (opinion vs. actionable misrepresentation)
Specialized Tours, Inc. v. Hagen, 392 N.W.2d 520 (Minn. 1986) (proximate cause and foreseeability in fraud damages)
Commercial Prop. Invs., Inc. v. Quality Inns Int’l, Inc., 61 F.3d 639 (8th Cir. 1995) (Minnesota uses out-of-pocket rule for fraud damages)
Darst-Webbe Tenant Ass’n Bd. v. St. Louis Hous. Auth., 339 F.3d 702 (8th Cir. 2003) (standard of review for bench-trial findings)