*1 any form or method of particular scribe In letter adjustment. DAVIES, an its
seeking Lawrence K. on behalf of 6, 1998, February protested relator similarly and all himself others redetermination of rela- commissioner’s situated, Respondent, adjust- and requested specific tor’s tax appeal.
ments if relator succeeded on We ordinary this letter fits the use of believe COMPANY, WEST PUBLISHING “application.” The fact that rela- word al., Appellants. et change the tax protesting tor is does with the our conclusion. statute deals No. C1-00-1324. procedure claiming for credits and refunds payments. for A of a protest erroneous of Appeals Court of Minnesota. coupled tax determination with the reason normal, for the would seem a protest to be March logical component of an for a adjustment.
credit previous In appeal, we held that the support evidence did not a conclusion interrelationship there was sufficient among companies justify four experience transfer of three ratings to relator. experi- them Without the ratings companies, ence of three other re- lator be liable for a tax. lower We wo(uld did not deal with the issue of the amount tax, any, that relator was liable for.
After we held that the basis for relator’s rating experience the com- improper, missioner recalculated the tax deter-
mined that relator was a refund entitled to Thus, portion of the tax paid. participated
commissioner in the determi- nation payment erroneous and we participation
believe that the stat- satisfies legislative ute that evinces a intent not to require interest on erroneously refunds of unemployment compensation
collected tax- es.
DECISION Because terms of Minn.Stat. 7(a) (1998), prohibit pay- subd. ment interest on over-payments of tax-
es, Specialties, relator Central Inc. is not payment
entitled to for interest taxes over-paid that it protest. under Affirmed. *3 (admitted vice), M.
Guy pro Burns hac Johnson, Bokor, Blakely, Pope, Ruppel & Burns, FL; Tampa, Lyons, and Thomas J. Sr., Jr., Lyons, Thomas J. Thomas J. Associates, P.A., Lyons & Maplewood, (for MN, respondent). Weide,
Vernon J. Vander Thomas V. Seifert, Head, Weide, Seifert & Vander (for MN, Minneapolis, appellants). Considered and decided by KALITOWSKI, Presiding Judge, RANDALL, CRIPPEN, Judge, and Judge.
OPINION
KALITOWSKI, Judge case respondents’ This involves conten- tion that West Publishing Company, through controlled, an association it im- properly distributed the association’s sur- plus funds to all employees West and not just employees deposited who funds with the association. The sole issue on appeal this involves six-year statute of limitations to West’s allegedly improper distributions. In de- termining that the statute of limitations did apply, the district court certified questions three to this court important as and doubtful pursuant to Minn. R. Civ. 103.03(h) (2000): App. P. Does 1995) (repealed ap- bar plication of a statute of limitations? Does violation doctrine toll the running of the statute of limitations? Have respondents presented sufficient evi- dence equitable estoppel to prevent ap- plication of the statute of limitations? fashion, employees typically, in the same rephrased court three certi- This has accurately law. reflect the questions fied per employee. amount $160 $200 on the time decision and amount
FACTS the distribution was based on a number of Employees’ Preferred Publishing West variable criteria. There was no evidence (WPSA) was created in Association Stock questions about distributions were (West) Publishing Company 1912 West any meetings. raised at of the annual an provide employees opportunity West a letter included with each distri- voluntarily part pay- of their deposit employees full- managed informing in an bution that all by WPSA. checks account times, with accounts were At all those time were members of *4 guaranteed and rate of promised paid WPSA, special that a distribution was be- to participate return. who chose Those ing paid to all members in the same money all of part could withdraw or the amount, special that the was distribution they deposited any time. Members re- at attributable to successful investment and that quarterly provided ceived statements funds, management of WPSA and that no reported any their current balance and special distribution could in guaranteed be activity. account last of future. The 16 distributions employee The West handbook informed 29,1996. place took on November full-time employees employ- that all West purchased by After The West WPSA, regardless were of of ees members Thomson Corporation, govern- WPSA they deposits whether chose to make in ing termi- board decided dissolve and saving plan. employees left When time, nate At this had a they WPSA. WPSA paid West were balance on their accounts, if any, plus guaranteed interest The surplus approximately million. $8.6 that had accrued to that date. Commerce, pur- Department Minnesota West, suant a consent decree with re- was governed by
WPSA six officers and quested pay all funds on that WPSA out members, executives, other all West two in an deposit surplus distribute the and who were elected at WPSA’s annual meet- It is that ings. undisputed WPSA mem- manner. bers received notice of WPSA’s annual respondent Lawrence K. Subsequently meeting and allowed were to attend. Davies filed a lawsuit contest the distri- every Members received one vote for $10 to all paid butions that were full-time deposits. meeting, At the annual January from 1967 to employees by WPSA presented a in- treasurer statement that 1996, claiming that the distribu- November cluded information on WPSA’s invest- em- only tions have been made should ments, deposits, members’ and its reserve deposit ployees with funds on with WPSA. surplus. The evidence the record as a court certified the case district
indicated that no one had ever asked for all eventually class that included action annual but meetings, from the minutes on de- employees of West who had funds asked, the treasurer would have any at between posit with WPSA time any copy. with a provided member January July and 1999. The time surplus. Over accumulated a WPSA summary judgment denied district court Beginning January of the WPSA the six- on the limited issue whether making governing began board distribu- limitations the class year statute of barred surplus tions from the to all full-time West to 15 the distribu- challenge members’ basis, capita per regard- on a ques- this three tions certified to court and they deposits less of whether had with application of the statute occasions, concerning tions WPSA. On payments surpluses made from to West limitations.
'
action,
ISSUES
and reversal would not relieve
parties
significant
burden.
Id.
questions impor-
the certified
Are
But each factor does not warrant equal
tant and doubtful?
great
consideration.
Id.
deal of im-
“[A]
§
2. Does
portance
placed
should be
on whether re-
1995),
(repealed
which
to claims
versal of the
will terminate the
“for deposits,” apply
to claims members
proceedings.” Id.
an unincorporated voluntary
association
against
Here,
their corporate employer for al-
while our decision on the
leged
fiduciary duty
breach of
arising from three
questions presented
certified
does
surplus money
the distribution of
that ex- not terminate the proceedings,
applica
our
deposits
ceeded member
guaranteed
six-year
tion of the
statute of limitations
interest?
invokes a number of the balancing factors
finding
increasing impor
favor a
3. Does the
violation doc-
By reversing
tance.
the district court and
trine toll or
six-year
extend the
statute of
limitations,
applying the statute of
15 of
limitations of Minn.Stat.
subd.
the 16
will
longer
part
distributions
no
be
1(1) (2000), for a claim for breach of fidu-
litigation.
of this
will greatly
This
reduce
ciary duty alleging improper distributions
*5
the length
complexity
and
of the proceed
30-year
made over a
period?
ings
substantially
and
reduce the burden
Is there evidence in the record to
appellants would otherwise face of defend
prove
necessary
elements
equitable
of
ing
place
distributions that took
over a 30-
estoppel so as to toll the running of the
year period. We thus conclude the issues
six-year statute of limitations?
presented
important.
here are
“A question
properly
is
certified
ANALYSIS
as doubtful
there is no controlling prece
I.
(citation omitted).
dent.”
Id. at 884-85
Respondents first contend that the
question
That the
impres
is one of first
district
questions
court’s certified
are not
not, however,
sion is
of itself sufficient to
“important and doubtful.”
may
This court
justify
doubtful;
certification as
hear an appeal from a denial of a motion
question
one
should be
on which there is
summary
for
judgment “if the trial court
ground
substantial
for a difference of
certifies that the question presented is im
opinion.
portant and doubtful.” Minn. R. Civ.App.
omitted).
(quotation
Id.
Applying this
103.03(h)(2000); Jostens,
P.
Inc. v. Feder
standard,
questions
presented are
Co.,
878,
ated Mut. Ins.
612 N.W.2d
883 doubtful.
(Minn.2000).
question
Whether a
is im
question
The first
applica-
involves the
portant and
legal ques
doubtful raises a
(re-
bility
repealed
§
of
Minn.Stat.
subject
tion and is
to de novo review
1995).
pealed
There are no cases dis-
Jostens,
this court.
In determining question if a language is was not written to deal with the important, we unique balance number of factors. presented situation here. The Id. at 884. A question is im increasingly second and questions third deal with the portant if it impact, has statewide application reversal of the continuing violation doc- likely, lengthy is proceedings will be termi trine and estoppel. Although nated, and a district court’s incorrect rul there are discussing application cases ing will inflict doctrines, substantial harm on the of both no controlling, case is parties. A question Id. decreasingly is their applicability to the facts here is important affirmed, if it Thus, will be a trial will in doubt. we conclude that all issue, moot the reversal questions will terminate three raise issues of first im-
841 therein,” § of which is sub- its Minn.Stat. 50.12 does not the resolution pression, opinion. ject apply. to a difference II. III. contend the district Appellants Appellants argue that the district finding court erred in finding court erred that the 16 distribu 1995, is a bar to their paid by part tions were of a con Application defense. statute-of-limitations conduct, tinuing course of thereby tolling undisputed of a statute to the facts the statute of application limitations. The law, question involves a and the case of law stipulated facts is a binding district court’s decision is not on law, which this court reviews de novo. Enters., Hoggsbreath this court. v. Lefto Bldgs., Morton Inc. v. Commissioner (Minn.1998)
Inc.,
581 N.W.2d
856
Revenue,
(Minn.1992).
488 N.W.2d
257
this court reviews de novo
(holding
summary
the district court’s decision on
violation doctrine
judgment
application
based on the
commonly
is most
applied
discrimination
statute).
involving wrongful
cases
acts that manifest
The former section 50.12 stated:
time,
a period
over
rather
than in a
limiting
The statutes
the time for the
Sigurdson
series
discrete
acts. See
v.
commencement of actions shall have no
County,
Isanti
448 N.W.2d
66-67
brought by deposi-
to actions
(Minn.1989);
Corp.,
Giuliani
Stuart
tors,
representatives,
assigns
their
N.W.2d
(Minn.App.1994).
Con
against savings
deposits
banks for
there-
assertion,
trary
appellants’
the doctrine
in.
has been
employment
outside
*6
specifically
This statute
references sav- discrimination context. Northern States
ings
respondents
And while
meet
Franklin,
banks.
391, 397,
Power
v.
265 Minn.
Co.
statutory
depositors
(1963)
definition of
122 N.W.2d
28-29
(trespass);
virtue of their accounts with funds on de-
Dep’t
State
Labor & Indus. v. Wintz
WPSA,
with
it
that
posit
is not clear
West
Drivers, Inc.,
Parcel
555 N.W.2d
912
qualifies
“savings
bank.” But even if
as
(workers’
(Minn.App.1996)
compensation
comes under the statute because of
coverage),
granted
part,
review
in
decision
WPSA, respondent’s
the actions of
lawsuit
(Minn.1997).
modified,
deposited savings in a bank as a result of of a statute limitations. has the continu application No case Here, undisputed persons ing it is that all who violation doctrine to a fact situation at WPSA, Moreover, deposited money regardless appel with all similar to this case. they respondents of whether remained lant contends that because al West, fiduciary duty, all money they deposited, lege received a breach of this action tort, "in rather than and plus agreed-upon interest on their de- sounds contract application. This no But even posits. respondents’ action involves doctrine has extend surplus money, resulting claim for from we were inclined to investments, guaranteed that exceeded the the doctrine to a claimed breach of fiducia alleged that deposits. ry duty, interest returned on Because we we conclude are not a course of respondents’ wrongful conclude that claim for this acts here conduct, surplus money depos- separate is not an action “for but rather 16 842 ally, allegedly damaged estoppel presents
actions each of which
of fact
respondents.
jury
for the
only
unless
one inference can
be made from the facts. Drake v. Reile’s
supreme
We find instructive the
court’s
Inc.,
Delivery,
&
613 N.W.2d
Transfer
application of the statute
limitations
Here,
(Minn.App.2000).
appellants
434
(Minn.
Daniels,
Toombs v.
IV. At issue with regard to the DECISION third certified is the doctrine that may a party be barred from asserting questions a The three presented by the statute of limitations pursuant defense its conduct district court to Minn. R. Civ. P. 103.03(h) satisfies the equitable estop- elements of important are and doubtful. Our Builders, (1) pel. Rhee v. Golden Home 617 answers questions certified are: N.W.2d 621 (Minn.App.2000). Gener- which barred
843
pro-rata
it made
distributions to
limitations to
where
of a statute of
therein,”
employees, may
all
be characterized as a
not
does
deposits
“for
actions
continual,
process
fluid
of non-disclosure
re-
by depositors who
to an action
apply
depositors.
to its
The Court finds that
they deposited plus
all the funds
ceived
moneys
the series of distributions
claiming
right
a
only
and are
interest
fund constitute a con-
from the WPSA
investments
generated by
funds
additional
conduct,
tinuing course of
rather than an
on
guaranteed
interest
that exceeded
Improper
isolated series of events.
dis-
(2)
continuing
violation
deposits;
their
systematic,
pe-
tributions continued
apply
not
to toll the statute
doctrine does
from
until the last
pattern
riodic
1967
challenging
an action
dis-
of limitations for
years
distribution
30
later
approximately
years,
paid
tributions
out over
agrees
1996. The Court
that Minne-
transactions,
the distribu-
where
recognizes
“continuing
sota
torts doc-
contested,
tions,
were
which were never
trine” under which a tort
is deemed
at
guaranteed, nor made
promised,
neither
continuous as
to a one-time
opposed
intervals, and where the deci-
regular time
event,
period
and the limitations
does
made based on a
sion to distribute was
run
begin
until the date the tor-
(3)
criteria; and
number of variable
Hence, here since
tious conduct ends.
estoppel
ap-
does not
doctrine of
all-employee
the 16
distributions started
law where there is no
ply as a matter of
in 1967 and ended in
no statute of
misrepresentation.
evidence
can run until the date
limitations
questions answered in the
Certified
distribution,
last
which was on Novem-
negative.
29,1996.
ber
correctly noted that
The district court
RANDALL, Judge (dissenting)
begin
of limitations could not
the statute
agree
I
with the
respectfully
I
dissent.
run until
and because the
November
certification,
agree
but I also
with the dis-
brought
their action in
it
plaintiffs
finding
defendant/appel-
court’s
trict
six-year
within the
limit.
easily
inap-
lant’s statute of limitations defense is
majority acknowledges
The
that the con-
plicable.
doctrine is not confined
tinuing violation
order,
1, 2000,
the district
May
In its
commonly applied) to discrimina-
(although
accompanying
court’s
memorandum stated
in the
nothing negative
I find
tion cases.
part:
in relevant
Supreme
Minnesota
Court case of Toombs
stat
The
rules that Defendants’
Court
(Minn.1985),
Daniels,
considered Toombs 1(7), majority which involves trusts. The the clock language considering when cites cita- ticking starts for such claims. These tions are not “instructive” because certainly run in statute of limitations has (assuming inap- at bar 50.12 is the case plicable). Respondent admits this. This (as why plaintiff is he asserts have) should viola- Toombs concerning tion doctrine. Citations when ticking a clock starts are of no use when everyone time is agrees up. conclude, analysis,
In I the final as the did, nonstop district court conduct occurring years, over “x” “x” comprising is, law, a matter of payments as continu- ous.
I dissent and would remand this case to proceedings. the district court for further SCHUSTER, Appellant, Travis Scott COMMISSIONER OF PUBLIC
SAFETY, Respondent.
No. C0-00-1203. Appeals Court of of Minnesota. March