OPINION
Appellants challenge the district court’s piercing of appellant-company’s corporate veil to hold appellant-individuals liable for the jury’s verdict that appellant-company converted respondent-company’s property and interfered with respondent-company’s prospective economic advantage. We affirm.
FACTS
This case arises out of a protracted and complicated feud between appellant Michael Hogenson and his brother, Arthur Hogenson, (the Hogensons) and their two competing businesses — Standard Water Control Systems and respondent Diversified Water Diversion, Inc. The Hogensons jointly and equally owned Standard Water, which employed John Gieseke. Disputes arose between the Hogensons; they stopped working together in 1999; and Michael Hogenson retained ownership of Standard Water, which discharged Gieseke in part because of his friendship with Arthur Hogenson. In December 2001, Gie-seke and Arthur Hogenson incorporated Diversified Water. Shortly thereafter, the companies became enmeshed in litigation. That litigation included Diversified Water suing Standard Water to enforce a non-disparagement agreement, which arose out of separate litigation, and the district court granting judgment to Diversified Water against Standard Water in the amount of $67,717.45.
In September 2007, Thomas Fallon obtained a $737,679.65 personal-injury judgment against Arthur Hogenson. Ultimately, the district сourt vacated the Fallon judgment on the ground that the court lacked jurisdiction because Fallon was an employee of Diversified Water when he was injured on the job. But, about two years before vacation of the Fallon judgment, a company owned by Michael Ho-genson — MWH Properties — purchased the Fallon judgment for $62,500, intending to enforce it against Arthur Hogenson and give 50% of any judgment proceeds to Fallon. Michael Hogenson and his wife, appellant Debra Hogenson, also decided to purchase Arthur Hogenson’s 50% stock interest in Diversified Water, and they formed appellant IDCA, Inc. for that specific purpose. Michael Hogenson testified that IDCA intended to “[sjettle [Diversified Water’s] outstanding debts, lawsuits, and so on and shut the company down.” Debra Hogenson was IDCA’s sole director, officer, employee, and stockholder.
After acquiring the Fallon judgment, Michael Hogenson attempted to levy the judgment against Arthur Hogenson’s assets. The district court issued a writ of execution, and the Hennepin County Sheriffs Office noticed a sheriffs sale of Arthur Hogenson’s stock in Diversified Water and one other company. At the sheriffs sale, IDCA purchased Arthur Hogenson’s 50%
In September 2009, on behalf of Diversified Water and based on his 50% ownership interest, Gieseke sued numerous parties, including IDCA, Michael Hogenson, and Debra Hogenson, alleging breach of fiduciary duty, conversion, replevin, interference with prospective economic advantage, and alter-ego liability. In their answer and counterclaim, Michael Hogenson, and Debra Hogenson alleged that Gie-seke’s claims “may be barred by the doctrine! ] of unclean hands,” that IDCA is “a bonafide purchaser for value of the shares of Diversified,” and that IDCA “has good title to the shares of Diversified” because IDCA had no knowledge based on the face of the Fallon judgment that it was void for lack of subject-matter jurisdiction.
The district court denied summary judgment to IDCA, Michael Hogenson, and Debra Hogenson, rejecting their argument that IDCA was a bona fide purchaser of the Fallon judgment because it was void for lack of subject-matter jurisdiction. The district court also rejected the argument of unclean hands. The case proceeded to trial, and a jury answered special-verdict questions in part as an advisory jury under Minn. R. Civ. P. 39.02. The jury advised the district court that: IDCA breached a fiduciary duty to Diversified Water; the breach caused damages of $41,000; and IDCA’s corporate veil should be pierced. And the jury returned verdicts that: IDCA converted Diversified Water’s property and Diversified Watеr is entitled to damages of $10,000; IDCA is liable for replevin and Diversified Water is entitled to damages of $10,000; and IDCA committed tortious interference with Diversified Water’s prospective economic advantage and Diversified Water is entitled to damages of $220,000.
Based on the advice of the advisory jury, the district court pierced IDCA’s corporate veil but, because IDCA was not a fiduciary to and did not owe a fiduciary duty to Diversified Water, the court rejected the jury’s advice that IDCA breached a fiduciary duty to Diversified Water. The district court awarded damages of $10,000 for the conversion and replevin claims, reasoning that the damages for each were duplicative. The district court also awarded $220,000 for tortious intеrference with prospective economic advantage. The total damages award was $230,000.
IDCA, Michael Hogenson, and Debra Hogenson moved for amended findings, a new trial, and judgment as a matter of law (JMOL), and the district court denied their motions.
This appeal follows.
ISSUES
I. Is tortious interference with prospective advantage a valid tort claim under Minnesota law?
II. Does the evidence sustain the jury’s verdict that IDCA committed tor-tious interference with Diversified Water’s prospective advantage?
III. Did the unclean-hands doctrine preclude the district court from piercing IDCA’s corporate veil?
V. Is the jury’s damages award excessive?
ANALYSIS
Appellate courts will reverse a district court’s denial of a new-trial motion only if the district court clearly abused its discretion, Frazier v. Burlington N. Santa Fe Corp.,
A jury’s “answer to a special verdict question should be set aside only if it is perverse and palpably contrary to the evidence, or where the evidence is so clear as to leave no room for differences among reasonable persons.” Moorhead Econ.,
I. Is tortious interference with prospective advantage a valid tort claim under Minnesota law?
A district court may grant a new-trial motion when the “verdict ... is contrary to law,” Minn. R. Civ. P. 59.01(g), and may grant a JMOL motion when “the jury’s findings are contrary to the law applicable in the case,” Moorhead Econ.,
But in Harbor Broad., Inc. v. Boundary Waters Broadcasters, Inc., referring to the subject tort as “tortious interference with business expectancy,” this court questioned whether Minnesota recognizes the subject tort, stating that we “decline[d] to decide whether a claim for tortious interference with business expectancy is a valid tort claim under Minnesota law.”
In Harbor Broad., citing United Wild Rice,
But our reading of United Wild Rice informs us that, in United Wild Rice, the supreme court did not recognize a new tort but rather referred to the subject tort by two new names — “wrongful interference with ... prospective contractual relations” and “intentional interference with prospective contractual relations.”
The relations protected against intentional interference by the rule stated in this Section include any prospective contractual relations, except those leading to contracts to marry ..., if the potential contract would be of pecuniary value to the plaintiff. Included are interferences with the prospect of obtaining employment or employees, the opportunity of selling or buying land or chattels or services, and any other relations leading to potentially profitable сontracts. Interference with the exercise by a third party of an option to renew or extend a contract with the plaintiff is also included. Also included is interference with a continuing business or other customary relationship not amounting to a formal contract....
The expression, prospective contractual relation, is not used in this Section in a strict, technical sense. It is not necessary that the prospective relation be expected to be reduced to a formal, binding contract. It may include prospective quasi-contractual or other resti-tutionary rights or even the voluntary conferring of commercial benefits in recognition of a moral obligation.
Restatement (Second) of Tоrts § 766B cmt. c (emphasis added). Section 766B further notes that English common-law decisions from which the tort developed “extended the same principle to interference with business relations that are merely prospective and potential” and that under the tort “liability was imposed for interference with business expectancies and was not limited to interference with existing contracts.” Restatement (Second) of Torts § 766B cmt. b (emphasis added).
Quoting United Wild Rice, this court recently concluded in Moore v. Hoff that “[t]he tort of intentional interference with prospective advantage is ‘intentionally and improperly interfering] with another’s prospective contractual relation.’ ”
In light of the supreme court’s opinions in Wild, Witte, and United Wild Rice, we hold that Minnesota recognizes tortious interference with prospective advantage, also referred to as tortious interference with prospective economic advantage, tortious interference with business expectancy, wrongful interference with business relations or relationships, tortious interference with prospective contractual relations or relationships, and wrongful interference with prospective contractual relations or relationships, as a valid tort claim. Wе therefore conclude that IDCA, Michael Hogenson, and Debra Hogenson are not entitled to a new trial or .JMOL based on their ar
II. Does the evidence sustain the jury’s verdict that IDCA committed tor-tious interference with Diversified Water’s prospective advantage?
Appellate courts afford district courts “the broadest possible discretionary power” when a district court denies a new-trial motion submitted on the ground that the evidence does not justify the verdict. Clifford v. Geritom Med, Inc.,
A. Elements of Tortious Interference with Prospective Advantage
The elements of tortious interference with prospective advantage are (1) “intentionally and improperly interfering] with another’s prospective contractual relation” (2) by either “(a) inducing or otherwise causing a third person not to enter into or continue the prospective relation or (b)preventing the other from acquiring or continuing the prospective relation.” United Wild Rice,
B. Evidence
1. Improper Conduct
IDCA, Michael Hogenson, and Debra Hogenson argue that IDCA’s conduct was not improper because IDCA was merely exercising “сreditor remedies with respect to the Fallon Judgment.” Gieseke counters that IDCA’s conduct was improper because — after IDCA engaged in that conduct — a district court concluded that the Fallon judgment was void for lacking subject-matter jurisdiction. Gieseke’s argument is persuasive.
Factors relevant to determining whether an actor’s conduct is improper for the purposes of tortious interference with prospective economic advantage include:
(a) the nature of the actor’s conduct,
(b) the actor’s motive,
(c) the interests of the other with which the actor’s conduct interferes,
(d) the interests sought to be advanced by the actor,
(e) the social interests in protecting the freedom of action of the actor and the contractual interests of the other,
(f) the proximity or remoteness of the actor’s conduct to the interference, and
(g) the relations between the parties.
IDCA’s improper conduct is described above in the facts section, and we will not repeat it here. Although IDCA, Michael Hogenson, and Debra Hogenson argue that the evidence is insufficient to sustain the verdict, they do not challenge the jury’s verdict that IDCA “converted [Diversified Water’s] property from ... Art Hogenson’s private residence” and “wrongfully retained [Diversified Water’s] property.” And the Fallon judgment upon which Michael Hogenson commenced the judgment-enforcement proceedings that led to the January 2009 sheriffs sale of Arthur Hogenson’s Diversified Water stock is void. In September 2010, a district court vacated the Fallon judgment because the district court “lack[ed] subject matter jurisdiction,” concluding that the plaintiffs in that matter “shall be allowed to pursue their remedy under the Workers’ Compensation Act.”
A void judgment is in legal effect no judgment. No rights can be divested or obtained under it. Neither binding nor barring anyone, all acts performed under it and all claims based on it are void. One who attempts to enforce such a judgment is not protected by it. A party who causes a levy to be made under an execution issued upon a void judgment acts without justification and is liable as a trespasser for having caused a wrongful levy.
Beede v. Nides Fin. Corp.,
Based on our careful review of the record evidence, we conclude that the jury reasonably could have found that IDCA’s conduct was improper. Cf. Hanson v. Woolston,
2. Reasonable Expectation
IDCA, Michael Hogenson, and Debra Hogenson argue that Diversified Water did not have a reasonable expectation of prospective economic advantage because Diversified Water “was bleeding money and required capitalization from Art Hogenson to survive”; “[w]hen Art Hogenson quit making capital contributions, Diversified quit operating”; and Art Hogenson and Jack Gieseke testified that
Although Diversified Water’s tax returns reveal consistent and increasing financial losses from 2004 through 2006, with a 2004 loss of $34,090; a 2005 loss of $67,463; and a 2006 loss of $81,673, the record also contains evidence on which the jury reasonably could have found that Diversified Water had a reasonable expectation of prospective economic advantage with which IDCA interfered. Although Diversified Water endured financial losses from 2004 through 2006, for 2004 its revenue was $401,033 and officer compensation was $82,000; for 2005 its revenue was $361,725 and officer compensation was $85,500; and for 2006 its revenue was $455,000 and officer compensation was $45,984. Gieseke testified that Diversified Water’s success rate at getting business between 2002 and 2006 was “pretty good,” with Diversified Water fairly consistently obtaining “[a]round 100 [jobs] a year.” Gieseke testified that Diversified Water’s revenue in 2007 was between $300,000 and $400,000 and that Diversified Water earned a profit in 2008. Moreover, an exрert accounting witness testified that “it is possible ... that companies lose money even on a year over year basis for multiple years and still have a value.”
JMOL is “inappropriate if jurors could differ on the conclusions to be drawn from the record,” Daly,
III. Did the unclean-hands doctrine preclude the district court from piercing IDCA’s corporate veil?
IDCA, Michael Hogenson, and Debra Hogenson argue that, under the unclean-hands doctrine, the district court erred by permitting Diversified Water to pierce IDCA’s corporate veil. “The doctrine of unclean hands bars a party who acted inequitably from obtaining equitable relief.” Heidbreder v. Carton,
IDCA, Michael Hogenson, and Debra Hogenson base their unclean-hands argument on IDCA’s allegation that Gieseke and Arthur Hogenson “caused a letter to be submitted to” Fallon’s attorney and “caused a response to be filed with Berk-ley Risk Administration Company,” “indicating that Fallon was not an employee of Diversified” and therefore resulting in Berkley Risk “den[ying] Fallon’s Worker’s Compensation Claim.” Based on that allegation, they argue that Gieseke, Arthur Hogenson, and Diversified Water “made
The record reflects that the facts underlying the Fallon dispute are collateral to the present dispute, and therefore the district court did not abuse its discretion by rejecting the unclean-hands argument of IDCA, Michael Hogenson, and Debra Hogenson. The factual basis for the Fal-lon dispute was a personal-injury workers’ compensation dispute involving Diversified Water, Arthur Hogenson, and Fallon. The factual basis for the present dispute is an attempt by IDCA, Michael Hogenson, and Debra Hogenson to shut down Diversified Water. We conclude that the unclean-hands doctrine did not preclude the district court from piercing IDCA’s corporate veil because “unclean hands in a collateral matter is not a defense to equitable relief.” Berg v. Carlstrom,
IV. Does the evidence sustain the district court’s piercing of IDCA’s corpоrate veil to hold Michael Ho-genson and Debra Hogenson liable for IDCA’s conduct?
A. Standard of Review
IDCA, Michael Hogenson, and Debra Hogenson argue that the district court abused its discretion by piercing IDCA’s corporate veil to hold Michael Hogenson and Debra Hogenson liable for IDCA’s conduct.
“Piercing the corporate veil is an equitable remedy that may be applied in order to avoid an injustice.” Equity Trust Co. Custodian ex rel. Eisenmenger IRA v. Cole,
B. Evidence Necessary to Pierce Corporate Veil
“A court may pierce the corporate veil to hold a shareholder liable for the debts of the corporation” when “the shareholder is the alter ego of the corporation,” Hoyt Props., Inc. v. Prod. Res. Grp., L.L.C.,
In Victoria, Elevator Co. v. Meriden Grain Co.,
insufficient capitalization for purposes of corporate undertaking, failure to observe corporate formalities, nonpayment of dividends, insolvency of debtor corporation at time of transaction in question, siрhoning of funds by dominant shareholder, nonfunctioning of other officers and directors, absence of corporate records, and existence of corporation as merely facade for individual dealings.
Id. “Disregard of the corporate entity requires not only that a number of these factors be present, but also that there be an element of injustice or fundamental unfairness.” Id. at 608 n. 1. “When using the alter ego theory to pierce the corporate veil, courts look to the reality and not form, with how the corporation operated and the individual defendant’s relationship to that operation.” Hoyt Props.,
Here, the record supports the assertions of IDCA, Michael Hogenson, and Debra Hogenson that IDCA had a separate bank account; capitalization including a $5,000 loan used to purchase Arthur Hogenson’s Diversified Water stock; and documentation in observation of corporate formalities, including a certificate of incorporation, articles of incorporation, bylaws, a tax identification number, and tax returns. And the record does not indicate that IDCA was insolvent or that Debra Hogenson — the only IDCA shareholder — was siphoning funds.
But the record supports Gieseke’s argument that, although Debra Hogenson was the sole director, officer, employee, and stockholder of IDCA, she was a non-functioning officer, who knew almost nothing about IDCA. Her deposition testimony offered at triаl revealed that she was not sure when IDCA was formed, she did not know the number of outstanding shares, she was not certain of the price paid for her shares or her total capital contribution. Her deposition testimony also reveals that she did not know: the equipment or vehicles owned by IDCA or who would know the information; the name of IDCA’s accountant; who paid IDCA’s legal fees in this matter; what other business IDCA was pursuing; how much capital was necessary to run a water company; whether there had been any other source of revenue, income, or financing for IDCA since the time it was formed; whether IDCA had ever obtained a loan; who made IDCA’s bank deposits; how IDCA obtained $72,000 in March 2009; why IDCA withdrew $81,000 from its account in April 2009; or how IDCA оbtained $32,000 in November 2010.
Based on our careful review of the record, we conclude that the record supports Gieseke’s argument that “IDCÁ was a fa-gade for the individual dealings of Michael Hogenson and Deb Hogenson.” We therefore conclude that the district court did not abuse its discretion by concluding that the veil-piercing factors favored piercing IDCA’s corporate veil to hold Debra and Michael Hogenson personally liable.
“The second prong of the test examines the relationship of the plaintiff to the corporation.... [P]roof of strict common law fraud is not required, but, rather, evidеnce that the corporate entity has been operated as a constructive fraud or in an unjust manner must be presented.” White,
We conclude that the district court did not abuse its discretion by piercing IDCA’s corporate veil to hold Michael Hogenson and Debra Hogenson liable for IDCA’s conduct.
V. Is the jury’s damages award excessive?
A district court may grant a new-trial motion due to “[e]xcessive ... damages, appearing to have been given under the influence of passion or prejudice.” Minn. R. Civ. P. 59.01(e); see Flanagan v. Lindberg,
A. Breach-of-Fiduciary-Duty Damages
IDCA, Michael Hogenson, and Debra Hogenson argue that the jury’s advisory finding that IDCA breached a fiduciary duty to Diversified Water, which the district court did not adopt, was “impossible without the jury feeling passionate and prejudicial” against IDCA, Michael Hogen-son, and Debra Hogenson because “Gie-seke testified that he did not trust” them. We disagree. Gieseke testified that he did not trust IDCA, Michael Hogenson, and Debra Hogenson to act in Diversified Water’s best interests. But the record is otherwise devoid of evidence to support the argument that the jury’s advisory finding was the result of passion and prejudice.
B. Disparity in Damage Awards
IDCA, Michael Hogenson, and Debra Hogenson argue that the jury’s pas
The jury, in awarding different damages amounts, was remedying different wrongs. The district court’s conversion and replev-in jury instructions required the jury to remedy IDCA’s damage to Diversified Water’s property seized by IDCA. The court’s breach-of-fiduciary-duty jury instruction required the jury to remedy IDCA’s breach of “the highest standard of duty implied by law.” And the court’s tortious-interference-with-prospective-economic-advantage jury instruction required the jury to remedy IDCA’s interference with Diversified Water’s “reasonable expectation of economic advantage,” which Gieseke’s counsel argued during closing argument extended from 2009 through 2011. (Emphasis added.) And during that closing argument, Gieseke’s counsel — based оn Gieseke’s testimony and Diversified Water’s 2004, 2005, and 2006 tax returns— provided to the jury a means to calculate Diversified Water’s tortious-interference damages for 2009, 2010, and 2011, totaling $235,350 — $15,350 more than the $220,000 tortious-interference damages that the jury awarded.
C. JMOL for Damages
IDCA, Michael Hogenson, and Debra Hogenson argue that they are entitled to JMOL regarding the jury’s $220,000 tortious-interference damages award because the record evidence “supports only a finding that Diversified lost money in each of the years of its existence” and “would lead a reasonable juror to believe that Diversified was not damaged.” We disagree. JMOL is “inappropriate if jurors could differ on the conclusions to be drawn from the record.” Daly,
We conclude that the district court did not err by denying the JMOL motion of IDCA, Michael Hogenson, and Debra Ho-genson because the evidence is not practically conclusive against the jury’s $220,000 tortious-interference damages award. We further conclude that the district court did not abuse its discretion by denying IDCA, Michael Hogenson, and Debra Hogenson’s new-trial motion because the jury’s $230,000 total damages award is not excessive because it is not shocking and does not result in plain injustice. See Verhel,
DECISION
A claim of tortious interference with prospective advantage is a valid tort claim under Minnesota law. The evidence sustains the jury’s verdict that IDCA committed tortious interference with Diversified Water’s prospective economic advantage.
Affirmed.
Notes
. Debra Hogenson signed the settlement agreement as Vice President of Diversified Water even though she had not been duly elected vice president.
. See Minn.Stat. § 176.031 (2012)(providing that "liability of an employer prescribed by this chapter is exclusive”); Stengel v. E. Side Beverage,