Hennepin County District Court File No. MC00008950
Considered and decided by Kalitowski Presiding Judge, Klaphake Judge, and
When a business sells substantially all its assets, including intangibles, without expressly reserving potential claims, the right to assert those claims passes to the buyer.
The opinion of the court was delivered by: Harten, Judge
Vacated in part, reversed in part, and remanded
Appellant brought both antitrust and business tort claims against respondents, who challenged appellant's standing to assert the claims. The district court found that appellant had standing and granted respondents summary judgment on the claims. Appellant challenges the summary judgment; respondents notice review of the determination that appellant had standing. Because we conclude that appellant did not have standing to bring its claims against respondents, we reverse the district court determination that appellant had standing, vacate as moot the summary judgment for respondents on other grounds, and remand to the district court with directions to order summary judgment for respondents on the issue of standing.
Appellant Motorsports Racing Plus, Inc. (MRP), a Minnesota corporation, was formerly in the business of organizing and promoting snowmobile races. In June 1998, after two MRP employees decided to leave and form a rival corporation, World Snowmobile Association (WSA), MRP's owner decided to sell its assets to WSA.
In the "Agreement To Acquire Snowmobile Racing Program," (the Agreement) these assets were defined as:
The Snowmobile Racing Program, and all right to promote, sanction and operate MRP race dates; information regarding racers, officials, sponsors and site officials, including all electronic database information; all permits, all sponsor rights and any intangibles and goodwill related to the Snowmobile Racing Program.
"Excluded Assets" were "[MRP]'s cash, the Receivables, and the specific assets listed on Exhibit B attached hereto." The list of assets provided that MRP's owner would keep only a Suburban, and the owner testified that, after the sale, MRP's property "might be some file cabinets or office furniture."
The Agreement also provided that
[t]here are no claims, actions, suits, proceedings, or investigations (whether or not purportedly on behalf of [MRP]) pending or threatened against or affecting [MRP] or the Assets * * *. There is no reasonable basis for any claim, action, suit, ...