CHAPTER 1
Common Law Fraudulent Misrepresentation and Negligent Misrepresentation
Introduction; Elements of Fraudulent Misrepresentation; Falsity; Representation By Affirmative Misstatement or By Omission; Past or Existing Facts Susceptible of Knowledge; Direct Contact Not Required; Materiality; Fraudulent Intent; Actual Reliance; Reasonable Reliance; Secondary Liability: Aiding and Abetting Fraud; Damages and Remedies; Negligent Misrepresentation; Pleading Requirements and Standard of Proof; Statute of Limitations
– Michael M. Krauss

CHAPTER 2
Statutory Fraud Laws
Introduction; Scope of Statutory Fraud Laws; Establishing Liability for Violation of Prohibited Conduct Under Statutory Fraud Laws; Private Rights of Action
– Aaron D. Van Oort

CHAPTER 3
Conversion and Unjust Enrichment
Introduction; Elements of Conversion; Nature of the Property at Issue; Defenses to Conversion; Remedies for Conversion; Statute of Limitations; Conversion of Negotiable Instruments; Unjust Enrichment; Standard of Proof
– Matthew C. Robinson

CHAPTER 4
Trade Secrets
Introduction; Elements of a Misappropriation Claim and How to Prove Them; Available Defenses; Damages, Injunctions, and Other Relief; Investigating, Pleading, Discovering, and Presenting Trade Secret Claims; Appendix A – Investigation and Discovery Strategies Checklist
– Forrest K. Tahdooahnippah & Shannon L. Bjorklund

CHAPTER 5
Noncompetition Agreements: The “Reasonable” Restraint of Trade
The Environment for Noncompetes; The Realm of the Noncompete Agreement; Protectable Interests; The Rule of Reasonableness; Consideration for Noncompete Agreements; Survival of Restrictive Covenants Upon Termination of Agreement; Tortious Interference with Noncompete Agreements; The Relationship Between Noncompete Agreements, Trade Secret Protections, and the Doctrine of Inevitable Disclosure; Governing Law; Jurisdiction and Venue; Additional Defenses; Equitable Relief; Damages and Attorney’s Fees
– William Z. Pentelovitch & John T. Duffey

CHAPTER 6
Unfair Trade Practices
Introduction; The Lanham Act Section 43(a)(1)(B); Standing Under the Lanham Act; Elements of a Claim Under Section 43(a)(1)(B); Defenses to False Advertising Claims Under the Lanham Act; Remedies for False Advertising Under the Lanham Act; Settlement Considerations for Lanham Act Claims; Minnesota Uniform Deceptive Trade Practices Act; Standing Under MDTPA; Elements of a Claims Under the MDTPA; Defenses to a Claim under the MDTPA; Remedies For a Claim Under the MDTPA; Minnesota’s False Statement in Advertising Act; Standing under the MFSAA; Elements of a Claim Under the MFSAA; Defenses to a Claim under the MFSAA; Remedies for a Claim Under the MFSAA; Defenses to a Claim Under the MFSAA; Defenses to a Claim Under the MFSAA; Common Law Claim for False Advertising
– Leora Maccabee & Anna Barton

CHAPTER 7
False Statements In A Business Context: Business Defamation, Product Disparagement, and False Advertising
Introduction; Business Defamation; Product Disparagement; False Advertising; Conclusion
– Daniel J. Cragg & Rachel S. Kurth

CHAPTER 8
Tortious Interference
Overview; Elements; Defenses; Parties
– Patrick M. Fenlon

CHAPTER 9
Fiduciary Duty
Introduction; Defining Fiduciary Duty; Other Fiduciary Relationships: Close Corporations, Partnerships, LLCs, and Trustees; Breaching Fiduciary Duties; Business Judgment Rule as Defense; Damages and Remedies;
– Janel M. Dressen & Peter J. McElligott

CHAPTER 10
RICO
Introduction; What Constitutes a RICO Violation?; Civil Remedies under 18 U.S.C. § 1964(c); Conspiracies to Violate RICO – 18 U.S.C. § 1962(d); Claims for Investment Injuries – 18 U.S.C. § 1962(a); RICO’s Statute of Limitations; Conclusion
– Jeffrey E. Grell

CHAPTER 11
Franchise Law
Introduction; Minnesota Franchise Laws Generally; Legal Definition of a Franchise; Territorial Application; Registration and Disclosure Laws; Relationship Laws; Civil Remedies For Violations of the Act; Civil and Criminal Penalties for Violations; Limitations of Actions; Affirmative Defenses; Settlement Considerations
– David C. Archer

CHAPTER 12
Credit and Collection
Introduction; The Fair Debt Collection Practices Act of 1977; The Fair Credit Reporting Act of 1971; The Truth in Lending Act of 1968; Equal Credit Opportunity Act of 1974; Minnesota Usary Law
– Joseph M. Windler

CHAPTER 13
Privacy
Introduction; Development of Privacy Tort; Invasion of Privacy by Appropriation; Intrusion Upon Seclusion; Invasion of Privacy by Public Disclosure; Invasion of Privacy by False Light; State and Federal Statutes; Conclusion
– Christopher A. Young & Sarah G. Voeller

CHAPTER 14
Insurance Coverage
Introduction; Why Liability Insurance Coverage Matters; What to Seek From Business Client and/or Business Client’s Insurer; Basic Types of Liability Insurance for Business Torts; Fundamentals of Policy Construction; When Coverage is In Doubt: The Uses and Potential Misuses of Miller-Shugart Settlements; Conclusion
– Honorable Jerome B. Abrams (Ret.) & Ariel K. Lierz

CHAPTER 15
Class Actions
Introduction; Requirements in Class Actions; Issues Related to Initial Stage of Class Actions; Motion for Class Certification; Appeals From Class Certification Orders; Class Notice; Settlement; Trials; Attorney’s Fee Awards
– Todd A. Notebloom, David M. Cialkowski, J. Gordon Rudd, Jr., Emily M. Asp & Sharon R. Markowitz

CHAPTER 16
Damages in Business Tort Actions
Introduction; Economic Loss Doctrine; Lost Profits; Mitigation; Nominal Damages; Punitive Damages; Attorney’s Fees; Common Law Fraud; Minnesota Consumer Fraud Laws; The Lanham Act, 15 U.S.C. §§ 1111–1129; Conversion; Trespass; Defamation; Privacy Claims; Misappropriation of Trade Secrets; Fiduciary Duty: Duty of Loyalty and Duty of Confidentiality; Tortious Interference with Contractual Relations and Tortious Interference with Prospective Economic Advantage
– Wade S. Davis

CHAPTER 17
Consequential, Special, and Incidental Damages
Introduction; What are Consequential, Special, and Incidental Damages?; General Requirements for Enforceability of Liability Limitations; Specific Enforceability Concerns; What Does the Uniform Commercial Code Teach?; Tips for Transactional Attorneys; Ambiguity Should be Eliminated; Conclusion
– Bryant D. Tchida & Kelly C. Engebretson

CHAPTER 18
Duty To Mitigate
Introduction; Nature and Purpose of the Obligation; Pleading Requirements and Standard of Proof; Applications
– Aaron G. Thomas 

CHAPTER 19
Recovery of Attorney’s Fees
Introduction; When Attorney’s Fees Are Recoverable; Determining the Amount of Attorney’s Fees; Requesting Attorney’s Fees
– Honorable Denise D. Reilly, Jennifer Hobbs & Tara D. Baker

CHAPTER 20
Calculating and Proving Damages in Commercial Litigation: Methodologies and Challenges
Introduction; Lost Profits; Disgorgement/Unjust Enrichment; Out-Of-Pocket Losses; Diminution in Value; Loss of Goodwill; Trade Secret Misappropriation; Discounting of Future Damages to Present Value
– Deborah A. Ellingboe, Frances M. McCloskey & Charles Webber

Table of Authorities
Subject Index

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