Edited by Michael M. Krauss
The Third Edition of the Minnesota Business Disputes: Claims and Remedies Deskbook is an essential resource for both business attorneys and business litigators. Now fully revised and updated to include new case law, the third edition includes new sections covering: Ch. 1, Misrepresentation, includes a NEW section on Secondary Liability: Aiding and Abetting Fraud; Ch. 4, Trade Secrets, includes a NEW section on Exemplary Damages and Attorney’s Fees; Ch. 14, Insurance, includes a NEW section addressing the impact of the COVID-19 pandemic insurance coverage for business torts; Ch. 17, Consequential, Special, and Incidental Damages, includes a NEW section on Consequential Damage Exclusions During COVID-19; and Ch. 18, Duty to Mitigate, includes a NEW section on Loss-of-Use Damages. The new edition also includes a full revision to Ch. 20, Calculating and Proving Damages with more relevant case law and the latest analysis on Availability of Lost Profits, Proving Lost Profits, and Calculating Lost Profits; Disgorgement and Unjust Enrichment; Out-of-Pocket Losses; Diminution in Value; Loss of Good Will; and Trade Secret Misappropriation.
The Business Disputes Deskbook provides an accurate and balanced approach for business law practitioners with an in-depth look at a comprehensive range of business law issues and gives readers the orientation, the analysis, and the authorities they need. The Deskbook covers nearly every practice issue a business law practitioner will encounter, including fraud and negligent misrepresentation, conversion, trade secrets, noncompetes, unfair trade practices, false statements in a business context, tortious interference, fiduciary duty, RICO, franchise law, credit and collection, privacy law, insurance coverage, class actions, damages, and much more!
The 2023 Update of the Minnesota Business Disputes: Claims and Remedies Deskbook contains updates to all 20 chapters, including Ch. 1, Misrepresentation; Ch. 4, Trade Secrets; Ch. 6, Unfair Trade Practices; Ch. 17, Consequential, Special, and Incidental Damages; Ch. 18, Duty to Mitigate; and Ch. 20, Calculating and Proving Damages! The Update adds even more discussion of affirmative defenses and settlement considerations. Sections addressing affirmative defenses have been added to Ch. 1, Common Law Fraudulent Misrepresentation & Negligent Misrepresentation; Ch. 6, Unfair Trade Practices; Ch. 10, RICO; and Ch. 11, Franchise Law. Sections addressing settlement considerations have been added to Ch. 4, Trade Secrets; Ch. 6, Unfair Trade Practices; Ch. 7, False Statements in a Business Context; and Ch. 11, Franchise Law. Additionally, Ch. 13, Privacy, now includes expanded coverage of federal privacy laws, as well as state statutes on personal data privacy from California, Virginia, Colorado, Connecticut, and Utah. It also includes new information on state statutes on privacy outside consumer data, such as data breach notification, biometric data privacy, genetic privacy, and ransomware reporting. Also included in the 2023 Update are updated discussion in Ch. 14, Insurance Coverage of insurance coverage for losses related to COVID-19, as well as a new section on opioid lawsuits.
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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
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
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
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
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
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
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
Overview; Elements; Defenses; Parties
– Patrick M. Fenlon
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
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
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
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
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
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
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
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
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
Duty To Mitigate
Introduction; Nature and Purpose of the Obligation; Pleading Requirements and Standard of Proof; Applications
– Aaron G. Thomas
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
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
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