Legal Question in Business Law in Minnesota

Situation #1:

I have a contract with a business partner that was executed in 1/20/07 with a Minnesota company. I have not been paid for all the services I rendered to them. Hence, I have under good faith, been working with them this whole last year in trying to resolve this outstanding issue with their General Council and the CEO. The General Council asked me to be patient and work with him until this is all cleared up. The company paid me some of what was owed, but there is a significant balance left.

Then finally they send me a letter on 1/21/13 with a lesser amount, explaining this is what they believed is owed to me. They also feel I have no recourse as the contract has a statue of limitations for 6 years in the state of Minnesota (My business is in another state).

Is it true I have no recourse in the state of Minnesota? Even if they knew about this problem one year before the statue of limitations was about to expire, and kept dragging me on to believe they are trying to work it out, and settle with me. Especially, since in good faith they and I, have been communicating regularly and have been told by them, that they are sorting it out and asking me to be patient?

Situation # 2:

Before my contract was executed, I sold for this company with the intention that I would be paid for those sales once a contract was in place. I was told by a member of their Executive Team verbally and in also written communication, prior to the contract being executed. Then when I signed the final contract, there was a clause that said �all previous agreements orally or written are superseded by this in the contract�. I didn�t really pay attention, as I had a written communication and was told many times that I would be paid for all prior sales by this Executive. Even in as late as 2008 (an year after my contract was executed, the same Executive reiterated verbally and through a written communication that I would be paid). Now that the statue of limitations expired, they are also taking the position that they wouldn�t of ever paid me for that sales anyway, because of how the contract was written.

Can they do that? Even though their Executive made that commitment before the contract was executed in writing, and then several times after that contract was executed with that clause?

Would appreciate feedback .


Asked on 1/25/13, 11:04 pm

2 Answers from Attorneys
David Anderson Anderson Business Law LLC

Sounds more complex than can be addressed in an online forum.

Call or email me to set up free consultation. There are more issues than the SOL, mainly focused on ownership {you reference "business partner"}.

Depending on the amount claimed, it may be worth pursuing in the other state.

I am in Eden Prairie.

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Answered on 1/26/13, 4:13 am
Vincent W. King Vincent W. King, PA

Just because the contract was executed in 2007 doesn't mean that subsequent breaches would be barred by the SOL. Moreover, under certain circumstances promises by the debtor and partial payments might extend the SOL. The second scenario is tougher because of the "integration clause," but not impossible if they subsequently agreed that you were owed those funds...such subsequent agreements wouldn't be barred by the parol evidence rule.

You provide a pretty good narrative but obviously an attorney would have lots more questions to ask before he or she could offer a definitive opinion on this situation.

Standard disclaimer: The comments above are based on limited facts and should not be considered legal advice. We do not have an attorney-client relationship. That said, good luck to you and let me know if I can be of further assistance.

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Answered on 1/26/13, 8:14 am


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