Beyond Commerce Inc (BYOC)

[rawsteel]

There were 4 pages of documents to read but all sounded ridiculous to me...


STATE OF MINNESOTA DISTRICT COURT
COUNTY OF HENNEPIN FOURTH JUDICIAL DISTRICT
Green Valley Associates
Plaintiff,
vs.
Service 800, Inc.,
Defendant.
Court File No.: 27-CV-20-13800
Judge Bridget Sullivan
Case Type: Contract
PLAINTIFF’S REPLY MEMORANDUM
OF LAW IN SUPPORT OF PLAINTIFF’S
MOTION FOR SUMMARY JUDGMENT
ARGUMENT

The Plaintiff’s motion demonstrates this is a simple breach of lease case. Defendant Service
800, Inc. (“Service 800” or “Defendant”) was a tenant under a lease with Plaintiff Green Valley
Associates (“Green Valley” or “Plaintiff”). Service 800 defaulted and owes Green Valley
$234,269.64, plus costs and fees. See Second Affidavit of Jean Mork Bredeson. In response, Service
800 fails to identify a genuine issue of material fact on any of these elements. Rather, their response
is a master class in distraction, subterfuge, and whataboutism.1 Service 800 suggests Bredeson
(Service 800’s President) lacked authority to enter into the lease, then invites the Court down a
meaningless rabbit hole of whether she signed the lease on February 28 or March 1, 2019 intimating
she testified incorrectly (over two years later) when she remembered signing it February 28, rather
than the next day.

I. BREDESON HAD AUTHORITY TO ENTER INTO THE LEASE.
Service 800 raises that Bredeson’s employment agreement had her continue on as Service
800’s President (as she had since founding the company) but would, “report to, discharge her duties

in consultation with and be under the supervision of the Board of Directors and the Board of Directors
of Beyond Commerce, Inc.”2 Service 800 then argues Bredeson “went rogue” by entering into a new,
discounted lease the next day.
In a glaring lack of candor to the tribunal, Service 800 fails to tell the Court that Service 800
paid its rent under the new lease for nearly a year (ten months) without any objection before defaulting
and executing a “midnight move” in the midst of Green Valley’s February 2020 eviction. See Second
Affidavit of Jean Mork Bredeson at ¶ 8 (“My damages were therefore fixed as the lost rent from
February 1, 2020, until the sale [of the property] on March 25, 2021”); Green Valley v. Service 800,
Hennepin Court File 27-CV-20-3005 (eviction action).
If Bredeson went “off the rails” by executing a new, discounted lease, Service 800 waited
nearly a year to do anything – then slithered out of the property under the cover of darkness. Further,
even if arguendo Bredeson lacked authority (and she did not), the point is negated by Service 800’s
months of silence and acquiescence. Pinkus v. Minneapolis Linen Mills, 67 N.W. 643, 643 (Minn.
1896) (“A principal may ratify the unauthorized or ultra vires acts of an agent by subsequent
acquiescence; and mere silence for a sufficient length of time after knowledge of the unauthorized
act done in his name will amount to such ratification”).3
II. GREEN VALLEY NEVER ACCEPTED SURRENDER.
Next, Service 800 makes the absurd argument Green Valley cannot sue for breach of the lease
because they acquiesced in Service 800’s abandonment of the premises. Def’s. Memo. of Law at 9.
Service 800 cites deposition testimony that Bredeson, the principal of Green Valley, “Service 800


abandoned the lease in February” and that she immediately undertook steps to mitigate. Id. From this,
Defendant leaps to the unfounded (indeed, preposterous) claim that Green Valley accepted
abandonment of the lease “without objection.” Id. citing Benasutti v. Coast-to-Coast (Cent. Org.),
Inc., 392 N.W.2d 695, 697 (Minn. Ct. App. 1986).
Service 800’s argument mutilates the case law. In Benasutti, a franchisor (Coast-to-Coast)
assigned a lease to its franchisee, who defaulted. Coast-to-Coast wrote the landlord it would take
possession, pay rent for the time it took to dispose of the assets, then vacate the premises. Coast-toCoast expressly and unequivocally stated it was not assuming the lease and was not responsible for
prior unpaid rent. Id. Later, Coast-to-Coast tried to enforce the same lease it had expressly disavowed,
which the Court rejected. Benesutti is entirely inapposite to the present case. In fact, Benesutti
highlights the longstanding Minnesota law that, “the intent necessary to rescind or terminate a lease
is the same intent required to enter into one.” Here, there is no evidence Green Valley ever abandoned,
surrendered, settled, or compromised its rights under the lease.
III. THERE IS NO EVIDENCE OF “CONSTRUCTIVE EVICTION.”
Finally, Service 800 claims the building’s condition rose to a “constructive eviction.” Def’s.
Memo. of Law at 9-10. In support, Service 800 presents self-serving deposition testimony that
employees “were working in horrendous conditions day in and day out.” Thom Declaration at Ex. 3,
Tr. of Sept. 28, 2020, (Beyond Commerce Dep., at 120:9–121:22.). These statements are hearsay –
not evidence – and cannot defeat a motion for summary judgment. Murphy v. Country House, Inc.,
240 N.W.2d 507, 511 (Minn. 1976) (hearsay is not admissible at trial, hearsay is not evidence, and
hearsay is disregarded with summary judgment motions)


CONCLUSION
There being no genuine issues of material fact, Plaintiff respectfully requests that the Court
enter summary judgment on its claim for breach of contract based on Defendant Service 800, Inc.’s
undisputed and legally unexcused obligation to pay Plaintiff rent.
Respectfully submitted,
Dated: February 22, 2023
WARNER LAW, LLC
/s/ George E. Warner, Jr.
George E. Warner, Jr. (#0222719)
120 South Sixth Street, Suite 1515
Minneapolis, Minnesota 55402-1817
Telephone: [phone]
E-mail: [e-mail]
LEVENTHAL PLLC
Seth Leventhal (#0263357)
4406 West 42nd Street
Edina, MN 55416
Telephone: [phone]
E-mail: [e-mail]
Counsel for Plaintiff
is inadmissible at trial and cannot defeat a summary judgment motion. Murphy v. Country House,
Inc., 240 N.W.2d 507, 511 (Minn. 1976)