Olson v. Synergistic Technologies Business Systems, Inc.

628 N.W.2d 142 (2001)

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Nature Of The Case

This section contains the nature of the case and procedural background.

Facts

P and Cameron met in 1972. At that time, Cameron was a student at Robbinsdale Armstrong High School, and P worked at Control Data Corporation as a programmer analyst, was a volunteer math tutor at that school. The two shared a common interest in computers, visited frequently, developed a friendship, and later became intimately involved. After P divorced her husband, Cameron began living with P at her home. Cameron founded Syntech (D) in 1983 with $ 1,000 of his own money. Cameron was working full-time at an accounting firm, designing and installing computer systems. D was still working full-time at Control Data. Cameron operated D as a sole proprietorship and worked out of the basement of P's home. D offered programming services and custom software applications for businesses. Cameron did not draw a salary but invested the company's earnings by purchasing additional computer equipment and other business necessities. During this time, he kept the business's cash flow going by taking on computer consulting jobs. In 1984, Cameron incorporated D and became its only shareholder. P specifically chose not to be involved in the incorporation in order to protect her individual financial assets. Between 1984 and 1989, P made several loans to D. All loans were repaid. During this time, D also made two personal loans to Cameron, and these loans were repaid. In 1985, Cameron and P jointly purchased a home in Plymouth. Cameron transferred D's operations to the basement of the new home, and he paid one-half of the new mortgage payments. In October 1986, Control Data laid off P. P was concerned that the couple's only source of income was D. She began managing Cameron's personal financial affairs. P also began to voice opinions and concerns about the financial and administrative 'functions' at Syntech. Cameron permitted P to become more involved in these functions. P worked without pay and was actively, but unsuccessfully, seeking other employment. P prepared materials for one of D's investor relations presentations, indicating that P was part of D's management team. P also created marketing materials that listed her as D's Chief Financial Officer and Director of Operations. P testified that she performed 'financial, consulting, and legal' services for D. On April 1, 1989, Cameron ended his personal relationship with P and began an intimate relationship with another woman. In mid-April, Cameron placed P on D's payroll at an annual salary of $ 60,000, an amount comparable to Cameron's base salary. There were no discussions about back-pay or an ownership interest in D. P assumed the title of Chief Operating Officer, even though Cameron testified that he did not give her this title. Cameron continued to live in the Plymouth home until he moved out just after becoming engaged to the other woman. Cameron continued to pay for one-half the mortgage, and he did not move D's operations out of the Plymouth home until December 1990. P started discussing financial issues after Camerson ended their intimate relationship. In June 1991, he transferred his ownership interest in the home to P, which interest Cameron estimated at approximately $ 30,000 to $ 40,000. In addition, he transferred his interest in their sailboat charter business to P. He did not transfer a $ 250,000 insurance policy on his life. He also testified that he did not remember P asking for stock in D at that time. D fired P on January 9, 1995. Cameron knew she wanted 50 percent of the company because, beginning in 1993, she repeatedly demanded 50 percent of the stock. Cameron refused each demand. On November 1, 1995, Cameron sold D to PowerCerv. Cameron received $ 2.25 million in cash and 230,000 shares of PowerCerv common stock, then valued at $4 per share. P sued Cameron, D, and PowerCerv, which included counts for promissory estoppel, estoppel, and unjust enrichment. P sought 'her fair share of the value accrued to the defendants as a result of her contributions.' P appealed in part, claiming the district court erred in denying her the right to a jury trial on her estoppel counts. The court of appeals affirmed in part, but held that the facts did not support the court's grant of a $ 60,000 judgment because P was an at-will employee and because the award was inconsistent with the district court's prior rulings. P appealed, claiming she is entitled to a jury trial on her counts based on promissory and equitable estoppel.

Issues

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Holding & Decision

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Legal Analysis

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