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

Winthrop (D) is a financial services company that leases computers and other equipment. D and ECHN had entered into Lease Agreement No. EA112107, which is dated November 21, 2007, and is governed by Minnesota law. The agreement deemed itself a ''FINANCE LEASE' AS THAT TERM IS DEFINED AND USED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE.' D leased to ECHN the right to use the equipment, software, and services set forth in the lease schedules agreed to by the parties. The term of each schedule began on the equipment's installation date and continued for the schedule's initial period, during which neither party could terminate, and ECHN had an 'absolute and unconditional' obligation to pay all charges under the agreement. The term then 'continued from year to year thereafter until terminated.' The agreement allowed either party to terminate 'without cause at the end of the Initial Term or any year thereafter,' so long as the party provided written notice 'not less than one-hundred twenty (120) days prior to such termination date.' Upon termination, ECHN was obligated to return the equipment to D. Over time, D and ECHN entered into the following schedules: B01, B02, 003X, 004X, C01, D01, and D02, all of which incorporated the terms of the agreement. Each schedule listed the equipment, software, and services leased thereunder, as well as the term of the schedule and the monthly lease charge. After signing each schedule, ECHN arranged for the equipment's delivery. The schedules had initial terms of four or five years. At the termination of any lease with its equipment, D would resell the equipment. D leased for the useful life of the equipment, which was generally 5 years. At the end of the lease, the computer equipment generally had no value. For Schedule B02 in 2012, ECHN sought to include a buy-out option, which would give it the option to acquire the equipment for $1.00 at the end of the lease term. D refused and referred to a bank that was 'very good at $1 outs.' D did not offer $1.00 buy-out leases. D's leases offered lower payments during the lease but no ownership at the end. P acquired ECHN’s rights and obligations under the agreement and schedules in 2016. P offered $50,000 to $100,000 to be released from its obligations from schedules whose initial terms had expired. D offered to close out schedules B01, B02, 003X, and 004X for $1.7 million. P declined and continued making full payments until February 2019, and made a final partial payment in June 2020. P did not return any equipment to D and admitted that it was still using some of the equipment as of November 2020. It also had disposed of some equipment, including software containing patient information. P sued D seeking a declaration that the schedules were not true leases, but security interests. Prospect also asserted claims for breach of contract and breach of the implied covenant of good faith and fair dealing. D counterclaimed for breach of contract. The district court determined that the schedules were true leases because, as relevant here: each schedule was subject to termination by P, and P had failed to show that the original term of each schedule was greater than the remaining economic life of the equipment; and the economic realities of the transactions indicated that the schedules were leases, not security interests. The court awarded $4,824,490.49 in damages, attorneys' fees, and costs. P appealed.

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