Minnesota Citizens Concerned for Life, Inc. v. Joint Revocable Trust Agreement of John N. Charais and ...

Syllabus

Appellant nonprofit corporation challenges the district court's order dismissing its complaint with prejudice under Minn. R. Civ. P. 12.02(e) for failing to state a claim upon which relief can be granted. Appellant signed two agreements with the settlor/trustee for respondent trust; in both agreements, appellant agreed to accept a donation from the trust and to use the donation for specific purposes. After the settlor/trustee and appellant executed the agreements, the settlor/trustee wrote two checks from the trust's bank account. The next day, the settlor/trustee died. Appellant deposited the checks, but its bank refused to honor the checks because the trust's bank account had been closed. Appellant demanded payment from respondent successor trustee, the settlor/trustee's son, who refused. Appellant sued respondents—the successor trustee and the trust—alleging five claims, and respondents moved to dismiss. We conclude that, at this early stage of the pleadings, the complaint sufficiently states a claim upon which relief can be granted for breach of contract, unjust enrichment, and promissory estoppel. But we also conclude that the complaint fails to state a claim upon which relief can be granted for breach of fiduciary duty and civil theft. Accordingly, we affirm in part, reverse in part, and remand.