Terry Lusk et al v. C.H. Robinson Worldwide, Inc. et al

UNITED STATES DISTRICT COURT
DISTRICT OF MINNESOTA
JMR FARMS, INC.; MELON ACRES, INC.;
CENTRAL FLORIDA FRUIT SALES, LLC,
d/b/a Sanway Farms, Inc.; KEVIN
COGGINS, d/b/a MEK Farms; HOOSIER
MELONS, LLC; SHORE SWEET
GROWERS, LLC; BONNE IDEE
PRODUCE, LLC; BOWLES FARMING
COMPANY, INC.; WAINWRIGHT
BROTHERS FARMS, LLC; GLORY
PRODUCE, INC.; and SK ENTERPRISES
OF NORTH FLORIDA, INC., individually
and on behalf of all others similarly
situated,
Plaintiffs,
v.
C.H. ROBINSON WORLDWIDE, INC.;
C.H. ROBINSON COMPANY, INC.; and
C.H. ROBINSON COMPANY,
Defendants.
Case No. 20ȬCVȬ0879 (PJS/ECW)
ORDER
Francisco Guerra, IV, Mark Fassold, and Jennifer A. Neal, GUERRA LLP;
Richard M. Paul III and Laura C. Fellows, PAUL LLP; Craig A. Stokes,
STOKES LAW OFFICE LLP; Robert A. Pollom, THE LAW OFFICES OF
ROBERT A. POLLOM, PLLC, for plaintiffs.
Mark W. Wallin, Benjamin S. Perry, and Sarah E. Brown, BARNES &
THORNBURG, LLP; Patrick J. Rooney and Bradley R. Hutter, FAFINSKI
MARK & JOHNSON, P.A., for defendants.
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Plaintiffs (“Growers”) brought this action against defendants C.H. Robinson
Worldwide, Inc., C.H. Robinson Company, Inc., and C.H. Robinson Company
(collectively, “CHR”), alleging violations of the Perishable Agricultural Commodities
Act (“PACA”), 7 U.S.C. § 499a et seq., and breaches of fiduciary duty. The Court
recently granted CHR’s motion for summary judgment as to the PACA claims but
denied it as to the fiduciaryȬduty claims. ECF No. 247.
The parties have since notified the Court that they disagree about the scope of
the Court’s summaryȬjudgment order. In particular, Growers contend that the Court’s
order fully resolves the issues of the existence and breach of CHR’s fiduciary duties and
the only remaining issue to be tried is damages. For its part, CHR contends that the
Court merely declined to enter summary judgment in its favor on the fiduciaryȬduty
claim, leaving the issues of the existence and breach of any fiduciary duty to be tried.
Alternatively, CHR contends that the Court’s order violates Fed. R. Civ. P. 56(f) because
Growers did not move for summary judgment, and CHR was not given adequate notice
that the Court might resolve these issues against CHR as a matter of law. See Fed. R.
Civ. P. 56(f) (requiring a court to give “notice and a reasonable time to respond” before
granting summary judgment in a nonmovant’s favor).
Growers are correct that the Court found, as a matter of law, both that CHR
owed fiduciary duties to Growers and that CHR breached them. The Court’s order is
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quite clear on these points. See ECF No. 247 at 15 (“[T]he Court concludes that CHR
was Growers’ agent with respect to the deliveredȬsales transactions and therefore owed
fiduciary duties to Growers, including the ‘duty to disclose any material matter bearing
upon the [agent’s] duty to represent the [principal] with undivided loyalty.’” (quoting
Rice v. Perl, 320 N.W.2d 407, 410 (Minn. 1982))); id. at 16 (“Under Minnesota law, CHR
clearly breached a fiduciary duty to Growers.”); id. at 21 (“[T]he only issue that remains
to be resolved is what portion of CHR’s sales commissions earned from deliveredȬsales
transactions should be forfeited under the Perl III factors.”).
With respect to CHR’s argument that granting summary judgment to Growers
violated Rule 56(f): When a party has moved for summary judgment on an issue and
has had a full and fair opportunity to develop the record and be heard on that issue, a
court may sua sponte grant summary judgment to the nonmoving party on that issue.
See Barkley, Inc. v. Gabriel Bros., Inc., 829 F.3d 1030, 1041 (8th Cir. 2016) (holding that
moving party had adequate notice that issue could be resolved against it because
moving party raised the issue in a motion for summary judgment and the parties fully
litigated it); Johnson v. Bismarck Pub. Sch. Dist., 949 F.2d 1000, 1004–05 (8th Cir. 1991)
(same); Darmer v. State Farm Fire & Cas. Co., 611 F. Supp. 3d 726, 738 (D. Minn. 2020)
(“The requirements of Rule 56(f) are met when the losing party moves for summary
judgment on the relevant issue, because that party ‘obviously expect[s] the district court
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to make a final ruling’ and agrees to resolution of the issue ‘in summary fashion.’”
(quoting Johnson, 949 F.2d at 1005)).
Under these standards, the Court’s ruling that CHR owed fiduciary duties to
Growers fully complied with Rule 56(f). CHR moved for summary judgment that it did
not owe Growers any fiduciary duties. Applying the factors in Jurek v. Thompson, 241
N.W.2d 788 (Minn. 1976), the Court concluded, as a matter of law, that CHR was
Growers’ agent with respect to the deliveredȬsale transactions and therefore owed
fiduciary duties to Growers. ECF No. 247 at 8–15. Both parties discussed Jurek in their
summaryȬjudgment briefing, and Growers specifically argued that, under Jurek, CHR
was a fiduciary as a matter of law and that the relevant facts were undisputed. See ECF
No. 233 at 49–52. Moreover, CHR was well aware, long before it moved for summary
judgment, that Growers did not intend to offer individualized evidence to prove that
CHR owed each of them fiduciary duties. ECF No. 213 at 69–70 (plaintiffs’ counsel, at
March 2024 classȬcertification hearing, explaining that he did not intend to offer
individualized evidence on the issue of the existence of fiduciary duties). The Court
therefore rejects CHR’s argument that the Court improperly ruled as a matter of law in
Growers’ favor on the issue of the existence of fiduciary duties.1
1To the extent CHR argues that the Court’s order is wrong on the merits, see, e.g.,
ECF No. 265 at 9 (arguing that the existence of a fiduciary duty is a factȬintensive issue
not appropriate for resolution on summary judgment), CHR is seeking reconsideration
(continued...)
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The Court finds otherwise, however, with respect to its ruling on breach. The
Court procedurally erred in finding, as a matter of law, that CHR breached its fiduciary
duties, as CHR did not move for judgment in its favor on that issue. Moreover, CHR
could not have known that the Court would reconsider its view that the Growers had to
show that they bore the economic burden as to the entirety of their fiduciaryȬduty
claim. CHR also contends that it has evidence that the Growers knew that CHR made a
profit off of freight. Such evidence may result in a verdict in CHR’s favor on Growers’
claims for breach of fiduciary duty. See ECF No. 247 at 17 n.3 (noting that “CHR could
have avoided any breach by simply disclosing its profits on freight to Growers, which
disclosure would have allowed Growers to decide for themselves whether to continue
to engage in deliveredȬsale transactions or whether to choose a different sales agent.”).
This issue will have to be tried.
1(...continued)
of the Court’s order without following the requirements of the Local Rules. See
D. Minn. LR 7.1(j).
In addition, to cut off another apparently brewing dispute, the Court notes that it
is puzzled by CHR’s contention that the issue of causation remains live. The Court
clearly ruled that, under Minnesota law, Growers do not need to show that they were
harmed by any breach of fiduciary duty in order to recover the commissions that they
paid to CHR. See ECF No. 247 at 18–21. Because Growers do not need to show any
harm, Growers obviously do not need to show causation of harm.
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ORDER
Based on the foregoing, and on all of the files, records, and proceedings herein,
IT IS HEREBY ORDERED THAT:
1. 	Defendants’ motion for clarification [ECF No. 261] is GRANTED IN PART
and DENIED IN PART.
2. 	The motion is GRANTED as to the Court’s finding, in ECF No. 247, that
defendants breached their fiduciary duties. The Court CLARIFIES that
the issue of whether defendants breached their fiduciary duties will have
to be tried.
3. 	The Court further CLARIFIES that it has ruled, as a matter of law, that
“CHR was Growers’ agent with respect to the deliveredȬsales transactions
and therefore owed fiduciary duties to Growers, including the duty to
disclose any material matter bearing upon the agent’s duty to represent
the principal with undivided loyalty.” ECF No. 247 at 15 (cleaned up).
4. 	The motion is DENIED in all other respects.
5. 	The Clerk of Court is DIRECTED to terminate Central Florida Fruit Sales,
LLC, as a plaintiff and replace it with Sanway Farms, Inc. See ECF No. 245
at 42–43, 49–50; ECF No. 247 at 2 n.1.
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Dated: December 31, 2025 	/s/ Patrick J. Schiltz
Patrick J. Schiltz, Chief Judge
United States District Court
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